As filed with the Securities and Exchange Commission on May 7,June 15, 1999
Registration No. 333-76547
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

Amendment No. 12
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBA Communications Corporation
(Exact name of Registrant as specified in its charter)
Florida 4899 65-0716501
(State or Other
Jurisdiction of
Incorporation or
Organization)
(Primary Standard Industrial Classification Number)
(IRS Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation or Number)
Organization)
---------------
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(561) 995-7670
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
Jeffrey A. Stoops
Chief Financial Officer
SBA Communications Corporation
One Town Center Road
Third Floor
Boca Raton, Florida 33486
(561) 995-7670
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Kirk A. Davenport, Esq. Rise B. Norman, Esq.
Latham & Watkins Simpson Thacher & Bartlett
885 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 906-1200 (212) 455-2000
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
---------------

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Title of each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price(a) Registration Fee
- ------------------------------------------------------------------------------

Class A Common Stock, $.01 par
value.......................... $172,500,000 $47,955(b)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(a) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) promulgated under the Securities Act of 1933. A
portion of the proposed maximum aggregate offering price represents shares
that are to be offered outside of the United States but that may be resold
from time to time in the United States. Such shares are not being
registered for the purpose of sales outside the United States.

(b) Includes $41,700, which was previously paid upon the initial filing of this
Registration Statement.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities, and we are not soliciting offers to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion, dated May 7, 1999

PROSPECTUS

9,230,77011,538,462 Shares

[LOGO]

SBA Communications Corporation

Class A Common Stock

-------------------------------

This is our initial public offering of shares of Class A common stock. We are
offering 11,538,462 shares.

Of the 11,538,462 shares being offered, we are
offering 9,230,770 shares in the United States and Canada and we are offering
2,307,692 shares outside the United States and Canada. The closing of the
international offering is a condition to the closing of the U.S. offering.

We expect the public offering price to be between $12$10 and $14$12 per share. No
public market currently exists for our shares.

We have applied to list the shares on the Nasdaq National Market under the
symbol "SBAC."

Investing in the shares involves risks. Risk Factors begin on page 8.

Per Share Total
--------- -----

Public offering price........................................... $ $
Underwriting discount........................................... $ $
Proceeds to SBA................................................. $ $

The selling shareholders of SBAWe have granted the U.S. underwriters a 30-day option to purchase up to 1,730,769
additional shares of Class A common stock on the same terms and conditions as
set forth above solely to cover over-
allotments,over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is accurate or complete. Any representation to the contrary is
a criminal offense.

Lehman Brothers, on behalf of the U.S. underwriters, expects to deliver the shares
on or about ,June 18, 1999.

-------------------------------

Lehman Brothers

BTDeutsche Banc Alex. Brown
Donaldson, Lufkin & Jenrette
Salomon Smith Barney

,June 15, 1999

[MAP OF CONTINENTAL UNITED STATES DEPICTING COMMUNICATION SITE FOOTPRINTS OF SBA
COMMUNICATIONS CORPORATION]

[PHOTOGRAPH OF A LATTICED TOWER OF SBA COMMUNICATIONS CORPORATION]

TABLE OF CONTENTS

Page
----

Where You Can Find More
Information........................ i
Prospectus Summary.................. 1
Summary Unaudited Pro Forma
Financial Data..................... 5
Summary Historical Financial Data... 6
Risk Factors........................ 8
Use of Proceeds..................... 17
Dividend Policy..................... 18
Dilution............................ 18
Capitalization...................... 19
Unaudited Pro Forma Condensed
Consolidated Financial Statements.. 20
Selected Historical Financial Data.. 24
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 26
Industry Overview................... 36

Page
----
Industry Overview.................. 36

Business............................Business........................... 41
Management..........................Management......................... 52
Certain Transactions................Transactions............... 61
Principal and Selling Shareholders..Shareholders............. 62
Description of Capital Stock........ 66Stock....... 65
Description of Existing Debt........ 70Debt....... 69
Shares Eligible for Future Sale..... 72Sale.... 71
Certain United States Federal
Income Tax Considerations to Non-U.S.Non-
U.S. Holders ........................... 74
Underwriting........................ 77..................... 73
Underwriting....................... 76
Legal Matters....................... 81Matters...................... 79
Independent Accountants............. 81Accountants............ 79
Index to Financial Statements.......Statements...... F-1

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. You may read our SEC filings over the
Internet at the SEC's website at http://www.sec.gov. You may also read and copy
documents at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Full addresses: Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549; 7 World Trade Center, New
York, New York 10048; Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933, as amended, with respect to the shares of Class A
common stock offered by this prospectus. This prospectus, which is a part of
the registration statement, does not contain all of the information set forth
in the registration statement. For further information about us and our Class A
common stock, you should refer to the registration statement. This prospectus
summarizes material provisions of contracts and other documents to which we
refer you. Since the prospectus may not contain all of the information that you
may find important, you should review the full text of these documents. We have
included copies of these documents as exhibits to our registration statement.

----------------

You should only rely on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of Class A common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of common stock.

Until ,July 10, 1999, all dealers selling shares of Class A common stock,
whether or not participating in the offerings,offering, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

NOTE TO READER

This registration statement contains two separate prospectuses. The first
prospectus relates to a public offering in the United States and Canada of
9,230,770 shares of Class A common stock. The second prospectus relates to a
concurrent offering outside the United States and Canada of 2,307,692 shares of
Class A common stock. The prospectuses for the U.S. offering and the
international offering will be identical with the exception of the following
alternate pages for the international offering: a front cover page and a back
cover page. These alternate pages appear in this registration statement
immediately following the complete prospectus for the U.S. offering.

PROSPECTUS SUMMARY

This summary highlights selected information about us. It is not complete and
may not contain all of the information that you should consider before
investing in our Class A common stock. You should carefully read this entire
document, including the "Risk Factors" section beginning on page 8 and the
Consolidated Financial Statements and their related notes beginning on page F-
1. Unless otherwise indicated, all information in this prospectus assumes that
the U.S. underwriters will not exercise their over-allotment option.

The Company

We are a leading independent owner and operator of wireless communications
infrastructure in the United States. We generate revenues from our two primary
businesses -- site leasing and site development services. Since our founding in
1989, we have participated in the development of more than 12,000 antenna sites
in 49 of the 51 major wireless markets in the United States. In 1997, we began
aggressively expanding our site leasing business by capitalizing on our
nationally recognized site development experience and strong relationships with
wireless service providers to take advantage of the trend toward colocation and
independent tower ownership. As of April 30, 1999, we owned or controlled 642
towers, had 51 towers pending acquisition under letters of intent or definitive
agreements and had non-binding mandates to build over 400 additional towers for
anchor tenants. Our Annualized tower cash flow for the first quarter of 1999
was $11.1 million.

Our primary focus is the leasing of antenna space on our multi-tenant towers
to a variety of wireless service providers under long-term lease contracts. We
lease antenna space on: (1) the towers we construct through build-to-suit
programs; (2) existing sites we acquire; (3) the towers we develop
strategically; and (4) sites we lease, sublease and/or manage for third
parties. Under a build-to-suit program, we build a tower for a wireless service
provider who has entered into a long-term anchor tenant lease. We also retain
ownership of the tower and the exclusive right to colocate additional tenants
on the tower. We believe that many wireless service providers are choosing the
build-to-suit option as an alternative to tower ownership and that this
outsourcing trend is likely to continue. We have also grown through selective
acquisitions from smaller independent tower owners. BellSouth Mobility DCS
recently awarded us a non-binding mandate to execute all of its outsourced 1999
new tower build-out, which is concentrated mainly in North Carolina, South
Carolina, eastern Tennessee and coastal Georgia. We expect this mandate to
involve approximately 150 new towers. We also recently were awarded a non-
binding mandate from Sprint PCS to build approximately 100 towers in Tennessee,
North Carolina, South Carolina and the Midwest.

Our site development business consists of site development consulting and
site development construction. In our site development business, we provide a
full range of end-to-end services which typically occur in five phases: (1)
network pre-design; (2) communication site selection; (3) communication site
acquisition; (4) local zoning and permitting; and (5) site construction and
antenna installation. We have a diverse range of customers, including cellular,
personal communications service, or PCS, paging, specialized mobile radio, or
SMR, and enhanced specialized mobile radio, or ESMR, providers as well as other
users of wireless transmission and reception equipment. Our customers currently
include many of the major wireless communications companies, including AT&T
Wireless, BellSouth Mobility DCS, Nextel, Omnipoint, Pac Bell, PrimeCo,
Southwestern Bell and Sprint PCS. We have capitalized on our leadership
position in the site development business, our existing national field
organization and our strong relationships with wireless service providers to
develop our build-to-suit programs.

We will continue to use our site development expertise to complement our site
leasing business and secure additional build-to-suit mandates. In 1998, we
built 308310 towers. We believe that as the site development industry matures, our
revenues and gross profit from the consulting segment of that business will
continue to decline substantially. We also believe that, over the longer term,
our site leasing revenues will increase as carriers move to outsource ownership
and management of towers and as the number of towers we own or control grows as
a result.

Industry Overview

We believe that the rapid growth in demand for wireless services will
continue to increase the need for communication sites (which include towers,
rooftops and other structures on which antennas are placed). The growth in
demand for wireless services and communication sites is the result of several
factors, including:

. the continuing build-out of higher frequency technologies, such as PCS,
which have a reduced cell range and thus require a more dense network of
towers;

. the need to expand services and fill-in and upgrade existing networks;

. business and consumer preferences for higher quality voice and data
transmission;

. the emergence of new wireless technologies;

. decreasing costs of wireless services to consumers;

. increasing mobility of the U.S. population and the growing awareness of
the benefits of mobile communications;

. favorable changes in telecommunications regulations; and

. the issuance of new wireless network licenses requiring the construction
of new wireless networks.

In addition, our site leasing business benefits from diversified recurring
revenue and effective operating leverage as a result of several factors,
including:

. the long-term nature of lease contract revenues;

. low customer churn rates due to the high direct and indirect costs of
relocation;

. low variable operating costs, which cause increases in revenues to
generate disproportionately larger increases in tower cash flow;

. low on-going maintenance capital expenditure requirements;

. a customer base diversified across geographic markets, industry segments
(PCS, cellular, paging, ESMR and SMR) and individual customers within
these segments; and

. the limited number of available tower sites serving a given area and
consequent barriers to entry, principally as a result of local
opposition to the proliferation of towers within such area.

In 1995 the Personal Communications Industry Association, or PCIA, estimated
that the number of antenna sites in the United States for both cellular and PCS
providers would increase by an additional 100,000 antenna sites (more than one
of which can be located on a single communication site) over the subsequent ten
years as cellular systems expand coverage and PCS systems continue to be
deployed. We believe that wireless service providers face greater competition
today and are now focusing their capital and operations primarily on activities
that build subscriber growth, such as marketing and distribution. Therefore,
they will increasingly seek to outsource communication site ownership,
construction, management and maintenance.

Business Strategy

Our strategy is to lease antenna space to multiple tenants on towers that we
construct or acquire. We plan to enhance our position as a leading owner and
operator of communication sites. Key elements of our strategy include:

. Maximizing Use of Tower Capacity

. Developing New Towers That We Will Own and Operate

. Acquiring Existing Towers

. Building on Strong Relationships with Major Wireless Service Providers

. Maintaining our Expertise in Site Development Services

. Capitalizing.Capitalizing on Management Experience

Recent Events

The Senior Credit Facility

In the first quarter of 1999, SBA Telecommunications, Inc., our wholly-owned
subsidiary, entered into a $175.0 million senior credit facility. Our use of
the facility was limited to $125.0 million pending obtaining consents from the
holders of our senior discount notes. Borrowings under the senior credit
facility are being used to finance our business plan.

The Consent Solicitation

On March 8, 1999, we concluded a consent solicitation whereby holders of
99.98% of our senior discount notes consented to amend a portion of the
indenture governing the notes, so that we would be permitted to borrow the full
$175.0 million under our senior credit facility. In exchange for the consent,
we offered holders an amount in cash equal to 1.25% of the accreted value, as
of March 1, 1999, of each note for which a consent was tendered.

The Com-Net Acquisition

On April 30, 1999, we acquired Com-Net Construction Services, Inc.
Com-Net constructs towers and terminal switches on a turn-key basis for
wireless and other telecommunications companies, primarily through the
midwestern, eastern and western United States. Since its inception in 1990,
Com-Net has provided construction and other related services on over 2,000
tower sites, ranging from turn-key tower construction to the installation of
antennas. Clients of Com-Net include AT&T, BellSouth Cellular Corp., GTE and
Sprint. For the year ended December 31, 1998, Com-Net had revenues of over
$20.0 million and gross profit of $2.2 million. Dan Eldridge, the founder and
President of Com-Net, will continue as President of Com-Net subsequent to the
acquisition. We intend for Com-Net to continue to provide construction services
to wireless carriers and other telecommunications companies, and to build
towers for our ownership. At closing, we issued 780,000 shares of our Class A
common stock to the shareholders of Com-Net (480,000 of which were pledged to
us and will be returned to us if certain earnings targets are not met) and
assumed working capital debt of approximately $4.5 million. In addition, the
shareholders of Com-Net may receive up to $2.5 million in cash and 320,000
additional shares of Class A common stock if certain 1999 earnings targets are
met by the acquired entity, and up to an additional 400,000 shares of Class A
common stock if certain 2000 earnings targets are met.

In connection with the Com-Net acquisition, we acquired an affiliate of Com-
Net that owns 15 completed towers located in Texas, Ohio and Tennessee and over
30 additional tower sites in various stages of development under build-to-suit
programs for a purchase price of $1.0 million in cash and assumed debt of
approximately $2.5 million.

Principal Executive Offices

Our principal executive offices are located at One Town Center Road, Third
Floor, Boca Raton, Florida 33486, and our telephone number is (561) 995-7670.
We were founded in 1989 and incorporated in Florida in 1997.

The OfferingsOffering

Class A common stock
offered by SBA:
U.S. offering............. 9,230,770 shares

International offering.... 2,307,692 shares

Total....................SBA........
11,538,462 shares
-------------

Common stock offered by the
selling shareholdersSBA
in the over-allotment option:

U.S. offering............. 1,730,769 shares
option................

Common stock to be
outstanding after the
offerings.............offering.............. 22,545,533shares of Class A common stock (a)

7,777,5617,723,482 shares of Class B common stock (b)

30,323,09430,269,015 shares of common stock (a)
-------------

Voting rights...............
The Class A common stock and the Class B common
stock generally vote as a single class. The Class
A common stock has one vote per share and the
Class B common stock has ten votes per share.
Florida corporate law and SBA's articles of
incorporation require separate class votes on
some matters. Through his beneficial ownership of
Class B common stock, Steven E. Bernstein will
control approximately 76.8%79.1% of the total voting
power of both classes of the common stock after
the offeringsoffering assuming the exercise of the over-
allotment option in full. See "Principal and
Selling
Shareholders." We use the term "common stock" to
mean both of these classes.

Other rights................ Each class of common stock has the same rights to
Other rights................ dividends and upon liquidation. The Class B
common stock is convertible into Class A common
stock on a share-for-share basis. The Class B
common stock cannot be sold or transferred,
except (1) after conversion to Class A common
stock or (2) to certain categories of persons
specified in our articles of incorporation. The
Class B common stock automatically converts into
Class A common stock upon the occurrence of
certain events. See "Description of Capital
Stock--Class B Common Stock."

Nasdaq National Market SBAC
symbol...................... SBAC

Use of proceeds.............
We estimate that the net proceeds to SBA from the
offeringsoffering will be approximately $138.5$117.0 million. We
expect to use these proceeds to finance the
construction and acquisition of towers, for
general working capital purposes, to finance
future acquisitions of other tower companies or
related businesses, to pay outstanding dividends
on our Series A preferred stock, to redeem all
outstanding shares of our Series B preferred
stock and to repay revolving credit borrowings
- -------- under our senior credit facility. We will not
receive any proceeds from the sale of common
- -------- stock by the selling shareholders.

(a) Includes shares of Class A common stock to be issued to the holders of
Series A preferred stock upon the automatic conversion of Series A
preferred stock that will occur at the closing of the offerings.offering. Also
includes all shares of Class A common stock issuable upon exercise of
outstanding vested options or warrants having an exercise price below the
initial public offering price. Does not include shares reserved for
issuance upon exercise of unvested options or options that may be issued in
the future pursuant to stock option plans. See "Management." Includes
780,000 shares issued at the closing of the Com-Net acquisition, but does
not include shares that may be issuable to the former shareholders of Com-
Net if the agreed-upon 1999 and 2000 earnings targets are met.

(b) Reflects surrender of 297,439351,518 shares of Class B common stock as of May 31,
1999 to repay a shareholder note in the amount of approximately $3.8
million.

Summary Unaudited Pro Forma Financial Data

The following table presents our summary unaudited pro forma financial and
other data for the year ended December 31, 1998 and as of and for the three
months ended March 31, 1999. The pro forma summary operating data for the year
ended December 31, 1998 and the three months ended March 31, 1999 give effect
to the SBA pro forma transactions, which are (1) all individually immaterial
acquisitions completed during 1998 and the three months ended March 31, 1999
and (2) the issuance of Class A common stock and the application of the net
proceeds as described under "Use of Proceeds" as if each had occurred at the
beginning of the periods presented. The unaudited pro forma balance sheet data
as of March 31, 1999 have been prepared as if the issuance of Class A common
stock and the application of the net proceeds had occurred on that date. The
pro forma adjustments are based upon available information and certain
assumptions that we believe are reasonable. The pro forma financial data are
for informational purposes only and do not purport to present what our results
of operations or financial position would actually have been had these
transactions actually occurred on the date presented or to project our results
of operations or financial position at any future period. You should read the
information set forth below together with "Selected Historical Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and their related notes
included elsewhere in this prospectus.

Year Ended Three Months Ended
December 31, 1998 March 31, 1999
----------------- ------------------
(dollars in thousands except per
Operating Data: share data)

Revenues:
Site development revenue............... $ 46,705 $ 8,575
Site leasing revenue................... 15,050 5,367
----------- -----------
Total revenues........................... 61,755 13,941
----------- -----------
Cost of revenues (exclusive of
depreciation shown below)
Cost of site development revenue....... 36,500 6,623
Cost of site leasing revenue........... 7,743 2,425
----------- -----------
Total cost of revenues................... 44,243 9,048
----------- -----------
Gross profit............................. 17,512 4,894
Selling, general and administrative
(a)(b).................................. 18,302 4,078
Depreciation and amortization............ 7,773 3,302
----------- -----------
Operating loss........................... (8,563) (2,486)
Interest income.......................... 4,080 452
Interest expense......................... (2,180) (648)
Non-cash amortization of original issue
discount and debt issuance costs........ (14,550) (5,200)
Other.................................... (37) 9
----------- -----------
Loss before income taxes and
extraordinary item...................... (21,250) (7,873)
Benefit for income taxes................. 1,454 738
----------- -----------
Loss before extraordinary item........... (19,796) (7,135)
Extraordinary item....................... -- (1,150)
----------- -----------
Net loss................................. $ (19,796) $ (8,285)
=========== ===========
Basic and diluted loss per common share.. $ (0.70)(0.71) $ (0.29)
=========== ===========
Basic and diluted weighted average number
of shares of common stock............... 28,114,514 28,249,00527,770,444 28,195,299
=========== ===========
Other Data:
Adjusted EBITDA (d)...................... $ (185) $ 841
Annualized tower cash flow (e)........... 8,588 11,768

As of March 31,
1999
Balance Sheet Data: ------------------

Property, plant and equipment (net)...... $ 184,825
Total assets............................. 318,934297,457
Total debt (f)........................... 195,445
Common stockholders' equity.............. 101,30779,830

- --------
(Footnotes on page 7)

Summary Historical Financial Data

The following table sets forth summary historical financial data as of and
for the years ended December 31, 1994, 1995, 1996, 1997 and 1998 and as of
March 31, 1999, and for the three months ended March 31, 1998 and 1999. The
financial data for each of the full fiscal years have been derived from, and
are qualified by reference to, our audited financial statements, which Arthur
Andersen LLP, our independent certified public accountants, have audited. The
financial data as of March 31, 1999 and for the three months ended March 31,
1998 and 1999 have been derived from our unaudited consolidated financial
statements. The financial statements for periods ending on or prior to December
31, 1996 are the combined financial statements of SBA, Inc. and SBA Leasing,
Inc., two predecessor companies that we acquired during the first quarter of
1997. You should read the information set forth below in conjunction with
"Selected Historical Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements and their related notes included elsewhere in this prospectus.

Year Ended December 31, Three Months Ended March 31,
--------------------------------------------- -------------------------------
1994 1995 1996 1997 1998 1998 1999
------- ------- ------- ------- --------- ------- ---------
(dollars in thousands except per share
data)

Operating Data:
Revenues:
Site development
revenue............... $10,604 $22,700 $60,276 $48,241 $ 46,705 $12,531 $ 8,575
Site leasing revenue... 896 2,758 4,530 6,759 12,396 2,159 5,142
------- ------- ------- ------- --------- ------- ---------
Total revenues.......... 11,500 25,458 64,806 55,000 59,101 14,690 13,716
------- ------- ------- ------- --------- ------- ---------
Cost of revenues
(exclusive of
depreciation shown
below):
Cost of site
development revenue... 7,358 13,993 39,822 31,470 36,500 8,989 6,623
Cost of site leasing
revenue............... 647 2,121 3,638 5,356 7,281 1,507 2,378
------- ------- ------- ------- --------- ------- ---------
Total cost of revenues.. 8,005 16,114 43,460 36,826 43,781 10,496 9,001
------- ------- ------- ------- --------- ------- ---------
Gross profit............ 3,495 9,344 21,346 18,174 15,320 4,194 4,716
Selling, general and
administrative(a)(b)... 1,627 5,968 17,754 12,033 18,302 3,942 4,078
Depreciation and
amortization........... 5 73 160 514 5,802 507 3,131
------- ------- ------- ------- --------- ------- ---------
Operating income
(loss)................. 1,863 3,303 3,432 5,627 (8,784) (256) (2,493)
Interest income......... 2 6 7 644 4,303 764 507
Interest expense........ (19) (11) (139) (407) (2,357) (333) (815)
Non cash amortization of
original issue discount
and debt issuance
costs.................. -- -- -- -- (14,550) (1,547) (5,200)
Other................... -- -- -- -- (37) -- 9
------- ------- ------- ------- --------- ------- ---------
Income (loss) before
income taxes and
extraordinary item..... 1,846 3,298 3,300 5,863 (21,425) (1,372) (7,993)
(Provision) benefit for
income taxes(c)........ (738) (1,319) (1,320) (5,596) 1,524 (87) 786
Extraordinary item...... -- -- -- -- -- -- (1,150)
------- ------- ------- ------- --------- ------- ---------
Net income (loss)....... 1,108 1,979 1,980 267 (19,901) (1,458) (8,357)
Dividends on preferred
stock ................. -- -- -- (983) (2,575) (438) (713)
------- ------- ------- ------- --------- ------- ---------
Net income (loss)
available to common
stockholders........... $ 1,108 $ 1,979 $ 1,980 $ (716) $ (22,476) $(1,896) $ (9,070)
======= ======= ======= ======= ========= ======= =========
Basic and diluted loss
per common share....... $(2.64) $ (1.01)
========= =========
Basic and diluted
weighted average number
of shares of common
stock.................. 8,526,052 8,955,922
========= =========
Other Data:
Adjusted EBITDA(d)...... $ 1,868 $ 3,376 $10,603 $ 7,155 $ (2,377) $ 300 $ 663
Annualized tower cash
flow(e)................ 344 752 991 1,947 8,088 2,606 11,056
Capital expenditures.... (51) (660) (145) (17,676) (138,124) (11,070) (36,870)
Net cash provided by
(used in) operating
activities............. 873 (533) 1,215 7,829 7,471 (6,057) (4,459)
Net cash used in
investing activities... (51) (660) (145) (17,676) (138,124) (11,070) (36,870)
Net cash provided by
(used in) financing
activities............. (689) 1,298 (1,036) 15,645 151,286 134,628 16,863
Towers owned at the
beginning of period.... -- -- -- -- 51 51 494
Towers constructed...... -- -- -- 17 30815 310 16 54
Towers acquired......... -- -- -- 34 13536 133 23 38
Total towers at the end
of period.............. -- -- -- 51 494 90 586

- --------
(Footnotes on following page)

As of December 31, As of March 31,
--------------------------------------- ---------------
1994 1995 1996 1997 1998 1999
------ ------ ------- ------- -------- --------
(dollars in thousands)

Balance Sheet Data (at
end of period):
Property, plant and
equipment (net)........ $ 61 $ 647 $ 632 $17,829 $150,946 $184,825
Total assets............ 2,610 7,429 18,060 44,797 214,573 231,841
Total debt(f)........... 1 1,500 4,921 10,184 182,573 210,445
Redeemable preferred
stock.................. -- -- -- 30,983 33,558 34,271
Common stockholders'
equity (deficit)....... 1,745 4,793 102 (4,344) (26,095) (35,141)

- --------
(a) For the year ended December 31, 1995, selling, general and administrative
expense includes cash compensation expense of $1.3 million representing the
amount of officer compensation in excess of what would have been paid had
the officer employment agreements entered into in 1997 been in effect
during that period. For the year ended December 31, 1996, selling, general
and administrative expense includes non-cash compensation expense of $7.0
million incurred in connection with the consolidation of the predecessor
companies and cash compensation expense of $4.9 million representing the
amount of officer compensation in excess of what would have been paid had
the officer employment agreements entered into in 1997 been in effect
during that period. For the year ended December 31, 1997, selling, general
and administrative expense includes non-cash compensation expense of $1.0
million incurred in the consolidation of the predecessor companies. For the
year ended December 31, 1998, selling, general and administrative expense
includes non-cash compensation expense of $0.6 million incurred in
connection with the issuance of stock options and Class A common stock.
(b) Selling, general and administrative expense includes corporate development
expenses associated with our site leasing business that were incurred in
connection with the acquisition or construction of owned towers. These
expenses consist of compensation and overhead costs that are not directly
related to the administration or management of existing towers. All of
these costs are expensed as incurred. The amount of these corporate
development expenses for the periods presented was as follows:

Three Months Ended
Year Ended December 31, March 31,
-------------------------------------------------- -------------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(dollars in
(dollars in thousands) thousands)
---------------------- -----------

$787 $2,627 $8,973 $6,668 $10,000 $2,168 $2,177

(d) EBITDA represents earnings before interest income, interest expense, other
income, income taxes, depreciation and amortization. EBITDA is commonly
used in the telecommunications industry to analyze companies on the basis
of operating performance, leverage and liquidity. Adjusted EBITDA excludes
the effect of the non-cash compensation expense referred to in footnote (a)
above. Adjusted EBITDA is not intended to represent cash flows for the
periods presented, nor has it been presented as an alternative to operating
income or as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.
Companies calculate Adjusted EBITDA differently and, therefore, Adjusted
EBITDA as presented for us may not be comparable to Adjusted EBITDA
reported by other companies. See our Consolidated Statements of Cash Flows
in our Consolidated Financial Statements contained elsewhere in this
prospectus.

(e) We define "tower cash flow" as site leasing revenue less cost of site
leasing revenue (exclusive of depreciation). Tower cash flow includes
deferred revenue attributable to certain leases. We believe tower cash flow
is useful because it allows you to compare tower performance before the
effect of expenses (selling, general and administrative) that do not relate
directly to tower performance. We define "annualized tower cash flow" as
tower cash flow for the last calendar quarter attributable to our site
leasing business multiplied by four. Pro forma Annualized tower cash flow
also includes the effect of fourth quarter acquisitions as if each had
occurred at the beginning of the period presented.

(f) Total debt does not include amounts owed to the shareholder of $0.1 million
and $10.7 million as of December 31, 1995 and 1996, respectively. These
amounts were paid in March 1997.

RISK FACTORS

You should carefully consider the following risks as well as the other
information contained in this prospectus before investing in shares of our
Class A common stock.

We expect the consulting segment of our site development revenues to decline
substantially as we continue to expand our site leasing business.

Our growth strategy is primarily focused on expanding our site leasing
business, as opposed to our site development business. We believe that wireless
service providers have begun to move away from the traditional build-out
formula where those providers contract for site development services for a fee
and invest the capital necessary to build and own their own network of
communication towers. We believe that the use of build-to-suit programs is
rapidly becoming the preferred method of wireless network expansion. The
success of our site leasing business will depend on our ability to construct
and acquire towers and profitably manage the leasing of antenna sites on those
towers. In particular, the profitability of our site leasing business will
depend on our ability to construct and acquire towers and secure additional
tenants following initial tower construction or acquisition. We have only
limited experience in the site leasing business and we cannot assure you that
we will be successful in acquiring or constructing towers or securing
additional tenants in accordance with our business plan.

As wireless service providers have moved away from the traditional build-out
formula, our site development revenue from the consulting segment declined in
fiscal 1997, fiscal 1998 and the first quarter of fiscal 1999, and we expect a
further substantial decline during the remainder of fiscal 1999. We expect this
trend to continue for the forseeable future as our customers continue to move
toward build-to-suit programs and other outsourcing alternatives and away from
wireless service provider-funded site development and ownership. However, you
should be aware that a substantial portion of our revenues has historically
come from the consulting segment of our site development business. In addition,
we anticipate that our operating expenses and cash needs will increase as we
continue to focus primarily on our site leasing business and the construction
and acquisition of tower assets.

Our success in the site leasing business depends to a large extent on our
management's expectations and assumptions concerning future demand for
independently-owned communication sites and numerous other factors, many of
which are beyond our control. Any material error in any of these expectations
or assumptions could have a material adverse effect on our growth rate,
prospects, financial condition or results of operations. Because most of our
towers are newly constructed, and because these towers have little or no
positive cash flow at the time of their construction, the risks of lower tenant
demand for tower space are much greater for us than for a tower company which
has grown its portfolio by acquiring towers with existing cash flow. We cannot
assure you that we will be successful in growing our site leasing business.

The number of towers we build and our site development business revenues
fluctuate from quarter to quarter.

The number of towers we build and the demand for our site development
services each fluctuates from period to period and within periods. Numerous
factors cause these fluctuations, including the timing of our customers'
capital expenditures, the number and significance of active customer
engagements during a quarter, delays incurred in connection with a project,
employee hiring, the use of consultants and the rate and volume of wireless
service providers' tower build-outs. While this demand fluctuates, we incur
significant fixed costs, such as maintaining a staff and office space in
anticipation of future contracts, even when there is no current business. The
timing of revenues is difficult to forecast as our sales cycle can be
relatively long and may depend on factors such as the size and scope of
assignments, budgetary cycles and pressures and general economic conditions.
Seasonal factors, such as weather, vacation days and total business days in a
quarter, and the business practices of customers, such as deferring commitments
on new projects until after the end of the calendar year or the customers'
fiscal year, may add to the variability of new tower builds and revenues and

could have a material adverse effect on our growth rate, prospects, financial
condition or results of operations. Consequently, the number of towers we build
and operating results of our site development business for any particular
period may vary significantly, and should not be considered as indicative of
longer-term results.

We face zoning and other restrictions on our ability to construct new towers.

Our growth strategy depends on our ability to construct and operate towers in
a timely and cost-effective manner. A number of factors beyond our control,
including zoning and local permitting requirements, FAA considerations,
availability of tower components and construction equipment, skilled
construction personnel and bad weather conditions, can affect our ability to
construct new towers. In addition, as the concern over tower proliferation has
grown in recent years, certain communities have placed restrictions on new
tower construction or have delayed granting permits required for construction.
We cannot assure you (1) of the number of mandates that we will be awarded or
the number of mandates that will result in constructed towers; (2) that we will
be able to overcome regulatory or other barriers to new construction; (3) that
the number of towers planned for construction will be completed in accordance
with the requirements of our customers; or (4) that there will be a significant
need for the construction of new towers once existing wireless service
providers complete their tower network infrastructure build-out. Certain of our
anchor tenant leases contain penalty or forfeiture provisions in the event the
towers are not completed within specified time periods.

We face increasing competition for new tower opportunities and acquisitions of
existing towers.

We compete for new tower opportunities primarily with site developers,
wireless carriers and other independent tower companies. We believe that
competition for new tower opportunities will increase and that additional
competitors will enter the tower market. Some of these additional competitors
have or are expected to have greater financial resources than we do.

Our growth strategy also depends on our ability to acquire and operate
existing towers not built by us to augment our existing tower network. We
compete with other independent tower owners and operators for acquisitions of
towers, as well as site developers, and we expect that this competition will
increase. Increased competition for acquisitions may result in fewer
acquisition opportunities for us, as well as higher acquisition prices. We
regularly explore acquisition opportunities, and we are currently actively
negotiating to acquire additional towers. As of April 30, 1999, we had letters
of intent or definitive agreements with respect to the acquisition of 51
additional towers. We cannot assure you that we will be able to identify towers
or tower companies to acquire in the future on commercially reasonable terms or
at all. We may also face challenges in integrating newly acquired towers or
tower companies.

We cannot assure you that we will be able to identify, finance and complete
future acquisitions on acceptable terms or that we will be able to profitably
manage and market available space on our towers. The extent to which we are
unable to construct or acquire additional towers, or profitably manage such
tower operations, may have a material adverse effect on our growth rate,
prospects, financial condition or results of operations.

In addition, the timeframe for the current wireless build-out cycle may be
limited to the next few years, and many PCS networks have already been built
out in large markets. Our failure to move quickly and aggressively to obtain
growth capital and capitalize on this infrastructure opportunity could have a
material adverse effect on our growth rate, prospects, financial condition or
results of operations with respect to both site development services and site
leasing.

We will need to seek additional financing to fund our business plan.

Our business strategy contemplates substantial capital expenditures in
connection with the expansion of our tower footprints by agreeing with wireless
carriers to assume ownership or control of their existing towers, by pursuing
build-to-suit opportunities and by exploring other tower acquisition
opportunities.

We currently estimate that we will make at least $160.0 million of capital
expenditures in 1999 for the construction and acquisition of communication
sites, primarily towers, and the acquisition of Com-Net. Based on our current
operations and anticipated revenue growth, we believe that, if our business
strategy is successful, cash flow from operations and available cash, together
with the proceeds of the offeringsoffering and available borrowings under our senior
credit facility, will be sufficient to fund our anticipated capital
expenditures through the end of 1999. Thereafter, however, or in the event we
exceed our currently anticipated capital expenditures by the end of 1999, or
are unable to fully draw on our senior credit facility, we anticipate that we
will need to seek additional equity or debt financing to fund our business
plan. We cannot assure you that additional financing will be available, on
commercially acceptable terms or at all, or that any additional debt financing
will be permitted by the terms of our existing indebtedness, including our
senior discount notes. Prior to March 1, 2003, interest expense on our
outstanding senior discount notes will consist solely of non-cash accretion of
original issue discount and the notes will not require cash interest payments.
After that time, our outstanding senior discount notes will have accreted to
$269.0 million and will require annual cash interest payments of approximately
$32.3 million. If we are required to issue additional common equity, it could
be dilutive to our existing equity investors. To the extent we are unable to
finance future capital expenditures, we will be unable to achieve our currently
contemplated business goals. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The development of our site leasing business may strain our resources.

Expanding our site leasing business may impose significant strains on our
management, operating systems and financial resources. In addition, we
anticipate that our operating expenses may increase from their 1998 levels as
we construct and acquire additional tower assets. Our failure to manage our
growth or unexpected difficulties encountered during expansion could have a
material adverse effect on our growth rate, prospects, financial condition or
results of operations. The pursuit and integration of new tower builds,
acquisitions, investments, joint ventures and strategic alliances will require
substantial attention from our senior management, which will limit the amount
of time available to devote to our existing operations.

From January 1, 1995 to March 31, 1999, our work force increased from 82 to
320 employees. This growth has placed, and will likely continue to place, a
substantial strain on our administrative, operational and financial resources.
Our executive officers generally have had no experience in managing companies
this large. In addition, as part of our business strategy, we may acquire
complementary businesses or expand into new businesses. We cannot assure you
that we will be able to manage our growth successfully, or that our management,
personnel or operational and financial control systems will be adequate to
support expanded operations. Any such inabilities or inadequacies could have a
material adverse effect on our growth rate, prospects, financial condition or
results of operations.

We depend on demand for wireless communications for our revenues.

Substantially all of our customers to date have been providers of wireless
communications services and, therefore, our success is dependent on their
success. Demand for our services is dependent on demand for communication sites
from wireless service providers, which, in turn, is dependent on the demand for
wireless services. Most types of wireless services currently require ground-
based network facilities, including communication sites for transmission and
reception. The extent to which wireless service providers lease these
communication sites depends on a number of factors beyond our control,
including the level of demand for wireless services, the financial condition
and access to capital of wireless service providers, the strategy of providers
with respect to owning or leasing communication sites, government licensing of
broadcast rights, changes in telecommunications regulations and general
economic conditions. In addition, wireless service providers frequently enter
into roaming agreements with competitors allowing them to use one another's
wireless communications facilities to accommodate customers who are out of
range of their home provider's services. These roaming agreements may be viewed
by wireless service providers as a superior alternative to leasing antenna
space on communications sites owned or controlled by us. The proliferation of
these roaming agreements could have a material adverse effect on our growth
rate, prospects, financial condition or results of operations.

The wireless communications industry has grown significantly in recent years.
A slowdown in the growth of, or reduction in, demand in a particular wireless
segment could adversely affect the demand for communication sites. For example,
we anticipate that a significant amount of our revenues over the next several
years will be generated from providers in the PCS market and thus we will be
subject to downturns in PCS demand. Moreover, wireless service providers often
operate with substantial leverage, and financial problems for our customers
could result in accounts receivable going uncollected, in the loss of a
customer and the associated lease revenue, or in a reduced ability of these
customers to finance expansion activities.

We have many competitors for site leasing tenants.

We compete for site leasing tenants with: (1) wireless service providers that
own and operate their own tower footprints and lease, or may in the future
decide to lease, antenna space to other providers; (2) site development
companies that acquire antenna space on existing towers for wireless service
providers, manage new tower construction and provide site development services;
(3) other large independent tower companies; and (4) smaller local independent
tower operators. Wireless service providers that own and operate their own
tower footprints generally are substantially larger and have greater financial
resources than we do. Several other independent companies also have larger
tower footprints and greater financial resources than we do. We believe that
tower location and capacity, price, quality of service and density within a
geographic market historically have been and will continue to be the most
significant competitive factors affecting the site leasing business. Because
most of our towers are newly constructed, and because these towers have little
or no positive cash flow at the time of their construction, the risks of lower
tenant demand for tower space are much greater for us than for a tower company
which has purchased most of its towers with existing cash flow.

Our mandates may not yield binding agreements.

As of April 30, 1999, we had non-binding mandates to build over 400
additional towers under build-to-suit programs for wireless service providers.
Although we believe that the majority of these non-binding mandates will result
in long-term anchor leases for specific communication towers, there are a
number of steps that need to occur before any leases are executed. These steps
include, in some cases, finalization of build-out plans by the customers who
have awarded the mandates, completion of due diligence by us and our customers
and finalization of other definitive documents between the parties. As a
result, we cannot assure you as to the percentage of current and future non-
binding mandates that will ultimately result in binding anchor tenant leases
and constructed towers.

We depend on a small number of customers for most of our revenues.

We derive a significant portion of our revenues from a small number of
customers. For example, during 1997 and 1998, our five largest customers
accounted for approximately 89.9% and 91.4%, respectively, of our revenues from
site development services. Four of the five largest site development customers
were also among our five largest customers overall in 1998. Sprint PCS, our
largest customer for the years ended December 31, 1997 and 1998, accounted for
53.6% and 41.3%, respectively, of our revenues from site development services
during those years. Other large customers include Pacific Bell Mobile Systems,
which accounted for 14.0% and 13.5% of our revenues from site development
services for the years ended December 31, 1997 and 1998, respectively, and
BellSouth Mobility DCS, which accounted for 23.8% of our revenues from site
development services for 1998. PageNet, our largest site leasing customer,
accounted for 33.4% of our site leasing revenue in 1998. Our site development
customers engage us on a project-by-project basis, and a customer can generally
terminate an assignment at any time without penalty. In addition, a customer's
need for site development services can decrease, and we cannot assure you that
we will be successful in establishing relationships with new clients. Moreover,
we cannot assure you that our existing customers will continue to engage us for
additional projects. We have experienced and expect to continue to experience a
decline in overall demand for the consulting segment of our site development
services. The substantial majority of our existing non-binding mandates are
from BellSouth Mobility DCS and Sprint PCS. The loss of any significant
customer could have a material adverse effect on our growth rate, prospects,
financial condition or results of operations. See "Business--Customers."

Substantial Leverage--Our substantial indebtedness could adversely affect our
financial health and prevent us from fulfilling our payment obligations.

We have a significant amount of indebtedness. The following chart shows
certain important credit information:

At March 31,
1999
----------------------
(dollars in thousands)

Total indebtedness................................. $210,445
Stockholders' equity (deficit)..................... $(35,141)

Our substantial indebtedness could have important consequences to you. For
example, it could:

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to fund future working capital, capital expenditures,
research and development costs and other general corporate requirements;

. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, research and development efforts and other general
corporate purposes;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

. place us at a competitive disadvantage compared to our competitors that
are less leveraged; and

. limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional
funds. And, failing to comply with those covenants could result in an
event of default which, if not cured or waived, could have a material
adverse effect on our growth rate, prospects, financial condition or
results of operations.

Our ability to service our debt obligations will depend on our future
operating performance, which will be affected by prevailing economic conditions
in the wireless communications industry, and financial, business and other
factors, certain of which are beyond our control. If we are unable to generate
sufficient cash flow from operations to service our indebtedness, we will be
forced to adopt an alternative strategy that may include actions such as
reducing, delaying or eliminating acquisitions, tower construction and other
capital expenditures, selling assets, restructuring or refinancing our
indebtedness or seeking additional equity capital. We cannot assure you that we
can effect any of these alternative strategies on satisfactory terms, if at
all. The implementation of any of these alternative strategies could have a
negative impact on the value of our Class A common stock.

Our senior credit facility and the indenture governing our senior discount
notes each contains certain restrictive covenants. The senior credit facility
also requires us to maintain specified financial ratios and satisfy certain
financial condition tests. Our ability to meet these financial ratios and tests
can be affected by events beyond our control, and we cannot assure you that we
will be able to meet those tests. A breach of any of these covenants could
result in a default under the senior credit facility and the indenture
governing our senior discount notes. If an event of default should occur under
the senior credit facility, our lenders can elect to declare all amounts of
principal outstanding under the senior credit facility, together with all
accrued interest, to be immediately due and payable. This could also result in
the triggering of cross-default or cross-acceleration provisions in other
instruments, permitting acceleration of the maturity of additional
indebtedness. If we were unable to repay amounts that become due under the
senior credit facility, our lenders could proceed against the collateral
granted to them to secure that indebtedness. If the indebtedness under the
senior credit facility were to be accelerated, we cannot assure you that our
assets would be sufficient to repay in full such indebtedness. Substantially
all of our assets are pledged as security under the senior credit facility. See
"Description of Existing Debt."

Our earnings have been insufficient to cover our fixed charges since the
issuance of our senior discount notes. We expect our earnings to continue to be
insufficient to cover our fixed charges for the foreseeable future. We may be
able to incur substantial additional indebtedness in the future. If new debt is
added to our current debt levels, the related risks that we face could
intensify.

We must comply with a variety of extensive regulations.

We are subject to a variety of regulations, including those at the federal,
state and local level. Both the FCC and the FAA regulate towers and other sites
used for wireless communications transmitters and receivers. Such regulations
control siting, lighting and marking of towers and may, depending on the
characteristics of the tower, require prior approval or registration of tower
facilities. Wireless communications devices operating on towers are separately
regulated and independently licensed based upon the regulation of the
particular frequency used. Proposals to construct new communication sites or to
modify existing communication sites are reviewed by both the FCC and the FAA to
ensure that a site will not present a hazard to aviation. Construction or
modification of such structures is also subject to the requirements of the
National Environmental Policy Act, which requires additional review of any
tower that may have a significant effect upon the quality of the human
environment. Owners of towers may have an obligation to paint them or install
lighting to conform to FCC and FAA standards and to maintain such painting or
lighting. Tower owners also bear the responsibility for notifying the FAA of
any tower lighting failures. We generally indemnify our customers against any
failure to comply with applicable standards. Failure to comply with applicable
requirements may lead to civil penalties.

Local regulations include city or other local ordinances, zoning restrictions
and restrictive covenants imposed by community developers. These regulations
vary greatly, but typically require tower owners to obtain approval from local
officials or community standards organizations prior to tower construction.
Local regulations can delay or prevent new tower construction or site upgrade
projects, thereby limiting our ability to respond to customers' demands. In
addition, these regulations increase the costs associated with new tower
construction. We cannot assure you that existing regulatory policies will not
adversely affect the timing or cost of new tower construction or that
additional regulations will not be adopted which increase these delays or
result in additional costs to us. These factors could have a material adverse
effect on our growth rate, prospects, financial condition or results of
operations and on our ability to implement and/or achieve our business
objectives in the future. Our customers may also become subject to new
regulations or regulatory policies that adversely affect the demand for
communication sites. See "Business--Regulatory and Environmental Matters."

In addition, our operations are subject to federal, state and local
environmental laws and regulations regarding the use, storage, disposal,
emission, release and remediation of hazardous and nonhazardous substances,
materials or wastes. Under certain of these environmental laws, we could be
held strictly, jointly and severally liable for the remediation of hazardous
substance contamination at our facilities or at third-party waste disposal
sites, and could also be held liable for any personal or property damage
related to such contamination. Although we believe that we are in substantial
compliance with and have no material liability under applicable environmental
laws, the costs of compliance with existing or future environmental laws and
liability related to those laws may have a material adverse effect on our
growth rate, prospects, financial condition or results of operations.

We and the wireless service providers that use our towers are also subject to
government requirements and other guidelines relating to radio frequency, or
RF, emissions. The potential connection between RF emissions and certain
negative health effects, including some forms of cancer, has been the subject
of substantial study by the scientific community in recent years. To date, the
results of these studies have been inconclusive. Although we have not been
subject to any claims relating to RF emissions, we may be subject to such
claims in the future.

Our towers are subject to damage from natural disasters.

Our towers are subject to risks associated with natural disasters such as
tornadoes, hurricanes and earthquakes. We maintain insurance to cover the
estimated cost of replacing damaged towers, but these

insurance policies are subject to caps and deductibles. We also maintain third
party liability insurance to protect us in the event of an accident involving a
tower. A tower accident for which we are uninsured or underinsured, or damage
to a tower or group of towers, could have a material adverse effect on our
growth rate, prospects, financial condition or results of operations.

New technologies may undermine the success of our operations.

The emergence of new technologies could have a negative impact on our
operations. For example, the FCC has granted license applications for three
low-earth orbiting satellite systems that are intended to provide mobile voice
and data services. Although such systems are highly capital-intensive and
technologically untested, mobile satellite systems could compete with land-
based wireless communications systems. These systems could reduce the demand
for our infrastructure services. These events could have a material adverse
effect on our growth rate, prospects, financial condition or results of
operations.

Because of our holding company structure, we depend on our subsidiaries for
cash flow. SBA's access to this cash flow is restricted.

We are a holding company with no business operations of our own. Our only
significant asset is and will be the outstanding capital stock of our
subsidiaries. We conduct, and will conduct, all of our business operations
through our subsidiaries. Accordingly, our only source of cash to pay our
obligations is distributions from our subsidiaries of their net earnings and
cash flow. We currently expect that the earnings and cash flow of our
subsidiaries will be retained and used by them in their operations, including
to service their debt obligations. Even if our subsidiaries determined to make
a distribution in respect of their capital stock, we cannot assure you that
applicable state law and contractual restrictions, including the dividend
covenants contained in our senior credit facility, would permit such dividends
or distributions. See "Description of Existing Debt."

Steven E. Bernstein will control the outcome of shareholder votes.

Steven E. Bernstein, our President and Chief Executive Officer, beneficially
owns 100% of the outstanding shares of Class B common stock. Through his
beneficial ownership of Class B common stock, Mr. Bernstein will control
approximately 76.8%79.1% of the total voting power of both classes of the common
stock after consummation of the offeringsoffering (assuming the exercise of the over-
allotment option in full). As a result, Mr. Bernstein will have the ability to
control the outcome of all matters determined by a vote of our common
shareholders, including the election of all of our directors.

We depend on the services of our executive officers.

Our success depends to a significant extent upon the continued services of
Steven E. Bernstein, our President and Chief Executive Officer, Ronald G.
Bizick, II, our Executive Vice President-Sales and Marketing, Robert M.
Grobstein, our Chief Accounting Officer, Michael N. Simkin, our Chief Operating
Officer, and Jeffrey A. Stoops, our Chief Financial Officer. Each of Messrs.
Bizick, Grobstein, Simkin and Stoops has an employment agreement. We do not
have an employment agreement with Mr. Bernstein. Mr. Bernstein's compensation
and other terms of employment will be determined by the Board of Directors.
Although we maintain key person life insurance on Mr. Bernstein, such insurance
would not adequately compensate for the loss of his services. The loss of the
services of any of Messrs. Bernstein, Bizick, Grobstein, Simkin, Stoops or
other key managers or employees, could have a material adverse effect upon our
growth rate, prospects, financial condition or results of operations.

We need to attract, retain and manage skilled employees.

Our business involves the delivery of professional services and is labor-
intensive. Our success depends in large part upon our ability to attract,
develop, motivate and retain skilled employees. We compete with other

wireless communications firms and other enterprises for employees with the
skills required to perform our services. We cannot assure you that we will be
able to attract and retain a sufficient number of highly-skilled employees in
the future or that we will continue to be successful in training, retaining and
motivating employees. The loss of a significant number of employees and/or our
inability to hire a sufficient number of qualified employees could have a
material adverse effect on our growth rate, prospects, financial condition or
results of operations.

If we or our existing shareholders sell additional shares of our Class A common
stock after the offerings,offering, it could hurt the market price of our Class A common
stock.

If we sell a substantial number of shares of our Class A common stock after
the offerings,offering, those sales could adversely affect the market price of our Class
A common stock and could impair our ability to raise capital through the sale
of equity securities. Upon completion of the offerings,offering, we will have 29,026,94528,972,866
shares of common stock outstanding (including the 7,777,5617,723,482 shares of Class B
common stock to be outstanding after the offerings,offering, the 8,050,000 shares of
Class A common stock to be issued upon the conversion of the Series A preferred
stock and the 780,000 shares of Class A common stock issued at the closing of
the Com-Net acquisition). In addition, we have reserved for issuance 4,151,383
shares of Class A common stock upon exercise of stock options and 402,500
shares of Class A common stock upon exercise of the outstanding warrant. The
11,538,462 shares (13,269,231 shares if the over-allotment option is exercised
in full) sold in the offeringsoffering will be freely transferable without restriction
under the Securities Act, unless they are held by "affiliates" of ours as that
term is used under the Securities Act. Of the remaining 17,488,48317,434,404 shares
(15,757,714(15,703,635 shares if the over-allotment option is exercised in full),
15,827,56115,773,482 shares will be freely transferable without restriction under the
Securities Act, unless they are held by our "affiliates" and will be available
for public sale upon expiration of the "lock-up" agreements described below.
The remaining 1,660,922 shares will be "restricted securities" as that term is
defined in Rule 144 and subject to the volume restrictions of Rule 144.
Substantially all of these restricted securities are entitled to demand and
piggyback registration rights under certain circumstances.

We intend to file a registration statement under the Securities Act after the
offeringsoffering to register shares of Class A common stock reserved for issuance under
the 1996 Stock Option Plan and the 1999 Equity Participation Plan. This
registration would permit the resale of such shares by non-affiliates upon
issuance in the public market without restriction under the Securities Act.
Such registration statement will automatically become effective immediately
upon filing. See "Management."

In connection with the offeringsoffering and subject to certain exceptions, we, all of
our executive officers and directors and holders of our Series A preferred
stock have agreed not to sell any shares of Class A common stock, or any
securities which may be converted into or exchanged for any such shares of
Class A common stock or substantially similar securities, for a period of 180
days after the date of this prospectus without the prior written consent of
Lehman Brothers Inc., subject to typical exceptions. In addition, our employees
who will own 10,000 or more vested options during the 180-day period described
above will execute similar "lock-up" agreements. See "Underwriting."

The value of shares of Class A common stock purchased in the offeringsoffering will be
diluted.

Persons purchasing shares of Class A common stock in the offeringsoffering will incur
immediate and substantial dilution in net tangible book value per share. In
addition, to the extent that outstanding options and warrants to purchase Class
A common stock are exercised, there could be substantial additional dilution.
See "Dilution."

There is no existing market for our Class A common stock. The share price for
our Class A common stock may fluctuate significantly.

Prior to the offerings,offering, there has been no public market for the Class A common
stock. We cannot assure you that an active trading market will develop upon
completion of the offeringsoffering or, if it does develop, that it

will be sustained. The initial public offering price of the Class A common
stock was determined by negotiation among us and the representatives of the
U.S. underwriters, and international managers, and may not be representative of the price that will prevail in
the open market after the offerings.offering. See "Underwriting" for a discussion of the
factors that were considered in determining the initial public offering price.

The market price of the Class A common stock after the offeringsoffering may be
significantly affected by factors such as quarterly variations in our results
of operations, changes in government regulations, the announcement of new
contracts by us or our competitors, technological innovation of ours or of our
competitors, general market conditions specific to our industry, changes in
general economic conditions and volatility in the financial markets. These
fluctuations may adversely affect the market price of the Class A common stock.

Our articles of incorporation and by-laws include provisions that may
discourage a change of control transaction which may affect the rights of
holders of our Class A common stock.

Upon consummation of the offerings,offering, our articles of incorporation will allow
our Board of Directors to issue up to 30,000,000 shares of preferred stock and
to fix the rights, privileges and preferences of these shares without any
further vote or action by the shareholders. The rights of the holders of our
Class A common stock will be subject to, and may be adversely affected by, the
rights of the holders of any preferred stock that may be issued in the future.
While we have no present intention to issue shares of preferred stock, any such
issuance could be used to discourage, delay or make more difficult a change in
control of SBA. In addition, our articles of incorporation provide for a
staggered Board of Directors and our by-laws impose restrictions on calling
special meetings of shareholders and introducing shareholder proposals. Each of
these features could also be used to discourage, delay or make more difficult a
change in control of SBA. See "Description of Capital Stock."

This prospectus contains forward-looking statements that may not be accurate
indicators of our future performance.

This prospectus contains forward-looking statements within the meaning of the
federal securities laws. Discussions containing such forward-looking statements
may be found in the material set forth in this section and under "Prospectus
Summary," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Industry Overview" and "Business," as well as in the
prospectus generally. The words "believe," "estimate," "expect," "intend,"
"anticipate," "plan," and similar expressions and variations of such
expressions identify certain of such forward-looking statements that speak only
as of the dates on which they were made. Prospective investors are cautioned
that these forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual events or results may differ
materially from those discussed in the forward-looking statements as a result
of various factors, including, without limitation, the risk factors set forth
above and the matters set forth in this prospectus generally. All subsequent
written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this document. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

USE OF PROCEEDS

We estimate that the net proceeds to SBA from the offerings,offering, after deduction
of the underwriting discount and estimated offering expenses, will be
approximately $138.5$117.0 million (assuming an offering price at the mid-point of
the proposed range). Each share of Series A preferred stock will automatically
convert into one share of Series B preferred stock and one share of Class A
common stock upon consummation of the offerings.offering. We expect to use approximately
$55.8$38.3 million of the net proceeds from the offeringsoffering to finance the construction
and acquisition of towers, and for general working capital purposes. We may
also use such net proceeds to finance acquisitions of other tower companies or
other related businesses. In addition, we expect to use approximately $32.7
million of these net proceeds to pay all outstanding dividends on all
outstanding shares of our Series A preferred stock and to redeem all
outstanding shares of our Series B preferred stock. We also expect to use
approximately $50.0$46.0 million to repay revolving credit borrowings under our
senior credit facility. An affiliate of Lehman Brothers, one of the
U.S. underwriters in the offerings,offering, is a lender under the senior credit facility. We
have used borrowings under the senior credit facility to finance our business
plan. The weighted average interest rate of revolving credit loans outstanding
under the senior credit facility was 8.437% at March 31, 1999. The revolving
credit loans mature on December 31, 2004. See "Description of Existing Debt--TheDebt--
The Senior Credit Facility" for more information on the calculation of interest
under the senior credit facility. Pending these uses, we will invest the net
proceeds in short-
termshort-term government obligations.

We will not receive any proceeds from the sale of common stock by the selling
shareholders.

DIVIDEND POLICY

We have never paid dividends on the common stock, and we do not anticipate
paying dividends in the foreseeable future. Any determination to pay cash
dividends in the future will be at the discretion of our Board of Directors and
will depend upon our results of operations, financial condition, contractual
restrictions and other factors deemed relevant at that time by the Board of
Directors.

Our ability to pay dividends on the common stock is dependent upon the
ability of our subsidiaries to pay dividends, or otherwise loan, advance or
transfer funds, to us. The terms of our indebtedness impose limitations on our
ability to pay dividends or make other distributions on our capital stock. See
"Description of Existing Debt."

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of
the Class A common stock offered hereby will exceed the net tangible book value
per share of Class A common stock after the offerings.offering. Net tangible book value
per share is determined at any date by subtracting our total liabilities from
the total book value of our tangible assets and dividing the difference by the
number of shares of common stock deemed to be outstanding at that date.

Our net tangible book value as of March 31, 1999 was $(53.2) million or
$(5.94) per share. After giving effect to the receipt of approximately $138.5$117.0
million of estimated net proceeds from the sale of shares of Class A common
stock in the offeringsoffering and to the conversion of our outstanding Series A
preferred stock that will occur automatically upon consummation of the
offerings,offering, our pro forma net tangible book value at March 31, 1999 would have
been approximately $83.3$61.8 million or $2.95$2.19 per share. This represents an
immediate increase in pro forma net tangible book value of $8.89$8.13 per share to
existing shareholders and an immediate dilution of $10.05$8.81 per share to new
investors purchasing shares of Class A common stock in the offerings.offering. The
following table illustrates the substantial and immediate per share dilution to
new investors (assuming an offering price at the mid-point of the proposed
range):

Per Share
---------

Initial public offering price per share..................... $13.00$11.0
Pro forma net tangible book value before the offerings....offering..... (5.94)
Increase per share attributable to new investors.......... 8.898.13
-----
Pro forma net tangible book value after the offerings....... 2.95
------offering........ 2.19
-----
Dilution per share to new investors......................... $10.05$8.81

The following table summarizes the difference among existing shareholders
(determined as if the offeringsoffering had occurred on March 31, 1999) and new
investors with respect to the number of shares of common stock purchased from
us, the total consideration paid to us and the average price paid per share
(assuming an offering price at the mid-point of the anticipated price range):

Shares Purchased Total Consideration
--------------------- ----------------------- Average Price
Number Percentage Amount Percentage Per Share
---------- ---------- ------------ ---------- -------------

New investors........... 11,538,462 57% $150,000,000$126,923,082 99.9% $13.00$11.00
Existing stockholders... 8,660,5438,606,837 43% 122,872122,335 0.1% $ 0.01
---------- --- ------------ ----
Total................. 20,199,00520,145,299 100% $150,122,872$127,045,417 100%
========== === ============ ====

The above tables assume no exercise of options outstanding as of March 31,
1999 and no exercise of the warrant to purchase shares of our Class A common
stock issued at the time of the offering of the Series A preferred stock. It
also excludes the conversion of Series A preferred stock into 8,050,000 shares
of Class A common stock. As of March 31, 1999, there were 1,656,783 shares of
Class A common stock reserved for issuance pursuant to outstanding stock
options and 402,500 shares of Class A common stock issuable upon the exercise
of the outstanding warrant at exercise prices ranging from $0.05 to $4.00 per
share. To the extent that any of such shares are issued, there will be further
dilution to new investors. See "Description of Capital Stock."

CAPITALIZATION

The following table sets forth our consolidated capitalization as of March
31, 1999 on an historical basis and as adjusted for the offeringsoffering and the
application of the net proceeds. You should read this table in conjunction with
"Selected Historical Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements included elsewhere in this prospectus and their related notes.

As of March 31, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)

Cash and cash equivalents................................ $ 2,278 $ 93,21171,733
======== ========
Long-term debt (less current maturities):
Senior Credit Facility(a).............................. $ 40,000 $ 25,000
12% Senior Discount Notes due 2008..................... 170,445 170,445
-------- --------
Total long-term debt................................. 210,445 195,445
-------- --------
Preferred stock (30,000,000 shares authorized; 8,050,000
shares issued; 0 shares issued as adjusted)(b)
Series A preferred stock............................... 34,271 --
Stockholders' equity (deficit):
Class A common stock (32,000,000 shares authorized;
100,000,000 shares authorized as adjusted; 880,922
shares issued; 20,469,384 shares issued as
adjusted)(c)(d)....................................... 9 205
Class B common stock (8,100,000 shares authorized;
8,075,000 shares issued; 7,779,6217,725,915 shares issued as
adjusted)(e).......................................... 81 7877
Warrants to purchase Class A common stock(c)........... -- --
Paid-in capital(e)..................................... 741 135,208113,732
Accumulated deficit.................................... (35,971) (34,183)(34,184)
-------- --------
Total stockholders' equity (deficit)................. (35,141) 101,30779,830
-------- --------
Total capitalization $175,304 $296,752$209,575 $275,275
======== ========

- --------

(a) As of March 31, 1999, we had $40.0 million of borrowings outstanding under
our senior credit facility, of which $15.0 million were revolving credit
borrowings. We expect the actual amount of revolving credit borrowings
outstanding at the closing of the offeringsoffering to be higher as we continue to
borrow to finance our business plan.
(b) Each share of Series A preferred stock is convertible into one share of
Series B preferred stock and one share of Class A common stock. "As adjusted"
assumes redemption of the Series B preferred stock.
(c) The "as adjusted" number does not include (1) 2,556,783 shares of Class A
common stock that have been reserved for issuance pursuant to outstanding
options, (2) 1,600,000 shares of Class A common stock that are reserved for
issuance upon exercise of options that may be issued in the future under our
1999 Equity Participation Plan, (3) 402,500 shares of Class A common stock
that are reserved for issuance upon exercise of the warrant that we granted
to BT Alex. Brown in connection with the offering of our Series A preferred
stock. See "Management--1996 Stock Option Plan" and "--1999 Equity
Participation Plan."
(d) The "as adjusted" number also does not include the 780,000 shares of Class
A common stock that we issued upon the acquisition of Com-Net. We may have to
issue additional shares of Class A common stock to the former shareholders of
Com-Net if certain agreed-upon 1999 and 2000 earnings targets are achieved.
These additional shares are not included in the "as adjusted" number. See
"Business--Company Services--Site Development Business--The Com-Net
Acquisition."

(e) Reflects the surrender as of March 31, 1999 to SBA of 295,379349,085 shares of
Class B common stock by Mr. Bernstein to repay a loan made to him in 1997.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements
are based on our historical financial statements during the periods presented.
The unaudited pro forma consolidated statements of operations give effect to
the SBA pro forma transactions, which are (1) all individually immaterial
acquisitions completed during 1998 and the three months ended March 31, 1999
and (2) the issuance of Class A common stock and the application of the net
proceeds as described under "Use of Proceeds," as if each had occurred as of
the beginning of the periods presented. The unaudited pro forma consolidated
balance sheet as of March 31, 1999 gives pro forma effect to the issuance of
the Class A common stock and the application of the net proceeds as described
under "Use of Proceeds," as if each had occurred as of March 31, 1999. The pro
forma adjustments are described in the accompanying notes and are based upon
available information and certain assumptions that we believe are reasonable.

These pro forma financial statements are for informational purposes only and
do not purport to present what our results of operations or financial condition
would actually have been had these transactions actually occurred on such dates
or to project our results of operations or financial condition for any future
date or period. You should read the pro forma financial statements and their
related notes together with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and their related notes included elsewhere in this prospectus.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 1998

Adjustments Pro Forma Adjustments
for Completed for for Pro Forma
Historical Acquisitions(a) Acquisitions OfferingsOffering as Adjusted
---------- --------------- ------------ ----------- -----------
(dollars in thousands except per share data)

Revenues:
Site development....... $ 46,705 $ -- $ 46,705 $ -- $ 46,705
Site leasing........... 12,396 2,654 15,050 -- 15,050
---------- ------ -------- ------ -----------
Total revenues....... 59,101 2,654 61,755 -- 61,755
---------- ------ -------- ------ -----------
Cost of revenues
(exclusive of
depreciation shown
below):
Site development....... 36,500 -- 36,500 -- 36,500
Site leasing........... 7,281 462 7,743 -- 7,743
---------- ------ -------- ------ -----------
Total cost of
revenues............ 43,781 462 44,243 -- 44,243
---------- ------ -------- ------ -----------
Gross profit....... 15,320 2,192 17,512 -- 17,512
---------- ------ -------- ------ -----------
Operating expenses:
Selling, general and
administrative......... 18,302 -- 18,302 -- 18,302
Depreciation and
amortization........... 5,802 1,971 7,773 -- 7,773
---------- ------ -------- ------ -----------
Total operating
expenses............ 24,104 1,971 26,075 -- 26,075
---------- ------ -------- ------ -----------
Operating income
(loss)............ (8,784) 221 (8,563) -- (8,563)
Other income (expenses):
Interest income........ 4,303 -- 4,303 (223)(b) 4,080
Interest expense....... (2,357) -- (2,357) 177 (c) (2,180)
Non-cash
amortization.......... (14,550) -- (14,550) -- (14,550)
Other.................. (37) -- (37) -- (37)
---------- ------ -------- ------ -----------
Total other income
(expense)........... (12,641) -- (12,641) (46) (12,687)
---------- ------ -------- ------ -----------
Income (loss) before
provision for income
taxes................. (21,425) 221 (21,204) (46) (21,250)
(Provision) benefit for
income taxes........... 1,524 (88) 1,436 18 1,454
---------- ------ -------- ------ -----------
Net income (loss)...... (19,901) 133 (19,768) (28) (19,796)
Dividends on preferred
stock.................. (2,575) -- (2,575) 2,575 (d) --
---------- ------ -------- ------ -----------
Net income (loss)
available to common
stockholders.......... $ (22,476) $ 133 $(22,343) $2,547 $ (19,796)
========== ====== ======== ====== ===========
Basic and diluted loss
per common share...... $ (2.64) $ (0.70)(0.71)
========== ===========
Basic and diluted
weighted average
number of shares of
common stock.......... 8,526,052 28,114,51427,770,444
========== ===========

- --------
(a) Reflects the historical, pre-acquisition results of operations (in the
aggregate) for all individually immaterial acquisitions completed by us
during 1998 and the increase in pro forma depreciation on tower assets
acquired resulting from our application of purchase accounting.
(b) Reflects a reduction of interest income of $0.2 million related to the
repayment of a shareholder loan.

(c) Reflects a reduction of pro forma interest expense resulting from the use
of a portion of the net proceeds from the offeringsoffering to repay all amounts
outstanding under our previous credit facility assuming such transaction
was completed as of January 1, 1998.
(d) Reflects elimination of dividends on preferred stock as a result of the
conversion of the Series A preferred stock into Class A common stock.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 1999

Adjustments Pro Forma Adjustments Pro Forma
for Completed for for as
Historical Acquisitions(a) Acquisitions OfferingsOffering Adjusted
---------- --------------- ------------ ----------- ----------
(dollars in thousands except per share data)

Revenues:
Site development....... $ 8,575 $-- $ 8,575 $ -- $ 8,575
Site leasing........... 5,142 225 5,367 -- 5,367
--------- ---- ------- ----- ----------
Total revenues....... 13,716 225 13,941 -- 13,941
--------- ---- ------- ----- ----------
Cost of revenues
(exclusive of
depreciation shown
below):
Site development....... 6,623 -- 6,623 -- 6,623
Site leasing........... 2,378 47 2,425 -- 2,425
--------- ---- ------- ----- ----------
Total cost of
revenues............ 9,001 47 9,048 -- 9,048
--------- ---- ------- ----- ----------
Gross profit....... 4,716 178 4,894 -- 4,894
--------- ---- ------- ----- ----------
Operating expenses:
Selling, general and
administrative......... 4,078 -- 4,078 -- 4,078
Depreciation and
amortization........... 3,131 171 3,302 -- 3,302
--------- ---- ------- ----- ----------
Total operating
expenses............ 7,209 171 7,380 -- 7,380
--------- ---- ------- ----- ----------
Operating income
(loss)............ (2,493) 7 (2,486) -- (2,486)
Other income (expenses):
Interest income........ 507 -- 507 (55)(a) 452
Interest expense....... (815) -- (816) 168 (b) (648)
Non-cash
amortization.......... (5,200) -- (5,200) -- (5,200)
Other.................. 9 -- 9 -- 9
--------- ---- ------- ----- ----------
Total other income
(expense)........... (5,500) -- (5,500) 113 (5,387)
--------- ---- ------- ----- ----------
Income (loss) before
provision for income
taxes and
extraordinary item.... (7,993) 7 (7,986) 113 (7,873)
(Provision) benefit for
income taxes........... 786 (3) 783 (45) 738
--------- ---- ------- ----- ----------
Net income (loss)
before extraordinary
item.................. (7,207) 4 (7,203) 68 (7,135)
Extraordinary item..... (1,150) -- (1,150) -- (1,150)
--------- ---- ------- ----- ----------
Net loss............... (8,357) 4 (8,353) 68 (8,285)
Dividends on preferred
stock.................. (713) -- (713) 713 (d) --
--------- ---- ------- ----- ----------
Net income (loss)
available to common
stockholders.......... $ (9,070) $ 4 $(9,066) $ 781 $ (8,285)
========= ==== ======= ===== ==========
Basic and diluted loss
per common share...... $ (1.01) $ (0.29)
========= ==========
Basic and diluted
weighted average
number of shares of
common stock.......... 8,955,922 28,249,00528,195,299
========= ==========

- --------
(a) Reflects the historical, pre-acquisition results of operations (in the
aggregate) for all individually immaterial acquisitions completed by us
during 1999 and the increase in pro forma depreciation on tower assets
acquired resulting from our application of purchase accounting.
(b) Reflects a reduction of interest income of $0.1 million related to the
repayment of a shareholder loan.

(c) Reflects a reduction of pro forma interest expense resulting from the use
of a portion of the net proceeds from the offeringsoffering to repay all amounts
outstanding under our senior credit facility assuming such transaction was
completed as of January 1, 1999.
(d) Reflects elimination of dividends on preferred stock as a result of the
conversion of the Series A preferred stock into Class A common stock.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 31, 1999

Adjustments for Pro Forma
Historical OfferingsOffering as Adjusted
---------- --------------- -----------
(dollars in thousands)

ASSETS
Current assets:
Cash and cash equivalents....... $ 2,278 $90,933$69,455 (a)(b)(d) $ 93,21171,733
Accounts receivable............. 14,164 -- 14,164
Prepaid and other current
assets......................... 7,606 -- 7,606
Cost and estimated earnings in
excess of billings on
uncompleted contracts.......... 360 -- 360
-------- ------- --------
Total current assets.......... 24,407 90,933 115,34069,455 93,862
-------- ------- --------
Property and equipment, net...... 184,825 -- 184,825
Note receivable-stockholder...... 3,840 (3,840)(c) --
Intangible assets, net........... 6,798 -- 6,798
Deferred financing fees, net..... 11,222 -- 11,222
Other assets..................... 750 -- 750
-------- ------- --------
Total assets.................. $231,841 $87,093 $318,934$65,615 $297,457
======== ======= ========

LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable................ $ 12,116 -- $ 12,116
Accrued expenses................ 3,098 -- 3,098
Accrued salaries and payroll
taxes.......................... 1,141 -- 1,141
Billings in excess of costs and
estimated earnings on
uncompleted contracts.......... 126 -- 126
Other current liabilities....... 1,968 (84)(d) 1,884
-------- ------- --------
Total current liabilities..... 18,450 (84) 18,366
-------- ------- --------
Other liabilities:
Deferred tax liabilities........ 3,370 -- 3,370
Senior discount notes payable... 170,445 -- 170,445
Notes payable................... 40,000 (15,000)(d) 25,000
Other long-term liabilities..... 446 -- 446
-------- ------- --------
Total long-term liabilities... 214,261 (15,000) 199,261
-------- ------- --------
Redeemable preferred stock....... 34,271 (34,271)(b) --
Stockholders' deficit:
Common stock--Class A............ 9 196 (a)(b)(c) 205
Class B..................... 81 (3)(4)(c) 7877
Additional paid in capital...... 741 134,467112,991 (a)(b)(c) 135,208113,732
Accumulated deficit............. (35,971) 1,788 (34,183)1,787 (34,184)
-------- ------- --------
Total stockholders' equity
(deficit).................... (35,141) 136,448 101,307114,971 79,830
-------- ------- --------
Total liabilities and
stockholders' equity
(deficit).................... $231,841 $87,093 $318,934$65,615 $297,457
======== ======= ========

- --------

(a) Reflects the estimated net proceeds from the offeringsoffering of approximately
$138.5$117.0 million, which is net of the estimated underwriting discounts and
offering expenses totaling approximately $11.5$9.9 million.

(b) Reflects use of proceeds from the offeringsoffering to pay all accrued dividends on
outstanding shares of Series A preferred stock and to redeem all
outstanding shares of Series B preferred stock for a total of $32.5
million. Also reflects the issuance of 8,050,000 shares of Class A common
stock as a result of the Series A preferred stock conversion that will
occur automatically upon the consummation of the offerings.offering.

(c) Reflects receipt of a shareholder note in the amount of approximately $3.8
million. Upon consummation of the offerings,offering, Steven E. Bernstein will repay
a loan made to him in 1997 by surrendering to SBA 295,379349,085 shares (as of
March 31, 1999) of his Class B common stock valued at the midpoint of the
range of the initial public offering price.

(d) Reflects use of proceeds from the offeringsoffering to repay approximately $15.0
million of revolving credit loans and accrued interest thereon, which
represents all amounts then outstanding under our senior credit facility.
We expect the actual amount of revolving credit loans outstanding at the
closing of the offeringsoffering to be higher as we continue to borrow to finance
our business plans.

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth selected historical financial data as of and
for the years ended December 31, 1994, 1995, 1996, 1997 and 1998 and as of
March 31, 1999 and for the three months ended March 31, 1998 and 1999. The
financial data for each of the full fiscal years have been derived from, and
are qualified by reference to, our audited financial statements, which Arthur
Andersen LLP, our independent certified public accountants, have audited. The
financial data set forth below as of March 31, 1999 and for the three months
ended March 31, 1998 and 1999, have been derived from our unaudited
consolidated financial statements. The financial statements for periods ending
on or prior to December 31, 1996 are the combined financial statements of SBA,
Inc. and SBA Leasing, Inc., two predecessor companies that we acquired during
the first quarter of 1997. You should read the information set forth below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and their
related notes included elsewhere in this prospectus.

Three Months Ended
Year Ended December 31, March 31,
----------------------------------------------- -------------------
1994 1995 1996 1997 1998 1998 1999
------- ------- ------- -------- ---------- ------- ----------
(dollars in thousands except per share
data)

Operating Data:
Revenues:
Site development
revenue............... $10,604 $22,700 $60,276 $ 48,241 $ 46,705 $12,531 $ 8,575
Site leasing revenue... 896 2,758 4,530 6,759 12,396 2,159 5,142
------- ------- ------- -------- ---------- ------- ----------
Total revenues.......... 11,500 25,458 64,806 55,000 59,101 14,690 13,716
------- ------- ------- -------- ---------- ------- ----------
Cost of revenues
(exclusive of
depreciation shown
below):
Cost of site
development revenue... 7,358 13,993 39,822 31,470 36,500 8,989 6,623
Cost of site leasing
revenue............... 647 2,121 3,638 5,356 7,281 1,507 2,378
------- ------- ------- -------- ---------- ------- ----------
Total cost of revenues.. 8,005 16,114 43,460 36,826 43,781 10,496 9,001
------- ------- ------- -------- ---------- ------- ----------
Gross profit............ 3,495 9,344 21,346 18,174 15,320 4,194 4,716
Selling, general and
administrative(a)(b)... 1,627 5,968 17,754 12,033 18,302 3,942 4,078
Depreciation and
amortization........... 5 73 160 514 5,802 507 3,131
------- ------- ------- -------- ---------- ------- ----------
Operating income
(loss)................. 1,863 3,303 3,432 5,627 (8,784) (256) (2,493)
Interest income......... 2 6 7 644 4,303 764 507
Interest expense........ (19) (11) (139) (407) (2,357) (333) (815)
Non cash amortization of
original issue discount
and debt issuance
costs.................. -- -- -- -- (14,550) (1,547) (5,200)
Other................... -- -- -- -- (37) -- 9
------- ------- ------- -------- ---------- ------- ----------
Income (loss) before
income taxes and
extraordinary item..... 1,846 3,298 3,300 5,863 (21,425) (1,372) (7,993)
(Provision) benefit for
income taxes(c)........ (738) (1,319) (1,320) (5,596) 1,524 (87) 786
Extraordinary item...... -- -- -- -- -- -- (1,150)
------- ------- ------- -------- ---------- ------- ----------
Net income (loss)....... 1,108 1,979 1,980 267 (19,901) (1,458) (8,357)
Dividends on preferred
stock.................. -- -- -- (983) (2,575) (438) (713)
------- ------- ------- -------- ---------- ------- ----------
Net income (loss)
available to common
stockholders........... $ 1,108 $ 1,979 $ 1,980 $ (716) $ (22,476) $(1,896) $ (9,070)
======= ======= ======= ======== ========== ======= ==========
Basic and diluted loss
per common share....... $ (2.64) $ (1.01)
========== ==========
Basic and diluted
weighted average number
of shares of common
stock.................. 8,526,052 8,955,922
========== ==========
Other Data:
Adjusted EBITDA(d)...... $ 1,868 $ 3,376 $10,603 $ 7,155 $ (2,377) 300 663
Annualized tower cash
flow(e)................ 344 752 991 1,947 8,088 2,606 11,056
Capital expenditures.... (51) (660) (145) (17,676) (138,124) (11,070) (36,870)
Net cash provided by
(used in) operating
activities............. 873 (533) 1,215 7,829 7,471 (6,057) (4,459)
Net cash used in
investing activities... (51) (660) (145) (17,676) (138,124) (11,070) (36,870)
Net cash provided by
(used in) financing
activities............. (689) 1,298 (1,036) 15,645 151,286 134,628 16,863
Towers owned at the
beginning of period.... -- -- -- -- 51 51 494
Towers constructed...... -- -- -- 17 30815 310 16 54
Towers acquired......... -- -- -- 34 13536 133 23 38
Total towers at the end
of period.............. -- -- -- 51 494 90 586

As of December 31,
----------------------------------------------- As of March 31,
1994 1995 1996 1997 1998 1999
------- ------- ------- -------- ---------- -------------------
(dollars in thousands)

Balance Sheet Data (at
end of period):
Property, plant and
equipment (net)........ $ 61 $ 647 $ 632 $ 17,829 $ 150,946 $184,825
Total assets............ 2,610 7,429 18,060 44,797 214,573 231,841
Total debt(f)........... 1 1,500 4,921 10,184 182,573 210,445
Redeemable preferred
stock.................. -- -- -- 30,983 33,558 34,271
Common stockholders'
equity (deficit)....... 1,745 4,793 102 (4,344) (26,095) (35,141)

(Footnotes on following page)

Three Months Ended
Year Ended December 31, March 31,
---------------------------------------- -------------------------
1994 1995 1996 1997 1998 1998 1999
---- ------ ------ ------ ------- ----------- -----------
(dollars in thousands) (dollars in thousands)

$787 $2,627 $8,973 $6,668 $10,000 $ 2,168 $ 2,177

(c) Provision for income taxes represents a pro forma calculation (40%) for the
years ended December 31, 1994, 1995 and 1996, when we were treated as an S
Corporation under Subchapter S of the Internal Revenue Code of 1986, as
amended. We converted to a C Corporation in 1997. Provision (benefit) for
income taxes for the years ended December 31, 1997 and 1998 and for the
three months ended March 31, 1998 and 1999 represents an actual provision
(benefit). For 1997, the effective rate was in excess of the 40% rate used
in the pro forma calculations due to the tax effect of our conversion to a
C Corporation.
(d) EBITDA represents earnings before interest income, interest expense, other
income, income taxes, depreciation and amortization. EBITDA is commonly
used in the telecommunications industry to analyze companies on the basis
of operating performance, leverage and liquidity. Adjusted EBITDA excludes
the effect of the non-cash compensation expense referred to in footnote (a)
above. Adjusted EBITDA is not intended to represent cash flows for the
periods presented, nor has it been presented as an alternative to operating
income or as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.
Companies calculate Adjusted EBITDA differently and, therefore, Adjusted
EBITDA as presented for us may not be comparable to Adjusted EBITDA
reported by other companies. See our Consolidated Statements of Cash Flows
in our Consolidated Financial Statements contained elsewhere in this
prospectus.
(e) We define "tower cash flow" as site leasing revenue less cost of site
leasing revenue (exclusive of depreciation). Tower cash flow includes
deferred revenue attributable to certain leases. We believe tower cash flow
is useful because it allows you to compare tower performance before the
effect of expenses (selling, general and administrative) that do not relate
directly to tower performance. We define "annualized tower cash flow" as
tower cash flow for the last calendar quarter attributable to our site
leasing business multiplied by four. Pro forma Annualized tower cash flow
also includes the effect of fourth quarter acquisitions as if each had
occurred at the beginning of the period presented.
(f) Total debt does not include amounts owed to the shareholder of $0.1
million and $10.7 million as of December 31, 1995 and 1996, respectively.
These amounts were paid in March 1997.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading independent owner and operator of wireless communications
infrastructure in the United States. Our strategy is to use our historical
leadership position in the site development business, a project revenue
business, to expand our ownership and leasing of communication towers, a
recurring revenue business. We are transitioning our revenue stream from
project driven revenues to recurring revenues through the leasing of antenna
space at or on communications facilities.

While we intend to continue to offer site development services to wireless
carriers where demand and profitable opportunities exist, we will emphasize our
site leasing business through the construction of owned towers for lease to
wireless service providers, the acquisition of existing sites and the leasing,
subleasing and management of other antenna sites. We believe that as the site
development industry matures, our revenues and gross profit from the consulting
segment of that business will continue to decline substantially in the near
term and this rate of decline will increase for the foreseeable future as
wireless service providers choose to outsource ownership of communication sites
in order to conserve capital. We also believe that, over the longer term, our
site leasing revenue will increase as carriers move to outsource ownership and
management of towers and as the number of towers we own grows.

As a result of these trends and the shift in focus of our business, our
earnings and EBITDA declined in 1997 and 1998 from prior periods and capital
expenditures increased sharply as we accumulated towers. We expect capital
expenditures to increase even more in 1999. In addition, we anticipate that our
operating expenses may remain at or above 1998 levels as we continue to
construct and acquire tower assets.

We derive our revenues from two businesses--site development and site
leasing. Our site development business consists of site development consulting
and site development construction. We provide site development services, both
consulting and construction, on a contract basis which is usually customer and
project specific. We generally charge for site development services on either a
fixed price basis or a time and materials basis. Approximately 80%, 61% and 35%
of site development services were performed on a time and materials basis in
1996, 1997 and 1998, respectively, and approximately 31% and 13% of site
development services were performed on a time and materials basis in the three
months ended March 31, 1998 and 1999, respectively. We also provide site
leasing services on a contract basis. Revenue from our site development
business may fluctuate from period to period depending on construction
schedules, which are a function of our clients' build-out schedules, weather
and other factors. Our antenna site leases are typically long-term agreements
with renewal periods. Leases are generally paid on a monthly basis. Because of
the low variable operating costs of the site leasing business, additional
tenants on a tower generate disproportionately larger increases in tower cash
flow.

We are in the process of acquiring and constructing towers to be owned by us
and leased to wireless service providers. We intend to continue to make
strategic acquisitions in the fragmented and rapidly consolidating tower owner
and operator industry. We completed our first tower acquisition in June 1997
and spent $17.7 million on capital expenditures in 1997 and $138.1 million in
1998 to acquire and construct tower assets and acquire a tower construction
company. Of the 642 towers we owned or controlled as of April 30, 1999, 418
were new builds. At that date, we had non-binding mandates to build over 400
additional towers under build-to-suit programs (the majority of which we expect
will result in binding anchor tenant lease agreements). We believe we have one
of the largest number of non-binding build-to-suit mandates from wireless
service providers in the industry. In addition, we are currently actively
negotiating to acquire additional towers. At April 30, 1999, we had letters of
intent or definitive agreements to acquire 51 additional towers in a number of
separate transactions for an aggregate purchase price of approximately $12.6
million. We cannot assure you that we will be able to close these transactions,
or identify towers or tower companies to acquire in the future.

Tower Economics

We intend to increase the site leasing portion of our business by
constructing new multi-tenant towers, primarily through build-to-suit programs
for wireless service providers, and by making selective acquisitions of
existing towers and tower companies. We evaluate potential tower construction
and acquisition opportunities for projected future operating results before
making any capital investments.

The total cost of constructing a tower can vary significantly from site to
site, based upon capacity, geographic location and other factors. The primary
components of tower costs are the tower structure and related components, tower
foundations, labor, site preparation and finish and providing vehicular and
utilities access. If we are responsible for the zoning of a site prior to
construction (which is often the case), the cost associated with obtaining the
necessary zoning may also be material. We estimate that the average cost of
constructing a multi-tenant lattice tower is approximately $225,000 exclusive
of land costs, although this estimate may vary from site to site. While we may
purchase the underlying property, we typically lease any necessary real estate
pursuant to a long-term lease. The typical property lease has a term of five
years, usually provides for annual or periodic price increase and gives us the
option to renew the lease for up to four or five additional five-year terms.

New Tower Builds

As part of our new build strategy, we generally begin construction of a new
tower only if an anchor tenant (which is typically a PCS, cellular or ESMR
provider) has signed an antenna site lease agreement with us. In some cases we
may build towers before we have obtained a tenant, although we do not expect to
do this very often. The tower site is marketed to other wireless service
providers whose monthly rents vary based usually on location, the different
antenna installations and tower loading requirements of each type of service.
The typical PCS, cellular or ESMR provider pays a monthly rent substantially
greater than that of the typical paging provider. Other tenants, including
local wireless service providers, generally pay lower monthly rent. Anchor
tenants usually receive a discount from the rent paid by subsequent tenants of
the same type of wireless service. In certain cases, an anchor tenant may also
enjoy an introductory lease rate for a period of time. Our objective is to
construct towers for identified anchor tenants in locations where we believe we
can secure other wireless providers as additional tenants. Through the addition
of new tenants, we seek to achieve a target multiple of tower-level cash flow
to the cost of construction by the end of a specified period following
construction. We believe that our targeted multiple, which we constantly
evaluate and is subject to change from time to time, can be achieved through a
variety of tenant mixes ranging from two to three PCS, cellular or ESMR tenants
to a greater number of paging or local wireless service providers. Additional
tenants provide an increase in revenues without generating significant
increases in operating expense. The expenses associated with tower ownership
are limited and generally remain fixed regardless of the number of tenants on
the tower. These expenses are primarily ground lease payments, real estate
taxes, utilities, insurance and maintenance. Because of the operating leverage
of the site leasing business, additional tenant leases generate a
disproportionately higher increase in tower cash flow.

We build towers for our ownership on locations selected by us or, in the case
of carrier build-to suit programs, by the carrier. Build-to-suit projects
typically originate from a proposal we submit in response to a request from a
wireless service provider. If the wireless service provider accepts the terms
of our proposal, the provider will award us a non-binding mandate to pursue:
(1) specific sites: (2) search rings: or (3) general areas. Based on the status
of the site we have been given a mandate to pursue, we will perform due
diligence investigations for a designated period, during which time we will
analyze the site based on a number of factors, including colocation
opportunities, zoning and permitting issues, economic potential of the site,
difficulty of constructing a multi-tenant tower and remoteness of the site.
These mandates are non-binding agreements and either party may terminate the
mandate at any time. In some cases we must build a tower for the carrier if no
suitable colocation site is available, regardless of the results of our due
diligence and marketability analysis.

If we conclude that it is economically feasible to construct the tower after
our due diligence investigation during the mandate, we will enter into an
antenna site lease agreement with the provider. The antenna site lease
agreement typically provides that the lessees' obligations are conditioned on
our receipt of all necessary zoning

approvals where zoning remains to be obtained. We have negotiated several
master build-to-suit programs with PCS, cellular and ESMR carriers. Some
antenna site lease agreements contain penalty or forfeiture provisions in the
event the tower is not completed within specified time periods.

Com-Net Acquisition

We recently acquired Com-Net and an affiliated entity for $1.0 million in
cash, $7.0 million of assumed debt and 780,000 shares of our Class A common
stock (480,000 of which were pledged to us and will be returned to us if
certain earnings targets are not met). In addition, the shareholders of Com-Net
may receive up to $2.5 million in cash and 320,000 additional shares of Class A
common stock if certain 1999 earnings targets are met, and up to an additional
400,000 shares of Class A common stock if certain 2000 earnings targets are
met. Substantially all of Com-Net's revenues have been derived from site
development activities, primarily construction services.

Future Acquisitions

We also regularly explore tower acquisition opportunities as part of our
growth strategy. While we evaluate potential tower acquisitions on an
individual basis, our acquisition criteria is similar to our construction
criteria. In general, we seek to acquire towers in locations where we believe
we will be able to secure other wireless service providers as tenants so that
the tower will generate a targeted multiple of tower-level cash flow by a
certain time period after its acquisition. In making this determination, we
evaluate several factors, including: the existing number of tenants, current
revenue of the tower, tower location, available tower capacity for additional
tenants and the availability and likelihood of securing additional tenants.

While we use projections of future tower cash flows when evaluating potential
tower builds or acquisitions, we cannot assure you that our projections will
prove to be accurate nor can we assure you that we will be able to successfully
market a tower to other tenants or implement our build-out strategy on the
timetable currently contemplated or at all. Numerous factors affect the
economics of each tower, many of which are beyond our control. We cannot assure
you that any particular tower will generate the revenues projected at the time
it is first constructed or acquired by us.

Future Compensation Charges Related to Stock Option Grants

In April 1999, we granted options to employees for the purchase of 900,000
shares of our Class A common stock at an exercise price of $8.00 per share
pursuant to our 1999 Equity Participation Plan. These options will vest over
the next three years, commencing on December 31, 1999 and ending in April 2002.
Since the exercise price of these options is substantially below the
anticipated price to the public in the offerings,offering, we will record non-cash
compensation charges in each quarter during the vesting period beginning with
the second quarter of this year. The amount of these charges is a function of
the price to the public in the offerings.offering. Based upon the midpoint of the
anticipated price range in the offerings,offering, these charges will total approximately
$3.3$1.7 million over the next three years.

Results of Operations

As we continue our transition into site leasing, operating results in prior
periods may not be meaningful predictors of future prospects. You should be
aware of the dramatic changes in the nature and scope of our business when
reviewing the ensuing discussion of comparative historical results. We expect
that the acquisitions consummated to date and any future acquisitions, as well
as our new tower builds, will have a material impact on future revenues,
expenses and net income. In particular, depreciation and amortization and
interest expense increased significantly in 1998 and in the three months ended
March 31, 1999 over the prior periods, and will continue to increase
significantly in future periods. We believe that our construction programs will
have a material adverse effect on future results of operations, until such
time, if ever, as the newly constructed towers attain higher levels of tenant
use.

First Quarter 1999 Compared to First Quarter 1998

Total revenues decreased 6.6% to $13.7 million for the first quarter of 1999
from $14.7 million for the first quarter of 1998. We derive our revenues from
two businesses--site development and site leasing. Our site

development business consists of site development consulting and site
development construction. Site development revenue decreased 31.6% to $8.6
million in the first quarter of 1999 from $12.5 million in the first quarter of
1998 due to a substantial decline in site development consulting revenue, which
was partially offset by a substantial increase in site development construction
revenue. Site development consulting revenue decreased 59.7% to $3.9 million in
the first quarter of 1999 from $9.7 million in the first quarter of 1998, due
primarily to the decreased demand for site acquisition and zoning services from
PCS licensees, as well as the increasing acceptance by wireless carriers of
outsourced communication site infrastructure through build-to-suit programs.
Site development construction revenue increased 66.2% to $4.7 million for the
first quarter of 1999 from $2.8 million for the first quarter of 1998, due to
the expanded customer base of our construction company and the number of
projects on which services were rendered. We expect our site development
construction revenue to continue to increase substantially as a result of the
recently completed Com-Net acquisition. Site leasing revenue increased 138.2%
to $5.1 million for the first quarter of 1999 from $2.2 million for the first
quarter of 1998, due to the substantially greater number of towers in our
portfolio during the 1999 period compared to 1998.

Total cost of revenues decreased 14.2% to $9.0 million for the first quarter
of 1999 from $10.5 million for the first quarter of 1998. Site development cost
of revenue decreased 26.3% to $6.6 million for the 1999 period from $9.0
million for the 1998 period due to the decrease in the site development
consulting cost of revenue, which was partially offset by an increase in the
site development construction cost of revenue. Site development consulting cost
of revenue decreased 58.1% to $3.0 million for the first quarter of 1999 from
$7.2 million for the first quarter of 1998 due primarily to the lower level of
activity. Site development construction cost of revenue increased to $3.6
million for the 1999 period from $1.7 million for the 1998 period, due
primarily to the increased level of activity. Site leasing cost of revenue
increased 57.8% to $2.4 million for the 1999 period from $1.5 million for the
1998 period, due primarily to the increased number of owned or controlled
towers resulting in an increased amount of lease payments to land owners.

Gross profit increased 12.5% to $4.7 million for the first quarter of 1999
from $4.2 million for the first quarter of 1998 due to the increase in high
margin site leasing revenue which was offset by a decrease in gross profit in
our site development business. Gross profit from site development decreased
44.9% to $2.0 million in the 1999 period from $3.5 million in the 1998 period,
due to the decline in site development consulting activity and a slight decline
in that segment's gross profit in the 1999 period to 22.7% from 25.5% in the
1998 period. Gross profit from site development construction remained flat at
$1.1 million in each of the periods. Gross profit margin on site development
construction dropped in the 1999 period to 22.8% from 37.7% in the 1998 period,
reflecting the increased use of subcontractor labor in 1999. In the future, we
believe our gross profit margin on site development construction may be lower
than that experienced in the first quarter of 1999 as we integrate Com-Net's
business, which has historically had gross profit margins in the 15% to 20%
range. Gross profit for the site leasing business increased 324.2% to $2.8
million in the first quarter of 1999 from $0.7 million in the first quarter of
1998, and site leasing gross profit margin improved to 53.8% in the 1999 period
from 30.2% in the 1998 period. The increased gross profit and improved margin
were both due to the substantially greater number of towers owned or controlled
in the 1999 period. As a percentage of total revenues, total gross profit
increased to 34.4% in the 1999 period from 28.5% in the 1998 period due to
increased levels of higher margin site leasing gross profit.

Selling, general and administrative expenses increased 3.4% to $4.1 million
for the first quarter of 1999 from $3.9 million for the first quarter of 1998.
As a percentage of total revenues, selling, general and administrative expenses
increased to 29.7% for the 1999 period from 26.7%26.8% in the 1998 period.

Depreciation and amortization increased to $3.1 million for the first quarter
of 1999 as compared to $0.5 million for the first quarter of 1998. This
increase is directly related to the increased amount of fixed assets (primarily
towers) we owned or controlled in the 1999 period as compared to the 1998
period.

Operating loss increased to $(2.5) million for the first quarter of 1999 from
$(0.3) million for the first quarter of 1998 as a result of the increased
depreciation and amortization expenses in 1999 associated with the increase in
tower ownership. Other income (expense) increased to $(5.5) million for the
first quarter of 1999 from $(1.1) million for the first quarter of 1998. This
increase resulted primarily from the interest expense associated with our
senior discount notes. The extraordinary item in the first quarter of 1999 of
$1.1 million relates to the write-off of deferred financing fees associated
with our prior bank credit agreement. Net loss was $(8.4) million for the 1999
period as compared to net loss of $(1.5) million for the 1998 period.

1998 Compared to 1997

Total revenues increased 7.5% to $59.1 million for 1998 from $55.0 million
for 1997. Total site development revenue decreased 3.2% to $46.7 million in
1998 from $48.2 million in 1997 due to a substantial decline in site
development consulting revenue, which was largely offset by a substantial
increase in site development construction revenue. Site development consulting
revenue decreased 41.6% to $27.4 million for 1998 from $47.0 million for 1997,
due primarily to the decreased demand for site acquisition and zoning services
from PCS licensees, as well as the increasing acceptance by wireless carriers
of outsourced communication site infrastructure through build-to-suit
programs. Site development construction revenue increased to $19.3 million for
1998 from $1.2 million for 1997, due to the acquisition of CSSI, our
construction subsidiary, in September 1997 and higher levels of activity. Site
leasing revenue increased 83.4% to $12.4 million for 1998 from $6.8 million
for 1997, due to a substantial number of revenue producing towers added during
the period through new builds and acquisitions.

Total cost of revenues increased 18.9% to $43.8 million for 1998 from $36.8
million for 1997. Site development cost of revenue increased 16.0% to $36.5
million in 1998 from $31.5 million in 1997 due to a substantial increase in
site development construction cost of revenue, which was partially offset by a
decrease in site development consulting cost of revenue. Site development
consulting cost of revenue decreased 28.5% to $21.9 million for 1998 from
$30.6 million for 1997, due to lower revenue. Site development construction
cost of revenue increased to $14.6 million for 1998 from $0.8 million for
1997, due again to the inclusion of the construction subsidiary for a full
twelve months in 1998 versus three months in 1997. Site leasing cost of
revenue increased 35.9% to $7.3 million for 1998 from $5.4 million for 1997,
due primarily to the increased volume of towers owned resulting in an
increased amount of lease payments to land owners.

Gross profit decreased 15.7% to $15.3 million for 1998 from $18.2 million
for 1997, due to the decrease in site development consulting revenue and lower
margins earned on such revenue, which more than offset gross profits from
increased site development construction and site leasing. Gross profit for
site development consulting services decreased 66.1% to $5.6 million for 1998
from $16.4 million for 1997. The lower gross profit margins experienced in
1998 were due to more work being performed on a fixed fee basis and the
completion of a number of large projects on which we experienced
proportionately higher expenses than in the earlier stages of a project. Gross
profit for site development construction services increased to $4.7 million
for 1998 from $0.4 million for 1997 due to higher revenue. Gross profit for
the site leasing business increased 264.6% to $5.1 million for 1998 from $1.4
million for 1997 due primarily to higher revenue but also due to higher gross
profit margins earned on towers owned as opposed to the margins earned on our
lease/sublease business which contributed most of our 1997 site leasing
revenue. As a percentage of total revenues, gross profit decreased to 25.9%
for 1998 as compared to 33.0% for 1997 due to significantly lower site
development consulting gross profit.

Selling, general and administrative expenses increased 52.1% to $18.3
million for 1998 from $12.0 million for 1997 primarily due to the addition of
personnel, the expansion of office space and overall increases in operating
expenses attributable to the growth in the organization and building of our
tower development infrastructure. We also incurred $1.0 million of direct
expenses on acquisitions or proposed new tower builds which were not
completed. As a percentage of total revenues, selling, general and
administrative expenses increased to 31.0% for 1998 from 21.9% in 1997.

Depreciation and amortization increased to $5.8 million for 1998 as compared
to $0.5 million for 1997. This increase is directly related to the increased
amount of fixed assets (primarily towers) we owned in 1998 as compared to
1997.

Operating income (loss) decreased to $(8.8) million for 1998 from $5.6
million for 1997 as a result of the factors discussed above. Other income
(expense) decreased to $(12.6) million for 1998 from $0.2 million for 1997.
This decrease resulted primarily from the interest expense associated with the
senior discount notes offset by interest income that was earned on cash
balances. Net income (loss) was $(19.9) million for 1998 as compared to net
income of $0.3 million for 1997.

1997 Compared to 1996

Total revenues decreased 15.1% to $55.0 million for 1997 from $64.8 million
for 1996. Total site development revenue decreased 20.0% to $48.2 million in
1997 from $60.3 million in 1996 due to a substantial

decline in site development consulting revenue. Site development consulting
revenue decreased 22.0% to $47.0 million for 1997 from $60.3 million for 1996,
due primarily to the decreased demand for site development services from A- and
B- block broadband PCS licensees, partially offset by the increased demand for
services from D-, E-, and F- block broadband PCS licensees and ESMR providers.
This decreased demand from A- and B- block licensees resulted from their
initial markets nearing build-out completion and not yet having commenced
anticipated build out of secondary or tertiary markets, as well as the
increasing acceptance by these providers of outsourced communication site
infrastructure through build-to-suit programs. Site development construction
revenue were $1.2 million for 1997. There was no site development construction
revenue in 1996 because we did not acquire CSSI, our construction subsidiary,
until September 1997. Site leasing revenue increased 49.2% to $6.8 million for
1997 from $4.5 million for 1996, due primarily to the continued growth of
lease/sublease business from new and existing paging clients, and also to our
ownership of 51 revenue producing towers at year end 1997.

Total cost of revenues decreased 15.3% to $36.8 million for 1997 from $43.5
million for 1996. Site development cost of revenue decreased 21.0% to $31.5
million in 1997 from $39.8 million in 1996 due to a decrease in site
development consulting cost of revenue. Site development consulting cost of
revenue decreased 23.0% to $30.6 million for 1997 from $39.8 million for 1996
due primarily to decreased site development consulting revenue. Site
development construction cost of revenue was $0.8 million for 1997. Because we
did not purchase CSSI until September 1997, there was no site development
construction cost of revenue in 1996. Site leasing cost of revenue increased
47.2% to $5.4 million in 1997 from $3.6 million in 1996, due primarily to the
higher revenue.

Gross profit decreased 14.9% to $18.2 million for 1997 from $21.3 million for
1996, due primarily to the decrease in site development revenue. Gross profit
for site development consulting services decreased 19.9% to $16.4 million for
1997 from $20.5 million for 1996. This decrease was related to the decrease in
revenue. Gross margin percentages were constant at 34%. Gross profit for site
development construction was $0.4 million for 1997. Gross profit for the site
leasing business increased 57.3% to $1.4 million for 1997 from $0.9 million for
1996. These increases were attributable to the growth of the lease/sublease
business. As a percentage of total revenues, gross profit remained constant at
33% for 1997 and 1996.

Selling, general and administrative expenses decreased 32.2% to $12.0 million
for 1997 from $17.8 million for 1996, primarily due to a reduction in executive
compensation and increased 1996 expenses associated with a bonus paid to Mr.
Bernstein, our Chief Executive Officer, and non-cash compensation expense of
$7.0 million relating to the granting of options to our other officers. The
bonus was $4.0 million in 1996. Non-cash compensation expense recorded in 1997
was $1.0 million. As a percentage of total revenues, selling, general and
administrative expenses decreased to 21.9% for 1997 from 27.4% for 1996.
Excluding the effect of the above mentioned bonus and non-cash compensation
expense, selling, general and administrative expenses as a percentage of
revenue would have increased to 20.1% for 1997 from 10% for 1996. This increase
is attributable to the addition of personnel and increased operating expenses
we incurred to grow the site leasing business.

Depreciation and amortization increased to $0.5 million for 1997 as compared
to $0.2 million for 1996. This increase is directly related to the increased
amount of fixed assets (primarily towers) we owned in 1997 as compared to 1996.

Operating income increased 63.9% to $5.6 million for 1997 from $3.4 million
for 1996. Other income (expense) was not material in either period. Actual net
income decreased 91.9% to $0.3 million for 1997 from $3.3 million for 1996. On
a pro forma basis, assuming SBA had been a C corporation for both periods, net
income decreased 86.5% to $0.3 million for 1997 from $2.0 million for 1996.
These decreases resulted from a reduction in site development revenues and the
inclusion of a provision for income taxes in 1997. Prior to 1997, we were not
subject to tax at the corporate level.

Liquidity and Capital Resources

SBA Communications Corporation is a holding company with no business
operations of its own. Its only significant asset is the outstanding capital
stock of its subsidiaries. It conducts all its business operations through its
subsidiaries. Accordingly, its only source of cash to pay its obligations is
distributions from its subsidiaries from their net earnings and cash flow. Even
if our subsidiaries determined to pay a dividend on or make a distribution in
respect of their capital stock, we cannot assure you that our subsidiaries will
generate sufficient cash flow to pay such a dividend or distribute such funds
or that they will be permitted to pay dividends by the terms of our senior
credit facility.

Net cash used in operations during the three months ended March 31, 1999 was
$4.5 million compared to net cash used in operations of $6.1 million in the
three months ended March 31, 1998. Net cash used in investing activities for
the three months ended March 31, 1999 was $36.9 million compared to $11.1
million for the three months ended March 31, 1998. This increase is
attributable to a higher level of tower acquisition and new build activity in
1999 versus 1998. Net cash provided by financing activities for the three
months ended March 31, 1999 was $16.9 million compared to $134.6 million for
the three months ended March 31, 1998. The 1998 amount includes the proceeds of
the notes.

Net cash provided by operations during 1998 and 1997 was relatively constant
at $7.5 million and $7.8 million, respectively. Net cash used in investing
activities for 1998 was $138.1 million compared to $17.7 million for 1997. The
increase in cash used in investing activities results from the acquisition and
construction of 443 towers during 1998. Net cash provided by financing
activities for 1998 was $151.3 million compared to $15.6 million for 1997. This
increase is attributable to the proceeds of our senior discount notes.

Net cash provided by operations during 1997 was $7.8 million compared to $1.2
million in 1996. The increase in net cash provided by operations was primarily
attributable to the decrease in net income together with changes in the account
balances associated with accounts receivable, accounts payable, intangibles and
various tax accounts for the respective periods. Net cash used in investing
activities for 1997 was $17.7 million compared to $0.1 million for 1996. The
increase in cash used for investing activities resulted from the acquisition of
towers and CSSI, a tower construction company. Net cash provided by financing
activities for 1997 was $15.6 million compared to net cash used in financing
activities of $1 million for 1996. The increase in net cash provided by
financing activities was primarily attributable to the proceeds from the sale
of our Series A preferred stock.

Our balance sheet reflected positive working capital of $6.0 million and $8.1
million as of March 31, 1999 and December 31, 1998, respectively.

As a result of a preferred stock offering in March 1997, we received net
proceeds of $25.3 million after deducting the agents' commission, offering
expenses and a stock redemption. These proceeds were used primarily for the
repayment of short-term debt, for the funding of various expansion costs, for
the construction and acquisition of various towers and for general working
capital.

On March 2, 1998 we issued $269.0 million in aggregate principal amount at
maturity of 12% senior discount notes due 2008. This offering provided
approximately $150.2 million of gross proceeds to us. From these gross
proceeds, we repaid approximately $20.2 million of existing indebtedness and
paid approximately $5.7 million of fees and expenses. The remaining proceeds
were used primarily for the acquisition and construction of communications
towers. Prior to March 1, 2003, interest expense on the senior discount notes
will consist solely of non-cash accretion of original issue discount and the
senior discount notes will not require cash interest payments. After such time,
the senior discount notes will have accreted to $269.0 million and will require
annual cash interest payments of approximately $32.3 million. In addition, the
senior discount notes mature on March 1, 2008.

In February 1999, we entered into a senior credit facility through our
Telecommunications subsidiary with a group of lenders. This $175.0 million
senior credit facility, which replaced our prior $55.0 million credit

facility, consists of a $25.0 million term loan and a $150.0 million revolving
line of credit. The term loan was fully funded at closing. Availability under
the senior credit facility is determined by a number of factors including
number of towers built by us with anchor tenants on the date of completion, the
financial performance of our other towers, site development and construction
segments, as well as by other financial covenants, financial ratios and other
conditions. The senior credit facility, matures December 31, 2004 and, pursuant
to a schedule, amortization and reduced availability begins March 31, 2001.
Borrowings under the senior credit facility bear interest at the eurodollar
rate plus a margin ranging from 2.25% to 3.50% (determined by a leverage ratio)
or a "base rate" (as defined in the senior credit facility) plus a margin
ranging from 1.25% to 2.50% (determined by a leverage ratio). The senior credit
facility is secured by substantially all of the assets of our
Telecommunications subsidiary and its direct and indirect subsidiaries,
requires our Telecommunications subsidiary to maintain certain financial
covenants and places restrictions on, among other things, the payment of
dividends to SBA, the incurrence of debt and liens, disposition of assets,
transactions with affiliates and certain investments. In connection with the
termination of the previous credit agreement, we recorded an extraordinary
charge of approximately $1.1 million representing the write-off of previously
capitalized deferred financing fees related to the previous bank credit
agreement. Deferred financing fees related to obtaining the new senior credit
facility were approximately $3.9 million. Additionally, on March 8, 1999, after
receiving the requisite consents from the holders of our senior discount notes,
we amended the indenture governing the notes to increase one of the categories
of permitted indebtedness from $125.0 million to $175.0 million. In connection
therewith, we paid $2.1 million to the holders of the notes. The amount is also
reflected in deferred financing fees.

In the event that the business acquired in the Com-Net acquisition achieves
certain EBITDA targets in 1999 and 2000, we may be obligated to issue up to
720,000 additional shares of Class A common stock and to pay up to $2.5 million
to the former shareholders of Com-Net. If the business acquired does not
achieve certain EBITDA targets in 1999, the former shareholders of Com-Net will
return to us up to 480,000 of the shares we issued to them at the closing of
the Com-Net acquisition.

We currently estimate that we will make at least $160.0 million of capital
expenditures during 1999 for the construction and acquisition of communication
sites, primarily towers, and the acquisition of Com-Net. We currently expect
that capital expenditures will be at the same or higher levels in 2000. We
expect to use cash from operations together with the proceeds of the offeringsoffering
and availability under our senior credit facility to fund these capital
expenditures. These expected capital expenditures will substantially exhaust
our availability under our senior credit facility. However, the exact amount of
our future capital expenditures will depend on a number of factors. In 1999, we
currently anticipate building a significant number of towers for which we have
non-binding mandates pursuant to our build-to-suit program. We also intend to
continue to explore opportunities to acquire additional towers, tower companies
and/or related businesses. Our capital expenditures in 1999 will depend in part
upon acquisition opportunities that become available during the period, the
needs of our primary build-to-suit customers and the availability to us of
additional debt or equity capital on acceptable terms. In the event that
borrowings under the senior credit facility have otherwise been used when an
acquisition or construction opportunity arises, we would be required to seek
additional debt or equity financing. We cannot assure you that any such
financing will be available on commercially reasonable terms or at all or that
any additional debt financing would be permitted by the terms of our existing
indebtedness.

Our ability to make scheduled payments of principal of, or to pay interest
on, our debt obligations, and our ability to refinance any such debt
obligations, or to fund planned capital expenditures, will depend on our future
performance, which, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control. Our business strategy contemplates substantial capital
expenditures in connection with our planned tower build-out and acquisitions.
Based on our current operations and anticipated revenue growth, we believe
that, if our business strategy is successful, cash flow from operations and the
proceeds of the offeringsoffering and available borrowings under the senior credit
facility will be sufficient to fund our anticipated capital expenditures in
1999. Thereafter, however, or in the event we exceed our currently anticipated
capital expenditures for 1999, we anticipate that we will need to seek
additional equity

or debt financing to fund our business plan. Failure to obtain any such
financing could require us to significantly reduce our planned capital
expenditures and scale back the scope of our tower build-out or acquisitions,
either of which could have a material adverse effect on our projected financial
condition or results of operations. In addition, we may need to refinance all
or a portion of our indebtedness (including the senior discount notes and/or
the senior credit facility) on or prior to its scheduled maturity. We cannot
assure you that we will generate sufficient cash flow from operations in the
future, that anticipated revenue growth will be realized or that future
borrowings or equity contributions will be available in amounts sufficient to
service our indebtedness and make anticipated capital expenditures. In
addition, we cannot assure you that we will be able to effect any required
refinancing of our indebtedness (including the senior discount notes) on
commercially reasonable terms or at all. See "Risk Factors."

Market Risk

We are exposed to certain market risks which are inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business, and in some cases, relate to our acquisition of
related businesses. We are subject to interest rate risk on our senior credit
facility and any future financing requirements. Our fixed rate debt consists
primarily of the accreted balance of the notes. Our variable rate debt consists
of borrowings made under the senior credit facility.

The following table presents the future principal payment obligations and
weighted average interest rates associated with our existing long-term debt
instruments assuming our actual level of long-term indebtedness:

1999 2000 2001 2002 2003 Thereafter
---- ---- --------- --------- --------- -----------

Liabilities:
Long-term debt.............debt............ -- -- -- -- -- 269,000,000
Fixed rate (12.0%)........
Term Loan..................Loan................. -- -- 2,500,000 2,500,000 7,500,000 12,500,000
Variable rate (8.437% at
March 31, 1999)
Revolving Loan.............Loan............ -- -- 1,500,000 3,000,000 4,500,000 6,000,000
Variable rate (8.437% at
March 31, 1999)

Our primary market risk exposure relates to (1) the interest rate risk on
long-term and short-term borrowings, (2) our ability to refinance our senior
discount notes at maturity at market rates, (3) the impact of interest rate
movements on our ability to meet interest expense requirements and exceed
financial covenants and (4) the impact of interest rate movements on our
ability to obtain adequate financing to fund future acquisitions. We manage the
interest rate risk on our outstanding long-term and short-term debt through our
use of fixed and variable rate debt and interest rate swaps. While we cannot
predict or manage our ability to refinance existing debt or the impact interest
rate movements will have on our existing debt, we continue to evaluate our
financial position on an ongoing basis.

Year 2000

During 1998 we continued our review of the installation of new systems
hardware and software and determined that the installation is on schedule for
completion before the year 2000.

There are five phases that describe our process in becoming Year 2000
compliant. The awareness phase encompasses developing a budget and project
plan. The assessment phase identifies mission-critical systems to check for
compliance. Both of these phases have been completed. We are at various stages
in the three remaining phases: renovation, validation and implementation.
Renovation is the design of the systems to be Year 2000 compliant. Validation
is testing the systems followed by implementation.

We have begun implementation of a new financial system. The system is
certified by the vendor as Year 2000 compliant. In conjunction with this
implementation, we have undertaken the renovation of our operational systems.
The testing and implementation of these systems is scheduled for completion in
1999. The cost of the new financial system and renovation of our operational
systems is expected to be approximately $750,000.

Management is reviewing the state of Year 2000 readiness of third parties
with whom we share a material relationship, such as banks and vendors used by
us. At this time, we are unaware of any third party Year 2000 issues that would
materially effect these relationships or our financial condition.

We expect to be Year 2000 compliant in 1999 for all major systems. We are
assessing our risks and the full impact on operations if the worst case Year
2000 scenario were to occur. In conjunction with this, we are developing a
contingency plan and expect to complete the development of this plan in 1999.

Inflation

The impact of inflation on our operations has not been significant to date.
However, we cannot assure you that a high rate of inflation in the future will
not adversely affect our operating results.

Recent Accounting Pronouncements

Comprehensive Income

In June 1997, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 130, "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. This statement requires that an
enterprise classify items of other comprehensive income separately from
accumulated deficit and additional paid-in capital in the equity section of the
balance sheet. Comprehensive income is defined as the change in equity during
the
financial reporting period of a business enterprise resulting from non-owner
sources. During the year ended December 31, 1998, 1997 and 1996 and for the
three months ended March 31, 1999 and 1998, we did not have any changes in our
equity resulting from such non-owner sources and accordingly, comprehensive
income as set forth by SFAS No. 130 was equal to the net loss amounts presented
for the respective periods in our Consolidated Financial Statements.

Segment Reporting

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" which is required to be adopted in fiscal
1998. SFAS No. 131 requires us to report financial and other descriptive
information about our reportable operating segments. Required disclosures
include, among other things, a measure of segment profit or loss, certain
specific revenue and expense items, and segment assets. We have implemented
SFAS No. 131 during 1998.

Derivative Instruments and Hedging Activities

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 will require that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. SFAS
No. 133 is effective for fiscal years beginning after June 15, 1999. Management
believes that adopting this statement will not have a material impact upon our
results of operations or financial position.

INDUSTRY OVERVIEW

General

We are a leading independent owner and operator of wireless communications
infrastructure in the United States. In order to capitalize on the trend toward
colocation and independent tower ownership in this industry, we have
aggressively expanded our site leasing business by using our nationally
recognized site development experience and strong relationships with wireless
service providers to source opportunities to build and acquire communication
sites. The wireless communications industry continues to grow rapidly as
consumers become more aware of the benefits of wireless services, current
wireless technologies are used in more applications, the cost of wireless
services to consumers declines and new wireless technologies are developed.
Changes in U.S. federal regulatory policy, including the implementation of the
Telecommunications Act of 1996, have led to a significant number of new
competitors in the industry through the auction of frequency spectrum for a
wide range of uses, most notably PCS. This competition, combined with a growing
reliance on wireless services by consumers, has led to an increased demand for
higher quality, uninterrupted service and improved coverage. This demand for
higher quality service and coverage has led to increased demand for
communication sites as new providers build out their networks and existing
providers upgrade and expand their networks to maintain their competitiveness.
We believe that, as the wireless communications industry has become more
competitive, wireless service providers have outsourced certain network
services and build-out activities and colocated transmission equipment with
other providers on multi-tenant towers, in order to maximize their operating
and capital efficiencies. The need for colocation has also been driven by the
growing trend by municipalities to slow the proliferation of towers by
requiring that towers accommodate multiple tenants.

All of these factors have provided an opportunity for us to develop and own
communication sites, lease antenna space on such sites and provide related
network infrastructure and support services.

Development of the Tower Industry

The U.S. wireless communications industry was transformed in the 1970s
through the issuance of licenses by the FCC to provide high quality
communications services to vehicle-mounted and hand-held portable telephones,
pagers and other devices. The licensees built and began operating wireless
networks that were supported by communication sites, transmission equipment and
other infrastructure. In the early 1980s, the number of towers began to expand
significantly with the development of more advanced wireless communications
systems, particularly cellular and paging. Nevertheless, as additional towers
were built by the wireless carriers, they often were built for a single purpose
rather than as multiple tenant towers. In addition, these towers were generally
owned and maintained by carriers and were treated as corporate cost centers
operated primarily for the purpose of transmitting or receiving such carriers'
signals.

During the mid-to-late 1980s, a number of independent operators of towers
began to emerge. These independent tower operators focused on owning and
managing towers with multiple tenants by adding lessees to existing and
reconstructed towers. We believe the majority of these operators were small
business owners with a small number of local towers and few services other than
site leasing. In the last five years, however, several larger independent tower
operators have emerged as demand for wireless services has continued to grow
and as additional high frequency licenses have been awarded for new wireless
services (including PCS, narrowband paging and wireless local loop), each
requiring networks with extensive tower infrastructure. These independent tower
operators have sought to acquire smaller operators as well as clusters of
towers formerly owned by carriers and broadcasters.

Today, a variety of companies, including wireless carriers, local and long
distance telecommunications companies, broadcasting companies, independent
tower operators, utilities and railroad companies, own towers. Despite the
increasing demand for towers, the tower industry in the United States remains
highly fragmented, with only a few independent tower operators owning a large
number of towers. The pace of consolidation has begun to accelerate, however,
as the larger independent operators continue to acquire small local operators
and purchase towers from wireless communications companies. In addition,
wireless carriers are building out new,

or filling in existing, tower footprints for new and existing wireless
services. Independent operators have also expanded into a number of associated
network and communication site services, including the design of communication
sites and networks, the selection and acquisition of tower and rooftop sites
(including the resolution of zoning and permitting issues) and the construction
of towers. Previously, carriers typically handled such services through in-
house departments, and local nonintegrated service contractors focused on
specific segments such as site acquisition.

Networks and Towers

Wireless service providers require wireless transmission networks in order to
provide service to their customers. Each of these networks is configured
specifically to meet the coverage requirements of the particular provider and
includes transmission equipment such as antennas placed at various locations
throughout the service area. These locations, or communication sites, are
critical to the operation of a wireless network. A communication site may have
the capacity for multiple antenna installations, or antenna sites, depending on
the size and type of the communication site. The value of a tower generally
depends on its location and the number of antennas that it can support.

Set forth below is a diagram illustrating the basic functions of each of the
primary components of a "wireless network."

[GRAPHIC OF WIRELESS COMMUNICATIONS NETWORK]

Communication sites consist of towers, rooftops and other structures upon
which antennas are placed. A typical tower usually includes a compound
enclosing the tower and an equipment shelter (which houses a variety of
transmitting, receiving and switching equipment). The tower can be either a
self-supported or guyed model. There are two types of self-supported models,
the lattice and the monopole. A lattice model is usually tapered from the
bottom up and can have three or four sides of open-framed steel supports. A
monopole is a free-standing tubular structure. Guyed towers gain their support
capacity from a series of guy cables attaching separate levels of the tower to
anchor foundations in the ground. Monopoles typically range in height from 50-
200 feet, lattice towers can reach up to 1000 feet and guyed towers can reach
2000 feet or more.

Rooftop sites are more common in urban areas where tall buildings are
generally available and multiple communication sites are required because of
high wireless traffic density. One advantage of a rooftop site is that zoning
regulations typically permit installation of antennas. In cases of such high
population density, neither height nor extended radius of coverage are as
important and the installation of a tower structure may prove to be impossible
because of zoning restrictions, land cost and land availability. Antennas may
also be installed on structures such as electric transmission towers, silos,
water tanks, windmills and smokestacks.

Operation of Two-Way Wireless Systems

Wireless transmission networks use a variety of radio frequencies to transmit
voice and data. Wireless transmission networks include two-way radio
applications, such as cellular, wide band and narrow band PCS and ESMR
networks, and one way radio applications, such as paging services. Each
application operates within a distinct radio frequency. Although cellular
represents the largest segment of the wireless communications industry, other
wireless technologies are expected to grow significantly.

Two-way wireless service areas are divided into multiple regions called
"cells," each of which contains a base station consisting of a low-power
transmitter, a receiver and signaling equipment, typically located on a tower.
The cells are usually configured in a grid pattern, although terrain factors
(including natural and man-made obstructions) and signal coverage patterns may
result in irregularly shaped cells and overlaps or gaps in coverage. Cellular
system cells generally have a radius ranging from two miles to 25 miles and PCS
system cells generally have a radius ranging from one-quarter mile to 12 miles,
depending on the PCS technology being used, installation, height and the
terrain. Growing demand for cell sites is one of the primary reasons for
growing demand for our services. The base station in each cell is connected by
microwave, fiber optic cable or telephone wires to a switch, which uses
computers and specially developed software to control the operation of the
wireless telephone system for its entire service area. The switch controls the
transfer of calls from cells within the system and connects calls to the local
landline telephone system or to a long distance telephone carrier.

Each wireless transmission network is planned to meet a certain level of
subscriber density and traffic demand in addition to providing a certain
geographic coverage. Each transmission requires a certain amount of radio
frequency, so a system's capacity is limited by the amount of frequency that is
available. Each separate transmitter can reuse the same frequency, subject to
certain interference limitations. The design of each wireless system involves
the placement of transmission equipment in locations that will make optimal use
of available frequency based upon projected usage patterns, subject to the
availability of such locations and the ability to use them for wireless
transmission under applicable zoning requirements.

Wireless Communications

The wireless communications industry now provides a broad range of services,
including cellular, PCS, paging, SMR and ESMR. The industry has benefited in
recent years from increasing demand for its services, and industry experts
expect this demand to continue to increase. The following table sets forth Paul
Kagan Associates, Inc.'s industry estimates regarding projected subscriber
growth for certain types of wireless communications services.

1998-2002 2002-2008
Compounded Compounded
Estimated Projected Projected Annual Annual
1998 2002 2008 Growth Growth
Subscribers Subscribers Subscribers Rate Rate
----------- ----------- ----------- ---------- ----------
(In millions except percentages)

Cellular(1).......... 60.0 80.7 81.1 7.7% 0.1%
PCS(1)............... 7.2 46.0 86.6 59.0% 11.1%
ESMR(1).............. 2.8 10.1 17.0 37.8% 9.1%

- --------
(1) Data is from January 1999.

Although Paul Kagan Associates, Inc. is a leading industry analyst, we cannot
assure you that their projections of industry growth will be realized.
Projections are inherently uncertain and actual results will likely differ from
these projections, possibly materially.

We believe that more communication sites will be required in the future to
accommodate the expected increase in demand for wireless communications
services. In addition, we see additional opportunities with the development of
higher frequency technologies (such as PCS), which have a reduced cell range as
a result of signal propagation characteristics that require a more dense
network of towers. Also, network services may be required to service the
network build-outs of new carriers and the network upgrades and expansion of
existing carriers.

Current emerging wireless communications systems, such as PCS and ESMR,
represent an immediate and sizable market for providers of communication site
services as they build out large nationwide and regional networks. While
several PCS and ESMR providers have already built limited networks in certain
markets, these providers still need to fill in "dead zones" and expand
geographic coverage. The Cellular Telecommunications Industry Association, or
CTIA, estimates that, as of June 30, 1998, there were 57,674 antenna sites in
the United States. In October 1995, the PCIA, estimated that the number of
antenna sites in the United States for both cellular and PCS providers would
increase by an additional 100,000 antenna sites (more than one of which can be
located on a single communication site) over the subsequent ten years as
cellular systems expand coverage and PCS systems are deployed.

As a result of advances in digital technology, ESMR operators have also begun
to design and deploy digital mobile telecommunications networks in competition
with cellular providers. In response to the increased competition, cellular
operators are re-engineering their networks by increasing the number of sites,
locating sites within a smaller radius, filling in "dead zones" and converting
from analog to digital cellular service in order to manage subscriber growth,
extend geographic coverage and provide competitive services. The demand for
communication sites is also being stimulated by the development of new paging
applications, such as e-mail and voicemail notification and two-way paging, as
well as other wireless data applications.

Licenses are also being awarded, and technologies are being developed, for
numerous new wireless applications that will require networks of communication
sites. These potential applications include the auction of licenses that
occurred in February 1998 for local multi-point distribution services,
including wireless local loop, wireless cable television, data and Internet
access. Radio spectrum required for these technologies has, in many cases,
already been awarded and licensees have begun to build out and offer services
through new wireless systems. Examples of these systems include local loop
networks operated by WinStar and Teligent, wireless cable networks operated by
companies such as Cellular Vision and CAI Wireless, and data networks being
constructed and operated by BellSouth Wireless Data, MTEL and Ardis.

Characteristics of the Tower Industry

In addition to the increased demand for wireless services and the need to
develop and expand wireless communications networks, we believe that other
trends influencing the wireless communications industry have important
implications for independent tower operators. In this increasingly competitive
wireless industry environment, we believe that many providers are dedicating
their capital and operations primarily to those activities that directly
contribute to subscriber growth, such as marketing and distribution. Many
providers have, therefore, sought to reduce costs and increase efficiency
through the outsourcing of infrastructure network functions such as
communication site ownership, construction, operation and maintenance. Further,
in order to speed new network deployment or expansion and generate
efficiencies, providers are increasingly colocating transmission equipment with
that of other wireless service providers. The trend towards colocation has been
furthered by the "Not-In-My-Backyard" arguments generated by local
zoning/planning authorities in opposition to the proliferation of towers.

We also believe that, in addition to the favorable growth and outsourcing
trends in the wireless communications industry and barriers to entry as a
result of local zoning restrictions associated with new tower

sites, tower operators benefit from several favorable characteristics. The
ability of tower operators to provide antenna sites to customers on multiple
tenant towers protects them against the specific technology, product and market
risks typically faced by any individual provider. The emergence of new
technologies, providers, products and markets may allow independent tower
operators to further diversify against such risks. We believe that independent
tower operators also benefit from the contract nature of the site leasing
business and the predictability and stability of these recurring revenues. In
addition, the site leasing business has low variable operating costs and
significant operating leverage. Towers generally are fixed cost assets with
minimal variable operating costs associated with additional tenants. A tower
operator can generally expect to experience increasing operating margins when
new tenants are added to existing towers.

We believe that the site leasing business typically experiences low customer
churn rates as a result of the high costs that would be incurred by a wireless
service provider if it were to relocate an antenna to another site and
consequently be forced to re-engineer its network. Moving a single antenna may
alter the pre-engineered maximum signal coverage, requiring a reconfigured
network at significant cost to maintain the same coverage. Municipal approvals
are increasingly difficult to obtain and may also affect the provider's
decision to relocate. We believe that the costs associated with network
reconfiguration and municipal approval and the time required to complete these
activities are not generally justified by any potential savings in reduced site
leasing expense.

BUSINESS

General

We are a leading independent owner and operator of wireless communications
infrastructure in the United States. We generate revenues from our two primary
businesses--site leasing and site development services. Since our founding in
1989, we have participated in the development of more than 12,000 antenna sites
in 49 of the 51 major wireless markets in the United States. In 1997, we began
aggressively expanding our site leasing business by capitalizing on our
nationally recognized site development experience and strong relationships with
wireless service providers to take advantage of the trend toward colocation and
independent tower ownership. As of April 30, 1999, we owned or controlled 642
towers, had 51 towers pending acquisition under letters of intent or definitive
agreements and had non-binding mandates to build over 400 additional towers for
anchor tenants. Our Annualized tower cash flow for the first quarter of 1999
was $11.1 million.

As a result of our extensive existing tower base, we believe we are well-
positioned to continue to capitalize on the growth opportunities available in
the rapidly consolidating and highly fragmented tower leasing industry. We have
used our leadership position in the site development services business, our
existing national field organization and our strong relationships with wireless
service providers to expand into the ownership and leasing of communication
sites. We have added build-to-suit programs and other antenna site leasing
options to our service offerings and have acquired attractive communication
sites. Our build-to-suit programs provide an integrated solution to those
wireless service providers seeking to minimize their capital expenditures,
overhead and time associated with the build-out and on-going maintenance of
their wireless network infrastructure.

Our site development business consists of site development consulting and
site development construction. Our site development services business is an
"end-to-end" service offering design, construction and operating expertise to a
range of wireless service providers. Our site development services consist of:
(1) network pre-design; (2) communication site selection; (3) communication
site acquisition; (4) local zoning and permitting; and (5) site construction
and antenna installation.

We have a diverse range of customers, including cellular, PCS, paging, SMR
and ESMR providers, as well as other users of wireless transmission and
reception equipment. Our customers currently include many of the major wireless
communications companies, including AT&T Wireless, BellSouth Mobility DCS,
Nextel, Omnipoint, Pac Bell, PrimeCo, Southwestern Bell and Sprint PCS.

We will continue to use our site development expertise to complement our site
leasing business, secure additional build-to-suit mandates and choose
acquisitions and strategic sites that we believe will be attractive for future
tenants. We believe that as the site development industry matures, our revenues
and gross profit from the consulting segment of that business will continue to
decline substantially. We also believe that, over the longer term, our site
leasing revenues will increase as carriers move to outsource ownership and
management of towers and as the number of towers we own or control grows as a
result.

Business Strategy

. Maximizing Use of Tower Capacity. We believe that many of our towers
have or will have significant capacity available for antenna space
leasing and that increased use of our owned towers can be achieved at
low incremental cost. We generally construct our towers to accommodate
multiple tenants in addition to the anchor tenant, and a substantial
majority of our towers are lattice or guyed towers. We actively market
space on our own towers through our internal sales force.

. Developing New Towers That We Will Own and Operate. As wireless service
providers increasingly outsource their investment in, and ownership of,
towers, we can meet their outsourcing needs by using our expertise and
relationships in the site development business to construct towers with
anchor tenants through build-to-suit programs. We can also independently
identify attractive locations for new towers and strategically complete
pre-construction procedures necessary to secure tower sites in advance
of customer demand. We believe that we have one of the largest number of
non-binding build-to-suit mandates from wireless service providers in
the industry. As of April 30, 1999, we had non-binding mandates to build
over 400 additional towers under build-to-suit programs for carriers
including BellSouth Mobility DCS and Sprint PCS. Furthermore, we have in
varying stages of development over 150 additional sites which we believe
will be attractive locations for new tower construction. In 1998, we
built 308310 towers.

. Acquiring Existing Towers. We believe that our existing national field
organization gives us a competitive advantage in identifying
opportunities for the acquisition of existing towers. Our strategy is to
acquire towers that can service multiple tenants and are attractive to
wireless service providers based on their location, height and available
capacity. While we generally target smaller acquisitions, we believe
that there are many potential acquisition candidates and that the number
of available towers will grow as large cellular, PCS and other wireless
service providers divest their tower holdings. We have strict valuation
criteria and believe that certain tower properties can be purchased at
reasonable price levels. In 1998, we acquired 135 towers. As of April
30, 1999, we had letters of intent or definitive agreements with respect
to pending acquisitions for 51 towers.

. Building on Strong Relationships with Major Wireless Service
Providers. We are well-positioned to be a preferred partner in build-to-
suit programs because of our strong relationships with wireless service
providers and proven operating experience. In many cases, the personnel
awarding site development projects for wireless service providers are
the same personnel who make decisions with respect to build-to-suit
programs. We continually market our build-to-suit programs to our site
development service customers. Our build-to-suit customers include AT&T
Wireless, BellSouth Mobility DCS, Nextel, PrimeCo PCS, Southwestern
Bell, Sprint PCS and Western Wireless.

. Maintaining our Expertise in Site Development Services. We continue to
perform an array of site development services for wireless service
providers across the United States, including AT&T Wireless, BellSouth
Mobility DCS, Nextel, Pacific Bell Mobile Services, PrimeCo PCS,
Southwestern Bell, Sprint PCS and Western Wireless. We have a broad
national field organization that allows us to identify and participate
in site development projects across the country and that gives us a
knowledge of local markets and strong customer relationships with
wireless service providers.

. Capitalizing on Management Experience. Our management team has extensive
experience in site leasing and site development services. Management
believes that its industry expertise and strong relationships with
wireless carriers will allow us to continue to build and acquire a high
quality

portfolio of towers. Steven E. Bernstein, our President and Chief
Executive Officer, has more than 12 years of experience in the wireless
communications industry and our other executive officers have an average
of approximately five years of experience in this industry. In addition,
management is highly motivated to produce strong operating results based
on their approximately 52.5% ownership of our common stock equivalents
currently outstanding.

Company Services

We are a leading independent provider of communication sites and services,
offering an array of site leasing and site development services to the
wireless communications industry. We offer our customers the flexibility of
choosing between the provision of a full ready-to-operate site or any of the
component services involved in the operation of a full ready-to-operate site.
The site leasing services we provide include owning, leasing or managing
communication sites and leasing antenna space on communication sites to
wireless service providers. The site development services we provide, directly
or through subcontractors, include all activities associated with the
selection, acquisition and construction of communication sites for wireless
service providers.

Site Leasing Business

The site leasing business consists of:

. the ownership of communication sites pursuant to build-to-suit programs,
strategic builds and acquisitions;

. the leasing or subleasing of antenna space on communication sites to
wireless service providers; and

. the maintenance and management of communication sites.

We lease and sublease antenna space on our communication sites to a variety
of wireless service providers. We own or lease the ground under such
communication sites from third parties, and in some cases manage communication
sites for third parties in exchange for a percentage of the revenues or tower
cash flow. We determine tower cash flow by subtracting from gross tenant
revenues the direct expenses associated with operating the communication site,
such as ground lease payments, real estate taxes, utilities, insurance and
maintenance. The substantial majority of our owned or controlled towers are
the result of build-to-suit programs. In our build-to-suit programs, we use
some or all of the five phases of our site development business as we would
when providing site development services to a third party. After a tower has
been constructed, we lease antenna space on the tower. We generally receive
monthly lease payments from customers payable under written antenna site
leases. The majority of our outstanding customer leases, and the new leases we
typically enter into, have original terms of five years (with four or five
renewal periods of five years each) and usually provide for annual or periodic
price increases. Monthly lease pricing varies with the number and type of
antenna installed on a communication site. Broadband customers such as PCS,
cellular or ESMR generally pay substantially more monthly rent than paging or
other narrowband customers. We also provide a lease/sublease service as part
of our site leasing business whereby we lease space on a communication site
and sublease the space to a wireless service provider.

Management believes that the site leasing portion of our business has
significant potential for growth and we intend to expand our site leasing
business through increasing activity from our new tower builds and selective
acquisitions. We recently were awarded a non-binding mandate from BellSouth
Mobility DCS to execute all of its outsourced 1999 new tower build-out
(currently expected to be approximately 150 new towers) and also recently were
awarded a non-binding mandate from Sprint PCS to build approximately 100
towers in 1999.

In 1998, total capital expenditures associated with the acquisition and
construction of 443 towers were approximately $138.1 million. The following
table indicates the total number of our built and acquired towers as of April
30, 1999:

New
Location of Towers Acquired Builds Total % of Total
------------------ -------- ------ ----- ----------

South Carolina........................... 1 85 86 13%
Georgia.................................. 5 74 79 12%
Tennessee................................ 18 46 64 10%
Florida.................................. 42 10 52 8%
Texas.................................... 16 29 45 7%
New York................................. 33 10 43 7%
Wisconsin................................ 8 27 35 5%
Alabama.................................. 1 29 30 5%
Pennsylvania............................. 17 10 27 4%
Michigan................................. 0 20 20 3%
Minnesota................................ 16 3 19 3%
Ohio..................................... 8 8 16 3%
Oklahoma................................. 0 15 15 2%
Louisiana................................ 11 0 11 2%
North Carolina........................... 2 9 11 2%
Connecticut.............................. 1 9 10 2%
Iowa..................................... 8 2 10 2%
Kentucky................................. 4 5 9 1%
Delaware................................. 0 7 7 1%
Missouri................................. 1 5 6 *
New Mexico............................... 6 0 6 *
Virginia................................. 2 4 6 *
Nebraska................................. 1 4 5 *
Colorado................................. 4 0 4 *
Indiana.................................. 3 1 4 *
Maine.................................... 3 1 4 *
Maryland................................. 0 4 4 *
Mississippi.............................. 4 0 4 *
South Dakota............................. 3 0 3 *
California............................... 2 0 2 *
Illinois................................. 2 0 2 *
Kansas................................... 1 0 1 *
New Jersey............................... 0 1 1 *
North Dakota............................. 1 0 1 *
--- --- ---
Total.................................. 224 418 642
=== === ===

--------
* less than 1%

Build-to-Suit Programs

Under our build-to-suit programs, we generally construct towers only after
having signed an antenna site lease agreement with an anchor tenant and having
made the determination that the initial or planned capital investment for those
towers would not exceed a targeted multiple of expected tower cash flow from
those towers after a certain period of time. In selling our build-to-suit
programs, our sales representatives use their existing relationships in the
wireless communications industry to target wireless service providers
interested in outsourcing their network buildout. Our sales representatives
make proposals for build-to-suit towers in

response to competitive bids or specific requests and in circumstances where we
believe the provider would have an interest in build-to-suit towers. Although
the terms vary from proposal to proposal, we typically sign a five-year lease
agreement with an anchor tenant, with four or five additional five-year renewal
periods at the option of the lessee. While the proposed monthly rent also
varies, broadband customers such as PCS, cellular or ESMR generally pay more
than the aggregate monthly rent paid by paging or other narrowband customers.
In addition, anchor tenants will typically pay lower monthly rents than
subsequent tenants of a similar type service. In some cases, an anchor tenant
may also enjoy an introductory lease rate for a period of time.

If a wireless provider accepts the terms of the proposal submitted by us, the
provider will award us a non-binding mandate to pursue specific sites. Based on
the status of the geographic areas we have been given a mandate to pursue, we
will perform due diligence investigations for a designated period during which
time we will analyze the site based on a number of factors, including
colocation opportunities, zoning and permitting issues, economic potential of
the site, difficulty of constructing a multi-tenant tower and remoteness of the
site. These mandates are non-binding agreements and either party may terminate
the mandate at any time.

If, after our due diligence investigation during the mandate, we conclude
that it is economically feasible to construct the towers requested by the
wireless service provider, we will enter into an antenna site lease agreement
with the provider. In certain limited circumstances we are contractually
obligated to build a tower for the carrier regardless of the outcome of our due
diligence investigation. We have negotiated several master build-to-suit
agreements, including antenna site lease terms, with providers in specific
markets that we believe will facilitate our obtaining build-to-suit programs
from such providers in those markets. The antenna site lease agreements
typically provide that all obligations are conditioned on our receiving all
necessary zoning approvals where zoning remains to be obtained. Certain of the
antenna site lease agreements contain penalty or forfeiture provisions in the
event the tower is not completed within specified time periods.

Strategic Siting

Our strategic siting activities focus on developing new towers in locations
chosen by us, instead of by an anchor tenant in a build-to-suit program. We try
to identify attractive locations for new towers and strategically complete pre-
construction procedures necessary to secure the site in advance of demand from
a specific customer. We may invest in the zoning and permitting of these
strategic sites (and even the construction of the towers) when we have not yet
obtained an anchor tenant if we believe that demand for the site will exist in
the near term, or that a competitor of ours may acquire the site if we wait
until an anchor tenant is secured. However, we generally will not build a tower
on a strategic site until we have signed a lease with a tenant.

Acquisitions

We actively pursue acquisitions of communication sites. Our acquisition
strategy, like our new build strategy, is financially-oriented as opposed to
geographically or customer-oriented. Our goal is to acquire towers that have an
initial or planned capital investment not exceeding a targeted multiple of
expected tower cash flow from the acquired towers after a certain period of
time. We determine tower cash flow by subtracting from gross tenant revenues
the direct expenses associated with operating the communication site, such as
ground lease payments, real estate taxes, utilities, insurance and maintenance.

Our dedicated mergers and acquisitions personnel direct our acquisition
activities and are responsible for identification, negotiation, documentation
and consummation of acquisition opportunities, as well as the coordination and
management of independent advisors and consultants retained by us from time to
time in connection with acquisitions. In addition to our mergers and
acquisitions personnel, we rely on our national field representatives to
identify potential acquisitions. Our field representatives identify generally
smaller acquisition prospects, involving one to ten towers, and often provide
us with the exclusive opportunity to structure and consummate a transaction
with the potential seller. We believe that our field representatives and
knowledge of potential acquisition candidates gained through our substantial
site development business experience provide us with a competitive advantage.
This information will permit us to identify and

consummate acquisitions on more favorable terms than would be available to us
through competitively-bid or brokered acquisition prospects. As is the case
with our new tower builds, our focus is to acquire multi-tenant communication
sites with under-used capacity in locations that we believe will be attractive
to wireless service providers that have not yet built out their service in such
locations.

Lease/Sublease

Under our lease/sublease program, we lease antenna space on a communication
site and then sublease the space to wireless service providers. When these
lease/subleases were first signed, these providers chose the financial benefits
associated with the lease/sublease program, which include reduced capital
expenditures, as compared to paying for site development services on a fee
basis. Wireless paging providers comprise a significant majority of customers
who sublease antenna sites from us. The subleases generally have original terms
of five years, with four or five renewal periods of five years each at the
option of the lessee, and usually provide for annual or periodic price
increases.

Maintenance and Management

Once acquired or constructed, we maintain and manage our communication sites
through a combination of in-house personnel and independent contractors. We
also manage communication sites for third parties. In-house personnel are
responsible for oversight and supervision of all aspects of site maintenance
and management, and are particularly responsible for monitoring security access
and lighting, RF emission and interference issues, signage, structural
engineering and tower capacity, tenant relations and supervision of independent
contractors. We hire independent contractors locally to perform routine
maintenance functions such as landscaping, pest control, snow removal,
vehicular access, site access and equipment installation oversight. We engage
independent contractors on a fixed fee or time and materials basis or, in a few
limited circumstances where such contractors were sellers of towers to us, for
a percentage of tower cash flow.

Our network operations center in Boca Raton, Florida centrally monitors
security access and lighting for our towers, as well as other functions. As the
number of communication sites we own and manage increases, we anticipate
incurring greater expenditures to expand our maintenance infrastructure,
including expenditures for personnel and computer hardware and software. We
expect these expenditures to be marginal compared to the anticipated increased
revenues.

Site Development Business

We offer each phase of our site development services to our customers. These
services and phases are the same ones we employ for our own benefit when we
build towers for our ownership. During Phase I, network pre-design, we perform
pre-design analysis by investigating those geographic areas that are designated
as a priority by our customer. We will then identify, to the extent possible,
all sites that meet the customer's RF requirements in those areas. Mapping
specialists create maps of the sites, analyzing for a number of factors,
including which areas may have the most favorable zoning regulations and
availability of colocation opportunities. Typically, we conduct preliminary
zoning analysis and determine those areas where zoning approval is likely,
along with a possible time frame for approval. We use Phase I services to
eliminate costly redesigns once a project is started, which can result in
significant savings of both time and money.

In Phase II, site selection, we determine:

. which sites most closely meet the RF engineering requirements of the
customer;

. which sites are leasable or can be purchased;

. which sites have the potential to be zoned for site construction or
colocation based on the then current zoning requirements; and

. which sites are most suitable for construction and installation of
antennas.

Mapping specialists select the most suitable sites based on demographics,
traffic patterns and signal characteristics. Typically, we will identify two or
three potential sites for each location in the RF engineering plan, with the
intent of colocating on an existing site or constructing a new site on the
location most advantageous to the customer. We also seek FAA approval at this
time.

In Phase III, site acquisition, we secure the right from the property owner
to construct a tower or colocate on the site. Depending on the type of interest
in the property that we believe will best suit the needs of the customer, we
will negotiate and enter into on behalf of the customer:

. a contract of sale pursuant to which the customer acquires fee title to
the property;

. a long-term ground or rooftop lease pursuant to which the customer
acquires a leasehold interest in the property (typically a five-year
lease with four or five renewal periods of five years each);

. an easement agreement pursuant to which the customer acquires an
easement over the property; or

. an option to purchase or lease the property pursuant to which the
customer has a future right to acquire fee simple title to the property
or acquire a leasehold interest.

It is during this phase of the site development service that we generally
obtain a title report on the site, conduct a survey of the site, perform soil
analysis of the site and obtain an environmental survey of the site.

Phase IV, local zoning and permitting, includes preparing all appropriate
zoning applications and providing representation at any zoning hearings that
may be conducted. We also obtain all necessary entitlement land use permits
necessary to commence construction on the site or install equipment on the
site.

Phase V, construction and installation, involves the construction management
of the tower on a selected site, whether by the third party or directly by us.
During Phase V, we prepare a construction budget, install or monitor the
installation of equipment and antennas, hire sub-contractors to perform the
actual construction of the tower or equipment installation when not performed
by us, prepare a construction schedule, monitor all vendors' delivery and
installation of equipment and monitor the completion of all construction and
landscaping of the site.

The acquisition of CSSI, our construction subsidiary, in 1997 provided us
with in-house tower construction and antenna installation capability. CSSI had
extensive experience in the development and construction of tower sites and the
installation of antennas, microwave dishes and electrical and
telecommunications lines, primarily in the southeastern region of the United
States. CSSI's site development and construction services include clearing
sites, laying foundations and electrical and telecommunications lines, and
constructing equipment shelters and towers. CSSI has designed and built tower
sites for a number of its customers and will continue to provide construction
services for third parties. In addition, CSSI has constructed and is expected
to construct a portion of our towers in the future. Through CSSI, we can
provide cost-effective and timely completion of construction projects in part
because its site development personnel are cross-trained in all areas of site
development, construction and antenna installation. CSSI maintains a varied
inventory of heavy construction equipment and materials at its five-acre
equipment storage and handling facility in Ocala, Florida, which is used as a
staging area for projects in the southeastern region of the United States.

Our site development business is headquartered in Boca Raton, Florida. Once
we are awarded a site development project, we dispatch a site development team
from headquarters to the project site and establish a temporary field office
for the duration of the project. The site development team is typically
composed of our permanent employees and supplemented with local hires employed
only for that particular project. A team leader is assigned to each phase of
the site development project and reports to a project manager who oversees all
team leaders. Upon the completion of a site development project, the field
office is typically closed and all of our permanent employees are either
relocated to another project or directed to return to headquarters.

We generally set prices for each site development service separately.
Customers are billed for these services on a fixed price or time and materials
basis and we may negotiate fees on individual sites or for groups of sites.

The Com-Net Acquisition

On April 30, 1999, we acquired Com-Net Construction Services, Inc. Com-Net
constructs towers and terminal switches on a turn-key basis for wireless and
other telecommunications companies, primarily through the midwestern, eastern
and western United States. Since its inception in 1990, Com-Net has provided
construction and other related services on over 2,000 tower sites, ranging from
turn-key tower construction to the installation of antennas. Clients of Com-Net
include AT&T, BellSouth Cellular Corp., GTE and Sprint. For the year ended
December 31, 1998, Com-Net had revenues of over $20.0 million and gross profit
of $2.2 million. Dan Eldridge, the founder and President of Com-Net, will
continue as President of Com-Net subsequent to the acquisition. We intend for
Com-Net to continue to provide construction services to wireless carriers and
other telecommunications companies, and to build towers for our ownership. At
closing, we issued 780,000 shares of our Class A common stock to the
shareholders of Com-Net (480,000 of which were pledged to us and will be
returned to us if certain earnings targets are not met) and assumed working
capital debt of approximately $4.5 million. In addition, the shareholders of
Com-Net may receive up to $2.5 million in cash and 320,000 additional shares of
Class A common stock if certain 1999 earnings targets are met by the acquired
entity, and up to an additional 400,000 shares of Class A common stock if
certain 2000 earnings targets are met.

Customers

Since commencing operations, we have performed site leasing and site
development services for many of the largest wireless service providers. The
majority of our contracts have been for PCS broadband, ESMR, cellular and
paging customers. We also serve PCS narrowband, SMR, multichannel multipoint
distribution service, or MMDS, and multipoint distribution service, or MDS,
wireless providers. In both our site development and site leasing businesses,
we work with large national providers and smaller local, regional or private
operators. In 1998, our largest site development customers were Sprint PCS,
BellSouth Mobility DCS and Pacific Bell Mobile Services, representing 41.3%,
23.8% and 13.5%, respectively, of our 1998 site development revenue. PageNet
represented 33.4% of our site leasing revenue. These revenues come primarily
from our lease/sublease component of our site leasing business. Our other major
site leasing customers were Sprint PCS, BellSouth Mobility DCS and AT&T,
representing 6.3%, 2.6% and 1.4%, respectively, of our 1998 site leasing
revenue. No other customer represented more than 10.0% of our revenues.

In 1997 or 1998, we provided services for a number of customers, including:

Alltel Omnipoint
A+ Network Pacific Bell Mobile Services
Aerial Communications PageNet
AT&T Wireless Services Powertel
Bell Atlantic NYNEX Mobile Systems PrimeCo PCS
BellSouth Mobility DCS Sprint PCS
CellNet Data Systems 360 Communications Company
Comnet Cellular, Inc. US West Communication
Nextel WinStar

Sales and Marketing

Our sales and marketing goals are:

. to continue to grow our site leasing business;

. to further cultivate existing customers to obtain mandates for build-to-
suit programs as well as to sell site development services;

. to use our contacts and industry knowledge to better identify attractive
locations for new tower builds;

. to use existing relationships and develop new relationships with
wireless service providers to lease antenna space on our owned or
managed communication sites;

. to form affiliations with select communications systems vendors who use
end-to-end services, including those provided by us, which will enable
us to market our services and product offerings through additional
channels of distribution; and

. to sustain a market leadership position in the site development
business.

Historically, we have capitalized on the strength of our experience,
performance and relationships with wireless service providers to position
ourselves for additional site development business. We have leveraged these
attributes to obtain build-to-suit mandates, and we expect to continue to do so
in the future. We also use these attributes to identify attractive locations to
build towers on strategic sites.

We have a dedicated sales force which is supplemented by members of our
executive management team. Our salespeople are based regionally as well as in
the corporate office. Our senior management focuses on maintaining and
cultivating relationships with wireless service providers. Our strategy is to
delegate sales efforts to those employees of ours who have the best
relationships with the wireless service providers. We assign our
representatives specific accounts based on historical experience with a
provider and the quality of the relationship between our representative and the
provider. Most wireless service providers have national corporate headquarters
with regional offices. We believe that most decisions for site development and
site leasing services are made by providers at the regional level with input
from their corporate headquarters. Our sales representatives work with provider
representatives at the local level and at the national level when appropriate.
Our sales staff compensation is heavily weighted to incentive-based goals and
measurements. In addition to our marketing and sales staff, we rely upon our
executive and operations personnel on the national and field office levels to
identify sales opportunities within existing customer accounts, as well as
acquisition opportunities.

Our primary marketing and sales support is centralized and directed from our
headquarters office in Boca Raton, Florida and is supplemented by our regional
offices. We have a full-time staff dedicated to our marketing efforts. The
marketing and sales support staff are charged with implementing our marketing
strategies, prospecting and producing sales presentation materials and
proposals.

Competition

We compete for site leasing tenants with:

. wireless service providers that own and operate their own tower
footprints and lease, or may in the future decide to lease, antenna
space to other providers;

. site development companies that acquire antenna space on existing towers
for wireless service providers, manage new tower construction and
provide site development services;

. other large independent tower companies; and

. smaller local independent tower operators.

Wireless service providers that own and operate their own tower networks
generally are substantially larger and have greater financial resources than we
do. We believe that tower location and capacity, price, quality of service and
density within a geographic market historically have been and will continue to
be the most significant competitive factors affecting the site leasing
business. We also compete for development and new tower construction
opportunities with wireless service providers, site developers and other
independent tower operating companies and believe that competition for site
development will increase and that additional competitors will enter the tower
market, some of which may have greater financial resources than we do.

The following is a list of our primary competitors for build-to-suit mandates
and tower acquisitions: American Tower Corporation, Crown Castle International
Corp., LCC International, Lodestar Communications, Motorola, Pinnacle Tower,
SpectraSite, Unisite and WesTower.

We believe that the majority of our competitors in the site development
business operate within local market areas exclusively, while some firms appear
to offer their services nationally, including American Tower Corporation,
Bechtel, Black & Veach, Mastec, NLS, Pyramid, SpectraSite and WesTower. The
market includes participants from a variety of market segments offering
individual, or combinations of, competing services. The field of competitors
includes site development consultants, zoning consultants, real estate firms,
right-of-way consulting firms, construction companies, tower owners/managers,
radio frequency engineering consultants, telecommunications equipment vendors
(which provide end-to-end site development services through multiple
subcontractors) and providers' internal staff. We believe that providers base
their decisions on site development services on a number of criteria, including
a company's experience, track record, local reputation, price and time for
completion of a project. We believe that we compete favorably in these areas.

Employees

As of March 31, 1999, we had 320 employees, none of whom is represented by a
collective bargaining agreement. We consider our employee relations to be good.
Due to the nature of our business, we experience a "run-up" and "run-down" in
the number of employees as contracts are completed in one area of the country
and are commenced in a different area.

Properties

We are headquartered in Boca Raton, Florida, where we currently lease
approximately 32,000 square feet of space. We open and close project offices
from time to time in connection with our site development business, which
offices are generally leased for periods not to exceed 18 months. We have
entered into longer leases in Atlanta, Boston and Milwaukee, which are regional
office locations.

Legal Proceedings

From time to time, we are involved in various legal proceedings relating to
claims arising in the ordinary course of business. We are not a party to any
such legal proceeding, the adverse outcome of which, individually or taken
together with all other legal proceedings, is expected to have a material
adverse effect on our prospects, financial condition or results of operations.

Regulatory and Environmental Matters

Federal Regulations. Both the FCC and FAA regulate towers used for wireless
communications transmitters and receivers. These regulations control the siting
and marking of towers and may, depending on the characteristics of particular
towers, require prior approval and registration of tower facilities. Wireless
communications devices operating on towers are separately regulated and
independently licensed based upon the particular frequency used.

Pursuant to the requirements of the Communications Act of 1934, the FCC, in
conjunction with the FAA, has developed standards to consider proposals for new
or modified antennas. These standards mandate that the

FCC and the FAA consider the height of proposed antennas, the relationship of
the structure to existing natural or man-made obstructions and the proximity of
the antennas to runways and airports. Proposals to construct or to modify
existing antennas above certain heights are reviewed by the FAA to ensure the
structure will not present a hazard to aviation. The FAA may condition its
issuance of a no-hazard determination upon compliance with specified lighting
and/or marking requirements. The FCC will not license the operation of wireless
telecommunications devices on towers unless the tower has been registered with
the FCC or a determination has been made that such registration is not
necessary. The FCC will not register a tower unless it has been cleared by the
FAA. The FCC may also enforce special lighting and painting requirements.
Owners of wireless transmissions towers may have an obligation to maintain
painting and lighting to conform to FCC standards. Tower owners also bear the
responsibility of notifying the FAA of any tower lighting outage. We generally
indemnify our customers against any failure to comply with applicable
regulatory standards. Failure to comply with the applicable requirements may
lead to civil penalties.

The Telecommunications Act of 1996 amended the Communications Act of 1934 by
preserving state and local zoning authorities jurisdiction over the
construction, modification and placement of towers. The new law, however,
limits local zoning authority by prohibiting any action that would (1)
discriminate between different providers of personal wireless services or (2)
ban altogether the construction, modification or placement of radio
communication towers. Finally, the 1996 Telecom Act requires the federal
government to help licensees for wireless communications services gain access
to preferred sites for their facilities. This may require that federal agencies
and departments work directly with licensees to make federal property available
for tower facilities.

Owners and operators of antennas may be subject to, and therefore must comply
with, environmental laws. The FCC's decision to license a proposed tower may be
subject to environmental review pursuant to the National Environmental Policy
Act of 1969, which requires federal agencies to evaluate the environmental
impacts of their decisions under certain circumstances. The FCC has issued
regulations implementing the National Environmental Policy Act. These
regulations place responsibility on each applicant to investigate any potential
environmental effects of operations and to disclose any significant effects on
the environment in an environmental assessment prior to constructing a tower.
In the event the FCC determines the proposed tower would have a significant
environmental impact based on the standards the FCC has developed, the FCC
would be required to prepare an environmental impact statement. This process
could significantly delay the registration of a particular tower.

As an owner and operator of real property, we are subject to certain
environmental laws that impose strict, joint and several liability for the
cleanup of on-site or off-site contamination and related personal or property
damages. We are also subject to certain environmental laws that govern tower
placement, including pre-construction environmental studies. Operators of
towers must also take into consideration certain RF emissions regulations that
impose a variety of procedural and operating requirements. The potential
connection between RF emissions and certain negative health effects, including
some forms of cancer, has been the subject of substantial study by the
scientific community in recent years. To date, the results of these studies
have been inconclusive. We believe that we are in substantial compliance with
and we have no material liability under all applicable environmental laws.
These costs of compliance with existing or future environmental laws and
liability related thereto may have a material adverse effect on our prospects,
financial condition or results of operations.

State and Local Regulations. Most states regulate certain aspects of real
estate acquisition and leasing activities. Where required, we conduct the site
acquisition portions of our site development services business through licensed
real estate brokers or agents, who may be our employees or hired as independent
contractors. Local regulations include city and other local ordinances, zoning
restrictions and restrictive covenants imposed by community developers. These
regulations vary greatly, but typically require tower owners to obtain approval
from local officials or community standards organizations prior to tower
construction. Local zoning authorities generally have been hostile to
construction of new transmission towers in their communities because of the
height and visibility of the towers.

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors are as follows:

Name Age Position
------------------------ --- --------

Steven E. Bernstein..... 38 Chairman of the Board, President and Chief Executive Officer
Ronald G. Bizick, II.... 31 Executive Vice President Sales and Marketing
Robert M. Grobstein..... 3940 Chief Accounting Officer
Michael N. Simkin....... 46 Chief Operating Officer
Jeffrey A. Stoops....... 40 Chief Financial Officer
Donald B. Hebb, Jr...... 56 Director
C. Kevin Landry......... 55 Director
Robert S. Picow......... 43 Director
Richard W. Miller....... 58 Director

Steven E. Bernstein, our founder, has been our President, Chief Executive
Officer and a director since our inception in 1989. From 1986 to 1989, Mr.
Bernstein was employed by McCaw Cellular Communications. While at McCaw, Mr.
Bernstein was responsible for the development of the initial Pittsburgh non-
wireline cellular system and the start-up of the Pittsburgh sales network. Mr.
Bernstein is a graduate of the University of Florida, where he majored in Real
Estate and earned a Bachelor of Science degree in Business Administration. He
was PCIA's 1996 Entrepreneur of the Year.

Ronald G. Bizick, II, Executive Vice President Sales and Marketing, has been
an executive officer with us since 1993. He is responsible for sales and
marketing of our site development and site leasing services. Prior to joining
us in 1990, Mr. Bizick was employed by a private land planning and development
firm specializing in commercial and residential wetland and zoning approvals.
Mr. Bizick is a cum laude graduate of the University of Pittsburgh, where he
earned a Bachelor of Arts degree in Business and Communications.

Robert M. Grobstein, CPA, Chief Accounting Officer, has been an executive
officer with us since December 1993. He is responsible for risk management,
financial reporting, and accounting. From January 1990 to March 1993, Mr.
Grobstein served as Controller for Turnberry Isle Resort and Country Club,
where he supervised a 28-person accounting staff. Mr. Grobstein is a graduate
of Robert Morris College, where he majored in Accounting and earned a Bachelor
of Science degree in Business Administration. He is a member of both the
American Institute of C.P.A.'s and the Florida Institute of C.P.A.'s.

Michael N. Simkin, Chief Operating Officer, joined us in April 1998. From
July 1997 to February 1998, he was Chief Executive Officer of Centennial
Communications Corporation, an international specialized mobile radio service
provider based in Denver. From April 1995 to April 1997, he was Vice President
and General Manager of PrimeCo Personal Communications for the South Florida
region. From April 1993 to April 1995, Mr. Simkin was Executive Director of
Corporate Strategy for Airtouch Communications. He has an A.B. in Economics and
an MBA from the University of California at Berkeley.

Jeffrey A. Stoops, Chief Financial Officer, joined us in April 1997. Mr.
Stoops is responsible for all finance, mergers and acquisitions, capital market
activities and legal matters for us. Prior to joining us, Mr. Stoops was a
partner with Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., a South Florida
law firm, where he practiced for 13 years in the corporate, securities and
mergers and acquisitions areas. Mr. Stoops received his Bachelor of Science
degree and his JD degree from Florida State University, and is a member of the
Florida Bar and also serves as our General Counsel.

Donald B. Hebb, Jr. was elected as a director of ours in February 1997. Mr.
Hebb also has been a Managing Member of the general partner of ABS Capital
Partners II, L.P., a private equity fund, and related entities, since March
1993. Prior to that time, he was a Managing Director of Alex. Brown, investing
private equity funds. Prior to that time, Mr. Hebb served as President and
Chief Executive Officer of Alex. Brown and in that capacity, initiated the
Alex. Brown Merchant Banking Group early in 1990. Mr. Hebb was the nominee of
ABS for election as director.

C. Kevin Landry was elected as a director of ours in March 1997. Mr. Landry
has been a Managing Director and Chief Executive Officer of TA Associates, Inc.
since its incorporation in 1994. From 1982 to 1994, he served as a Managing
Partner of its predecessor partnership. Mr. Landry also serves on the Board of
Directors of Standex International Corporation. He has also served as a
director of Alex. Brown. Mr. Landry was the nominee of TA Associates for
election as director.

Robert S. Picow was elected as a director of ours in November 1998. Mr. Picow
founded Allied Communications, a distributor of communications equipment, in
1982. He served as the Chief Executive Officer of Allied until its sale in 1996
to Brightpoint, Inc., a publicly traded communications equipment company. Mr.
Picow also served as a director of Brightpoint from June 1996 to August 1997.
Mr. Picow is a private investor.

Richard W. Miller was elected as a director of ours in April 1999. Mr. Miller
has previously served on our Board of Directors from May 1997 to August 1998.
From 1993 to 1997, Mr. Miller was a Senior Executive Vice President and Chief
Financial Officer of AT&T. From 1990 to 1993, he was the Chairman and Chief
Executive Officer of Wang Laboratories, Inc. Mr. Miller also serves on the
Board of Directors of Avalon Properties, Inc. and Closure Medical Corporation.
Mr. Miller is a private investor.

Pursuant to an amendment to our articles of incorporation that will become
effective upon consummation of the offerings,offering, our Board of Directors will be
classified into three classes of directors, denoted as Class I, Class II and
Class III. Messrs. Picow and Landry will be Class I directors, Messrs. Hebb andMr. Miller will be Class II directors, and Mr. Bernstein will
be a Class II director, and Messrs. Bernstein and Hebb will be Class III
director.directors. See "Description of Capital Stock."

Board Committees

In 1999, our Board of Directors approved the creation of a compensation
committee and an audit committee. The compensation committee, composed of
Messrs. Hebb, Landry and Miller, will establish salaries, incentives and other
forms of compensation for executive officers and will administer incentive
compensation and benefit plans provided for employees. The audit committee,
composed of Messrs. Bernstein, Picow and Miller, will review our audit policies
and will oversee the engagement of our independent auditors, as well as develop
financing strategies for us and approving outside auditors.

Executive Compensation

The following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of SBA to our Chief Executive Officer and four other most
highly compensated executive officers for each of the years ended December 31,
1996, 1997 and 1998.

Summary Compensation Table

Long Term
Compensation
Awards
------------
Number of
Annual Compensation Securities All
---------------------- Underlying Other
Name and Principal Options/ Compen-
Position Year Salary ($) Bonus ($) SARs (#) sation ($)(a)
------------------ ---- ---------- --------- ------------ ------------- --- ---

Steven E. Bernstein..... 1998 354,822 283,850(b) -- 13,066(d)
Chairman of the Board,
President and 1997 354,822 100,000(c) -- 15,669(d)
Chief Executive Officer 1996 195,000 3,995,000 -- 23,172(d)
Ronald G. Bizick, II.... 1998 275,000 151,250 -- 1,000
Executive Vice
President-- 1997 275,000 100,000 773,528(e) 1,000
Sales and Marketing 1996 75,000 1,629,000 -- 1,000
Robert M. Grobstein..... 1998 204,815 108,000 -- 1,000
Chief Accounting
Officer 1997 204,815 100,000 386,764 1,000
1996 104,980 560,020 -- 1,000
Michael N. Simkin....... 1998 254,815(f) 145,981(g) 200,000 1,000
Chief Operating Officer 1997 -- -- -- --
1996 -- -- -- --
Jeffrey A. Stoops....... 1998 304,798 165,000 -- 1,000
Chief Financial
Officer............... 1997 304,798(h) 100,000 100,000(i) 1,000
1996 -- -- -- --

- --------
(a) These numbers include matching payments made under our 401(k) plan.
(b) This number represents the value of 51,609 shares of Class A common stock
issued to Mr. Bernstein on December 31, 1998.
(c) This number represents the value of 26,810 shares of Class A common stock
issued to Mr. Bernstein in the first quarter of 1998.
(d) This number includes the provision of a car allowance to Mr. Bernstein.
(e) These options were exercised by Mr. Bizick in June 1998.
(f) This number represents Mr. Simkin's annual compensation. Mr. Simkin began
his employment with us on April 13, 1998.
(g) This number represents the value of 26,542 shares of Class A common stock
issued to Mr. Simkin on December 31, 1998.
(h) This number represents Mr. Stoops' annual compensation. Mr. Stoops began
his employment with us on April 1, 1997.
(i) Does not include options to purchase shares of Class B common stock granted
by Mr. Bernstein to Mr. Stoops. On March 14, 1997, Mr. Bernstein granted
Mr. Stoops options to purchase 1,369,863 shares of Class B common stock at
an exercise price of $2.19 per share.

Options/SAR Grants in Last Fiscal Year

Individual Grants
----------------------------------------------
Potential
Realizable
Value At
Assumed Annual
Rate of Stock
Number of % of Total Price
Securities Options/SARs Appreciation
Underlying Granted to Exercise for Option Term
Options/SARs Employees in Price Expiration ---------------
Name Granted 1998 Per Share Date 5%($) 10%($)
---- ------------ ------------ --------- ---------- ------- -------

Steven E. Bernstein..... -- -- -- -- -- --
Ronald G. Bizick, II.... -- -- -- -- -- --
Robert M. Grobstein..... -- -- -- -- -- --
Michael N. Simkin....... 200,000(a) 25% $2.63 6/15/08 330,799 838,309
Jeffrey A. Stoops....... -- -- -- -- -- --

- --------
(a) These options were granted to Mr. Simkin in 1998 as part of his employment
package. These options vest over three years from the date of grant.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Year-end Option/SAR Values

Number of Securities
Underlying Unexercised Value of Unexercised In-
Shares Options/SARs the-Money Options/SARs
Acquired at December 31, 1998 at December 31, 1998($)
on Value -------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------- ---------- ----------- ------------- ----------- -------------

Steven E. Bernstein..... -- -- -- -- -- --
Ronald G. Bizick, II.... 773,528(a) $1,372,239 -- -- -- --
Robert M. Grobstein..... -- -- 386,764(b) -- 2,107,864 --
Michael N. Simkin....... -- -- 66,667 133,333 191,334 382,666
Jeffrey A. Stoops....... -- -- 66,667(c) 33,333(d) 191,334 95,666

- --------
(a) These options were exercised by Mr. Bizick in June 1998. The shares of
Class A common stock acquired upon exercise of these options have not been
sold.
(b) These options were granted to Mr. Grobstein in connection with our
corporate reorganization in 1997.
(c) This does not include exercisable options to acquire 913,242 shares of
Class B common stock that Mr. Bernstein granted to Mr. Stoops.
(d) This does not include unexercisable options to acquire 456,621 shares of
Class B common stock that Mr. Bernstein granted to Mr. Stoops.

Employment Agreements

Steven E. Bernstein. We do not have an employment agreement with Steven E.
Bernstein, our President and Chief Executive Officer. Mr. Bernstein is,
therefore, not subject to non-competition or non-solicitation contractual
restrictions. Mr. Bernstein was paid a base salary of $350,000 for 1998 and an
annual cash bonus based on achievement of performance criteria established by
the Board. Mr. Bernstein's compensation and other terms of employment are
determined by our Board of Directors.

Ronald G. Bizick, II. Mr. Bizick is party to an employment agreement with us
dated as of January 1, 1997. Under his employment agreement, Mr. Bizick
receives an initial base salary of $275,000 per year and an annual cash bonus
based on achievement of performance criteria established by the Board of
Directors. Mr. Bizick's bonus is not permitted to exceed his base annual
salary. Mr. Bizick's employment agreement is for an initial three-year term,
and automatically renews for an additional one-year term unless either Mr.
Bizick or SBA provides written notice to the other party at least 90 days prior
to renewal. Mr. Bizick's employment agreement provides that upon termination of
employment by us without cause, we will pay an amount equal to the aggregate
present value of the product of the base annual salary paid to Mr. Bizick by us
multiplied by 2.0. The agreement also provides for noncompetition,
nonsolicitation and nondisclosure covenants.

Robert M. Grobstein. Mr. Grobstein is party to an employment agreement with
us dated as of January 1, 1997. Under his employment agreement, Mr. Grobstein
received an initial base salary of $200,000 per year and an annual cash bonus
based on achievement of performance criteria established by the Board of
Directors. Mr. Grobstein's bonus is not permitted to exceed Mr. Grobstein's
base annual salary. Mr. Grobstein's employment agreement is for an initial
three-year term, and automatically renews for an additional one-year term
unless either Mr. Grobstein or SBA provides written notice to the other party
at least 90 days prior to renewal. Mr. Grobstein's employment agreement
provides that upon termination of employment by us without cause we will pay an
amount equal to the aggregate present value of the base annual salary paid to
Mr. Grobstein by us, multiplied by 2.0. The agreement also provides for
noncompetition, nonsolicitation and nondisclosure covenants.

Michael N. Simkin. Mr. Simkin is party to an employment agreement with us
dated as of June 15, 1998. Under his employment agreement, Mr. Simkin receives
an initial base salary of $250,000 per year and an annual cash bonus based on
achievement of performance criteria established by the Board of Directors. This
bonus is not permitted to exceed Mr. Simkin's pro-rated base salary then in
effect. For calendar year 1998, Mr. Simkin's pro-rated period is the period
from April 13, 1998 to December 31, 1998. Mr. Simkin's employment agreement is
for an initial 34-month term, and automatically renews for an additional one-
year term, unless either Mr. Simkin or SBA provides written notice to the other
party at least 90 days prior to renewal. Mr. Simkin's employment agreement
provides that upon termination of employment by us without cause we will pay an
amount equal to Mr. Simkin's aggregate annual compensation. The agreement also
provides for noncompetition, nonsolicitation and nondisclosure covenants.

Jeffrey A. Stoops. Mr. Stoops is party to an employment agreement with us
dated as of March 14, 1997. Under his employment agreement, Mr. Stoops receives
an initial base salary of $300,000 per annum and an annual cash bonus based on
achievement of performance criteria established by the Board of Directors. Mr.
Stoops' bonus is not permitted to exceed Mr. Stoops' base annual salary. Mr.
Stoops' employment agreement is for an initial 33-month term, and automatically
renews for an additional one-year term, unless either Mr. Stoops or SBA
provides written notice to the other party at least 90 days prior to renewal.
Mr. Stoops' employment agreement provides that upon termination of employment
by us without cause we will pay an amount equal to Mr. Stoops' base annual
salary. The agreement also provides for noncompetition, nonsolicitation and
nondisclosure covenants.

Compensation of Directors

We reimburse our four outside directors for expenses incidental to attendance
at meetings of the Board of Directors. Prior to the offerings,offering, each of Messrs.
Miller and Picow received options to purchase 100,000 shares of Class A common
stock, at an exercise price of $2.63 per share upon their election to the Board
of Directors, and those options vest over three years from the date of grant.
After the consummation of the offerings,offering, any new directors will be compensated
under the 1999 Equity Participation Plan. See "1999 Equity Participation Plan--
Independent Directors." In addition, Richard W. Miller and Robert S. Picow each
receives compensation for his services as our director and consultant. Mr.
Miller and Mr. Picow each receives $1,000 per Board meeting for attendance at
such meetings, and $1,000 per day for consulting, plus expenses.

1996 Stock Option Plan

Pursuant to the 1996 Stock Option Plan, options to purchase an aggregate of
1,272,452 shares of Class A common stock in the form of both nonqualified stock
options and incentive stock options, were granted to our directors, key
employees and consultants. A total of 1,800,000 shares of Class A common stock
was reserved for issuance under this option plan. As of March 31, 1999, options
to acquire 1,164,300 shares were issued and outstanding, with an exercise price
of $2.63 per share and options to acquire 105,719 shares were issued and
outstanding with an exercise price of $4.00 per share. These options generally
vest over three-year periods from the date of grant. Pursuant to a resolution
by our board of directors, no new options may be granted under this option
plan.

1999 Equity Participation Plan

In 1999, our Board of Directors approved the creation of the 1999 Equity
Participation Plan of SBA Communications Corporation, which we also refer to as
the Equity Plan. A total of 2,500,000 shares of Class A common stock are
reserved for issuance under this option plan. The principal purposes of the
Equity Plan are to provide incentives for our officers, employees and
consultants through granting of options, restricted stock and other awards,
thereby stimulating their personal and active interest in our development and
financial success, and inducing them to remain in our employ. The Equity Plan
is also intended to assist us in attracting and retaining qualified independent
directors (that is, directors who are not employed by us), by providing for the
automatic grant of options to independent directors. In April 1999, we granted
to our executive officers and other employees options to purchase an aggregate
of approximately 900,000 shares of Class A common stock at an exercise price of
$8.00 per share, which vest in three installments commencing December 31, 1999
and ending on April 19, 2002.

Under the Equity Plan, not more than 2,500,000 shares of Class A common stock
(subject to antidilution and other adjustment provisions) are authorized for
issuance upon exercise of options, stock appreciation rights (which we also
refer to as SARs), and other awards, or upon vesting of restricted or deferred
stock awards. Furthermore, the maximum number of shares which may be subject to
options, SARs, restricted stock or other awards granted under the Equity Plan
to any individual in any calendar year cannot exceed 500,000 (subject to
antidilution and other adjustment provisions).

The principal features of the Equity Plan are summarized below, but the
summary is qualified in its entirety by reference to the Equity Plan, which is
filed as an exhibit to the registration statement of which this prospectus is a
part.

Administration

Prior to our initial registration of Class A common stock under Section 12 of
the Exchange Act, our Board of Directors will administer the Equity Plan.
Following such registration, the compensation committee or another committee or
subcommittee appointed under the terms of the Equity Plan (which we refer to as
the Committee) which other committee or subcommittee consists solely of two or
more members of the Board, each of whom is both a "non-employee director" for
purposes of Rule 16b-3 under the Exchange Act and an "outside director" for the
purposes of Section 162(m) of the Code, will administer the Equity Plan with
respect to grants to our employees or consultants and the full Board will
administer the Equity Plan with respect to options granted to independent
directors.

Notwithstanding the foregoing, the full Board may administer the Equity Plan
with respect to grants to our employees or consultants, except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code are required to be
determined by the Committee.

Subject to the terms and conditions of the Equity Plan, the Committee has the
authority to select the employees and consultants, if any, to whom awards are
to be made, to determine the number of shares to be subject thereto and the
terms and conditions thereof, and to make all other determinations and to take
all other actions necessary or advisable for the administration of the Equity
Plan with respect to grants or awards made to employees or consultants. The
Committee (and the Board) is also authorized to adopt, amend and rescind rules
relating to the administration of the Equity Plan. Notwithstanding the
foregoing, the Board shall conduct the general administration of the Equity
Plan with respect to options granted to independent directors.

Eligibility

Options, SARs, restricted stock and other awards under the Equity Plan may be
granted to individuals who are our employees or consultants (or employees or
consultants of any current or future subsidiaries of SBA) selected by the
Committee for participation in the Equity Plan. In addition, the Equity Plan
provides for certain automatic grants of non-qualified stock options to
independent directors.

Independent Directors

The Equity Plan provides for automatic grants of non-qualified stock options
to purchase 50,000 shares of Class A common stock to each independent director
who is initially elected to the Board after April 19, 1999, with a per share
exercise price equal to the fair market value per share at the date of grant.
Each such option will become exercisable in cumulative annual installments of
one-fifth each on each of the first five anniversaries of the date of the grant
so long as the independent director continues to serve as our director;
provided, however, to the extent permitted by Rule 16b-3, the Board of
Directors may accelerate the exercisability of options upon the occurrence of
certain specified extraordinary corporate transactions or events. No portion of
an option granted to any independent director shall be exercisable after the
tenth anniversary of the date of grant or after the termination of the
independent director's services as our director. In addition to providing for
automatic option grants to independent directors first elected to the Board
after April 19, 1999, the Equity Plan provides that the Board may, in its
discretion, make additional option grants to independent directors from time to
time. The terms of each option granted to independent directors will be set
forth in a written agreement between us and the independent director.

Awards under the Equity Plan

The Equity Plan provides that the Committee may grant or issue stock options,
SARs, restricted stock, deferred stock, dividend equivalents, performance
awards, stock payments, and other stock related benefits, or any combination
thereof to any eligible employee or consultant. Each such award will be set
forth in a separate agreement with the person receiving the award and will
indicate the type, terms and conditions of the award.

Nonqualified Stock Options, which we also refer to as NQSOs, will provide for
the right to purchase Class A common stock at a specified price which, except
with respect to NQSOs intended to qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code, may be less than fair market
value on the date of grant (but not less than par value), and usually will
become exercisable (in the discretion of the Committee) in one or more
installments after the grant date, subject to the participant's continued
employment with us and/or subject to the satisfaction of individual performance
targets established by the Committee. NQSOs may be granted for any term
specified by the Committee. Notwithstanding the foregoing, NQSOs granted to
independent directors shall be subject to the terms described above.

Incentive Stock Options, which we also refer to as ISOs, will be designed to
comply with certain restrictions contained in the Internal Revenue Code. Among
such restrictions, ISOs: (1) must have an exercise price not less than the fair
market value of a share of Class A common stock on the date of grant, (2) may
only be granted to employees, (3) must expire within a specified period of time
following the optionee's termination of employment, and (4) must be exercised
within ten years after the date of grant; but may be subsequently modified to
disqualify them for treatment as ISOs. In the case of an ISO granted to an
individual who owns (or is deemed to own) at least 10% of the total combined
voting power of all of our classes of stock, the Equity Plan provides that the
exercise price must be at least 110% of the fair market value of a share of
Class A common stock on the date of grant and the ISO must expire upon the
fifth anniversary of the date of its grant.

Restricted Stock may be sold to participants at various prices (but not below
par value) and made subject to such restrictions as may be determined by the
Committee. Restricted stock, typically, may be repurchased by us at the
original purchase price if the conditions or restrictions are not met. In
general, restricted stock may not be sold, or otherwise transferred, until
restrictions are removed or expire. Purchasers of restricted stock, unlike
recipients of options, will have voting rights and will receive dividends prior
to the time when the restrictions lapse.

Deferred Stock may be awarded to participants, subject to vesting conditions
based on continued employment or on performance criteria established by the
Committee. Like restricted stock, deferred stock may not be sold, or otherwise
transferred, until vesting conditions are removed or expire. Unlike restricted
stock, deferred stock will not be issued until the deferred stock award has
vested, and recipients of deferred stock generally will have no voting or
dividend rights prior to the time when vesting conditions are satisfied.

Stock Appreciation Rights may be granted in connection with stock options or
other awards, or separately. SARs granted by the Committee in connection with
stock options or other awards typically will provide for payments to the holder
based upon increases in the price of Class A common stock over the exercise
price of the related option or other awards. Except as required by Section
162(m) of the Internal Revenue Code with respect to any SAR intended to qualify
as performance-based compensation as described in Section 162(m) of the
Internal Revenue Code, there are no restrictions specified in the Equity Plan
on the amount of gain realizable from the exercise of SARs, although
restrictions may be imposed by the Committee in the SAR agreements. The
Committee may elect to pay SARs in cash or in Class A common stock or in a
combination of both.

Dividend Equivalents represent the value of the dividends per share paid by
us, calculated with reference to the number of shares covered by the stock
options, SARs or other awards held by the participant. These dividend
equivalents may be paid in cash or in shares of Class A common stock or in a
combination of both.

Performance Awards may be granted by the Committee on an individual or group
basis. Generally, these awards will be based upon specific performance targets
and may be paid in cash or in shares of Class A common stock or in a
combination of both. Performance Awards may include "phantom" stock awards that
provide for payments based upon increases in the price of our Class A common
stock over a predetermined period. Performance Awards may also include bonuses
which may be granted by the Committee on an individual or group basis and which
may be payable in cash or in Class A common stock or in a combination of both.

Stock Payments may be authorized by the Committee in the form of shares of
Class A common stock or an option or other right to purchase Class A common
stock as part of a deferred compensation arrangement or otherwise in lieu of or
in addition to all or any party of compensation, including bonuses, that would
otherwise be payable in cash to the employee or consultant.

Securities Laws and Federal Income Taxes

Securities Laws. The Equity Plan is intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and
any and all regulations and rules promulgated by the SEC thereunder, including,
without limitation, Rule 16b-3. To the extent permitted by applicable law, the
Equity Plan and options or other awards granted thereunder shall be deemed
amended to the extent necessary to conform to such laws, rules and regulations.

General Federal Tax Consequences. Under current federal laws, in general,
recipients of awards and grants of nonqualified stock options, stock
appreciation rights, restricted stock, deferred stock, dividend equivalents,
performance awards, and stock payments under the Equity Plan are generally not
taxable at the time of grant but are taxable under Section 83 of the Internal
Revenue Code upon their receipt of Class A common stock or cash with respect to
the exercise or vesting of such awards or grants and, subject to Section 162(m)
of the Internal Revenue Code, we will be entitled to an income tax deduction
with respect to the amounts taxable to these recipients. Under Sections 421 and
422 of the Internal Revenue Code, recipients of ISOs are generally not taxable
at the time of grant or on their receipt of Class A common stock upon their
exercises of ISOs if the ISOs and option stock are held for certain minimum
holding periods and, in such event, we are not entitled to income tax
deductions with respect to such exercises.

Section 162(m) Limitation. In general, under Section 162(m) of the Internal
Revenue Code, income tax deductions of publicly-held corporations may be
limited to the extent total compensation (including base salary, annual bonus,
stock option exercises and non-qualified benefits paid) for certain executive
officers exceeds $1 million in any one year. However, under Section 162(m), the
deduction limit does not apply to certain "performance-based compensation"
established by an independent compensation committee which is adequately
disclosed to, and approved by, stockholders. In particular, stock options and
SARs will satisfy the "performance-based compensation" exception if the awards
are made by a qualifying compensation

committee, the plan sets the maximum number of shares that can be granted to
any person within a specified period and the compensation is based solely on an
increase in the stock price after the grant date (that is, the option exercise
price is equal to or greater than the fair market value of the stock subject to
the award on the grant date). Under an Internal Revenue Code Section 162(m)
transition rule for compensation plans of corporations which are privately held
and which become publicly held in an initial public offering, the Equity Plan
will not be subject to Section 162(m) until the transition date, which is the
earliest of (1) the material modification of the Equity Plan; (2) the issuance
of all common stock and other compensation that has been allocated under the
Equity Plan; or (3) the first meeting of shareholders at which directors are to
be elected that occurs after December 31, 2002. After this transition date,
rights and awards granted under the Equity Plan, other than options and SARs,
will not qualify as "performance-based compensation" for purposes of Section
162(m) unless such rights and awards are granted or vest upon preestablished
objective performance goals, the material terms of which are disclosed to and
approved by our shareholders.

We have attempted to structure the Equity Plan in such a manner that, after
the transition date discussed above, subject to obtaining shareholder approval
of the Equity Plan, the remuneration attributable to stock options and SARs
which meet the other requirements of Section 162(m) will not be subject to the
$1,000,000 limitation. We have not, however, requested a ruling from the IRS or
an opinion of counsel regarding this issue.

1999 Stock Purchase Plan

In 1999, our Board of Directors adopted the 1999 Stock Purchase Plan, or the
Purchase Plan. The Purchase Plan is intended to be an "employee stock purchase
plan" as described in Section 423 of the Code. The Purchase Plan is
administered by the compensation committee of our Board of Directors. A total
of 500,000 shares of Class A common stock are reserved and available for
purchase under the Purchase Plan, subject to antidilution and other adjustment
provisions.

The Purchase Plan permits eligible employee participants to purchase Class A
common stock through payroll deductions at a price per share which is equal to
the lesser of eighty-five percent (85%) of the fair market value of the Class A
common stock on the first or the last day of an offering period. The Purchase
Plan provides for two offering periods each calendar year. The first is January
1 through June 30 and the second is July 31 through December 31, except that
the first offering period under the Purchase Plan will begin on September 1,
1999. On the last day of each offering period, each participant's accrued
payroll deductions are automatically applied to the purchase of Class A common
stock.

Employees eligible to participate in the Purchase Plan consist of all persons
employed for at least 90 days by us or by certain of our subsidiaries described
in the Purchase Plan, except that the Purchase Plan excludes from participation
any employee whose customary employment is for less than 20 hours per week or
for not more than 5 months during a calendar year and any employee who owns
stock representing 5% or more of the total combined voting power or value of
all classes of our stock or the stock of our subsidiaries. No participant may
purchase shares of Class A common stock in any calendar year under the Purchase
Plan with an aggregate fair market value (generally determined as of the
beginning of the plan year) in excess of $25,000.

CERTAIN TRANSACTIONS

Steven M. Bernstein, our President and Chief Executive Officer, is indebted
to us in the amount of $3,839,930, including accrued interest as of March 31,
1999. The indebtedness was incurred in March 1997 in the principal amount of
$3.5 million, accrues interest at 4.67% per annum and is secured by 823,530
shares of Mr. Bernstein's Class B common stock. The debt matures on the earlier
of March 2001 or the completion of an initial public offering of our common
stock. Upon the consummation of the offerings,offering, Mr. Bernstein will surrender
shares of Class B common stock to SBA, valued at the initial offering price for
Class A common stock, in order to repay the loan and all accrued interest on
the loan.

We, on occasion, have employed the services of Traveleze, a travel agent that
uses the services of Skylink, a corporation owned by the wife of Ronald G.
Bizick II, our Executive Vice President--Sales and Marketing. Traveleze paid
commissions to Skylink during 1998 as a result of such transactions based on
terms that are customary in the industry aggregating less than $100,000.

PRINCIPAL AND SELLING SHAREHOLDERS

The table below sets forth, as of March 31, 1999, certain information with
respect to the beneficial ownership of our capital stock by (1) each person who
we know to be a beneficial owner of more than 5% of any class or series of our
capital stock; (2) each of the directors and executive officers individually;
and (3) all directors and executive officers as a group; and (4) each of the other
selling shareholders.group. At March 31, 1999, we
had outstanding the following shares of capital stock: Class A common stock--880,922stock--
880,922 shares; Class B common stock--8,075,000 shares; Series A preferred
stock--8,050,000 shares. At March 31, 1999 no other classes or series of
capital stock had any shares issued and outstanding. This table does not give
effect to shares of Class A common stock that may be acquired pursuant to
options outstanding as of March 31, 1999, except as described in footnote (b).

Selling shareholders will only offer
shares of common stock in the over-allotment option. The following table
assumes that the over-allotment option is exercised in full.

Beneficial Ownership
------------------------------------------------------------------------------------------------
Percentage Percentage
of Total of Total
Voting Voting
Power of Power of
Class A Number of Class A
Common Shares to Common
Stock Number be Owned Stock
Executive Officers Number of Prior to of Shares After After
and Directors(a) Title of Class Shares (b) OfferingsOffering (b) to be Sold (c) Offerings OfferingsOffering
- ------------------ ------------------------- ---------- ------------- -------------- ---------------------- ----------

Steven E. Bernstein(d)Bernstein(c).. Class B Common Stock 8,075,000 49.9% 812,141 6,911,546 76.8%49.8% 79.1%
Class A Common Stock 78,419 * 78,419 -- --*
Ronald G. Bizick,
II(e)II(d).................. Class A Common Stock 773,528 * 95,150 678,378 *
Robert M. Grobstein(f)Grobstein(e).. Class A Common Stock 386,764 -- 47,575 339,189 --
Michael N. Simkin(g)Simkin(f).... Class A Common Stock 93,208 * -- 93,208 *
Jeffrey A. Stoops(h)Stoops(g).... Class A Common Stock 979,908 -- 120,540(p) 859,368 --
Donald B. Hebb, Jr.(i)(h).. Series A Preferred Stock+ 3,220,000 19.9 -- (q) 2,993,657 3.3%
C. Kevin Landry(j)Landry(i)...... Series A Preferred Stock+ 2,736,997 16.8 -- (r) 2,544,60516.9 2.8%
Richard W. Miller(k)Miller(j).... Class A Common Stock 33,333 -- --
33,333 --
Robert S. Picow(l)Picow(k)...... Class A Common Stock -- -- -- -- --
All executive officers
and directors as a
group
(9 persons)............ 15,463,915 87.1 1,505,894 13,154,728 83.72%86.0%

Beneficial Owners of 5%
or More of Capital Stock
- ------------------------
ABS Capital Partners II,
L.P.(m)(l)................ Series A Preferred Stock+ 3,220,000 19.9% 226,343 2,993,657 3.3%
TA Associates, Inc.(n)(m).. Series A Preferred Stock+ 2,736,997 16.8 192,392 2,544,60516.9 2.8%
The Hillman Company(o)Company(n).. Series A Preferred Stock+ 1,169,808 7.2 82,227 1,087,581 1.2%

Beneficial Ownership
------------------------------------------------------------
Percentage Percentage
of Total of Total
Voting Voting
Power of Power of
Class A Number of Class A
Common Shares to Common
Stock Number be Owned Stock
Number of Prior to of Shares After After
Title of Class Shares (b) Offerings (b) to be Sold (c) Offerings Offerings
- ------- ------------------------- ---------- ------------- -------------- --------- ----------
Other Selling
Shareholders
- -------------

ABS Capital Partners II,
L.P. (s) ....................... Series A Preferred Stock+ 3,220,000 19.9% 226,343 2,993,657 3.3%
Advent VII L.P. (s).............. Series A Preferred Stock+ 1,610,000 9.9% 113,172 1,496,828 1.7%
Advent Atlantic and Pacific III
L.P. ........................... Series A Preferred Stock+ 1,102,850 6.8% 77,523 1,025,327 1.1%
Juliet Challenger, Inc. (s) ..... Series A Preferred Stock+ 584,908 3.6% 41,115 543,793 *
BT Alex. Brown................... Class A Common Stock 402,500 -- 28,293 374,207 *
Chartwell Capital Investors,
L.P. ........................... Series A Preferred Stock+ 273,700 1.7% 19,239 254,461 *
Venhill Limited Partnership (s).. Series A Preferred Stock+ 175,470 1.1% 12,334 163,136 *
Henry L. Hillman Trust (s)....... Series A Preferred Stock+ 175,470 1.1% 12,334 163,136 *
Trust FBO Audrey Hilliard Hillman
(s)............................. Series A Preferred Stock+ 58,490 * 4,111 54,379 *
Trust FBO Juliet Lea
Hillman (s)..................... Series A Preferred Stock+ 58,490 * 4,111 54,379 *
Trust FBO William Talbott Hillman
(s)............................. Series A Preferred Stock+ 58,490 * 4,111 54,379 *
Trust FBO Henry Lea Hillman,
Jr. (s)......................... Series A Preferred Stock+ 58,490 * 4,111 54,379 *
George Karl...................... Series A Preferred Stock+ 33,444 * 2,351 31,093 *
Edward B. Hauser................. Series A Preferred Stock+ 29,875 * 2,100 27,775 *
Greenwood Equities, LLC.......... Series A Preferred Stock+ 26,884 * 1,381 25,503 *
TA Venture Investors Limited
Partnership (s)................. Series A Preferred Stock+ 24,147 * 1,697 22,450 *
Christopher Kelly Swindle Trust.. Series A Preferred Stock+ 16,803 * 1,181 15,622 *
William Robert Swindle Trust..... Series A Preferred Stock+ 16,803 * 1,181 15,622 *
Terry L. Kirch................... Series A Preferred Stock+ 14,937 * 14,937 -- *
John T. Murry.................... Series A Preferred Stock+ 14,937 * 1,050 13,887 *
SME.............................. Series A Preferred Stock+ 14,937 * 1,050 13,887 *
Farid Suleman.................... Series A Preferred Stock+ 14,937 * 1,050 13,887 *
Richard M. Johnston Trust No. 2.. Series A Preferred Stock+ 14,937 * 1,050 13,887 *
HBA Partnership.................. Series A Preferred Stock+ 37,342 * 656 36,686 *
Hudson Group Limited
Partnership..................... Series A Preferred Stock+ 6,256 * 440 5,816 *

- --------
* Less than 1%.

+ Each share of Series A preferred stock will automatically convert into one
share of Class A common stock and one share of Series B preferred stock
upon the consummation of the offerings.offering. The Series B preferred stock will be
redeemed with a portion of the proceeds of the offerings.offering. See "Description
of Capital Stock."
(a) Except as otherwise indicated, the address of each person named in this
table is c/o SBA Communications Corporation, One Town Center Road, Third
Floor, Boca Raton, Florida 33486.
(b) In determining the number and percentage of shares beneficially owned by
each person, shares that may be acquired by such person pursuant to
options exercisable within 60 days after March 31, 1999 are deemed
outstanding for purposes of determining the total number of outstanding
shares for such person and are not deemed outstanding for such purpose for
all other shareholders. To our knowledge, except as otherwise indicated,
beneficial ownership includes sole voting and dispositive power with
respect to all shares. We have reserved for issuance options to purchase
1,800,000 shares of the Class A common stock at exercise prices at or
above $2.63 per share, of which options for 1,273,252 shares were issued
and outstanding at March 31, 1999. Of these options, 532,886 will be
exercisable within 60 days after March 31, 1999.

(c) Selling shareholders will offer shares of common stock only in the over-
allotment option, if such option is exercised by the U.S. underwriters.
This column assumes the exercise of the over-allotment option in full.

(d) All shares are owned of record by Bernstein Limited Partnership II. Mr.
Bernstein has granted Mr. Stoops options to purchase 1,369,863 of his
shares of Class B common stock at an exercise price of $2.19 per share,
which options vest over an approximately 33 month period in three equal
installments. As of March 31, 1999, options to purchase 913,242 of such
shares were exercisable. Until such time as Mr. Stoops exercises his
options, Mr. Bernstein retains voting control over such shares. Upon
exercise by Mr. Stoops, the shares convert to Class A common stock. This
number does not include options to purchase 175,000 shares of Class A
common stock at an exercise price of $8.00 per share, which options vest
in three annual installments commencing December 31, 1999.

(e)62

(d) This number does not include options to purchase 137,500 shares of Class A
common stock at an exercise price of $8.00 per share, which options vest
in three annual installments commencing December 31, 1999.

(f)(e) All shares are in the form of an immediately exercisable option to
purchase Class A common stock at $.05 per share. This number does not
include options to purchase 100,000 shares of Class A common stock at an
exercise price of $8.00 per share, which options vest in three annual
installments commencing December 31, 1999.

(g)(f) This number includes currently exercisable options to purchase 66,666
shares of Class A common stock for $2.63 per share granted under the 1996
Stock Option Plan. This number does not include unvested options to
purchase 133,334 shares of our Class A common stock at an exercise price
of $2.63 per share. This number also does not include options to purchase
125,000 shares of Class A common stock at an exercise price of $8.00 per
share, which options vest in three annual installments commencing December
31, 1999.

(h)(g) This number includes currently exercisable options granted by Mr.
Bernstein to Mr. Stoops for 913,242 shares at $2.19 per share and options
granted under the 1996 Stock Option Plan for 66,666 shares currently
exercisable at $2.63 per share. Until exercised, the shares subject to the
options granted by Mr. Bernstein remain in the voting control of Mr.
Bernstein. This number does not include options to purchase an additional
456,621 shares of common stock for $2.19 per share granted by Mr.
Bernstein to Mr. Stoops, which vest on December 31, 1999. This number does
not include additional options to purchase 33,333 shares of Class A common
stock at $2.63 per share granted under the 1996 Option Plan, which vest on
December 31, 1999. This number also does not include options to purchase
150,000 shares of Class A common stock at an exercise price of $8.00 per
share, which options vest in three annual installments commencing December
31, 1999.

(i)(h) This number includes 3,220,000 shares of Series A preferred stock owned by
ABS. Mr. Hebb is Managing Member of ABS Partners II, L.L.C., the general
partner of ABS. Mr. Hebb disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein.

(j)(i) This number includes (1) 1,610,000 shares owned by Advent VII L.P., (2)
1,102,850 shares owned by Advent Atlantic & Pacific III L.P., and (3)
24,147 shares owned by TA Venture Investors L.P. Advent VII L.P., Advent
Atlantic & Pacific L.P. and TA Venture Investors L.P. are part of an
affiliated group of investment partnerships referred to collectively as
the TA Associates Group. The general partner of Advent VII L.P. is TA
Associates VII L.P. The general partner of Advent Atlantic & Pacific III
L.P. is TA Associates AAP III Partners L.P. The general partner of TA
Associates VII L.P. and TA Associates AAP III Partners L.P. is TA
Associates, Inc. In such capacity, TA Associates, Inc. exercises sole
voting and investment power with respect to all shares held of record by
the named investment partnerships, with the exception of TA Venture
Investors L.P.; individually, no stockholder, director or officer of TA
Associates, Inc. is deemed to have or share such voting or investment
power. Principals and employees of TA Associates, Inc. (including Mr.
Landry, a director of ours) comprise the general partners of TA Venture
Investors L.P. In such capacity Mr. Landry may be deemed to share voting
and investment power with respect to the 24,147 shares held of record by
TA Venture Investors L.P. Mr. Landry disclaims beneficial ownership of all
shares, except to the extent of 2,212.93 shares as to which he holds a
pecuniary interest.

(k)(j) This number includes currently exercisable options to purchase 33,333
shares of Class A common stock for $2.63 per share under the 1996 Stock
Option Plan. This number does not include options to purchase an
additional 66,667 shares of Class A common stock at $2.63 per share, of
which options to purchase 33,333 shares of Class A common stock vest on
May 22, 1999 and of which options to purchase 33,334 shares of Class A
common stock vest on May 22, 2000.

(l)(k) This number does not include options to purchase 100,000 shares of Class A
common stock at $2.63 per share, which vest in three equal annual
installments beginning November 12, 1999.

(m)(l) The principal business address of ABS Capital Partners, II, L.P. is One
South Street, Baltimore, MD 21202.

(n)(m) This number includes (1) 1,610,000 shares owned by Advent VII L.P., (2)
1,102,850 shares owned by Advent Atlantic & Pacific III L.P., and (3)
24,147 shares owned by TA Venture Investors L.P. Advent VII L.P., Advent
Atlantic & Pacific L.P. and TA Venture Investors L.P. are part of an
affiliated group of investment partnerships referred to collectively as
the TA Associates Group. The general partner of Advent VII L.P. is TA
Associates VII L.P. The general partner of Advent Atlantic & Pacific III
L.P. is TA

Associates AAP III Partners L.P. The general partner of TA Associates VII
L.P. and TA Associates AAP III Partners L.P. is TA Associates, Inc. In such
capacity, TA Associates, Inc. exercises sole voting and investment power
with respect to all shares held of record by the named investment
partnerships, with the exception of TA Venture Investors L.P.;
individually, no stockholder, director or officer of TA Associates, Inc. is
deemed to have or share such voting or investment power. The principal
business address of TA Associates, Inc. is 125 High Street, Boston, MA
02110.

(o)(n) This number includes 233,960 shares held by C.G. Grefenstette and Thomas
G. Bigley as Trustees for Henry Lea Hillman, Jr., Juliet Lea Hillman,
Audry Hilliard Hillman, and William Talbott Hillman, 175,470 shares held
by Henry L. Hillman, Elsie Hilliard Hillman and C.G. Grefenstette as
Trustees of the Henry L. Hillman Trust, 584,908 shares owned by Juliet
Challenger, Inc., and 175,470 shares owned by Venhill Limited
Partnership. The principal business address of The Hillman Company is
Grant Building, Pittsburgh, PA 15219.

(p) This number includes 53,874 shares of Class B common stock which Mr.
Stoops has the option to purchase. Until such options are exercised by Mr.
Stoops, the shares subject to exercise will remain shares of Class B
common stock in the voting control of Mr. Bernstein. Upon exercise, the
shares will automatically be converted into shares of Class A common stock
in the voting control of Mr. Stoops.

(q) This does not include 226,343 shares to be sold in the over-allotment by
ABS Capital Partners II, L.P.

(r) This does not include 113,172 shares to be sold by Advent VII L.P., 77,523
shares to be sold by Advent Atlantic and Pacific III L.P. and 1,697 shares
to be sold by TA Venture Investors Limited Partnership, all in the over-
allotment.

(s) The shares sold by this selling shareholder are the same shares reflected
above as being sold by the respective beneficial owner of 5% or more of
our capital stock.

6564

DESCRIPTION OF CAPITAL STOCK

The following summary of the terms and provisions of our capital stock is not
complete and is qualified in its entirety by reference to our Amended and
Restated Articles of Incorporation, which have been filed as an exhibit to the
registration statement of which this prospectus is a part.

As of April 1, 1999, our outstanding capital stock consisted of 880,922
shares of Class A common stock, 8,075,000 shares of Class B common stock, and
8,050,000 shares of Series A preferred stock. No other shares of any class or
series were issued and outstanding as of April 1, 1999. In addition, (1)
1,800,000 shares of Class A common stock were reserved for issuance upon the
exercise of outstanding stock options that were granted under the 1996 Stock
Option Plan, (2) 2,500,000 shares of Class A common stock were reserved for
issuance upon the exercise of stock options granted or to be granted under the
1999 Equity Participation Plan, (3) 8,050,000 shares of Series B preferred
stock were reserved for issuance upon conversion of the outstanding shares of
Series A preferred stock, (4) 8,050,000 shares of Class A common stock were
reserved for issuance upon conversion of outstanding shares of Series A
preferred stock, (5) 402,500 shares were reserved for issuance upon exercise of
an outstanding warrant granted to BT Alex. Brown in connection with the
offering of Series A preferred stock, (6) 500,000 shares of Class A common
stock were reserved for issuance under the 1999 Employee Stock Purchase Plan
and (7) 386,764 shares of Class A common stock were reserved for issuance upon
the exercise of stock options held by Mr. Grobstein.

In connection with the offerings,offering, each share of Series A preferred stock will
be automatically converted into one share of Class A common stock, which will
remain outstanding, and one share of Series B preferred stock, which will be
redeemed with a portion of the proceeds from the offerings.offering. See "Use of
Proceeds." Also in connection with the offerings,offering, we are amending and restating
our articles of incorporation and by-laws. The description that follows gives
effect to these amendments.

Upon consummation of the offerings,offering, our authorized capital stock will consist
of 100,000,000 shares of Class A common stock, par value $.01 per share,
8,100,000 shares of Class B common stock, par value $.01 per share, and
30,000,000 shares of preferred stock, par value $.01 per share. These shares of
preferred stock will not have been designated as to series and will be
available for issuance from time to time in one or more series at the
discretion of our Board of Directors. While we have no present intention to
issue additional shares of preferred stock, any such issuance could be used to
discourage, delay or make more difficult a change in control of SBA.

We have two classes of authorized common stock: Class A common stock and
Class B common stock. The Class A common stock has one vote per share. The
Class B common stock has ten votes per share. All outstanding shares of Class A
common stock and Class B common stock are validly issued, fully paid and
nonassessable. As of March 31, 1999, there were five holders of all of our
Class A common stock and there was one holder of all of our Class B common
stock.

Except as otherwise required by law or in our articles of incorporation,
owners of the Class A common stock and Class B common stock will vote together
as a single class on all matters, including the election of directors. Our
articles of incorporation provide, upon the consummation of these offerings,this offering, for
a separate class vote of each class of common stock in the event of any
amendment that alters the terms of the Class B common stock. Pursuant to our
articles of incorporation and by-laws, our Board of Directors will be
classified into three classes of directors, denoted as Class I, Class II and
Class III. Messrs. Picow and Landry will be Class I directors, Messrs. Hebb andMr. Miller will be Class II directors, and Mr. Bernstein will
be a Class II director, and Messrs. Bernstein and Hebb will be Class III
director.directors.

Class A Common Stock

Voting Rights

Each share of Class A common stock is entitled to one vote. Except as noted
above, and except as provided under the Florida Business Corporation Act, the
holders of shares of Class A common stock and Class B common stock vote
together as a single class on all matters on which shareholders are permitted
or

6665

entitled to vote. All the outstanding shares of Class A common stock are held
by directors, executive officers, other employees and affiliates of ours or our
subsidiaries.

Dividends

Each share of Class A common stock is entitled to receive dividends if, as
and when declared by the Board of Directors out of funds legally available for
that purpose, subject to preferences that may apply to any preferred stock that
we may issue in the future. No dividends may be declared and paid to holders of
shares of Class A common stock unless the Board of Directors at the same time
also declares and pays to the holders of Class B common stock a per share
dividend equal to the dividend declared and paid to the holders of shares of
Class A common stock. See "Dividend Policy."

Liquidation Rights

In the event of our dissolution or liquidation, after satisfaction of all our
debts and liabilities and distributions to the holders of any preferred stock
that we may issue in the future, if any, of amounts to which they are
preferentially entitled, holders of Class A common stock will be entitled to
share ratably with holders of common stock in the distribution of assets to the
shareholders.

Other Provisions

There are no cumulative, subscription or preemptive rights to subscribe for
any additional securities which we may issue, and there are no redemption
provisions, conversion provisions or sinking fund provisions applicable to the
Class A common stock.

Class B Common Stock

Voting Rights

Each share of Class B common stock is entitled to ten votes for each share on
all matters presented to the shareholders. Except as provided under the Florida
Business Corporation Act, the holders of the shares of Class B common stock and
Class A common stock vote together as a single class on all matters on which
shareholders are permitted or entitled to vote.

Dividends

Each share of Class B common stock is entitled to receive dividends if, as
and when declared by the Board of Directors out of funds legally available for
that purpose, subject to preferences that may apply to any preferred stock that
we may issue in the future. No dividends may be declared and paid to holders of
shares of Class B common stock unless the Board of Directors at the same time
also declares and pays to holders of Class A common stock a per share dividend
equal to the dividend declared and paid to holders of shares of Class B common
stock.

Liquidation Rights

In the event of our dissolution or liquidation, after satisfaction of all our
debts and liabilities to creditors and distributions to the holders of any
preferred stock that we may issue in the future, if any, of amounts to which
they are preferentially entitled, holders of Class B common stock will be
entitled to share ratably with holders of common stock in the distribution of
assets available for distribution to the shareholders.

Convertibility

Each outstanding share of Class B common stock may, at the option of the
holder thereof, at any time, be converted into one fully paid and non-
assessable share of Class A common stock. Each share of outstanding

6766

Class B common stock shall convert into one fully paid and non-assessable share
of Class A common stock immediately upon transfer to any holder other than any
one or more of the following (an "Eligible Class B Shareholder"): (1) Steven E.
Bernstein; (2) other members of his immediate family or their lineal
descendants; (3) spouses of lineal descendants or lineal descendants of
spouses, whether alive as of the date of the articles of incorporation or born
subsequently; (4) any trusts or other estate planning vehicles for the benefit
of any of the foregoing, whether existing as of the date of the articles of
incorporation or subsequently created; or (5) any estate or tax planning
vehicles on the part of Mr. Bernstein. If the shares of Class B common stock
held by Eligible Class B Shareholders in the aggregate constitute 10% or less
of the outstanding shares of our common stock, or upon the death or mental
incapacity of Steven E. Bernstein, each share of Class B common stock shall
immediately convert into one fully paid and non-assessable share of Class A
common stock. Each share of outstanding Class B common stock which is held by
any Eligible Class B Shareholder shall immediately convert into one share of
Class A common stock at such time as such holder is no longer an Eligible Class
B Shareholder.

Other Provisions

There are no cumulative, subscription or preemptive rights to subscribe for
any additional securities that we may issue, and there are no redemption
provisions or sinking fund provisions applicable to the Class B common stock.

The rights and preferences of holders of both classes of common stock are
subject to the rights of any series of preferred stock which we may issue in
the future.

Warrant

In connection with the sale of our Series A preferred stock in March 1997, we
issued a warrant to acquire shares of Class A common stock to BT Alex. Brown.
The warrant, (which represents 1.3% of our common stock on a fully diluted
basis as of the closing of the offerings,offering, and assuming the exercise of the over-allotmentover-
allotment option in full) when exercised, entitles its holder to receive
402,500 fully paid and non-assessable shares of Class A common stock at an
exercise price of $3.73 per share. The warrant is exercisable at any time on or
before March 2002. The exercise and transfer of the warrant is subject to
applicable federal and state securities laws.

Registration Rights

If at any time, the holders of not less than 25% of the Class A common stock
issued or issuable upon conversion of our outstanding Series A preferred stock
request that we file a registration statement covering common stock (with an
anticipated aggregate offering price of $15.0 million or more in the case of a
registration which is an initial public offering and $3.0 million for any other
registration), we will use our best efforts to cause such shares to be
registered, subject to certain cut-back provisions; provided, however, that we
may delay any such registration for a period of up to three months for a valid
business reason. We will not be required to file more than three registration
statements, other than on Form S-3. The holders of Series A preferred stock
will have the right to require us to file up to two registration statements per
year on Form S-3, provided the anticipated aggregate offering price in each
registration on Form S-3 equals $1.0 million or more.

Each of Messrs. Bernstein, Bizick, Grobstein and Stoops also has certain
rights to have his shares of common stock registered under the Securities Act.
Mr. Bernstein has the right to have 8,075,000 shares of Class B common stock
registered under the Securities Act. Mr. Bizick has the right to have 773,528
shares of Class A common stock registered under the Securities Act. Mr.
Grobstein has the right to have 386,764 shares of Class A common stock
registered under the Securities Act. Mr. Stoops has the right to have 1,369,863
shares of Class A common stock registered under the Securities Act.

6867

If at any time, Mr. Bernstein, Mr. Bizick, Mr. Grobstein or Mr. Stoops,
individually or as a group, request that we file a registration statement on
Form S-3 for these shares, we will use our best efforts to cause such shares to
be registered subject to certain cut-back provisions; provided, however, that
we may delay any such registration for a period of up to three months for a
valid business reason. We will not be required to file the registration
statement on Form S-3 more frequently than twice a year.

The holders of Series A preferred stock are entitled to have the shares of
Class A common stock issued upon conversion of the Series A preferred stock
included in each registration statement filed on behalf of SBA or our
shareholders, subject to certain cut-back provisions. Except as otherwise
agreed, in the event of an application of such cut-back provisions, the holders
of Series A preferred stock have a priority right to participate in such
registration over Messrs. Bernstein, Bizick, Grobstein or Stoops.

Preferred Stock

All shares of our currently outstanding preferred stock will be retired upon
consummation of the offerings.offering. Our board of directors will be authorized by our
articles of incorporation to provide for the issuance of new shares of
preferred stock, in one or more series, to establish the number of shares to be
included in each series, to fix the designation, rights, preferences,
privileges and restrictions of the shares of each series and to increase or
decrease the number of shares of any series of preferred stock, all without any
further vote or action by our shareholders.

6968

DESCRIPTION OF EXISTING DEBT

The Senior Credit Facility

On February 5, 1999, our wholly owned subsidiary, Telecommunications, entered
into a senior credit facility with a group of banks and other financial
institutions led by Lehman Commercial Paper Inc., as administrative agent, and
Lehman Brothers Inc. and General Electric Capital Corporation, as co-arrangers.
Lehman Brothers Inc. is an underwriter in this offering. The following is a
summary of certain provisions of the senior credit facility, but you should
refer to the actual credit agreement, which is filed as an exhibit to the
registration statement of which this prospectus is a part.

The senior credit facility provides for revolving credit loans of up to
$150.0 million. The senior credit facility also provides for a term loan in the
amount of $25.0 million. Telecommunications borrowed the full $25.0 million of
this term loan on February 5, 1999. We plan to use some of the proceeds of the
offeringsoffering to repay outstanding revolving credit loans. The senior credit
facility is secured by a lien on substantially all of our assets and the assets
of our domestic subsidiaries and a pledge of all of the outstanding capital
stock of each of our domestic subsidiaries. We, and each of our domestic
subsidiaries (other than Telecommunications) have guaranteed the obligations of
Telecommunications under the senior credit facility.

The revolving credit commitments are required to be reduced and the term
loans are required to be amortized in quarterly installments beginning on March
31, 2001 until December 31, 2004, when the senior credit facility matures. In
addition, the senior credit facility provides for the mandatory prepayment of
the revolving credit loans and the term loan with the net cash proceeds of (1)
any issuance of equity or incurrence of debt by us or any of our subsidiaries,
subject to certain exceptions, (2) any asset sale by us or any of our
subsidiaries, subject to certain exceptions, (3) any payment received by us or
any of our subsidiaries in respect to any property or casualty insurance claim
and (4) 75% of excess cash flow of Telecommunications commencing with the
fiscal year of Telecommunications ending December 31, 1999.

The loans under the senior credit facility bear interest, at the option of
Telecommunications, at either (1) a "base rate" equal to the greater of (a) the
rate of interest announced by Bankers Trust Company as its prime rate at its
New York office, (b) the secondary market rate for three-month certificates of
deposit, as adjusted for statutory reserve requirements plus 1.0%, or (c) the
sum of 0.5% plus the federal funds effective rate plus, in each case, a margin
ranging from 1.25% to 2.50% (determined by a leverage ratio), or (2) the rate
at which eurodollar deposits for one, two, three or six months (as selected by
Telecommunications) are offered in the interbank eurodollar market plus a
margin ranging from 2.25% to 3.50% (determined by a leverage ratio). If all or
any portion of the principal amount of any loan is not paid when due, the
applicable interest rate on the overdue amount will increase by 2.0% per year.
If all or any portion of any interest, fees or other amounts is not paid when
due, the overdue amount shall bear interest at 2.0% above the rate applicable
to the base rate loans.

The senior credit facility contains a number of covenants that, among other
things, restrict our ability, and the availability of each of our subsidiaries,
to dispose of assets, incur additional indebtedness, incur guaranty
obligations, pay dividends or make capital distributions, create liens on
assets, make investments, make acquisitions, engage in mergers or
consolidations, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the senior credit
facility requires compliance with certain financial covenants and restricts the
number of towers that may be constructed in advance of securing an anchor
tenant. Prior to August 5, 2001, Telecommunications and its subsidiaries must
maintain a minimum annualized adjusted EBITDA, a minimum ratio of annualized
adjusted EBITDA to interest expense and a minimum amount of revenues from
towers and cannot exceed a maximum amount of total debt per tower, a maximum
ratio of total debt to total capitalization, a maximum amount of total debt to
annualized adjusted EBITDA and a maximum amount of capital expenditures. From
and after August 5, 2001, Telecommunications

7069

and its subsidiaries must maintain a minimum ratio of consolidated EBITDA to
interest expense, a minimum ratio of fixed charges and a minimum ratio of debt
service coverage and cannot exceed a maximum ratio of total debt to EBITDA and
maximum amount of capital expenditures. We do not expect that such covenants
will materially impact our ability to operate our respective businesses.

The senior credit facility contains customary events of default, including
(1) the failure to pay principal when due, (2) the failure to pay any interest
or any other amount within five days after it becomes due, (3) the material
inaccuracy of any representation or warranty being made by us or any of our
domestic subsidiaries on or as of the date made or deemed made, (4) a default
in the performance of any negative covenant (including any financial covenant),
(5) a default in the performance of other covenants or agreements subject, in
certain cases, to a 30 day grace period, (6) default in certain of our other
indebtedness, (7) certain insolvency events and (8) certain change of control
events. In addition, a default under the indenture governing our senior
discount notes will result in a default under the senior credit facility.

The 12% Senior Discount Notes Due 2008

On March 2, 1998, we privately placed $269.0 million in aggregate principal
amount at maturity of our 12% senior discount notes due 2008. This description
summarizes certain terms of those notes, but does not describe all of the
terms. You should refer to the indenture governing the notes, a copy of which
has been filed as an exhibit to the registration statement of which this
prospectus is a part.

The senior discount notes are unsecured senior obligations of SBA, and will
rank equal in right of payment with all existing and future unsecured senior
indebtedness of SBA and will be senior in right of payment to future
subordinated indebtedness of SBA. Our subsidiaries are not guarantors of the
notes. The notes will mature on March 1, 2008. The notes will accrete in value
until March 1, 2003. After that date, cash interest will accrue on the notes at
the rate of 12% per year and will be payable semi-annually, commencing on
September 1, 2003.

Except as stated below, the notes are not redeemable at our option prior to
March 1, 2004. Thereafter, the notes are redeemable at our option, in whole or
in part, at any time, at a premium which is at a fixed percentage that declines
to par on or after March 1, 2007, in each case together with accrued and unpaid
interest, if any, to the date of redemption. In the event we consummate a
public equity offering or certain strategic equity investments prior to March
1, 2001, we may, at our option, use all or a portion of the proceeds from such
offering to redeem up to 20% of the original aggregate principal amount at
maturity of the notes at a redemption price equal to 112% of the accreted value
of the notes to be redeemed, plus accrued and unpaid interest, if any, thereon
to the redemption date, if at least 80% of the original aggregate principal
amount at maturity of the notes remains outstanding after each such redemption.

Upon the occurrence of certain change of control events, each holder of notes
has the right to require us to purchase all or a portion of such holder's notes
at a price equal to 101% of the aggregate principal amount thereof, together
with accrued and unpaid interest to the date of purchase or, if the notes are
purchased prior to March 1, 2003, at a purchase price equal to 101% of the
accreted value of the notes on the date of purchase.

The indenture contains certain covenants, including covenants that limit (1)
the incurrence of certain additional indebtedness and issuance of preferred
stock, (2) restricted payments, (3) distributions from restricted subsidiaries,
(4) transactions with affiliates, (5) sales of assets and subsidiary stock
(including sale and leaseback transactions), (6) dividend and other payment
restrictions affecting restricted subsidiaries, and (7) mergers or
consolidations.

7170

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offerings,offering, we will have 29,026,94528,972,866 shares of common
stock outstanding (including the 7,777,5617,723,482 shares of Class B common stock to be
outstanding after the offerings,offering, the 8,050,000 shares of Class A common stock to
be issued upon the conversion of the Series A preferred stock and the 780,000
shares of Class A common stock issued at the closing of the Com-Net
acquisition). In addition, we have reserved for issuance 4,151,383 shares of
Class A common stock upon exercise of stock options and 402,500 shares of Class
A common stock upon exercise of the outstanding warrant. The 11,538,462 shares
(13,269,231 shares if the over-allotment option is exercised in full) sold in
the offeringsoffering will be freely transferable without restriction under the
Securities Act, unless they are held by "affiliates" of ours as that term is
used under the Securities Act. Of the remaining 17,488,48317,434,404 shares (15,757,714(15,703,635
shares if the over-allotment option is exercised in full), 15,827,56115,773,482 shares
will be freely transferable without restriction under the Securities Act,
unless they are held by our "affiliates" and will be available for public sale
upon expiration of the "lock-up" agreements described below. The remaining
1,660,922 shares will be "restricted securities" as that term is defined in
Rule 144 and subject to the volume restrictions of Rule 144. Substantially all
of these restricted securities are entitled to demand and piggyback
registration rights under certain circumstances.

In general, under Rule 144 as currently in effect, a shareholder, including
an "affiliate," who has beneficially owned his or her restricted securities (as
that term is defined in Rule 144) for at least one year from the later of the
date such securities were acquired from us or, if applicable, the date they
were acquired from an affiliate, is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of 1% of the
then outstanding shares of Class A common stock (which will equal approximately
290,269 shares or the average weekly trading volume in the Class A common stock
during the four calendar weeks before the date on which notice of such sale was
filed under Rule 144, provided certain requirements concerning availability of
public information, manner of sale and notice of sale are satisfied. In
addition, under Rule 144(k), if a period of at least two years has elapsed betweenfrom
the later of the date restricted securities were acquired from us or, if
applicable, the date they were acquired from an affiliate of ours, a
shareholder who is not an affiliate of ours at the time of sale and has not
been an affiliate of ours for at least three months prior to the sale is
entitled to sell the shares immediately without compliance with the foregoing
requirements under Rule 144.

Subject to certain limitations on the aggregate offering price of a
transaction and other conditions, Rule 701 may be relied upon with respect to
the resale of securities originally purchased from us by our employees,
directors, officers, consultants or advisors prior to the date we become
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), pursuant to written compensatory benefit plans
or written contracts relating to the compensation of these persons. In
addition, the SEC has indicated that Rule 701 will apply to typical stock
options granted by an issuer before it becomes subject to the reporting
requirements of the Exchange Act, along with the shares acquired upon exercise
of these options (including exercises, after the date of this offering).
Securities issued in reliance on Rule 701 are restricted

7271

securities and commencing 90 days after we become subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, subject to the
contractual restrictions described above, may be sold (1) by persons other than
affiliates, subject only to the manner of sale provisions of Rule 144, and (2)
by affiliates, under Rule 144 without compliance with its one-year minimum
holding period requirements.

Except as indicated above, we are unable to estimate the amount, timing and
nature of future sales of outstanding Class A common stock. Prior to this
offering, there has been no public market for the Class A common stock, and no
prediction can be made as to the effect, if any, that market sales of shares of
Class A common stock or the availability of shares of sale will have on the
market price of the Class A common stock prevailing at any given time.
Nevertheless, sales of significant numbers of shares of Class A common stock in
the public market could adversely affect the market price of the Class A common
stock and could impair our ability to raise capital through an offering of our
equity securities. See "Risk Factors" and "Underwriting".

Registration Rights

The holders of our outstanding preferred stock, as well as Messrs. Bernstein,
Bizick, Grobstein and Stoops, have certain rights to have their shares of
common stock registered under the Securities Act. See "Description of Capital
Stock --Registration Rights."

7372

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a general summary of the material United States Federal
income and estate tax considerations to a Non-U.S. Holder (as defined below)
relevant to the ownership and disposition of shares of Class A common stock.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), final, temporary and proposed United States Treasury regulations
promulgated thereunder, Internal Revenue Service (the "IRS") rulings, official
pronouncements and judicial decisions, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect, or
different interpretations. This summary does not discuss all the tax
consequences that may be relevant to a particular Non-U.S. Holder in light of
the holder's particular circumstances and it is not intended to be applicable
in all respects to all categories of Non-U.S. Holders, some of whom may be
subject to special rules not discussed below. In addition, this summary does
not address any state, local or foreign tax considerations that may be relevant
to a Non-U.S. Holder's decision to purchase shares of Class A common stock.

For purposes of this discussion, a "Non-U.S. Holder" means a beneficial owner
of common stock that is not (1) a citizen or resident of the United States, (2)
a corporation or partnership created or organized in or under the laws of the
United States or any political subdivision thereof, (3) an estate the income of
which is subject to United States federal income taxation regardless of its
source and (4) a trust (a) that is subject to the supervision of a court within
the United States and the control of one or more United States persons as
described in section 7701(a)(30) of the Code or (b) that has a valid election
in effect under applicable U.S. Treasury regulations to be treated as a United
States person. An individual may be deemed to be a resident alien (as opposed
to a nonresident alien) by virtue of being present in the United States on at
least 31 days during the calendar year and for an aggregate of at least 183
days during the calendar year and the two preceding calendar years (counting,
for such purposes all the days present in the current year, one-third of the
days present in the immediately preceding year and one sixth of the days
present in the second preceding year). In addition to the "substantial presence
test" described in the immediately preceding sentence, an individual may be
treated as a resident alien if he or she (1) meets the lawful permanent
residence test (a so-called "green card" test) or (2) elects to be treated as a
U.S. resident and meets the "substantial presence test" in the immediately
following year. Generally, resident aliens are subject to U.S. Federal income
and estate tax in the same manner as U.S. citizens and residents.

ALL NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF SHARES OF CLASS A COMMON STOCK IN LIGHT OF THEIR
OWN PARTICULAR CIRCUMSTANCES.

Dividends on Common Stock

Generally, any dividends paid to a Non-U.S. Holder of common stock will be
subject to United States Federal withholding tax at a rate of 30% of the amount
of the dividend, or at a lower applicable income tax treaty rate. However, if
the dividend is effectively connected with the conduct of a United States trade
or business of a Non-U.S. Holder (and is attributable to a U.S. permanent
establishment of such Non-U.S. Holder, if an applicable income tax treaty so
requires as a condition for the Non-U.S. Holder to be subject to U.S. income
tax on a net income basis in respect of such dividends) it will be subject to
United States Federal income tax on a net income basis at ordinary Federal
income tax rates (in which case the "branch profits tax" at 30% (or such lower
rate as may be specified in an applicable income tax treaty) may also apply if
such Non-U.S. Holder is a foreign corporation), and assuming certain
certification requirements are met, will not be subject to the 30% withholding
tax. Certain certification and disclosure requirements must be complied with in
order to be exempt from withholding under such effectively connected income
exemption.

Under current Treasury regulations, a holder's status as a Non-U.S. Holder
and eligibility for a tax treaty reduced rate of withholding will be determined
by reference to the holder's address and to any outstanding certificates or
statements concerning eligibility for a reduced rate of withholding, unless
facts and

7473

circumstances indicate that reliance on such address, certificates or
statements is not warranted. However, subject to certain transitional rules,
recently issued Treasury regulations require a Non-U.S. Holder to provide
certifications under penalties of perjury in order to obtain treaty benefits
for payments made after December 31, 2000.

A Non-U.S. Holder of common stock eligible for a reduced rate of United
States withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
IRS.

Disposition of Common Stock

Subject to the discussion of backup withholding below, any capital gain
realized upon a sale or other disposition of common stock by a Non-U.S. Holder
ordinarily will not be subject to United States Federal income tax unless (1)
such gain is effectively connected with a trade or business conducted by such
Non-U.S. Holder within the United States (and is attributable to a U.S.
permanent establishment of such holder, if an applicable income tax treaty so
requires as a condition for the Non-U.S. Holder to be subject to U.S. income
tax on a net income basis in respect of such gain) (in which case the branch
profits tax at 30% of the Non-U.S. Holder's effectively connected earnings and
profits within the meaning of the Code for the taxable year, as adjusted for
certain items, (or such lower rate as may be specified in an applicable income
tax treaty) may also apply, in addition to tax on the net gain derived from the
sale under regular graduated United States federal income tax rates, if the
Non-U.S. Holder is a foreign corporation), (2) in the case of a Non-U.S. Holder
that is an individual who holds the common stock as a capital asset, such Non-
U.S. Holder is present in the United States for a period or periods aggregating
183 days or more in the taxable year of the sale or other disposition and
either (a) has a "tax home" for Federal income tax purposes in the United
States or (b) has an office or other fixed place of business in the United
States to which the gain is attributable (in which case such holder will be
subject to a flat 30% tax on the gain derived from the sale, which may be
offset by United States source capital losses (even though the individual is
not considered a resident of the United States)), or (3) we are or have been a
"United States real property holding corporation" (a "USRPHC") for Federal
income tax purposes within the lesser of (a) the five-year period ending on the
date of the sale or other disposition and (b) the Non-U.S. Holder's holding
period, and, in each case, no income tax treaty exception is applicable. We
believe that we are currently a USRPHC. However, any gain recognized by a Non-
U.S. Holder on the disposition of the common stock still would not be subject
to U.S. tax if the common stock were to be "regularly traded" (within the
meaning of applicable Treasury regulations) on an established securities market
(such as, for example, the Nasdaq Stock Market) and the Non-U.S. Holder did not
own, directly or constructively, more than 5% of the outstanding common stock
at any time during the shorter of (a) the five-year period ending on the date
of the sale or other disposition and (b) the Non-U.S. Holder's holding period.
We believe that upon the consummation of the offeringsoffering the common stock will be
"regularly traded" (within the meaning of applicable Treasury regulations) on
an established securities market. Non-U.S. Holders should consult their tax
advisors to determine whether an income tax treaty is applicable.

Special rules may apply to certain Non-U.S. Holders, such as "controlled
foreign corporations", "passive foreign investment companies" and "foreign
personal holding companies", that are subject to special treatment under the
Code. Such entities should consult their own tax advisors to determine the U.S.
federal, state, local and other tax consequences that may be relevant to them.

Federal Estate Taxes

Common stock that is beneficially owned by an individual Non-U.S. Holder at
the time of death will be included in such individual's gross estate for United
States Federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

Backup Withholding and Information Reporting

Under current law, dividends on common stock paid to a Non-U.S. Holder at an
address outside the United States will generally be exempt from backup
withholding tax (unless the payer has knowledge that the
payee is a U.S. person). Under United States Treasury regulations, however,
backup withholding of United

7574

States Federal income tax at a rate of 31% may apply to dividends paid with
respect to common stock to Non-U.S. Holders that fail to provide certain
information (including the holder's taxpayer identification number) in the
manner required by United States law and applicable regulations.

Payments of the proceeds from the sale by a Non-U.S. Holder of shares of
common stock made by or through a foreign office of a broker will not be
subject to information reporting or backup withholding except that if the
broker is, for United States tax purposes, a United States person, a controlled
foreign corporation or a foreign person 50% or more of whose gross income is
effectively connected with the conduct of a United States trade or business for
a specified three-year period, information reporting may apply to such
payments. Payments of the proceeds from the sale of shares of common stock by
or through the United States office of a broker will be subject to information
reporting and backup withholding unless the Non-U.S. Holder certifies under
penalties of perjury that it is a Non-U.S. Holder or otherwise establishes an
exemption from information reporting and backup withholding. Subject to certain
transitional rules, recently adopted Treasury regulations change information
reporting requirements for Non-U.S. Holders for payments made after December
31, 2000. Accordingly, a Non-U.S. Holder should consult its tax advisor
regarding the effects on it, if any, of these new regulations.

Any amounts withhold under the backup withholding rules may be allowed as a
refund or a credit against such Non-U.S. Holder's U.S. federal income tax
liability provided the required information is furnished to the IRS.

7675

UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, the underwriters of the offering in the United States
and Canada named below, for whom
Lehman Brothers Inc., BT Alex. Brown
Incorporated,Deutsche Bank Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and Salomon Smith Barney Inc. are acting as U.S. representatives, and the underwriters of
the concurrent offering outside the United States and Canada named below, for
whom Lehman Brothers International (Europe), BT Alex. Brown International,
Donaldson, Lufkin & Jenrette International and Salomon Brothers International
Limited are acting as international
representatives, severally agreed to purchase, and we have agreed to sell to
the underwriters, the number of shares of Class A common stock set forth
opposite the name of each underwriter.

Number of
Name Shares
---- -------------------

U.S.
Underwriters:
Lehman Brothers Inc...............................................
BT Alex. Brown Incorporated.......................................Inc.............................................. 3,834,462
Deutsche Bank Securities Inc..................................... 1,918,000
Donaldson, Lufkin & Jenrette Securities Corporation...............Corporation.............. 1,918,000
Salomon Smith Barney Inc......................................... 1,918,000
BancBoston Robertson Stephens Inc................................ 150,000
Bear, Stearns & Co. Inc.......................................... ---------
Subtotal......................................................... 9,230,770
---------

Number of
Shares
----------

International Managers:
Lehman150,000
Credit Suisse First Boston Corporation........................... 150,000
Dresdner Kleinwort Benson North America LLC...................... 150,000
Goldman, Sachs & Co.............................................. 150,000
Morgan Stanley & Co. Incorporated................................ 150,000
PaineWebber Incorporated......................................... 150,000
RBC Dominion Securities Corporation.............................. 150,000
Raymond James & Associates Inc................................... 150,000
Legg Mason Wood Walker, Incorporated............................. 100,000
Needham & Company, Inc........................................... 100,000
Sands Brothers International (Europe)...........................
BT Alex. Brown International.....................................
Donaldson, Lufkin & Jenrette International.......................
Salomon Brothers International Limited...........................
----------
Subtotal........................................................ 2,307,692Co. Ltd......................................... 100,000
SunTrust Equitable Securities Corporation........................ 100,000
Sutro & Co. Incorporated......................................... 100,000
Wachovia Securities, Inc......................................... 100,000
----------
Total........................................................... 11,538,462
==========

We refer to the U.S. underwriters and international underwriters as the
underwriters and the U.S. representatives and international representatives as
the representatives.

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in the offeringsoffering are subject to
approval of legal matters by counsel as well as to other conditions. The
underwriters are obligated to purchase all the shares (other than those covered
by the over-allotment option described below) if they purchase any of the
shares. The offering price and underwriting discounts and
commissions per share for the U.S. offering and the international offering are
identical. The closing of the U.S. offering is a condition to the closing of
the international offering and the closing of the international offering is a
condition to the closing of the U.S. offering.

The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the shares to certain dealers at the public offering price less a
concession not in excess of $ per share. The underwriters may allow, and
such dealers may reallow, a concession not in excess of $ per share on
sales to certain other dealers. If all of the shares are not sold at the
initial offering price, the representatives may change the public offering
price and the other selling terms. The representatives have advised us that the
underwriters do not intend to confirm any sales to any accounts over which they
exercise discretionary authority without the prior written approval of the
customer.

The selling shareholdersWe have granted to the U.S. underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 1,730,769 additional shares of
our Class A common stock at the 77
public offering price less the underwriting
discount. The U.S. underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, in connection with the U.S. offering. To the
extent this option is exercised, each U.S. underwriter will be obligated, subject to
various conditions, to purchase a number of additional shares approximately
proportionate to its initial purchase commitment.

We, our executive officers and directors and, with certain limited
exceptions, all of our other existing shareholders have agreed not to do any of
the following, whether any transaction described in clause (1), (2) or (3)
below is to be settled by delivery of Class A common stock or other securities,
in cash or otherwise, in each case without the prior written consent of Lehman
Brothers Inc., on behalf of the underwriters, for a period of 180 days after
the date of this prospectus:

(1) offer, sell, pledge, or otherwise dispose of, or enter into any transaction
or device which is designed or could be expected to, result in the
disposition by any person at any time in the future of, any shares of Class
A common stock or securities convertible into or exchangeable for Class A
common stock or substantially similar securities, other than any of the
following:

. the.the Class A common stock sold under this prospectus and

. shares of Class A common stock we issue pursuant to employee benefit
plans, qualified stock option plans or other employee compensation plans
existing on the date of this prospectus or pursuant to currently
outstanding options, warrants or rights;

(2) sell or grant options, rights or warrants with respect to any shares of our
Class A common stock or securities convertible into or exchangeable for our
Class A common stock or substantially similar securities, other than the
grant of options pursuant to option plans existing on the date hereof; and

(3) enter into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or risks or
ownership of shares of Class A common stock.

These lock up arrangements will be subject to the following exceptions:

.transfers of common stock in private transactions or

.transfers of common stock for estate planning purposes;

in each case, provided that the transferees agree to be bound by the
restrictions described above.

The U.S. underwriters and the international underwriters have entered into an
agreement among U.S. underwriters and international underwriters, pursuant to
which each U.S. underwriter has agreed that, as part of the distribution of the
shares of Class A common stock offered in the U.S. offering:

. it is not purchasing any of these shares for the account of anyone other
than a U.S. Person (as defined below) and

. it has not offered or sold, will not offer, sell, resell or deliver,
directly or indirectly, any of these shares or distribute any prospectus
relating to the U.S. offering to anyone other than a U.S. person.

In addition, pursuant to the agreement, each international underwriter has
agreed that, as part of the distribution of the shares of Class A common stock
offered in the international offering:

. it is not purchasing any of the shares for the account of a U.S. Person
and

. it has not offered or sold, and will not offer, sell, resell or deliver,
directly or indirectly, any of these shares or distribute any prospectus
relating to the international offering to any U.S. Person.

The limitations described above do not apply to stabilization transactions or
to other transactions specified in the underwriting agreement and the agreement
among U.S. underwriters and international underwriters, including

. some purchases and sales between U.S. underwriters and international
underwriters;

. some offers, sales, resales, deliveries or distributions to or through
investment advisors or other persons exercising investment discretion;

. purchases, offers or sales by a U.S. underwriter who is also acting as
an international underwriter or by an international underwriter who is
also acting as a U.S. underwriter; and

. other transactions specifically approved by the U.S. representatives and
the international representatives.

As used in this section, the term "U.S. Person" means any resident or national
of the United States or Canada, any corporation, partnership or other entity
created or organized in or under the laws of the United States or Canada, or
any estate or trust the income of which is subject to United States or Canadian
federal income taxation regardless of the source, the term "United States"
means the United States of America (including the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction, and
the term "Canada" means Canada, its provinces, its territories, its possessions
and other areas subject to its jurisdiction.

Prior to the offerings,offering, there has been no public market for the shares of
Class A common stock. The initial public offering price will be negotiated
between the representatives and us. In determining the initial public offering
price of the Class A common stock, the representatives will consider, among
other things and in addition to prevailing market conditions, our historical
performance and capital structure, estimates of our business potential and
earnings prospects, an overall assessment of our management and the
consideration of the above factors in relation to market valuation of companies
in related businesses.

We have applied to list our Class A common stock on the Nasdaq National
Market under the symbol "SBAC".

Any offer of the shares of Class A common stock in Canada will be made only
pursuant to an exemption from the prospectus filing requirement and an
exemption from the dealer registration requirement (where such an exemption is
not available, offers shall be made only by a registered dealer) in the
relevant Canadian jurisdiction where any such offer is made.

Each international underwriter has agreed that it is not carrying on an
investment business in the United Kingdom in contravention of Section 3 of the
Financial Services Act 1986.

Each international underwriter has also represented and agreed to all of the
following:

. It has not been offered or sold and, prior to the date six months after
the date of issue of the shares of Class A common stock, will not offer
or sell any shares of Class A common stock to persons in the United
Kingdom by means of any document (other than to persons whose ordinary
business it is to buy or sell securities or debentures, whether as
principal or agent, or in circumstances that do not constitute an offer
to the public within the meaning of Public Offers of Securities
Regulations 1995).

. It has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the shares of Class A common stock in, from or otherwise
involving the United Kingdom.

. It has only issued or passed on, and will only issue or pass on, to any
person in the United Kingdom any document received by it in connection
with the issue of the shares of Class A common stock if that person is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to
whom such document may otherwise be lawfully issued or passed upon and
that it will procure that any purchaser from it of any shares of Class A
common stock undertakes to comply with the provisions of this paragraph.

Pursuant to the agreement among the U.S. underwriters and international
underwriters, sales may be made between the U.S. underwriters and the
international underwriters of a number of shares of Class A common stock as may
be mutually agreed. The price of any shares so sold shall be the public
offering price as then in effect for the shares of Class A common stock being
sold by the U.S. underwriters and the international underwriters less an amount
equal to the selling concession allocable to those shares of Class A common
stock, unless otherwise determined by mutual agreement. To the extent that
there are sales between the U.S. underwriters and the international
underwriters pursuant to the agreement among the U.S. underwriters and the
international underwriters, the number of shares of Class A common stock
available for sale by the U.S. underwriters or by the international
underwriters may be more or less than the amount specified on the cover page of
this prospectus.

79
In connection with the offerings,offering, Lehman Brothers, on behalf of the
underwriters, may purchase and sell shares of our Class A common stock in the
open market. These transaction may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of Class A common stock in excess of the number of shares to be purchased
by the underwriters in the offerings,offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of our Class A common stock
in the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of our Class A common stock made for the purpose of preventing or
retarding a decline in the market price of our Class A common stock while the
offerings areoffering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Lehman Brothers, in covering syndicate short positions or making stabilizing
purchases, repurchases shares originally sold by that syndicate member.

Any of these activities may cause the price of our Class A common stock to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be affected in the over-
the-counter market or otherwise and, if commenced, may be discontinued at any
time.

Purchasers of the shares of Class A common stock offered in this prospectus
may be required to pay stamp taxes and other charges in accordances with the
laws and practices of the country of purchase, in addition to the offering
price set forth on the cover of this prospectus.

We and the selling shareholders have agreed to indemnify the underwriters against liabilities, including
liabilities under the Securities Act of 1933, or to contribute to payments the
underwriters may be required to make in respect of any of those liabilities.

Certain of the U.S. representatives have from time to time provided investment
banking, financial advisory and other services to us for which such
U.S.
representatives received customary fees and commissions. Lehman Brothers acted
as co-arranger of our senior credit facility and its affiliate, Lehman
Commercial Paper Inc., is the administrative agent of the senior credit
facility. Lehman Commercial Paper Inc. will receive a portion of the proceeds
of the offeringsoffering in repayment of indebtedness outstanding under the senior
credit facility. Lehman Brothers and BT Alex. Brown were also the initial
purchasers of our senior discount notes. In addition, BT Alex. Brown acted as
placement agent in connection with the private placement of shares of our
Series A preferred stock in March 1997. We granted BT Alex. Brown (which is now
referred to as "Deutsche Bank Securities") a warrant to purchase up to 402,500
shares of Class A common stock, subject to certain anti-
dilutionanti-dilution rights. An
affiliate of BT Alex. Brown is also a limited partner in ABS Capital Partners,
II, L.P. ABS Capital Partners, II, L.P. owns shares of our Series A preferred
stock. Certain officers and employees of BT Alex. Brown are direct and indirect
holders of Series A preferred stock. See "Principal and
Selling Shareholders." Under Rule
2720 of the Conduct Rules of the NASD, BT Alex. Brown may be deemed to have a
"conflict of interest" with us. The offerings areoffering is being conducted in accordance
with Rule 2720, which provides that, among other things, when a NASD member
participates in the underwriting of the equity securities of a company with
which it has a deemed "conflict of interest," the public offering price per
share can be no higher than that recommended by a "qualified independent
underwriter," or QIU, meeting certain standards. In accordance with this
requirement, Lehman Brothers has assumed the responsibilities of acting as QIU.
In its role as QIU, Lehman Brothers has performed a due diligence investigation
and reviewed and participated in the preparation of this prospectus and the
registration statement of which this prospectus in a part. We the selling shareholders and the other
underwriters have agreed to indemnify Lehman Brothers in its capacity as QIU
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments Lehman Brothers in its capacity as QIU may be
required to make in respect of any of those liabilities.

8078

LEGAL MATTERS

Certain legal matters relating to the offeringsoffering will be passed upon for us by
Latham & Watkins, New York, New York, and Gunster, Yoakley, Valdes-Fauli &
Stewart, P.A., West Palm Beach, Florida. Certain legal matters relating to the
Class A common stock will be passed upon for the U.S. underwriters and
international underwriters by Simpson
Thacher & Bartlett, New York, New York.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements and schedule of SBA Communications
Corporation as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, financial statements of Caddo Tower Company
Inc. for the fiscal year ended July 31, 1998, financial statements of PrimeCo
Tower Operations for the year ended December 31, 1997, financial statements of
Northwest Tower Service, Inc. for the year ended December 31, 1997 and
financial statements of General Communications Properties, Inc. Tower
Operations for the year ended December 31, 1997, included in this prospectus
and elsewhere in the registration statement, have been audited by Arthur
Andersen LLP, independent certified public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

The financial statements of Transmission Facilities, Inc. for the year ended
December 31, 1997, included in this prospectus and elsewhere in the
registration statement, have been audited by Peter C. Cosmas Co., Certified
Public Accountants as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

The financial statements of Long Island Waves, Inc. for the ten months ended
September 30, 1998, included in this prospectus and elsewhere in the
registration statement, have been audited by John A. Criscuola, Certified
Public Accountant as indicated in his report with respect thereto, and are
included herein in reliance upon his authority as an expert in giving said
report.

The financial statements of Quad States Towers and Communications for the
year ended June 30, 1998, included in this prospectus and elsewhere in the
registration statement, have been audited by Turbes Drealan Kvilhaug & Co. PA,
Certified Public Accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

8179

INDEX TO FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 1998 and March 31, 1999.. F-3
Consolidated Statements of Operations for the three months ended March
31, 1998 and March 31, 1999............................................ F-4
Consolidated Statements of Cash Flows for the three months ended March
31, 1998 and March 31, 1999............................................ F-5
Condensed Notes to Consolidated Financial Statements..............................Statements.................... F-6

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants...................... F-12
Consolidated Balance Sheets as of December 31, 1998 and December 31,
1997................................................................... F-13
Consolidated Statements of Operations for the years ended December 31,
1998,
1997 and 1996.......................................................... F-14
Consolidated Statements of Stockholders' Deficit for the years ended
December 31, 1998,
1997 and 1996.......................................................... F-15
Consolidated Statements of Cash Flows for the years ended December 31,
1998,
1997 and 1996.......................................................... F-16
Notes to Consolidated Financial Statements.............................. F-18
Report of Independent Certified Public Accountants on Schedule.......... F-33
Schedule of Valuation and Qualifying Accounts........................... F-34

CADDO TOWER COMPANY INC.

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants...................... F-35
Statement of Operations and Retained Earnings for the year ended July
31, 1998............................................................... F-36
Statement of Cash Flows for the year ended July 31, 1998................ F-37
Notes to Financial Statements........................................... F-38

PRIMECO TOWER OPERATIONS

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants...................... F-40
Statement of Operations and Retained Earnings for the year ended
December 31, 1997...................................................... F-41
Statement of Cash Flows for the year ended December 31, 1997............ F-42
Notes to Financial Statements........................................... F-43

NORTHWEST TOWER SERVICE, INC.

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants...................... F-45
Statement of Operations and Retained Earnings for the year ended
December 31, 1997...................................................... F-46
Statement of Cash Flows for the year ended December 31, 1997............ F-47
Notes to Financial Statements........................................... F-48

F-1

GENERAL COMMUNICATIONS PROPERTIES, INC. TOWER OPERATIONS

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants...................... F-50
Statement of Operations and Retained Earnings for the year ended
December 31, 1997...................................................... F-51
Statement of Cash Flows for the year ended December 31, 1997............ F-52
Notes to Financial Statements........................................... F-53

TRANSMISSION FACILITIES, INC.

AUDITED FINANCIAL STATEMENTS:
Independent Auditors' Report............................................ F-55
Statement of Income and Retained Earnings for the year ended December
31, 1997............................................................... F-56
Statement of Cash Flows for the year ended December 31, 1997............ F-57
Notes to Financial Statements........................................... F-58

LONG ISLAND WAVES, INC.

AUDITED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants ..................... F-59
Statement of Income and Retained Earnings for the period from December
1, 1997 through September 30, 1998..................................... F-60
Statement of Cash Flows for the period from December 1, 1997 through
September 30, 1998..................................................... F-61
Notes to Financial Statements........................................... F-62

QUAD STATES TOWERS AND COMMUNICATIONS

AUDITED FINANCIAL STATEMENTS:
Independent Auditors' Report............................................ F-65
Statement of Income for the year ended June 30, 1998.................... F-66
Statement of Cash Flows for the year ended June 30, 1998................ F-67
Notes to Financial Statements........................................... F-68

F-2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, March 31,
1998 1999
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents, includes interest
bearing amounts of $26,227,973 and $1,811,140 in
1998 and 1999................................... $ 26,743,270 $ 2,277,530
Accounts receivable, net of allowances of
$436,671 and $538,494 in 1998 and 1999.......... 12,512,574 14,164,266
Prepaid and other current assets................. 5,981,134 7,605,903
Costs and estimated earnings in excess of
billings on uncompleted contracts............... 598,971 359,529
------------ ------------
Total current assets........................... 45,835,949 24,407,228
Property and equipment, net...................... 150,946,480 184,824,539
Note receivable-stockholder...................... 3,784,768 3,839,930
Intangible assets, net........................... 6,932,486 6,797,787
Deferred financing fees, net..................... 6,563,772 11,221,890
Other assets..................................... 509,871 750,009
------------ ------------
Total assets................................... $214,573,326 $231,841,383
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable................................. $ 14,447,384 $ 12,115,877
Accrued expenses................................. 2,247,282 3,098,326
Accrued salaries and payroll taxes............... 1,841,392 1,141,040
Notes payable.................................... 17,001,000 --
Billings in excess of costs and estimated
earnings on uncompleted contracts............... 166,526 126,333
Other current liabilities........................ 2,049,058 1,968,397
------------ ------------
Total current liabilities...................... 37,752,642 18,449,973
------------ ------------
Other liabilities:
Senior discount notes payable.................... 165,572,133 170,444,840
Notes payable.................................... -- 40,000,000
Deferred tax liabilities......................... 3,370,439 3,370,439
Other long-term liabilities...................... 415,201 445,880
------------ ------------
Total long-term liabilities 169,357,773 214,261,159
------------ ------------
Commitments and contingencies (see Note 8)
Redeemable preferred stock......................... 33,558,333 34,270,833
Stockholders' deficit:
Common stock:
Class A (32,000,000 shares authorized) 880,922
shares issued and outstanding in 1998 and 1999.. 8,809 8,809
Class B (8,100,000 shares authorized) 8,075,000
shares issued and outstanding in 1998 and 1999.. 80,750 80,750
Additional paid in capital....................... 716,131 740,693
Accumulated deficit.............................. (26,901,112) (35,970,834)
------------ ------------
Total stockholders' deficit (26,095,422) (35,140,582)
------------ ------------
Total liabilities and stockholders' deficit $214,573,326 $231,841,383
============ ============

The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets

F-3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months
ended March 31,
------------------------
1998 1999
----------- -----------

Revenues:
Site development revenue........................... $12,531,250 $ 8,574,687
Site leasing revenue............................... 2,158,539 5,141,614
----------- -----------
Total revenues................................... 14,689,789 13,716,301
----------- -----------
Cost of revenues (exclusive of depreciation shown be-
low)
Cost of site development revenue................... 8,989,385 6,623,195
Cost of site leasing revenue....................... 1,506,871 2,377,506
----------- -----------
Total cost of revenues........................... 10,496,256 9,000,701
----------- -----------
Gross profit..................................... 4,193,533 4,715,600
Operating expenses:
Selling, general and administrative................ 3,942,048 4,077,573
Depreciation and amortization...................... 507,245 3,131,301
----------- -----------
Total operating expenses......................... 4,449,293 7,208,874
----------- -----------
Operating loss................................... (255,760) (2,493,274)
Other income (expense):
Interest income.................................... 764,158 506,943
Interest expense................................... (332,575) (815,490)
Non-cash amortization of original issue discount
and debt issuance costs........................... (1,547,352) (5,200,244)
Other.............................................. -- 9,215
----------- -----------
Total other income (expense)..................... (1,115,769) (5,499,576)
----------- -----------
Loss before provision for income taxes and ex-
traordinary item................................ (1,371,529) (7,992,850)
(Provision) benefit for income taxes................. (86,584) 785,582
----------- -----------
Net loss before extraordinary item............... (1,458,113) (7,207,268)
Extraordinary item................................... -- (1,149,954)
----------- -----------
Net loss......................................... (1,458,113) (8,357,222)
Dividends on preferred stock......................... (437,500) (712,500)
----------- -----------
Net loss to common stockholders.................. $(1,895,613) $(9,069,722)
=========== ===========

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements

F-4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months
ended March 31,
--------------------------
1998 1999
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss......................................... $ (1,458,113) $ (8,357,222)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities--
Depreciation and amortization.................... 507,245 3,131,301
Provision for doubtful accounts.................. 41,370 101,822
Non cash compensation expense.................... 48,125 24,562
Amortization of original issue discount and debt
issue costs..................................... 1,575,418 5,200,244
Interest on shareholder note..................... (56,466) (55,162)
Write-off of deferred financing fees............. -- 1,149,954
Changes in operating assets and liabilities:
(Increase) decrease in--
Accounts receivable.......................... (2,704,107) (1,753,515)
Prepaid and other current assets............. (603,850) (1,624,769)
Costs and estimated earnings in excess of
billings on uncompleted contracts........... 27,219 239,442
Other assets................................. (172,397) (240,138)
Deferred tax asset........................... 63,744 --
Intangible assets............................ (1,663,766) (5,000)
Increase (decrease) in--
Accounts payable............................. (364,364) (2,331,507)
Accrued expenses............................. (308,623) 851,044
Accrued salaries and payroll taxes........... (771,345) (700,352)
Other liabilities............................ 45,193 (80,661)
Deferred tax liabilities..................... (493,083) --
Other long-term liabilities.................. 386,554 30,679
Billings in excess of costs and estimated
earnings on uncompleted contracts........... (155,774) (40,192)
------------ ------------
Total adjustments........................... (4,598,907) 3,897,752
------------ ------------
Net cash used in operating activities....... (6,057,020) (4,459,470)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Tower and other capital expenditures............. (11,070,221) (36,869,661)
------------ ------------
Net cash used in investing activities.......... (11,070,221) (36,869,661)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from senior discount notes payable.. 150,191,513 --
Proceeds from notes payable...................... 12,486,767 40,000,000
Repayment of notes payable....................... (22,669,821) (17,001,000)
Deferred financing fees.......................... (5,380,668) (6,135,609)
------------ ------------
Net cash provided by financing activities...... 134,627,791 16,863,391
------------ ------------
Net increase (decrease) in cash and cash
equivalents................................... 117,500,550 (24,465,740)
CASH AND CASH EQUIVALENTS:
Beginning of period.............................. 6,109,418 26,743,270
------------ ------------
End of period.................................... $123,609,968 $ 2,277,530
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION:
Cash paid during the period for:
Interest....................................... $ 235,865 $ 813,682
Taxes.......................................... 469,385 182,496
NON-CASH ACTIVITIES:
Dividends on preferred stock..................... 437,500 712,500
Interest on bonds payable........................ 1,502,365 4,872,707

The accompanying notes to consolidated financial statements are an integral
part
of these consolidated statements.

F-5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General

The accompanying unaudited condensed consolidated financial statements
include the accounts of SBA Communications Corporation and its subsidiaries
(the "Company"). All significant intercompany accounts and transactions have
been eliminated. Certain information related to the Company's organization,
significant accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted. These unaudited condensed
consolidated financial statements reflect, in the opinion of management, all
material adjustments (which included only normal recurring adjustments)
necessary to fairly state the financial position and the results of operations
for the periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for interim periods are
not necessarily indicative of the results that can be expected for a full year.
These interim financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto.

Certain reclassifications have been made to the 1998 financial statements to
conform to the 1999 presentation.

2. Current Accounting Pronouncements

Comprehensive Income

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income", which establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. This statement requires that an
enterprise classify items of other comprehensive income separately from
accumulated deficit and additional paid-in-capital in the equity section of the
balance sheet. Comprehensive income is defined as the change in equity during
the financial reporting period of a business enterprise resulting from non-
owner sources. During the three months ended March 31, 1998 and 1999, the
Company did not have any changes in its equity resulting from such non-owner
sources and accordingly, comprehensive income as set forth by SFAS No. 130 was
equal to the net loss amounts presented for the respective periods in the
accompanying Consolidated Statements of Operations.

Derivative Instruments and Hedging Activities

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. SFAS
No. 133 is effective for fiscal years beginning after June 15, 1999. Management
believes adopting this statement will not have a material impact upon the
Company's results of operations or financial position.

3. Acquisitions

During the three months ended March 31, 1999, the Company completed five
acquisitions consisting of 38 towers and related assets from various sellers,
all of which were individually insignificant to the Company. The aggregate
purchase price was approximately $19,100,000 and was paid with proceeds from
long-term borrowings.

F-6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

acquisitions. The following unaudited pro forma summary for the three months
ended March 31, 1998 and 1999 presents the consolidated results of operations
as if the acquisitions had occurred as of the beginning of each of the periods
presented, after giving effect to certain adjustments such as depreciation.
These unaudited pro forma results have been prepared for comparative purposes
only and do not purport to be indicative of what would have occurred had the
acquisitions been made as of the beginning of the periods presented or of
results which may occur in the future.

For the three months
ended March 31,
--------------------------
1998 1999
------------ ------------

Unaudited Pro-forma Revenues................... $ 16,239,549 $ 13,941,607
============ ============
Unaudited Pro-forma Net Loss................... $ (1,344,828) $ (8,350,587)
============ ============

4. Property and Equipment

Property and equipment, net consists of the following:

December 31, March 31,
1998 1999
------------ ------------

Land........................................... $ 5,307,754 $ 6,073,413
Towers......................................... 141,755,358 175,193,991
Buildings and improvements..................... 506,120 506,120
Vehicles....................................... 442,496 424,950
Furniture and equipment........................ 1,708,132 2,224,352
Construction in process........................ 7,736,769 10,287,435
------------ ------------
157,456,629 194,710,261
Less: Depreciation and amortization............ (6,510,149) (9,885,722)
------------ ------------
Property and equipment, net.................... $150,946,480 $184,824,539
============ ============

Construction in process represents costs incurred related to towers which are
under development and will be used in the Company's operations.

5. Costs and Estimated Earnings on Uncompleted Contracts

December 31, March 31,
1998 1999
------------ -----------

Costs incurred on uncompleted contracts......... $ 4,633,768 $ 3,598,976
Estimated earnings.............................. 1,357,134 1,121,229
Billings to date................................ (5,558,457) (4,487,009)
----------- -----------
$ 432,445 $ 233,196
=========== ===========

This amount is included in the accompanying balance sheet under the following
captions:

December 31, March 31,
1998 1999
------------ ---------

Costs and estimated earnings in excess of
billing......................................... $ 598,971 $ 359,529
Billings in excess of costs and estimated
earnings........................................ (166,526) (126,333)
--------- ---------
$ 432,445 $ 233,196
========= =========

F-7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

6. Current and Long Term Debt

Current and long term debt consists of the following:

December 31, March 31,
1998 1999
------------ ------------

Senior credit facility term loan, interest at 8.437%
at March 31, 1999 quarterly installments based on
reduced availability beginning March 31, 2001,
maturing December 31, 2004......................... -- $ 25,000,000
Senior credit facility revolving credit loan,
interest at 8.437% at March 31, 1999 quarterly
installments based on reduced availability
beginning March 31, 2001, maturing December 31,
2004............................................... -- 15,000,000
Bank Credit Agreement............................... 17,001,000 --
12% Senior discount notes, net of unamortized
original issue discount of $98,555,160 at March 31,
1999, unsecured, cash interest payable semi-
annually in arrears beginning March 1, 2003,
balloon principal payment of $269,000,000 due at
maturity on March 1, 2008.......................... 165,572,133 170,444,840
----------- ------------
182,573,133 210,444,840
Less: current maturities.......................... 17,001,000 --
Long term debt...................................... 165,572,133 $210,444,840
=========== ============

Senior Credit Facility

On February 5, 1999 the Company, through its subsidiary, SBA
Telecommunications Inc., ("Telecommunications") entered into a new senior
credit facility with a syndicate of lenders which replaced and superseded in
its entirety its previous credit agreement. The senior credit facility consists
of a $25 million term loan, which was fully funded at closing, and a $100
million revolving line of credit, on which the Company had the option to
increase to $150 million under certain conditions. Proceeds from the term loan
were used to repay the previous bank credit agreement. The senior credit
facility also provides for letter of credit availability. Availability under
the senior credit facility is determined by a number of factors, including
number of towers built by the Company with anchor tenants on the date of
completion, the financial performance of the Company's towers, site development
and construction segments, as well as by other financial covenants, financial
ratios and other conditions. The senior credit facility matures December 31,
2004 and amortization pursuant to a schedule and reduced availability begins
March 31, 2001. Borrowings under the senior credit facility bear interest at
the eurodollar rate plus a margin ranging from 2.25% to 3.50% (determined by a
leverage ratio) or "base rate" (as defined in the senior credit facility) plus
a margin ranging from 1.25% to 2.50% (determined by a leverage rate). The
senior credit facility is secured by substantially all of the assets of
Telecommunications and its direct and indirect subsidiaries, requires
Telecommunications to maintain certain financial ratios, and places
restrictions on, among other things, the incurrence of debt and liens,
dispositions of assets, transactions with affiliates and certain investments.
In connection with the termination of the previous credit agreement, the
Company recorded an extraordinary charge of approximately $1,150,000
representing the write-off of previously capitalized deferred financing fees
related to the previous bank credit agreement. Deferred financing fees related
to obtaining the new senior credit facility were approximately $3.9 million.
Additionally, on March 8, 1999, after receiving the requisite consents from the
holders of our senior discount notes, we amended the indenture governing the
notes to increase one of the categories of permitted indebtedness from $125.0
million to $175.0 million. In connection therewith, we paid $2.1 million to the
holders of the notes. The amount is also reflected in deferred financing fees.
Simultaneously, Telecommunications exercised its option to increase the
revolving line of credit portion of the senior credit facility from $100
million to $150 million.

F-8

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Income Taxes

Income taxes have been provided for based upon the Company's annual effective
income tax rate. A reconciliation of the statutory U.S. Federal tax rate (34%)
and the effective income tax rate for the period is as follows:

For the three months
ended March 31,
----------------------
1998 1999
--------- -----------

Federal income tax................................ $(480,035) $(2,717,569)
State income tax.................................. 86,584 140,034
Foreign tax....................................... -- 230,998
Change in valuation allowance..................... 480,035 1,560,955
--------- -----------
$ 86,584 $ (785,582)
========= ===========

The Company has recorded a benefit in the first quarter of 1999 as a result
of net operating loss carrybacks available. The amount recorded as a benefit
represents the entire carryback amount available If the Company generates
taxable losses in the future, net operating loss carryforwards will be
generated.

8. Commitments and Contingencies

The Company is involved in various claims, lawsuits and proceedings arising in
the ordinary course of business. While there are uncertainties inherent in the
ultimate outcome of such matters and it is impossible to presently determine
the ultimate costs that may be incurred, management believes the resolution of
such uncertainties and the incurrence of such costs should not have a material
adverse effect on the Company's consolidated financial position or results of
operations.

F-9

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. Segment Data

The Company operates principally in three business segments: site development
consulting, site development construction, and site leasing. The Company's
reportable segments are strategic business units that offer different services.
They are managed separately based on the fundamental differences in their
operations. Revenue, operating income, identifiable assets, capital
expenditures and depreciation and amortization pertaining to the segments in
which the Company operates are presented below:

For the three months
ended March 31
-------------------------
1998 1999
------------ ------------

Revenue:
Site development--consulting....................... $ 9,731,091 $ 3,921,229
Site development--construction..................... 2,800,159 4,653,458
Site leasing....................................... 2,158,539 5,141,614
------------ ------------

$ 14,689,789 $ 13,716,301
============ ============

Gross Profit:
Site development-- consulting...................... $ 2,486,279 $ 888,369
Site development-- construction.................... 1,055,586 1,063,123
Site leasing....................................... 651,668 2,764,108
------------ ------------

$ 4,193,533 $ 4,715,600

============ ============
Capital expenditures:
Site development-- consulting...................... $ 5,561,848 $ 2,427,225
Site development-- construction.................... 31,795 1,006
Site leasing....................................... 5,212,626 33,928,913
Assets not identified by segment................... 263,952 512,517
------------ ------------

$ 11,070,221 $ 36,869,661

============ ============

As of As of
December 31, March 31,
1998 1999
------------ ------------

Assets:
Site development--consulting....................... $ 14,516,752 $ 16,027,326
Site development--construction..................... 9,690,197 10,834,906
Site leasing....................................... 173,075,271 182,011,550
Assets not identified by segment................... 17,291,106 22,967,601
------------ ------------
$214,573,326 $231,841,383
============ ============

10. Subsequent Events

In April 1999, the Company adopted the 1999 Equity Participation Plan. A
total of 2,500,000 shares of Class A common stock are reserved for issuance
under this plan. In April, 1999, the Company granted options to employees for
the purchase of approximately an aggregate of 900,000 shares of Class A common
stock at an exercise price of $8.00 per share. The options will vest in three
installments commencing December 31, 1999 and ending April 19, 2002. Since the
exercise price range of these options is substantially below the midpoint of
the anticipated price range in the proposed initial public offering of Class A
common stock, the Company will record a non-cash compensation charge over the
vesting period of approximately $3.3 million.

On April 19, 1999, the Company filed a Registration Statement on Form S-1 to
register shares of its Class A common stock in an initial public offering. The
Company filed for an offering of gross proceeds of $150.0

F-10

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

million, which is anticipated to produce net proceeds after deduction of the
underwriting discount and estimated offering expenses of $138.5 million. The
Company expects to use approximately $32.7 million of these net proceeds to pay
all outstanding dividends on all outstanding shares of the Company's Series A
preferred stock and to redeem all outstanding shares of the Company's Series B
preferred stock. The Company also expects to use $50.0 million to repay all
revolving credit loans under the senior credit facility. Remaining proceeds
will be used for the construction and acquisition of towers, the acquisition of
tower companies or related businesses, and for general working capital
purposes. There can be no assurance that the Company's planned initial public
offering of Class A common stock will be successfully consummated or, if
consummated, of the final terms of such initial public offering.

On April 30, 1999, the Company acquired through merger all of the issued and
outstanding stock of Com-Net Construction Services, Inc. ("Com-Net"). The
Company issued 780,000 shares of its Class A common stock to the shareholders
of Com-Net, of which 480,000 shares have been pledged back to the Company and
are subject to forfeiture if certain 1999 earnings targets are not achieved by
the acquired company. The Company also assumed working capital debt of
approximately $4.5 million. In addition, the shareholders of Com-Net may
receive up to $2.5 million in cash and 320,000 additional shares of Class A
common stock if certain 1999 earnings targets are met by the acquired company,
and up to an additional 400,000 shares of Class A common stock if certain 2000
earnings targets are met.

On the same date the Company acquired all of the issued and outstanding
capital stock of an affiliate of Com-Net, Com-Net Development Group, LLC
("Development Group"). Development Group owns 15 completed towers located in
Texas, Ohio and Tennessee and over 30 additional tower sites in various stages
of development under build-to-suit programs. The Company paid $1.0 million in
cash and assumed debt of approximately $2.5 million for Development Group.

The Company will account for each of the above acquisitions as a purchase.

F-11

Report of Independent Certified Public Accountants

To SBA Communications Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of SBA
Communications Corporation (a Florida corporation) and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SBA Communications Corporation
and subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
March 11, 1999

F-12

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, December 31,
1998 1997
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents, includes interest
bearing amounts of $26,227,973 and $1,397,047 in
1998 and 1997.................................... $ 26,743,270 $ 6,109,418
Accounts receivable, net of allowances of $436,671
and $508,268 in 1998 and 1997.................... 12,512,574 10,931,038
Prepaid and other current assets.................. 5,981,134 982,722
Costs and estimated earnings in excess of billings
on uncompleted contracts......................... 598,971 118,235
------------ -----------
Total current assets............................ 45,835,949 18,141,413
------------ -----------
Property and equipment, net......................... 150,946,480 17,829,062
Note receivable-stockholder......................... 3,784,768 3,561,306
Intangible assets, net.............................. 6,932,486 2,115,938
Deferred financing fees, net........................ 6,563,772 740,338
Deferred tax assets................................. -- 2,257,462
Other assets........................................ 509,871 151,885
------------ -----------
Total assets.................................... $214,573,326 $44,797,404
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.................................. $ 14,447,384 $ 2,182,447
Accrued expenses.................................. 2,247,282 919,563
Accrued salaries and payroll taxes................ 1,841,392 1,729,273
Notes payable..................................... 17,001,000 10,184,054
Deferred tax liabilities.......................... -- 1,621,714
Billings in excess of costs and estimated earnings
on uncompleted contracts......................... 166,526 956,688
Other current liabilities......................... 2,049,058 530,964
------------ -----------
Total current liabilities....................... 37,752,642 18,124,703
------------ -----------
Other liabilities:
Deferred tax liabilities.......................... 3,370,439 --
Senior discount notes payable..................... 165,572,133 --
Other long-term liabilities....................... 415,201 33,635
------------ -----------
Total long-term liabilities..................... 169,357,773 33,635
------------ -----------
Commitments and contingencies (see Note 12).........
Redeemable preferred stock.......................... 33,558,333 30,983,333
Stockholders' deficit:
Common stock-Class A (32,000,000 shares
authorized), 880,922 shares issued and
outstanding in 1998, none in 1997................ 8,809 --
Class B (8,100,000 shares authorized), 8,075,000
shares issued and outstanding in 1998 and 1997... 80,750 80,750
Additional paid in capital........................ 716,131 --
Accumulated deficit............................... (26,901,112) (4,425,017)
------------ -----------
Total stockholders' deficit..................... (26,095,422) (4,344,267)
------------ -----------
Total liabilities and stockholders' deficit..... $214,573,326 $44,797,404
============ ===========

The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.

F-13

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31,
---------------------------------------
1998 1997 1996
------------- ----------- -----------

Revenues:
Site development revenue............ $ 46,704,641 $48,240,443 $60,276,160
Site leasing revenue................ 12,396,268 6,759,362 4,530,152
------------- ----------- -----------
Total revenues.................... 59,100,909 54,999,805 64,806,312
------------- ----------- -----------
Cost of revenues (exclusive of
depreciation shown below)
Cost of site development revenue.... 36,499,980 31,470,203 39,821,589
Cost of site leasing revenue........ 7,280,786 5,356,160 3,638,133
------------- ----------- -----------
Total cost of revenues............ 43,780,766 36,826,363 43,459,722
------------- ----------- -----------
Gross profit...................... 15,320,143 18,173,442 21,346,590
Operating expenses:
Selling, general and
administrative..................... 18,302,226 12,032,915 17,753,775
Depreciation and amortization....... 5,802,090 513,949 160,050
------------- ----------- -----------
Total operating expenses.......... 24,104,316 12,546,864 17,913,825
------------- ----------- -----------
Operating income (loss)........... (8,784,173) 5,626,578 3,432,765
Other income (expense):
Interest income..................... 4,303,277 643,851 6,643
Interest expense.................... (2,357,413) (406,934) (139,056)
Non cash amortization of original
issue discount and debt issuance
costs.............................. (14,549,501) -- --
Other............................... (37,591) -- --
------------- ----------- -----------
Total other income (expense)...... (12,641,228) 236,917 (132,413)
------------- ----------- -----------
Income (loss) before provision for
income taxes..................... (21,425,401) 5,863,495 3,300,352
Provision (benefit) for income taxes.. (1,524,306) 5,595,998 --
------------- ----------- -----------
Net income (loss)................. (19,901,095) 267,497 3,300,352
Pro forma income tax provision (see
note 2).............................. 1,320,141
-----------
Pro forma net income.............. 1,980,211
Dividends on preferred stock.......... 2,575,000 983,333 --
------------- ----------- -----------
Net income (loss) available to
common
stockholders'..................... $(22,476,095) $ (715,836) $ 1,980,211
============= =========== ===========

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

F-14

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Years Ended December 31, 1998, 1997 and 1996

Common Stock
-----------------------------------
Class A Class B
---------------- -----------------
Number Amount Number Amount

BALANCE, December 31, 1995................. 200 $ 200 -- $ --
Issuance of common stock................. 1,415 1,415 -- --
Non-cash compensation adjustment......... -- -- -- --
Net income............................... -- -- -- --
Stockholder distribution................. -- -- -- --
------- ------- --------- -------
BALANCE, December 31, 1996................. 1,615 1,615 -- --
Corporate reorganization................. (1,615) (1,615) 8,075,000 80,750
Costs incurred for Series A Redeemable
Preferred stock offering................ -- -- -- --
Non-cash compensation adjustment......... -- -- -- --
Stock option redemption.................. -- -- -- --
Net income............................... -- -- -- --
Preferred stock dividends................ -- -- -- --
------- ------- --------- -------
BALANCE , December 31,1997................. -- -- 8,075,000 80,750
Exercise of stock options................ 775,961 7,760 -- --
Issuance of common stock as executive
compensation............................ 104,961 1,049 -- --
Non-cash compensation adjustment......... -- -- -- --
Net loss................................. -- -- -- --
Preferred stock dividends................ -- -- -- --
------- ------- --------- -------
BALANCE, December 31, 1998................. 880,922 $ 8,809 8,075,000 $80,750
======= ======= ========= =======

Additional Retained
Paid In Earnings
Capital (Deficit) Total
---------- ------------ ------------

BALANCE, December 31, 1995.............. $ -- $ 4,792,584 $ 4,792,784
Issuance of common stock.............. -- 1,415
Non-cash compensation adjustment...... -- 7,011,000 7,011,000
Net income............................ -- 3,300,352 3,300,352
Stockholder distribution.............. -- (15,003,936) (15,003,936)
-------- ------------ ------------
BALANCE, December 31, 1996.............. -- 100,000 101,615
Corporate reorganization.............. -- (79,135) --
Costs incurred for Series A Redeemable
Preferred stock offering............. -- (2,427,683) (2,427,683)
Non-cash compensation adjustment...... -- 934,419 934,419
Stock option redemption............... -- (2,236,782) (2,236,782)
Net income............................ -- 267,497 267,497
Preferred stock dividends............... -- (983,333) (983,333)
-------- ------------ ------------
BALANCE , December 31,1997.............. -- (4,425,017) (4,344,267)
Exercise of stock options............. 37,316 -- 45,076
Issuance of common stock as executive
compensation......................... 504,005 -- 505,054
Non-cash compensation adjustment...... 174,810 -- 174,810
Net loss.............................. -- (19,901,095) (19,901,095)
Preferred stock dividends............. -- (2,575,000) (2,575,000)
-------- ------------ ------------
BALANCE, December 31, 1998.............. $716,131 $(26,901,112) $(26,095,422)
======== ============ ============

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

F-15

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,
----------------------------------------
1998 1997 1996
------------- ------------ -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................ $ (19,901,095) $ 267,497 $ 3,300,352
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities-
Depreciation and amortization....... 5,921,180 562,653 160,050
Provision for doubtful accounts..... 282,463 163,416 451,349
Deferred taxes...................... 4,006,187 (2,257,462) --
Amortization of original issue
discount and debt issuance costs... 15,710,370 -- --
Non cash compensation expense....... 174,810 934,419 7,011,000
Interest on shareholder notes....... (223,462) (61,306) --
Changes in operating assets and
liabilities:
(Increase) decrease in-
Accounts receivable............... (1,863,999) 4,999,525 (10,445,316)
Prepaid and other current assets.. (4,998,412) (98,328) (539,713)
Costs and estimated earnings in
excess of Billings on uncompleted
contracts........................ (480,736) (118,235) --
Intangible assets................. (5,612,272) (2,152,866) --
Other assets...................... (357,986) (12,858) (78,770)
Increase (decrease) in-
Accounts payable.................. 12,264,937 979,474 892,851
Accrued expenses.................. 1,327,717 237,080 398,010
Accrued salaries and payroll
taxes............................ 112,119 1,338,172 90,617
Current deferred tax liability.... -- 1,621,714 --
Other liabilities................. 1,518,096 464,787 (25,442)
Other long-term liabilities....... 381,567 4,676 --
Billings in excess of costs and
estimated earnings............... (790,162) 956,688 --
------------- ------------ -----------
Total adjustments................. 27,372,417 7,561,549 (2,085,364)
------------- ------------ -----------
Net cash provided by operating
activities....................... 7,471,322 7,829,046 1,214,988
------------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Tower acquisitions and other
capital expenditures............. (138,123,784) (17,675,818) (144,942)
------------- ------------ -----------
Net cash used in investing
activities....................... (138,123,784) (17,675,818) (144,942)
------------- ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable......... 178,726,500 23,875,872 22,185,291
Repayment on notes payable.......... (21,583,054) (18,613,168) (18,763,941)
Deferred financing fee.............. (6,407,261) (787,197) --
Issuance of common stock............ 505,054 -- 1,415
Exercise of options................. 45,075 -- --
Proceeds from stockholder loans..... -- -- 11,177,157
Repayment of stockholder loans...... -- (10,665,788) (632,129)
Shareholder distribution............ -- -- (15,003,936)
Advances to stockholder............. -- (3,500,000) --
Proceeds from Series A redeemable
preferred stock offering........... -- 30,000,000 --
Stock option redemption............. -- (2,236,782) --
Costs incurred for Series A
redeemable preferred stock
offering........................... -- (2,427,683) --
------------- ------------ -----------
Net cash provided by (used in)
financing activities............. 151,286,314 15,645,254 (1,036,143)
------------- ------------ -----------
Net increase in cash and cash
equivalents...................... 20,633,852 5,798,482 33,903
CASH AND CASH EQUIVALENTS:
Beginning of year................... 6,109,418 310,936 277,033
------------- ------------ -----------
End of year......................... $ 26,743,270 $ 6,109,418 $ 310,936
============= ============ ===========

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

F-16

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the years ended December
31,
------------------------------
1998 1997 1996
---------- ---------- --------

SUPPLEMENTAL DISCLOSURE OF CASH-FLOW
INFORMATION:
Cash paid during the year for:
Interest..................................... $ 423,302 $ 193,269 $139,056
Taxes........................................ 2,378,510 6,070,423 --
NON-CASH ACTIVITIES
Liabilities assumed in acquisition of
assets...................................... -- 2,559,505 --
Dividends on preferred stock................. 2,575,000 983,333 --

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements

F-17

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

SBA Communications Corporation (the "Company") was incorporated in the State
of Florida in March, 1997. The Company holds all of the outstanding capital
stock of SBA Telecommunications, Inc. ("Telecommunications").
Telecommunications holds all of the capital stock of SBA Towers, Inc.
("Towers"), SBA, Inc. ("SBA" ), SBA Leasing, Inc. ("Leasing"), and
Communication Site Services, Inc ("CSSI").

Towers and its subsidiaries own and operate transmission towers in various
parts of the country. Space on these towers is leased primarily to wireless
communications carriers.

SBA provides comprehensive turnkey services for the telecommunications
industry in the areas of site development services for wireless carriers. Site
development services provided by SBA includes site identification and
acquisition, contract and title administration, zoning and land use permitting,
construction management and microwave relocation.

Leasing leases antenna tower sites from owners and then subleases such sites
to wireless telecommunications providers.

CSSI is engaged in the erection and repair of, and construction associated
with, transmission towers, including hanging of antennae, cabling and
associated tower components.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation
of the accompanying consolidated financial statements is as follows:

a. Basis of Consolidation

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

Prior to the formation of the Company, SBA and Leasing were 100% owned by
their founder. The 1996 financial statements reflect the combining of these two
companies rather than a consolidation.

Historical net income (loss) per share has not been presented because it
would not be meaningful.

b. Use of Accounting Estimates

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. The more significant estimates made by management include
the allowance for doubtful accounts receivable, the costs and revenues relating
to the Company's site development and construction contracts and the economic
useful lives of towers. Actual results could differ from those estimates.

c. Cash and Cash Equivalents

The Company classifies as cash and cash equivalents all interest-bearing
deposits or investments with original maturities of three months or less.

F-18

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
d. Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided using
the straight-line method over their estimated useful lives. Leasehold
improvements are amortized on a straight-line basis over the shorter of the
useful life of the improvement or the term of the lease. Maintenance and
repairs are expensed as incurred.

Interest is capitalized in connection with the construction of towers. The
capitalized interest is recorded as part of the asset to which it relates and
is amortized over the asset's estimated useful life. As the Company
significantly expanded its construction activities in 1998, $1,160,869 of
interest cost was capitalized in 1998. No interest was capitalized in 1997 or
1996.

e. Intangible Assets

Intangible assets are comprised of costs paid in excess of the fair value of
assets acquired ("Goodwill") and amounts paid related to covenants not to
compete. Goodwill is being amortized over periods which range from 7-15 years.
The covenants not to compete are being amortized over the terms of the
contracts, which range from 7 to 10 years. Accumulated amortization totaled
approximately $340,000 at December 31, 1998.

f. Impairment of Long-Lived Assets

Statement of Financial Accounting Standards No. 121 ("SFAS 121") Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of requires that long-lived assets, including certain identifiable
intangibles, and the goodwill related to those assets, be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset in question may not be recoverable. Management has
reviewed the Company's long-lived assets and has determined that there are no
events requiring impairment loss recognition.

g. Deferred Financing Fees

Financing fees have been deferred and are being amortized using the straight-
line method over the length of indebtedness to which they relate. This method
approximates the effective interest rate method.

h. Revenue Recognition

Revenue from tower leasing services is recorded on a monthly basis. Revenue
for Leasing is generated on a monthly basis from subleases entered into for
periods of time equivalent to the Company's original lease obligation. Current
lease terms range from one to five years. Revenue received in advance is
recorded in other liabilities.

Site development projects in which the Company performs consulting services
include contracts on a time and materials basis or a fixed price basis. Time
and materials based contracts are billed as the services are rendered. For
those site development contracts in which the Company performs work on a fixed
price basis, site development billing (and revenue recognition) is based on the
completion of agreed upon phases of the project on a per site basis. Upon the
completion of each phase on a per site basis, the Company recognizes the
revenue related to that phase. Revenue related to services performed on
uncompleted phases of site development projects was not recorded by the Company
at the end of the reporting periods presented as it was not material to the
Company's results of operations. Any losses on a particular phase of completion
are recognized in the period in which the loss becomes evident. Site
development projects generally take from 3 to 12 months to complete.

F-19

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Revenue from construction projects is recognized on the percentage-of-
completion method of accounting, determined by the percentage of cost incurred
to date compared to management's estimated total anticipated cost for each
contract. This method is used because management considers total cost to be the
best available measure of progress on the contracts. These amounts are based on
estimates, and the uncertainty inherent in the estimates initially is reduced
as work on the contracts nears completion. The asset "Costs and estimated
earnings in excess of billings on uncompleted contracts" represents revenues
recognized in excess of amounts billed. The liability, "Billings in excess of
costs and estimated earnings on complete contracts" represents billings in
excess of revenues recognized.

Costs of site development project revenue and construction revenue include
all direct material costs, salaries and labor costs, including payroll taxes,
subcontract labor, vehicle expense and other costs directly related to the
projects. All costs related to site development projects and construction
projects are recognized as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined to be probable.

i. Income Taxes

Effective January 1, 1997, the Company converted to a C Corporation under
Subchapter C of the Internal Revenue Code of 1986, as amended. The pro-forma
provision for income taxes for the year ended December 31, 1996 represents a
pro-forma calculation (40%) as if the Company was a C Corporation.

Effective January 1, 1997, the Company began accounting for income taxes in
accordance with the provisions of Statement of Financial Accounting Standards
No., 109 Accounting for Income Taxes ("SFAS No. 109"). SFAS No. 109 requires
the Company to recognize deferred tax liabilities and assets for the expected
future income tax consequences of events that have been recognized in the
Company's consolidated financial statements. Deferred tax liabilities and
assets are determined based on the temporary differences between the
consolidated financial statements carrying amounts and the tax bases of assets
and liabilities, using enacted tax rates in the years in which the temporary
differences are expected to reverse.

j. Selling, General and Administrative Expenses

Selling, general and administrative costs represents those costs incurred
which are related to the administration or management of the Company. Also
included in this category are corporate development expenses which represent
costs incurred in connection with acquisitions, construction activities and
expansion of the customer base. These expenses consist of compensation and
overhead costs that are not directly related to the administration or
management of existing towers. The above costs are expensed as incurred.

k. Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, prepaid
expenses, notes receivable, accounts payable, accrued expenses and notes
payable, approximates fair value. The market value and carrying value of the
Senior Discount Notes Payable is $156.0 million and $165.6 million at December
31, 1998, respectively.

l. Reclassifications

Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform to the 1998 presentation.

F-20

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
3. CURRENT ACCOUNTING PRONOUNCEMENTS

Comprehensive Income

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. This statement requires that an
enterprise classify items of other comprehensive income separately from
accumulated deficit and additional paid-in capital in the equity section of the
balance sheets. Comprehensive income is defined as the change in equity during
the financial reporting period of a business enterprise resulting from non-
owner sources. During the year ended December 31, 1998, 1997, and 1996, the
Company did not have any changes in its equity resulting from such non-owner
sources and accordingly, comprehensive income as set forth by SFAS No. 130 was
equal to the net loss amounts presented for the respective periods in the
accompanying Consolidated Statements of Operations.

Segment Reporting

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" which is required to be adopted in fiscal
1998. SFAS No. 131 requires the Company to report financial and other
descriptive information about its reportable operating segments. Required
disclosures include, among other things, a measure of segment profit or loss,
certain specific revenue and expense items, and segment assets. The Company has
implemented SFAS No. 131 during 1998.

Derivative Instruments and Hedging Activities

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities. "This statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 will require that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. SFAS
No. 133 is effective for fiscal years beginning after June 15, 1999. Management
believes the impact of adopting this statement will not have a material impact
upon the Company's results of operations or financial position.

4. ACQUISITIONS

On September 18, 1997, the Company consummated the acquisition of CSSI and
certain related tower assets of Segars Communications Group, Inc. ("SCGI," and
together with the acquisition of CSSI, the "CSSI Acquisition"). The CSSI
Acquisition provided the Company with 21 towers in Florida and Georgia in
varying stages of construction, together with a number of parcels of leased
real estate on which towers may be constructed in the future, and gave the
Company the in-house capability to construct towers in the southeastern United
States. The Company paid $7 million at closing and an additional $2.6 million
as a contingent payment to the sellers, which was based on certain tenant
leasing goals being realized. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the excess of the purchase price
over the estimated fair value of the net assets acquired, or approximately $2.1
million, was recorded as goodwill which is being amortized on a straight-line
basis over a period of 15 years. CSSI's results of operations have been
included in the Company's consolidated financial statements from the date of
acquisition. Additionally, in 1997, the Company acquired 30 towers in five
separate transactions for an aggregate initial investment of $5.9 million.
These acquisitions were paid for in cash.

During 1998, the Company completed 39 acquisitions consisting of 135 towers
and related assets from various sellers, all of which were individually
insignificant to the Company. The aggregate purchase price for these
acquisitions for the year ended December 31, 1998 was $55.3 million, which was
paid from cash on hand.

F-21

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company accounted for the above acquisitions using the purchase method of
accounting. The results of operations of the acquired assets are included with
those of the Company from the dates of the respective acquisitions. The pro-
forma results of operations listed below reflect purchase accounting and pro-
forma adjustments as if the transactions occurred as of the beginning of the
period presented.

The unaudited pro-forma results have been prepared for comparative purposes
only and include certain adjustments, such as additional amortization expense
as a result of goodwill and pro-forma provision for income taxes for the period
in which CSSI was an S Corporation under Subchapter S of the Internal Revenue
Code. The pro-forma results do not purport to be indicative of results that
would have occurred had the combination been in effect for the periods
presented, nor do they purport to be indicative of the results that will be
obtained in the future.

For the year ended December 31,
---------------------------------
1998 1997
---------------- ---------------

Unaudited Pro Forma Revenues.......... $ 61,754,775 $ 65,679,788
================ ===============
Unaudited Pro Forma Net Income
(loss)............................... $ (19,768,191) $ 775,002
================ ===============

5. CONCENTRATION OF CREDIT RISK

The Company's credit risks consist of accounts receivable in the
telecommunications industry. The Company performs periodic credit evaluations
of its customers' financial condition and provides allowances for doubtful
accounts as required. Following is a list of significant customers and the
percentage of total revenue derived from such customers:

For the years ended December 31,
--------------------------------
1998 1997 1996
---------- ---------- ----------
(% of Revenue)

Sprint................................... 34.0 47.0 50.4
Bell South............................... 19.3 6.6 .4
Pacific Bell Mobile Systems.............. 10.7 12.3 18.8
Nextel................................... 8.8 7.8 --
Page Net................................. 7.0 7.6 9.0
AT&T Wireless............................ 2.7 5.3 11.6

6. PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

Estimated
Useful Lives December 31,
------------ -------------------------
1998 1997
(years) ------------ -----------

Land................................... $ 5,307,754 $ 414,770
Towers................................. 25 141,755,358 13,525,482
Buildings and improvements............. 5 -- 26 506,120 107,931
Vehicles 2 -- 5 442,496 358,569
Furniture and equipment................ 2 -- 7 1,708,132 1,299,341
Construction in process................ 7,736,769 2,840,593
------------ -----------
157,456,629 18,546,686
Less: Depreciation and Amortization.... (6,510,149) (717,624)
------------ -----------
Property and equipment, net............ $150,946,480 $17,829,062
============ ===========

F-22

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Construction in process represents costs incurred related to towers which are
under development and will be used in the Company's operations.

7. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the
following:

December 31,
----------------------
1998 1997
---------- ----------

Costs incurred on uncompleted contracts.......... $4,633,768 $ 862,660
Estimated earnings............................... 1,357,134 280,438
Billings to date................................. (5,558,457) (1,981,551)
---------- ----------
$ 432,445 $ (838,453)
========== ==========

This amount is included in the accompanying balance sheet under the following
captions:

December 31,
---------------------
1998 1997
--------- ----------

Costs and estimated earnings in excess of
billing........................................ $ 598,971 $ 118,235
Billings in excess of costs and estimated
earning........................................ (166,526) (956,688)
--------- ----------
$ 432,445 $(838,453)
========= ==========

8. CURRENT AND LONG TERM DEBT

Current and long term debt consists of the following:

December 31,
-------------------------
1998 1997
------------ -----------

Bank Credit Agreement, interest at variable
rates (6.9125% to 7.75% at December 31,
1998) quarterly installments, based on
reduced availability, beginning March 31,
2001, maturing on June 29, 2005............ $ 17,001,000 $ 8,800,000
Installment note payable, interest at 6%.... -- 1,384,054
Senior 12% discount notes, net of
unamortized original issue discount of
$118,763,500, unsecured, cash interest
payable semi-annually in arrears beginning
March 1, 2003, balloon principal payment of
$269,000,000 due at maturity on March 1,
2008....................................... 165,572,133 --
------------ -----------
182,573,133 10,184,054
Less current maturities of debt............. (17,001,000) (10,184,054)
------------ -----------
Long-term debt.............................. $165,572,133 $ --
============ ===========

Bank Credit Agreement

On August 8, 1997, the Company entered into a credit agreement with a
syndicate of banks (the "Credit Agreement"). The original Credit Agreement
consisted of a secured revolving line of credit in the amount of

F-23

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
$10,000,000 and term debt in an amount up to $65,000,000. Under this Agreement
funds were generally borrowed at the EURO rate at the time of borrowing plus
1.25%.

On June 29, 1998, the Company amended and restated the Credit Agreement. The
amended Credit Agreement provides for revolving credit loans of $55,000,000.
Availability was limited based on a minimum number of owned, leased or managed
towers and at all times by certain financial conditions and covenants and
ratios, and other conditions. The Credit Agreement matures on June 29, 2005.
The borrowings under the Credit Agreement will bear interest at the EURO rate
plus a margin ranging from 1.0% to 3.25% (determined based on a leverage ratio)
or an "alternate base rate" as defined by the lender. The term facility
provided $50,000,000 availability to the Company to be used to secure letters
of credit. As of December 31, 1998, there were no outstanding letters of
credit.

The Credit Agreement is secured by substantially all of the Company's tower
assets and assignment of tower leases, requires the Company to maintain certain
financial covenants and places restrictions on the Company's ability to, among
other things, incur debt and liens, dispose of assets, undertake transactions
with affiliates and make investments.

This credit agreement was replaced by a new credit facility in February, 1999
(See Note 16).

Senior Discount Notes Payable

On March 2, 1998, the Company closed on $269,000,000 12% Senior Discount
Notes (the "Notes") due March 1, 2008. The issuance of the Notes netted
approximately $150,200,000 in proceeds to the Company. The Notes will accrete
in value until March 1, 2003 at which time they will have an aggregate
principal amount of $269,000,000. Thereafter, interest will accrue on the Notes
and will be payable semi-annually in arrears on March 1 and September 1,
commencing September 1, 2003. Proceeds from the Notes are being used to acquire
and construct telecommunications towers as well as for general working capital
purposes.

After the issuance of the Notes, the Company became highly leveraged which
could have important consequences to holders of the Notes and common and
preferred stockholders of the Company, including, but not limited to: (i)
making it more difficult for the Company to satisfy its obligations with
respect to the Notes, (ii) increasing the Company's vulnerability to general
adverse economic and industry conditions, (iii) limiting the Company's ability
to obtain additional financing to fund its growth strategy, future working
capital, capital expenditures and other general corporate requirements, (iv)
requiring the dedication of a substantial portion of the Company's cash flow
from operations to the payment of principal of, and interest on, its
indebtedness, thereby reducing the availability of such cash flow to fund its
growth strategy, working capital, capital expenditures or other general
corporate purposes, (v) limiting the Company's flexibility in planning for, or
reacting to, changes in its business and the industry, and (vi) placing the
Company at a competitive disadvantage vis-a-vis less leveraged competitors. In
addition, the degree to which the Company is leveraged could prevent it from
repurchasing any Notes tendered to it upon the occurrence of a change of
control.

There can be no assurance that the Company will generate sufficient cash flow
from operations in the future, that anticipated revenue growth will be realized
or that future borrowings or equity contributions will be available in amounts
sufficient to service its indebtedness and make anticipated capital
expenditures. In addition, there can be no assurance that the Company will be
able to effect any required refinancing of its indebtedness (including the
Notes) on commercially reasonable terms or at all.

The Notes and Credit Agreement contain numerous restrictive covenants,
including but not limited to covenants that restrict the Company's ability to
incur indebtedness, pay dividends, create liens, sell assets and engage in
certain mergers and acquisitions. The ability of the Company to comply with the
covenants and other

F-24

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
terms of the Notes and to satisfy its respective debt obligations will depend
on the future operating performance of the Company. In the event the Company
fails to comply with the various covenants contained in the Notes it would be
in default thereunder, and in any such case, the maturity of substantially all
of its long-term indebtedness could be accelerated.

9. NOTE RECEIVABLE--STOCKHOLDER

The amount due from stockholder as of December 31, 1998 and 1997, represents
a loan made to one of the stockholders plus accrued interest. The loan was in
the amount of $3.5 million and bears interest at a rate of 5.83%. This loan
matures at the earlier of three years or upon consummation of an initial public
offering of the Company. This loan is secured by 823,530 shares of Class B
Common Stock of the Company owned by the stockholder.

10. REDEEMABLE PREFERRED STOCK

In 1997, the Company sold 8,050,000 shares of 4% Series A Preferred Stock,
convertible into one share of the Company's Class A Common Stock and one share
of the Company's 4% Series B Redeemable Preferred Stock, to a syndicate of
institutional investors (the "Private Investors"). The Series A Preferred Stock
has a conversion price of $3.73 and net proceeds received by the Company from
the sale of the shares was approximately $27,600,000 (net of approximately
$2,400,000 of issuance costs charged to retained earnings).

The Series A Preferred Stock has the following rights and preferences:

Each holder of Series A Preferred Stock has the right to convert his or her
shares at any time into one share of Class A Common Stock, subject to certain
antidilution protection provisions, and one share of Series B Preferred Stock.

The Series A Preferred Stock will automatically convert into Class A Common
Stock and Series B Preferred Stock upon the earlier of (i) completion by the
Company of a public offering raising gross proceeds of at least $20,000,000 at
an offering price per share greater than or equal to 150% of then applicable
conversion price of the Series A Preferred Stock if such public offering occurs
before June 30, 1998 or at a price per share greater than or equal to 200% of
the then applicable conversion price of the Series A Preferred Stock if such
public offering occurs after June 30, 1998 or (ii) the written consent of the
holders of at least 66 2/3% of the Series A Preferred Stock then outstanding.

The holders of outstanding shares of Series A Preferred Stock are entitled,
in preference to the holders of any and all other classes of capital stock of
the Company (other than the Series B Preferred Stock, which will rank equally
with the Series A Preferred Stock as to dividends), to receive, out of funds
legally available therefore, cumulative dividends on the Series A Preferred
Stock in cash, at a rate per annum of 4% of the Series A Base Liquidation
Amount subject to pro-ration for partial years. The Series Base Liquidation
Amount equals the sum of $3.73 and any accumulated and unpaid dividends on the
Series A Preferred Stock. Accrued but unpaid dividends on the Series A
Preferred Stock will be payable upon conversion of the Series A Preferred Stock
into Class A Common Stock and Series B Preferred Stock. At December 31, 1998,
such accrued and unpaid dividends amounted to $3,558,333. At March 7, 2002, the
dividend rate of the Series A Preferred Stock will increase to 8% of the Series
A Base Liquidation Amount per annum. On March 7, 2003, the dividend rate on the
Series A Preferred Stock will increase to 14% per year. On March 7, 2002, the
Company will, to the extent it may do so under applicable law, redeem all of
the outstanding shares of Series A Preferred Stock over a two year period, one
half in each year, at an aggregate price equal to the Series A Base Liquidation
Amount. The Company accretes for preferred stock dividends on the effective
interest rate method over the period from issuance to scheduled redemption.

F-25

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In the event of any liquidation or winding up of the Company, including a
merger, sale of all of its outstanding shares of capital stock, consolidation
or sale of all or substantially all of the assets of the Company, each holder
of outstanding Shares of Series B Preferred Stock will be entitled to receive
before any amount shall be paid or distributed to the holders of the Common
Stock, an amount in cash equal to the sum of $3.73 per share plus any
accumulated but unpaid dividends to which such holder is entitled.

The holders of Series A Preferred Stock have ten votes for each share until
converted to Class A Common Stock and Series B Preferred Stock and votes with
holders of shares of Class A Common Stock and Class B Common Stock as a single
voting group on all matters brought before the shareholders, except as
otherwise required by law and other restrictive covenants. The Series B
Preferred Stock does not have voting rights.

The holders of the shares of Series A Preferred Stock are entitled to
participate on a pro rata basis in certain issuances of equity securities by
the Company.

The Series B Preferred Stock generally has the same rights and preferences as
the Series A Preferred Stock plus the following rights and preferences:

Upon a qualified public offering, the Company will redeem all of the
outstanding shares of Series B Preferred Stock at an aggregate price equal to
the Series B Base Liquidation Amount.

The Company's Articles of Incorporation also provide for the issuance of
Series C Preferred Stock and Series D Preferred Stock. The terms of the Series
C Preferred Stock are substantially similar to the terms of the Series A
Preferred Stock other than the Series C Base Liquidation Amount, which is
currently $4.472 per share. The terms of the Series D Preferred Stock is
substantially similar to the terms of the Series B Preferred Stock other than
the Series D Liquidation Amount, which is $4.472. Management at this time does
not expect to issue any shares of Series C Preferred Stock or Series D
Preferred Stock.

11. INCOME TAXES

The provision for income taxes in the consolidated statements of operations
consists of the following components:

For the Years Ended December 31
---------------------------------
1998 1997
---------------- ---------------

Federal income taxes
Current............................... $ (1,663,653) $ 5,033,333
Deferred.............................. (123,429) (556,280)
---------------- --------------
$(1,787,082) $ 4,477,053
================ ==============
State income taxes
Current............................... $ 280,408 $ 1,198,413
Deferred.............................. (17,632) (79,468)
---------------- --------------
$ 262,776 $ 1,118,945
---------------- --------------
Total................................... $ (1,524,306) $ 5,595,998
================ ==============

F-26

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A reconciliation of the statutory U.S. Federal tax rate (34%) and the
effective income tax rate is as follows:

For the Years Ended December 31
---------------------------------
1998 1997
---------------- ---------------

Federal income tax (benefit)......... $ (7,284,636) $ 1,993,588
State income tax..................... (784,569) 224,311
Corporate reorganization............. -- 3,248,649
Other................................ 221,704 129,450
Valuation allowance.................. 6,323,195 --
---------------- ---------------
$(1,524,306) $ 5,595,998
================ ===============

The components of the net deferred income tax asset (liability) accounts are
as follows:

As of December 31
---------------------------------
1998 1997
---------------- ---------------

Cash to accrual Section 481(a)
adjustment.......................... $ -- $ (2,087,966)
Allowance for doubtful accounts...... 174,668 203,307
Deferred revenue..................... 340,464 127,723
Other................................ 120,201 135,222
Valuation allowance.................. (635,333) --
---------------- ---------------
Current deferred tax liabilities..... $ -- $ (1,621,714)
================ ===============
Original issue discount.............. $ 5,552,286 $ --
Employee stock compensation.......... 1,864,841 2,278,161
Book vs. tax depreciation............ (5,193,422) (154,143)
Other................................ 93,718 133,444
Valuation allowance.................. (5,687,862) --
---------------- ---------------
Non-current deferred tax assets
(liabilities)....................... $ (3,370,439) $ 2,257,462
================ ===============

In connection with the acquisition of certain towers during 1998, the Company
recorded deferred tax liabilities and goodwill of $4.2 million related to the
book/tax basis differences in the acquired towers.

The Company has recorded a valuation allowance for deferred tax assets as
management believes that it is not "more likely than not" that the Company will
be able to generate sufficient taxable income in future periods to recognize
the assets.

F-27

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
12. COMMITMENTS AND CONTINGENCIES

a. Operating Leases

The Company is obligated under several non-cancelable operating leases for
office space, vehicles and equipment, and site leases that expire at various
times through June, 2044. The annual minimum lease payments under non-
cancelable operating leases as of December 31, 1998 are as follow:

1999............................................................. $ 7,497,510
2000............................................................. 5,625,577
2001............................................................. 4,626,198
2002............................................................. 3,557,578
2003............................................................. 2,321,144
Thereafter....................................................... 4,951,829
-----------
Total............................................................ $28,579,836
===========

Principally, all of the leases provide for renewal at varying escalations.
Leases providing for fixed rate escalations have been reflected above.

Rent expense for operating leases was $10,834,234, $6,134,045, and $5,417,233
for the years ended December 31, 1998, 1997 and 1996, respectively.

b. Tenant Leases

The annual minimum tower space income to be received for tower space and
antenna rental under non-cancelable operating leases as of December 31, 1998
are as follows:

1999............................................................. $13,352,986
2000............................................................. 11,034,692
2001............................................................. 9,336,839
2002............................................................. 7,301,439
2003............................................................. 4,154,998
Thereafter....................................................... 2,767,701
-----------
Total............................................................ $47,948,655
===========

Principally, all of the leases provide for renewal at varying escalations.
Leases providing for fixed rate escalations have been reflected above.

c. Employment Agreements

The Company currently has employment contracts with the Chief Operating
Officer, the Chief Accounting Officer, the Chief Financial Officer, and the
Executive Vice President--Sales and Marketing. These employment contracts are
for a three year period and provide for minimum annual compensation of
$1,025,000. Additionally, these contracts provide for incentive bonuses of
annual amounts up to $1,025,000.

d. Litigation

F-28

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
presently determine the ultimate costs that may be incurred, management
believes the resolution of such uncertainties and the incurrence of such costs
should not have a material adverse effect on the Company's consolidated
financial position or results of operations.

13. HEALTH AND RETIREMENT PLANS

The Company has a defined contribution profit sharing plan under Section 401
(k) of the Internal Revenue Code that provides for voluntary employee
contributions of 1% to 14% of compensation for substantially all employees. The
Company makes a matching contribution of 50% of an employee's first $2,000 of
contributions. Company contributions and other expenses associated with the
plan were $123,981, $126,101, and $98,052 for the years ended December 31,
1998, 1997, and 1996 respectively.

14. STOCK OPTIONS AND WARRANTS

As of December 31, 1996, certain of the Company's senior executives
terminated existing employment, incentive and option agreements in exchange for
new employment agreements and, immediately exercisable options to purchase
1,425,000 shares of Class A Common Stock. All of the options are exercisable at
$.05 per share. The Company accounted for the grant of options in accordance
with APB No. 25 and, accordingly, recognized a nonrecurring compensation
expense of $7,011,000 in 1996 as a result of the grant of the options. The
expense represents the difference between the exercise price of the options and
the estimated fair value of the underlying common stock. During March 1997,
immediately following the consummation of the Series A Preferred Stock
offering, options to purchase 264,708 shares of Class A Common Stock were
redeemed by the Company for $8.50 per share. Accordingly, the Company
recognized compensation expense totaling $934,419 which represented the
difference between the redemption value and the fair value of the common stock
at the date of grant.

The Company also has a stock option plan whereby options (both Non-qualified
and Incentive Stock Options), stock appreciation rights and restricted stock
may be granted to directors, key employees and consultants. A total of
1,800,000 shares of Class A Common Stock are reserved for issuance under this
plan. These options generally vest over three-year periods from the date of
grant. The Company accounts for this plan under APB Opinion No. 25, under which
compensation cost is not recognized on those issuances where the exercise price
exceeds the market price of the underlying stock on the grant date.

In connection with the issuance of the redeemable preferred stock the Company
issued a five year warrant enabling the holder to purchase up to 402,500 shares
of Class A Common stock with an exercise price of $3.73 per share. Accordingly,
402,500 shares of Class A Common stock are reserved. The fair value of the
warrants at issuance was not material.

During 1998, 208,419 options to purchase Class A Common Stock were issued at
exercise prices which the Company believed were at below market value.
Accordingly, the Company recorded compensation expense in the amount of
$174,810. Additional compensation related to these options of approximately
$278,518 will be recorded by the Company over the remaining vesting period of
the options. Also during 1998, the Company granted 104,961 shares of Class A
Common Stock to two executives and recorded non-cash compensation expense of
$505,167 which represents the fair value of the shares on the date of grant.

As required by FASB Statement No. 123 ("FASB 123"), for those options which
the Company granted at or above fair market value, the Company has determined
the pro-forma effect of the options granted had the Company accounted for stock
options granted under the fair value method of FASB 123. The Black-Scholes
option pricing model was used with the following assumptions for 1998 and 1997;
risk free interest rate of

F-29

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
12%, dividend yield of 0%; expected volatility of .001% and expected lives of 3
years. Had compensation cost for the stock option plan been determined based on
fair value at the date of grant in accordance with FASB 123, the Company's pro-
forma net income (loss) would have totaled $(20,156,126) and $162,111 for the
years ended December 31, 1998 and 1997, respectively. The effect of applying
FASB 123 in this pro-forma disclosure are not necessarily indicative of future
results.

A summary of the status of the Company's stock option plans including their
weighted average exercise price is as follows:

1998 1997 1996
---------------- ---------------- ----------------
Shares Price Shares Price Shares Price
--------- ----- --------- ----- ---------- -----

Outstanding at beginning of
year...................... 1,797,292 $0.96 1,425,000 $0.05 -- $ --
Granted.................... 799,019 2.81 810,500 2.63 1,425,000 0.05
Exercised/redeemed......... (775,961) 0.05 (264,708) 0.05 -- --
Forfeited/canceled......... (160,334) 2.63 (173,500) 2.63 -- --
--------- ----- --------- ----- ---------- -----
Outstanding at end of
year...................... 1,660,016 $2.12 1,797,292 $0.96 $1,425,000 $0.05
========= ===== ========= ===== ========== =====
Options exercisable at end
of year................... 723,883 $1.45 1,193,625 $ .12 $1,425,000 $0.05
========= ===== ========= ===== ========== =====
Weighted average fair value
of options granted during
the year.................. $1.81 $ .96 $0.05
===== ===== =====

Option groups outstanding at December 31, 1998 and related weighted average
exercise price and life information are as follows:

Wtd. Avg Remaining
Exercise Price Outstanding Contractual Life (Years) Exercisable
-------------- ----------- ----------------------- -----------

$ .05 386,764 8.2 386,764
$2.63 1,167,533 9 231,400
$4.00 105,719 10 105,719
--------- -------
1,660,016 723,883
========= =======

F-30

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

15. SEGMENT DATA

For the Years Ended December 31
------------------------------------
1998 1997 1996
------------ ----------- -----------

Revenue:
Site development--consulting............. $ 27,448,910 $47,032,197 $60,276,160
Site development--construction........... 19,255,731 1,208,246 --
Site leasing............................. 12,396,268 6,759,362 4,530,152
------------ ----------- -----------
$59,100,909 $54,999,805 $64,806,312
============ =========== ===========
Gross profit:
Site development--consulting............. $ 5,552,140 $16,386,901 $20,454,571
Site development--construction........... 4,652,521 383,339 --
Site leasing............................. 5,115,482 1,403,202 892,019
------------ ----------- -----------
$15,320,143 $18,173,442 $21,346,590
============ =========== ===========
Assets:
Site development--consulting............. $ 14,516,752 $15,847,931 $17,423,131
Site development--construction........... 9,690,197 6,488,626 --
Site leasing............................. 173,075,271 12,891,213 637,315
Assets not identified by segment......... 17,291,106 9,569,634 --
------------ ----------- -----------
$214,573,326 $44,797,404 $18,060,446
============ =========== ===========
Capital expenditures:
Site development--consulting............. $ 21,565 $ 58,474 $ 39,058
Site development--construction........... 119,285 63,863 --
Site leasing............................. 137,274,109 16,425,061 --
Assets not identified by segment......... 708,825 328,420 105,884
------------ ----------- -----------
$138,123,784 $17,675,818 $ 144,942
============ =========== ===========

16. SUBSEQUENT EVENTS

On February 5, 1999 the Company, through its subsidiary, Telecommunications,
entered into a new senior credit facility (the "New Facility") with a syndicate
of lenders which replaced and superceded in its entirety the Credit Agreement
described in Note 8. The New Facility consists of a $25 million term, loan,
which was fully funded at closing, and a $100 million revolving line of credit,
on which the Company has the option to increase to $150 million under certain
conditions. The New Facility also provides for letter of credit availability.
Availability under the New Facility is determined by a number of factors,
including number of towers built by the Company with anchor tenants on the date
of completion, the financial performance of the Company's towers, site
development and construction segments, as well as by other financial covenants,
financial ratios and other conditions. The New Facility matures December 31,
2004 and amortization pursuant

F-31

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
to a schedule and reduced availability begins March 31, 2001. Borrowings under
the New Facility will bear interest at the EURO rate plus a margin ranging from
2.25% to 3.50% (determined by a leverage ratio) or "base rate" (as defined in
the New Facility) plus a margin ranging from 1.25% to 2.50% (determined by a
leverage rate). The New Facility is secured by substantially all of the assets
of Telecommunications and its direct and indirect subsidiaries, requires
Telecommunications to maintain certain financial covenants, and places
restrictions on, among other things, the incurrence of debt and liens,
dispositions of assets, transactions with affiliates and certain investments.
In connection with the termination of the previous Credit Agreement during the
first quarter of 1999, the Company recorded an extraordinary charge of
approximately $950,000 representing the write-off of previously capitalized
deferred financing fees related to the previous Credit Agreement . On March 8,
1999, after receiving the requisite consents from the holders of the Notes, the
Company amended the indenture governing the Notes to increase one of the
categories of permitted indebtedness from $125 million to $175 million.
Simultaneously, Telecommunications exercised its option to increase the
revolving line of credit portion of the New Facility from $100 million to $150
million.

F-32

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic financial
statements. The schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen llp

West Palm Beach, Florida,
March 11, 1999.

F-33

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

Additions
Balance at Charged to Deduction
Beginning of Costs and From Balance at
Period Expenses Reserves End of Period
------------ ---------- --------- -------------

Allowance for Doubtful
Accounts:
December 31, 1996............ $ 572,751 $451,349 $ -- $1,024,100
December 31, 1997............ $1,024,100 $163,416 $679,248 $ 508,268
December 31, 1998............ $ 508,268 $282,463 $354,060 $ 436,671

F-34

Report of Independent Certified Public Accountants

To SBA Communications Corporation:

We have audited the accompanying statements of operations and retained
earnings and cash flows of Caddo Tower Company, Inc. (a Florida corporation)
for the fiscal year ended July 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects the results of operations and cash flows of Caddo Tower
Company, Inc., for the fiscal year ended July 31, 1998, in conformity with
generally accepted accounting principles.

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
March 26, 1999

F-35

CADDO TOWER COMPANY, INC.

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

For the Year Ended July 31, 1998

Revenues............................................................. $ 406,193
Operating expenses (exclusive of depreciation shown below)........... 112,593
---------
Gross margin....................................................... 293,600
Expenses:
General and administrative......................................... 229,012
Depreciation....................................................... 24,799
---------
Total expenses................................................... 253,811
Income from continuing operations before income taxes................ 39,789
Provision for income taxes........................................... 7,958
---------
Income from continuing operations.................................... 31,831
Loss from discontinued operations net of taxes of $971............... (3,884)
---------
Net income........................................................... 27,947
---------
Retained earnings at July 31, 1997................................... 497,682
Distribution to shareholders......................................... (148,700)
---------
Retained earnings at July 31, 1998................................... $ 376,929
=========

The accompanying notes to financial statements are an integral part of this
financial statement.

F-36

CADDO TOWER COMPANY, INC.

STATEMENT OF CASH FLOWS

For the Year Ended July 31, 1998

Operating activities:
Net income.......................................................... $ 27,947
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization..................................... 24,799
Deferred income taxes............................................. 564
Changes in assets and liabilities:
Increase in accounts receivable................................... (16,507)
Increase in prepaid income taxes.................................. (3,146)
--------
Net cash provided by operating activities....................... 33,657
Investing activities:
Purchase of equipment............................................. (58,296)
--------
Net cash used in investing activities........................... (58,296)
Financing activities:
Borrowings from stockholder....................................... 50,000
--------
Net cash provided by financing activities....................... 50,000
Net increase in cash and cash equivalents............................. 25,361
Cash and cash equivalents at beginning of year........................ (6,479)
--------
Cash and cash equivalents at end of year.............................. $ 18,882
========

The accompanying notes to financial statements are an integral part of this
financial statement.

F-37

CADDO TOWER COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

For the Year Ended July 31, 1998

1. Nature of Business and Basis of Presentation

Nature of Business

On October 8, 1998, SBA Towers, Inc. ("SBA") acquired all of the outstanding
stock of Caddo Tower Company, Inc. ("Caddo" or "the Company")--see Note 5.
Caddo owns telecommunications towers and leases space on these towers to
customers in the wireless communications industries in Louisiana. The Company
also has operations in the commercial real estate business in Shreveport,
Louisiana.

Basis of Presentation

The accompanying statements of operations and retained earnings, and cash
flows of Caddo have been prepared in accordance with generally accepted
accounting principles. Certain of the Company's activities have been treated as
discontinued operations and are presented as such in the accompanying statement
of operations and retained earnings. See Note 4.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Property and Equipment

Caddo owns fixed assets used in the tower and commercial real estate
businesses. All assets are recorded at cost. Tower assets consist of towers,
portable buildings and related attachments which are depreciated using the
straight-line method over the estimated useful life of the assets of 15 years.
Improvements, renewals and extraordinary repairs which increase the value or
extend the life of the asset are capitalized. Repairs and maintenance costs are
expensed as incurred.

Impairment of Long-lived Assets

The Company evaluates the recoverability of its long-lived assets whenever
the adverse events or changes in business climate indicate that the expected
undiscounted cash flows from the related asset may be less than previously
anticipated. If the net book value of the related asset exceeds the
undiscounted future cash flows of the asset, the carrying amount would be
reduced to the present value of its expected future cash flows and an
impairment loss would be recognized. As of July 31, 1998, the Company does not
believe that an impairment is necessary.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the
related lease agreements. Revenue is recorded in the month in which it is due.

F-38

CADDO TOWER COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

For the Year Ended July 31, 1998

Income Taxes

The Company accounts for income taxes using the liability method as required
by Statement on Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes." The significant difference between the tax bases of assets
and liabilities and the bases used for financial accounting and reporting is
due to differences in the methods used to compute depreciation expense.

The effective tax rate approximates the statutory federal and state rates on
a historical basis as only immaterial permanent differences exist for the
Company.

3. Tenant Leases and Commitments

The following is a schedule of total future minimum rentals to be received
from tower space under non-cancelable lease agreements as of July 31, 1998:

Year ended July 31,
-------------------

1999................................................................ $210,989
2000................................................................ 148,726
2001................................................................ 62,631
2002................................................................ 25,205
2003................................................................ 3,268
--------
$450,819
========

In addition, the Company made payments of approximately $38,000 during the
current fiscal year under lease commitments.

4. Discontinued Operations

Subsequent to July 31, 1998, but prior to October 8, 1998, the Company
transferred all of its assets and liabilities related to the commercial real
estate business to a newly created company that was not sold to SBA. The newly-
created company is owned by the same owners of Caddo Tower Company, Inc.

The results of the non-tower operations for the fiscal year ended July 31,
1998, have thus been treated as discontinued operations in the accompanying
statement of operations and retained earnings for the fiscal year ended July
31, 1998. Revenues and expenses of the discontinued operations for the fiscal
year ended July 31, 1998, were $72,850 and $77,705, respectively.

5. Subsequent Event

On October 8, 1998, SBA acquired all of the outstanding common stock of the
Company for approximately $4,925,000. In anticipation of this sale but
subsequent to July 31, 1998, the Company transferred all of its non-tower
assets and liabilities to another company created to receive these non-tower
assets and liabilities. See Note 4.

F-39

Report of Independent Certified Public Accountants

To SBA Communications Corporation:

We have audited the accompanying statements of operations and retained
earnings and cash flows of the tower assets acquired from PrimeCo Personal
Communications L.P. (see Note 1) for the year ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of the tower
assets acquired from PrimeCo Personal Communications L.P., for the year ended
December 31, 1997 in conformity with generally accepted accounting principles.

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
March 24, 1999

F-40

PRIMECO TOWER OPERATIONS
(A carve-out entity of PrimeCo Personal Communications, L.P.)

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

For the Year Ended December 31, 1997

Revenues.......................................................... $ --
Tower operating expenses.......................................... 20,157
--------
Net loss........................................................ (20,157)
Retained earnings at December 31, 1996.......................... --
--------
Retained earnings at December 31, 1997.......................... $(20,157)
========

The accompanying Notes to Financial Statements are an integral part of this
financial statements.

F-41

PRIMECO TOWER OPERATIONS
(A carve-out entity of PrimeCo Personal Communications, L.P.)

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 1997

Cash flows from operating activities:
Net loss........................................................ $(20,157)
--------
Net cash used in operating activities........................... (20,157)
Cash flows from investing activities:
Capital expenditures............................................ (783,082)
--------
Net cash used in investing activities........................... (783,082)
Cash flows from financing activities:
Financing provided by Parent.................................... 803,239
--------
Net cash provided by financing activities....................... 803,239
Net increase in cash............................................ --
--------
Cash at December 31, 1996....................................... --
--------
Cash at December 31, 1997....................................... $ --
========

The accompanying Notes to Financial Statements are an integral part of this
financial statements

F-42

PRIMECO TOWER OPERATIONS
(A carve-out entity of PrimeCo Personal Communications, L.P.)

NOTES TO FINANCIAL STATEMENTS

1. Natures of Business and Basis of Presentation

Nature of Business

On April 15, 1998 SBA Towers, Inc. acquired certain of the assets and
business operations of PrimeCo Personal Communications, L.P. (the "Parent").
See Note 5. Collectively, the acquired assets and related operations are
referred to hereafter as PrimeCo-Wisconsin. PrimeCo-Wisconsin owns
telecommunications towers and leases space on these towers to customers in the
wireless communications industries in Wisconsin.

Basis of Presentation

PrimeCo-Wisconsin is not a separate subsidiary, division or segment of the
Parent. The accompanying statement of operations and cash flows have been
derived from the accounting records of the Parent and have been prepared to
present the result of operations and cash flows on a stand-alone basis. All
revenues and expenses specifically identifiable to tower ownership are
included.

PrimeCo-Wisconsin began construction on the eight towers, subsequently sold
to SBA Towers, Inc. (see Note 5), in the latter half of 1997. As of December
31, 1997, construction on all eight towers was still in progress. As such, no
revenue had been earned, nor did the Parent record any depreciation expense or
allocate any general and administrative expenses to these towers.

All costs incurred and presented in the accompanying financial statements
represent direct costs incurred by the tower operations. It is the Parent's
policy not to allocate overhead or other costs to towers until construction is
complete and the towers have been placed into service.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and use assumptions
that affect the reported amounts of assets and liabilities and the disclosure
for contingent assets and liabilities at the date of the financial statements
as well as the reported amounts of revenues and expenses during the reporting
period. Actual results may vary from those estimates.

Tower Assets

Tower assets consist of towers, buildings, and related attachments which are
recorded at cost and will be depreciated using the straight-line method over
the estimated useful life of the assets of 15 years. Depreciation of the asset
begins at the time the asset is placed in service. Improvements, renewals and
extraordinary repairs which increase the value or extend the life of the asset
are capitalized. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets

PrimeCo-Wisconsin evaluates the recoverability of its long-lived assets
whenever adverse events or changes in business climate indicate that the
expected undiscounted future cash flows from the related asset may be less than
previously anticipated. If the net book value of the related asset exceeds the
undiscounted future cash flows of the asset, the carrying amount would be
reduced to the present value of its expected future cash flows and an
impairment loss would be recognized. As of December 31, 1997, management does
not believe that an impairment reserve is required.

F-43

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the
related lease agreements. Revenue is recorded in the month in which it is due.

Income Taxes

PrimeCo-Wisconsin generated a net loss for the year ended December 31, 1997.
Accordingly, no benefit has been recorded in the statement of operations and
retained earnings.

3. Commitments and Contingencies

The Company is obligated under eight non-cancelable leases for land which
expire between July 23, 2001 and June 16, 2003. The future minimum lease
commitments under these leases are as follows:

Year ended December 31,
1998................................................................... $ 80,070
1999................................................................... 133,130
2000................................................................... 138,455
2001................................................................... 143,993
2002................................................................... 149,753
Thereafter............................................................. 66,623
--------
$712,024
========

Rental expense for 1997 was $20,157.

4. Related party Transactions

The Parent paid all costs related to the site development and construction of
these eight towers. In addition, the Parent also paid all tower operating
expenses related to PrimeCo-Wisconsin. For the year ended December 31, 1997,
PrimeCo-Wisconsin incurred tower operating expenses of $20,157, which were
directly attributable to PrimeCo-Wisconsin.

5. Subsequent Event

On April 15, 1998, eight towers and related assets were sold to SBA Towers,
Inc. In accordance with the purchase and sale agreement, PrimeCo Personal
Communications, L.P. received approximately $1,353,325 for these eight towers
and related assets.

F-44

Report of Independent Certified Public Accountants

To SBA Communications Corporation:

We have audited the accompanying statements of operations and retained
earnings and cash flows of Northwest Tower Service, Inc. as of December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Northwest
Tower Service, Inc. for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
March 19, 1999

F-45

NORTHWEST TOWER SERVICE, INC.

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

For the Year Ended December 31, 1997

Revenue............................................................. $ 391,579
Tower operating expenses (exclusive of depreciation shown below).... 33,667
---------
Gross margin.................................................... 357,912
---------
Expenses:
General and administrative........................................ 20,729
Depreciation...................................................... 12,864
---------
Total other..................................................... 33,593
---------
Net income...................................................... 324,319
Pro forma income taxes.............................................. 123,241
---------
Pro forma net income............................................ $ 201,078
=========
Retained earnings, December 31, 1996................................ $ 280,794
Net income.......................................................... 324,319
Distribution to shareholders........................................ (416,920)
---------
Retained earnings, December 31, 1997................................ $ 188,193
=========

The accompanying Notes to Financial Statements are an integral part of this
financial statement.

F-46

NORTHWEST TOWER SERVICE, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 1997

Cash flows from operating activities:
Net income.......................................................... $324,319
Adjustments to reconcile net income to net cash
cash provided by operating activities
Depreciation........................................................ 12,864
Decrease in liabilities............................................. (800)
--------
Total adjustments................................................. 12,064
--------
Net cash provided by operating activities......................... 336,383
Cash flows from investing activities:
Proceeds from sale of equipment..................................... 200
--------
Net cash provided by investing activities......................... 200
--------
Cash flows from investing activities:
Dividends paid to shareholders...................................... (216,920)
Distributions to shareholders....................................... (200,000)
--------
Net cash used in investing activities............................. (416,920)
--------
Net decrease in cash and cash equivalents............................. (80,337)
Cash and cash equivalents:
Beginning of year................................................... 151,612
--------
End of year......................................................... $ 71,275
========

The accompanying Notes to Financial Statements are an integral part of this
financial statement.

F-47

NORTHWEST TOWER SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS

1. Natures of Business and Basis of Presentation

Nature of Business

On June 29, 1998, SBA Towers, Inc. acquired the assets and business
operations of Northwest Tower Service, Inc., a Minnesota Corporation (the
"Company"). The Company owns telecommunications towers and leases space on
these towers to customers in the wireless communications industries in Virginia
and Minnesota.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles.

2. Summary of Significant Accounting Policies

Use of Estimates

Tower Assets

Tower assets consist of towers, buildings, and related attachments which are
recorded at cost and depreciated using the straight-line method over the
estimated useful life of the assets of 15 years. Improvements, renewals and
extraordinary repairs which increase the value or extend the life of the asset
are capitalized. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets

The Company evaluates the recoverability of its long-lived assets whenever
adverse events or changes in business climate indicate that the expected
undiscounted future cash flows from the related asset may be less than
previously anticipated. If the net book value of the related asset exceeds the
undiscounted future cash flows of the asset, the carrying amount would be
reduced to the present value of its expected future cash flows and an
impairment loss would be recognized. As of December 31, 1997, management does
not believe that an impairment reserve is required.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the
related lease agreements. Revenue is recorded in the month in which it is due.

Income Taxes

The Company consisted of certain assets of an S Corporation. The statement of
operations and retained earnings reflects a tax provision for the operations of
Northwest Tower Service, Inc. at December 31, 1997 on a pro-forma basis as if
the Company were treated as a C Corporation.

F-48

NORTHWEST TOWER SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

3. Tenant Leases

The following is a schedule by year of total future minimum rentals to be
received from tower space under non-cancelable lease agreements as of December
31, 1997.

Year ended December 31,
-----------------------

1998............................................................ $ 307,457
1999............................................................ 311,480
2000............................................................ 202,769
2001............................................................ 124,887
2002............................................................ 70,282
Thereafter...................................................... 55,119
----------
$1,071,994
==========

4. Subsequent Events

On June 29, 1998, the Company sold significantly all of its assets to SBA
Towers, Inc. In accordance with the purchase and sale agreement, Northwest
Tower Service, Inc., received approximately $4,900,000 for three towers,
related assets and land.

F-49

Report of Independent Certified Public Accountants

To SBA Communications Corporation:

We have audited the accompanying statements of operations and retained
earnings and cash flows of the tower assets acquired from General
Communications Properties, Inc. (see Note 1) for the year ended December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of the tower
assets acquired from General Communications Properties, Inc., for the year
ended December 31, 1997 in conformity with generally accepted accounting
principles.

/s/ Arthur Andersen LLP

West Palm Beach, Florida,
March 19, 1999

F-50

GENERAL COMMUNICATIONS PROPERTIES, INC.
TOWER OPERATIONS
(A carve-out entity of General Communication Properties, Inc.)

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

For the Year Ended December 31, 1997

Revenues............................................................. $ 96,297
Tower operating expenses (exclusive of depreciation shown below)..... 24,268
--------
Gross margin..................................................... 72,029
Other expenses:
General and administrative......................................... 6,715
Depreciation....................................................... 9,199
--------
Total other...................................................... 15,914
--------
Net income........................................................... 56,115
Pro forma income taxes........................................... 20,763
--------
Pro forma net income............................................. $ 35,352
========
Retained earnings, December 31, 1996................................. $ 23,704
Net income........................................................... 56,115
Distribution to shareholders......................................... (92,640)
--------
Retained deficit, December 31, 1997.................................. $(12,821)
========

The accompanying Notes to Financial Statements are an integral part of this
financial statement.

F-51

GENERAL COMMUNICATIONS PROPERTIES, INC.
TOWER OPERATIONS
(A carve-out entity of General Communication Properties, Inc.)

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 1997

Cash flows from operating activities:
Net income.......................................................... $ 56,115
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation........................................................ 9,199
Decrease in liabilities............................................. (8,736)
--------
Total adjustments................................................... 463
--------
Net cash provided by operating activities......................... 56,578
--------
Cash flows from investing activities:
Capital expenditures................................................ (7,277)
--------
Net cash used in investing activities............................. (7,277)
--------
Cash flows from financing activities:
Distribution to shareholders........................................ (92,640)
--------
Net cash used in financing activities............................. (92,640)
--------
Net decrease in cash and cash equivalents (43,339)
Cash at December 31, 1996............................................. 52,631
--------
Cash at December 31, 1997............................................. $ 9,292
========

The accompanying Notes to Financial Statements are an integral part of this
financial statement.

F-52

GENERAL COMMUNICATIONS PROPERTIES, INC.
TOWER OPERATIONS
(A carve-out entity of General Communication Properties, Inc.)

NOTES TO FINANCIAL STATEMENTS

1. Natures of Business and Basis of Presentation

Nature of Business

On August 31, 1998, SBA Towers, Inc. acquired certain of the assets and
business operations of General Communications, Properties, Inc., a Kansas
corporation (the "Parent"). Collectively, the acquired assets and related
operations are referred to hereafter as General Communications. General
Communications owns one telecommunications tower and leases space on this tower
to customers in the wireless communications industries in Kansas.

Basis of Presentation

General Communications is not a separate subsidiary, division or segment of
the Parent. The accompanying statements of operations and retained earnings and
cash flows of General Communications have been derived from the accounting
records of General Communications, Inc., and have been prepared to present the
results of operations and cash flows on a stand-alone basis. All revenues and
expenses specifically identifiable to tower ownership are included.
Additionally, the accompanying statement of operations and cash flows include
certain costs and expenses that have been allocated to the tower business from
the Parent. These costs have been allocated on a carve-out basis described in
Note 2.

2. Summary of Significant Accounting Policies

Use of Estimates

Tower Assets

Tower assets consist of a tower, buildings, and related attachments which are
recorded at cost and depreciated using the straight-line method over the
estimated useful life of the assets of 15 years. Improvements, renewals and
extraordinary repairs which increase the value or extend the life of the asset
are capitalized. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets

General Communications evaluates the recoverability of its long-lived assets
whenever adverse events or changes in business climate indicate that the
expected undiscounted future cash flows from the related asset may be less than
previously anticipated. If the net book value of the related asset exceeds the
undiscounted future cash flows of the asset, the carrying amount would be
reduced to the present value of its expected future cash flows and an
impairment loss would be recognized. As of December 31, 1998, management does
not believe that an impairment reserve is required.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the
related lease agreements. Revenue is recorded in the month in which it is due.

F-53

GENERAL COMMUNICATIONS PROPERTIES, INC.
TOWER OPERATIONS
(A carve-out entity of General Communication Properties, Inc.)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Allocation of Expenses

The accompanying financial statements include certain costs and expenses that
have been allocated to the tower business from the Parent. Of approximately
$130,000 in expenses incurred by General Communications Properties, Inc., on
behalf of all of its businesses, $26,166 has been allocated to the tower
operations on a pro rata basis primarily on revenues. Management believes this
allocation is reasonable.

Income Taxes

General Communications consisted of certain assets of an S Corporation. As
such, net income was not subject to income taxes as the income is taxed
directly to their owners. The statement of operations and retained earnings
reflects a tax provision for the operations of General Communications at
December 31, 1997 on a pro forma basis as if General Communications were
treated as a C corporation.

3. Tenant Leases

The following is a schedule by year of total future minimum rentals to be
received from tower space under non-cancelable lease agreements as of December
31, 1998.

Year ended December 31,
1998............................................................... $ 85,818
1999............................................................... 91,214
2000............................................................... 37,015
2001............................................................... 6,018
2002............................................................... 1,545
--------
$221,610
========

4. Subsequent Events

On August 31, 1998 a tower and related assets were sold to SBA Towers, Inc.
In accordance with the purchase and sale agreement, the owners of General
Communications received approximately $1,400,000 for the tower, related assets
and land.

F-54

Independent Auditors' Report

To the Board of Directors of Transmission Facilities, Inc.

We have audited the accompanying statements of income and retained earnings
and cash flows of Transmission Facilities, Inc. for the year ended December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
the results of operations and cash flows of Transmission Facilities, Inc. for
the year ended December 31, 1997 in conformity with generally accepted
accounting principles.

/s/ Peter C. Cosmas Co., CPAs

February 3, 1998

F-55

TRANSMISSION FACILITIES, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS

For the Year Ended December 31, 1997

Sales................................................................ $ 759,952
Cost of sales........................................................ 239,430
---------
Gross profit..................................................... 520,522
Selling, general and administrative expenses......................... 480,064
---------
Operating income................................................. 40,458
Other income (expense)
Interest income.................................................... 104
Interest expense................................................... (20,423)
---------
Total other expense.............................................. (20,319)
---------
Income before income taxes....................................... 20,139
Income taxes......................................................... 650
---------
Net income....................................................... 19,489
Retained earnings: beginning......................................... 164,764
---------
Retained earnings: ending............................................ $ 184,253
---------

The accompanying notes are an integral part of these financial statements.

F-56

TRANSMISSION FACILITIES, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 1997

Cash flows from operating activities
Net income.......................................................... $ 19,489
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization..................................... 30,979
Increase in accounts receivable................................... (22,038)
Increase in escrow account........................................ (2,032)
Increase in accrued expenses...................................... 63,230
--------
Total Adjustments............................................... 70,139
--------
Net cash provided by operating activities....................... 89,628
--------
Cash flows used in investing activities
Capital expenditures................................................ (58,136)
--------
Cash flows from financing activities
Repayments of long-term debt........................................ (52,055)
Advances from loans payable, officers............................... 26,000
Repayment of loans payable, officers................................ (5,000)
--------
Net cash used in financing activities........................... (31,055)
--------
Net increase in cash............................................ 437
Cash--beginning of year............................................. 28,188
--------
Cash--end of year................................................... $ 28,625
========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest.......................................................... $ 20,423
Income taxes...................................................... $ 325
Noncash investing and financing activities:

During the year ended December 31, 1997, long-term debt of $17,510 was
incurred for the purchase of property and equipment.

The accompanying notes are an integral part of these financial statements.

F-57

TRANSMISSION FACILITIES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1--Summary of Significant Accounting Policies

Nature of Business

Transmission Facilities, Inc. (the "Company") is in the business of operating
facilities for the transmission of television, radio and other communication by
wire or airwave.

Depreciation

Property and equipment are stated at cost. Maintenance and repairs are
charged to expense as incurred; costs of major additions and betterments are
capitalized. The Company provides for depreciation over the estimated useful
life of the asset based upon accelerated methods. Leasehold improvements are
amortized using the straight-line method over the estimated useful life of the
related improvements.

Income Taxes

The Company, with the consent of its stockholders, has elected under the
Internal Revenue Code to be an "S" corporation. This election provides that, in
lieu of federal corporate income taxes, the stockholders are taxed on their
proportionate share of the Company's taxable income. Therefore, no provision or
liability for federal income taxes is reflected in the accompanying financial
statements.

Use of Estimates in the Financial Statements

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from these amounts.

NOTE 2--Pension Plan

The Company has a non-contributory pension plan for all eligible employees.
Contributions are made at the discretion of management and totaled $35,791 for
the year ended December 31, 1997.

NOTE 3--Commitments and Related Party Transactions

Related Party Transactions/Land Lease

The Company rented the land that the tower is located on without a formal
lease agreement from the stockholders of the Company through July 1997. During
the year ended December 31, 1997, rent expense amounted to $91,800.

NOTE 3--Commitments and Related Party Transactions, continued

Operating Lease

The Company also rents office space on a month-to-month basis from an
unrelated entity. Rent expense amounted to $15,730 for the year ended December
31, 1997.

NOTE 4--Subsequent Event

On May 7, 1998, the Company sold certain assets in the amount of $7,250,000
to an unrelated company. Pursuant to the agreement, the purchase price of the
assets can not exceed $8,500,000 based on the subsequent payments as per the
agreement.

F-58

Report of Independent Certified Public Accountant

To the Stockholders of Long Island Waves, Inc.:

I have audited the accompanying Statements of income and retained earnings
Long Island Waves, Inc. (a New York corporation) and Cash Flow for the period
from December 1, 1997 through September 30, 1998. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements of Long Island Waves, Inc. referred
to above present fairly, in all material respects, the results of the
operations and cash flows for the ten month period ending September 30, 1998 in
conformity with generally accepted accounting principles.

/s/ John A. Criscuola, C.P.A.

Port Jefferson Station, New York
March 17, 1999

F-59

LONG ISLAND WAVES, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS

For the Period From December 1, 1997
Through September 30, 1998

Revenue.............................................................. $254,274
Tower operating expenses, exclusive of depreciation.................. 47,064
--------
Gross Margin....................................................... 207,210
Other Expenses:
General and administrative......................................... 248,460
Depreciation and amortization...................................... 7,239
--------
Total Other Expenses................................................. 255,699
--------
Net Loss from operations............................................. (48,489)
Other Income (Loss):
Loss on sale of fixed assets....................................... (2,666)
--------
Net Loss........................................................... (51,155)
Retained Earnings December 1, 1998................................. 105,673
--------
Retained Earnings September 30, 1998............................... $ 54,518
========

The accompanying notes are an integral part of the financial statements
presented.

F-60

LONG ISLAND WAVES, INC.

STATEMENT OF CASH FLOWS

For the Period From December 1, 1997
Through September 30, 1998

Cash flows from operating activities:
Net loss.......................................................... ($ 51,155)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization..................................... 8,907
Re-classification of stockholder loans to common stock............ 140,251
Re-classification of officer's loan (Other current liabilities) to
common stock..................................................... 53,821
(Increase) decrease in:
Prepaid expenses................................................ 10,926
Accounts receivable............................................. (1,800)
Other current assets............................................ 10,000
Increase (decrease) in:
Accounts payable................................................ (2,202)
Deferred rents.................................................. (89,098)
Stockholder loans............................................... (140,251)
Other current liabilities....................................... (62,056)
---------
Total adjustments............................................. (71,502)
---------
Net cash used in operating activities............................... (122,657)
Cash at beginning of period......................................... 122,740
---------
Cash at September 30, 1998.......................................... $ 83
=========

The accompanying notes are an integral part of the financial statements
presented.

F-61

LONG ISLAND WAVES, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 1998
1. Nature of Business and Basis of Presentation

Nature of Business

Long Island Waves, Inc., a New York Corporation, hereinafter referred to as
L.I. Waves owns a telecommunication tower in the State of New York and leases
space on this tower to customers in the wireless communications industries in
New York.

On September 30, 1998 SBA TOWERS NEW YORK, INC., Inc. a Florida Corporation,
acquired all of the outstanding common stock of L.I. Waves.

Basis of Presentation

The financial statements of L.I. Waves have been developed from the
accounting records of L.I. Waves, Inc. and represent a short accounting period
covering from December 1, 1997 to September 30, 1998. L.I. Waves normal fiscal
year usually commenced on December 1st and ended on November 30th in all prior
years.

2. Summary of Significant Accounting Policies

Use of Estimates

Tower Assets

Tower assets consist of towers, buildings, and related attachments which are
recorded at cost and depreciated using the straight-line method over the
estimated useful life of the assets, which range from five (5) to thirty-nine
(39) years. Improvements, renewals, and extraordinary repairs which increase
the value or extend the life of the asset are capitalized. Repairs and
maintenance costs are expensed as incurred.

Impairment of Long-lived Assets

L.I. Waves evaluates the recoverability of its long-lived assets whenever
adverse events or changes in business climate indicate that the expected
undiscounted future cash flows from the related asset may be less than
previously anticipated. If the net book value of the related asset exceeds the
undiscounted future cash flows of the asset, the carrying amount would be
reduced to the present value of its expected future cash flows and an
impairment loss would be recognized. As of September 30, 1998, management does
not believe that an impairment reserve is required.

Fair Value of Financial Instruments

The carrying amount of L.I. Waves financial instruments as at September 30,
1998 which include accounts receivable, prepaid expenses and short term debt,
approximates fair value due to the short maturity of those investments.

Revenue Recognition

Rental revenue is recognized on a straight line basis over the life of the
related lease agreements. Revenue is recorded in the month in which it is due.

F-62

LONG ISLAND WAVES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

September 30, 1998

Direct Tower Costs

The accompanying financial statements include certain costs and expenses that
have been directly charged to tower operating costs in arriving at Gross
Margin. (See Note 6)

Income Taxes

L.I. Waves accounts for income taxes using the liability method as required
by Statement No. 109, Accounting for Income Taxes, issued by the Financial
Accounting Standards Board. Deferred income taxes are provided for temporary
differences between the basis of assets and liabilities for financial reporting
and income tax reporting. As a result of the acquisition of L.I. Waves by SBA
Towers of New York, Inc., L.I. Waves taxable year terminated on the date of the
acquisition, creating a short taxable year ending September 30, 1998 (IRC Reg.
Sec. 1.1502-76(b)(2)(i)). The applicable Federal and NYS tax returns were filed
and SBA Towers New York, Inc. has been furnished copies thereof which include
prepaid income taxes, carryforward losses and contributions. (See Note 8)

3. Commitments and Contingencies

The Company is obligated under two non-cancelable leases for land which
expire March 14, 2008 and September 30, 2006. The leases have no renewal
options. The future minimum lease commitments under these leases are as
follows:

Period from September 30, 1998 through December 31, 1998 $ 10,517
Year ended December 31,
1999............................................................. 42,069
2000............................................................. 42,069
2001............................................................. 42,069
2002............................................................. 42,069
2003............................................................. 42,069
2004 and after................................................... 140,122
--------
$360,984
========

Rental expense for the period from December 1, 1997 through September 30,
1998 was $19,300.

4. Tenant Leases

The following is a schedule by year of total future rentals to be received
from tower space under non-cancelable lease agreements remitted to SBA Towers
New York, Inc. as of September 30, 1998.

Period from September 30, 1998 through December 31, 1998 $ 93,900
Year ended December 31,
1999........................................................... 375,600
2000........................................................... 375,600
2001........................................................... 375,600
2002........................................................... 375,600
2003........................................................... 375,600
2004 and thereafter............................................ 1,851,883
----------
$5,607,883
==========

F-63

LONG ISLAND WAVES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

September 30, 1998
5. Subsequent Events

On September 30, 1998, the shareholders of L.I. Waves sold all (100 shares)
of their no par value common stock to SBA Towers, Inc. for approximately
$3,650,000. Deferred revenues as of September 30, 1998 reflect rent received
and disbursed by L.I. Waves, Inc. which resulted in an adjustment at the
closing.

F-64

Independent Auditors' Report

To the Board of Directors
Quad States Towers and Communications
(A carve-out entity of Quad States Towers and Communications, Inc.)
Luverne, Minnesota

We have audited the accompanying statements of income and cash flows of Quad
States Towers and Communications (A carve-out entity of Quad States Towers and
Communications, Inc.) for the year ended June 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of income and cash flows are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements of income and
cash flows. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statements of income and cash flows. We believe that our
audit of the statements of income and cash flows provides a reasonable basis
for our opinion.

In our opinion, the statements of income and cash flows referred to above
present fairly, in all material respects, the results of the operations and its
cash flows of Quad States Towers and Communications (A carve-out entity of Quad
States Towers and Communications, Inc.) for the year ended June 30, 1988, in
conformity with generally accepted accounting principles.

/s/ Turbes Drealan Kvilhaug & Co. PA
CPA

Worthington, Minnesota
December 11, 1998

F-65

QUAD STATES TOWERS AND COMMUNICATIONS
(A carve-out entity of Quad States Towers and Communications, Inc.)

STATEMENT OF INCOME

For the Year Ended June 30, 1998

Revenue from operations:
Towers rental income................................................ $181,790
--------
Total revenue from operations..................................... 181,790
--------
Operating expenses.................................................... 147,628
--------
Operating income.................................................. 34,162
Non-operating income (expense):
Loss on sale of investments......................................... (2,245)
--------
Income before income taxes........................................ 31,917
Provision for income taxes............................................ 8,703
--------
Net income for the year........................................... $ 23,214
========

The accompanying notes are an integral part of this financial statement.

F-66

QUAD STATES TOWERS AND COMMUNICATIONS INC.
(A carve-out entity of Quad States Towers and Communications, Inc.)

STATEMENT OF CASH FLOWS

For The Year Ended June 30, 1998

Cash flows from operating activities:
Net income.......................................................... $23,214
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation...................................................... 27,188
Loss on sale of investments....................................... 2,245
(Increase) decrease in-accounts receivable........................ (133)
Income tax refund receivable...................................... (18,696)
Prepaid expenses.................................................. 578
Increase (decrease) in-accounts payable........................... 3,806
Income taxes payable.............................................. (7,572)
Deferred revenue.................................................. (13,421)
-------
Net cash provided by operating activities....................... 17,209
-------
Cash flows from investing activities:
Proceeds from sale of investments................................... 4,713
-------
Net cash provided by investing activities....................... 4,713
-------
Cash flows from financing activities:
Decrease in cash overdraft.......................................... (20,535)
Principal payments on short-term borrowing.......................... (10,000)
Proceeds on short-term borrowing.................................... 20,000
Notes receivable from stockholder................................... (2,087)
Principal payments on long-term borrowing........................... (6,367)
-------
Net cash (used) by financing activities......................... (18,989)
-------
Increase in cash and cash equivalents........................... 2,933
Cash and cash equivalents at beginning of year.................. --
-------
Cash and cash equivalents at end of year........................ $ 2,933
=======
Supplemental disclosure of cash flow information:
Cash paid during the year for-
Interest.......................................................... $ 3,880
Income taxes...................................................... $27,472

The accompanying notes are an integral part of this financial statement.

F-67

QUAD STATES TOWERS AND COMMUNICATIONS
(A carve-out entity of Quad States Towers and Communications, Inc.)

NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies:

a. Business Activity

Quad States Towers and Communications (A carve-out entity of Quad States
Towers and Communications, Inc.) is incorporated in Minnesota primarily to
lease tower and equipment usage from towers located in Minnesota, Iowa, South
Dakota and Nebraska.

b. Basis of Accounting

The Company uses the accrual method of accounting for financial statements
and income tax purposes.

c. Use of Estimates

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.

d. Cash

Cash equivalents are included in cash. The Company considers interest bearing
investments due on demand as cash equivalents.

e. Depreciation

Depreciation is computed by using both the straight-line and accelerated
methods at statutory rates which approximate their estimated useful lives.

f. Income Taxes

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due.

2. Rental Income Under Operating Leases:

The Company is a lessor of certain tower and equipment usage over terms
ranging from one to twenty-five years. Some leases contain option renewal
periods. These leases are accounted for as operating leases under which rental
revenues are recognized ratably over the life of the lease and the related
towers and equipment are depreciated over their estimated useful lives.
Following is a schedule of future rental income to be received under operating
leases, without the benefit of contractual consumer price index increases as
these percentages are not determinable, in effect as of June 30, 1998:

Fiscal Year Ending June 30 Amount
-------------------------- --------

1999............................................................ $149,872
2000............................................................ 106,031
2001............................................................ 94,817
2002............................................................ 54,557
2003............................................................ 18,354
Thereafter (2004-2019).......................................... 118,278
--------
$541,909
========

F-68

QUAD STATES TOWERS AND COMMUNICATIONS
(A carve-out entity of Quad States Towers and Communications, Inc.)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Deferred income related to annual payments recognized ratably over the lease
term amounted to $11,662 at June 30, 1998.

3. Income Taxes:

Income tax expense for the year ended June 30, 1998, consists of the
following:

Current
Federal.......................................................... $4,788
State............................................................ 3,915
------
Income tax expense............................................. $8,703
======

The Company incurred a capital loss of $2,245 for the year ended June 30,
1998, which is available to carry forward and offset future capital gains. Due
to the immaterial amount, no deferred tax asset benefit has been recorded.

Income tax expense is reconciled to federal statutory rates as follows:

Federal tax expense at statutory rates............................ $4,788
State income tax.................................................. 3,128
Rate differentials and miscellaneous.............................. 787
------
$8,703
======

4. Major Customers:

The Company generates a significant amount of its tower rental income from a
small number of companies totaling approximately sixteen. While one individual
customer accounts for approximately 22% of rental revenues which is significant
to total revenues, due to the limited number of companies serviced any
particular combination or group of accounts provide a significant portion of
revenues.

5. Concentrations:

The Company derives the majority of its revenues from businesses requiring
internal communications transmissions or reselling communications access. The
Company grants credit to these customers in the normal course of business.

F-69

QUAD STATES TOWERS AND COMMUNICATIONS
(A carve-out entity of Quad States Towers and Communications, Inc.)

NOTES TO FINANCIAL STATEMENTS--(Continued)

6. Lease Commitments:

The Company leases certain property and equipment related to their tower
locations under agreements which are classified as operating leases over terms
which range from five to fifty years. Some leases contain option renewal
periods. Rent expenses incurred under these leases were approximately $8,636
for the year ended June 30, 1998. As of June 30, 1998, future minimum lease
payments due under operating leases are as follows:

Fiscal Year Ending June 30 Amount
-------------------------- -------

1999.............................................................. $8,885
2000.............................................................. 7,895
2001.............................................................. 4,925
2002.............................................................. 4,925
2003.............................................................. 3,875
Thereafter (2004-2023)............................................ 65,500
-------
$96,005
=======

7. Related Party Transactions:

The Company leases office space from its shareholder on a month to month
basis. Total building rent expense for the year ended June 30, 1998, was
$24,000.

8. Subsequent Events:

Sale of Corporation

The stockholder has listed the corporation for sale with a brokerage firm
which specializes in the sale of communications towers and equipment. The
broker is authorized to negotiate, execute a letter of intent and a purchase
and sale agreement, with a responsible buyer.

F-70

[COLLAGE DEPICTING A VARIETY OF COMMUNICATION SITES OF SBA COMMUNICATIONS
CORPORATION.]

9,230,770 Shares

[LOGO]

SBA Communications Corporation

Class A Common Stock

-------------------------------------

PROSPECTUS

, 1999

-------------------------------------

Lehman Brothers

BT Alex. Brown

Donaldson, Lufkin & Jenrette

Salomon Smith Barney

Subject to Completion, dated May 7, 1999

PROSPECTUS

2,307,69211,538,462 Shares

[SBA LOGO]

SBA Communications Corporation

Class A Common Stock

- --------------------------------------------------------------------------------

This is our initial public offering of shares of Class A common stock. We are
offering 11,538,462 shares. Of the 11,538,462 shares being offered, we are
offering 2,307,692 shares outside the United States and Canada and we are
offering 9,230,770 shares in the United States and Canada. The closing of the
U.S. offering is a condition to the closing of the international offering.

We expect the public offering price to be between $12 and $14 per share. No
public market currently exists for our shares.

We have applied to list the shares on the Nasdaq National Market under the
symbol "SBAC."

Investing in the shares involves risks. Risk Factors begin on page 8.

Per Share Total
--------- -----

PROSPECTUS

June 15, 1999

--------------------------

Lehman Brothers

on behalf of the international underwriters, expects to
deliver the shares on or about , 1999.

- --------------------------------------------------------------------------------

Lehman Brothers
BTDeutsche Banc Alex. Brown International

Donaldson, Lufkin & Jenrette

Salomon Smith Barney International

, 1999

2,307,692 Shares

[LOGO]

SBA Communications Corporation

Class A Common Stock

-------------------------------------

PROSPECTUS

, 1999

-------------------------------------

Lehman Brothers

BT Alex. Brown International

Donaldson, Lufkin & Jenrette

Salomon Smith Barney International

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the Nasdaq National Market and estimates of
all other expenses to be incurred in connection with the issuance and
distribution of the securities described in the Registration Statement, other
than underwriting discounts and commissions:

SEC registration fee............................................ $47,955
-------fee......................................... $ 47,955
----------
NASD filing fee.................................................fee..............................................
17,750
-----------------
Nasdaq listing fee.............................................. *
-------fee........................................... 90,000
----------
Printing and engraving expenses................................. *
-------expenses.............................. 200,000
----------
Legal fees and expenses......................................... *
-------expenses...................................... 400,000
----------
Accounting fees and expenses.................................... *
-------expenses................................. 200,000
----------
Transfer agent and registrar fees............................... *
-------
Miscellaneous................................................... *
-------
Total......................................................... $ *
=======fees............................ 10,000
----------
Miscellaneous................................................ 50,000
----------
Total...................................................... $1,015,705
==========

- --------
* To be completed by amendments.

Item 14. Indemnification of Directors and Officers

Under the Florida Business Corporation Act (the "FBCA"), a director is not
personally liable for monetary damages to the corporation or any other person
for any statement, vote, decision, or failure to act regarding corporate
management or policy unless (1) the director breached or failed to perform his
duties as a director and (2) the director's breach of, or failure to perform,
those duties constitutes: (a) a violation of the criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (c) a circumstance under which an unlawful distribution is made,
(d) in a proceeding by or in the right of the corporation to procure a judgment
in its favor or by or in the right of a shareholder, conscious disregard for
the best interest of the corporation, or willful misconduct, or (e) in a
proceeding by or in the right of someone other than the corporation or a
shareholder, recklessness or an act or omission which was committed in bad
faith or with malicious purpose or in a manner exhibiting wanton and willful
disregard of human rights, safety, or property. A corporation may purchase and
maintain insurance on behalf of any director or officer against any liability
asserted against him or her and incurred by him or her in his or her capacity
or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the
FBCA.

Under the FBCA, a corporation has power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability
incurred in connection with such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement
or conviction or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the corporation or, with respect to any criminal action or
proceeding, has reasonable cause to believe that his conduct was unlawful.

II-1

However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material
to the cause of action so adjudicated and constitute: (a) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (b) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (c) in the case of a
director, a circumstance under which the above liability provisions are
applicable; or (d) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

The articles of incorporation of the Company provide that the Company shall, to
the fullest extent permitted by applicable law and its by-laws, as amended from
time to time, indemnify all officers and directors of the Company.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

Item 15. Recent Sales of Unregistered Securities

In each of the sales described below, unless otherwise indicated, the Company
(or the relevant predecessor) relied on Section 4(2) of the Securities Act of
1933 for exemption from registration. No brokers or underwriters were used in
connection with any of such sales. The recipients of securities in each such
transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates, warrants and notes issued in such transactions. All recipients
had adequate access, through their relationship with the Company, to
information about the Company.

Through March 31, 1999, the Company had raised approximately $180.2 million
through private sales of debt and equity securities in a series of private
placements with various institutional and other accredited investors and
certain employees of the Company as described below.

The 1997 Corporate Reorganization. In March 1997, Steven E. Bernstein, at that
time the sole shareholder of SBA, Inc. and SBA Leasing, Inc., as well as the
Chief Executive Officer of SBA, contributed all of the outstanding stock of SBA
Inc. and SBA Leasing, Inc. to SBA in exchange for 8,075,000 shares of SBA's
Class B common stock. Also in March 1997, Ronald G. Bizick, II, at that time
SBA's Executive Vice President-Sales and Marketing, voluntarily terminated
options he owned in SBA Inc. and SBA Leasing, Inc., (along with existing
employment and incentive agreements) in exchange for 176,472 shares of Class A
common stock of SBA and immediately exercisable options to purchase an
additional 773,528 shares of Class A common stock of SBA. Also in March 1997,
Robert M. Grobstein, at that time SBA's Chief Financial Officer, voluntarily
terminated options he owned in SBA Inc. and SBA Leasing, Inc., (along with
existing employment and incentive agreements) in exchange for 88,236 shares of
Class A common stock of SBA and immediately exercisable options to purchase an
additional 386,764 shares of Class A common stock. On March 7, 1997, SBA
redeemed the outstanding shares of its Class A common stock from Messrs. Bizick
and Grobstein for $8.50 per share. As a result of these transactions, SBA, Inc.
and SBA Leasing, Inc., became wholly-owned subsidiaries of SBA.

The Series A Preferred Stock Investment. In March 1997, the Company sold
8,050,000 shares of 4% Series A Preferred Stock, convertible initially into one
share of the Company's Class A common stock and one share of the Company's 4%
Series B Redeemable Preferred Stock, to a syndicate of institutional investors
who were accredited investors, (as such term is defined in Rule 501(a) of
Regulation D of the Securities Act) including ABS and TA Associates. BT Alex.
Brown Incorporated acted as the exclusive agent of the Company in connection
with the preferred stock offering. The Series A preferred stock had a
conversion price of $3.73. In

II-2

connection with the preferred stock offering, the Company also agreed to issue
to BT Alex. Brown a warrant to purchase 402,500 shares of its Class A common
stock, exercisable at $3.73 per share at any time up to March, 2002. An
affiliate of BT Alex. Brown is a limited partner in ABS. Certain officers and
employees of BT Alex. Brown are direct and indirect holders of Series A
preferred stock.

The 12% Senior Discount Notes due 2008. On March 2, 1998, the Company privately
placed, under Rule 144A of the Securities Act, $269 million aggregate principal
amount at maturity ($150,236,500 initial accreted value) of its 12% Senior
Discount Notes due 2008, yielding net proceeds to the Company of approximately
$144.5 million after deducting discounts and estimated transaction fees and
expenses. BT Alex. Brown and Lehman Brothers Inc. were the initial purchasers
of such securities. Pursuant to an effective registration statement, on
September 11, 1998, the Company exchanged $269 million aggregate principal
amount at maturity of its registered 12% Senior Discount Notes due 2008 for all
of its outstanding unregistered 12% Senior Discount Notes due 2008.

Class A Common Stock Grant to Executive Officers. On December 31, 1998, the
Company granted to Mr. Bernstein, as his bonus compensation for 1998, 51,609
shares of its Class A common stock. On December 31, 1998, the Company also
granted to Mr. Simkin, its Chief Operating Officer, as his bonus compensation
for 1998, 26,542 shares of its Class A common stock.

Option Exercise of Executive Officer. In June 1998, Ronald G. Bizick, II
exercised his options to purchase 773,528 shares of Class A common stock at
$0.05 per share, and the Company issued these shares to Mr. Bizick in exchange
for $38,676.40.

Option Exercises of Employees under 1996 Stock Option Plan. As of December 31,
1998, options to purchase 2,433 shares of our Class A common stock granted
under the 1996 Stock Option Plan had been exercised by two employees of the
Company.

Item 16. Exhibits and Financial Statement Schedule

(a) Exhibits

Exhibit
No. Description of Exhibits
------- -----------------------

*1.11.1 --Form of Underwriting Agreement.
**3.1 --Articles of Incorporation, as amended, of SBA Communications
Corporation.
**3.2 --Amended3.4 --Fourth Amended and Restated Statement of Designation of SBA Communications
Corporation.
**3.3 --By-Laws of SBA Communications Corporation.
*3.4 --Form of Restated Articles of Incorporation of SBA
Communications Corporation.
*3.5 --Form3.5 --Amended and Restated By-Laws of SBA Communications Corporation.
3.6 --Second Amended and Restated By-LawsStatement of Designation of SBA
Communications Corporation.
**4.1 --Indenture, dated as of March 2, 1998, between SBA Communications
Corporation and State Street Bank and Trust Company, as trustee,
relating to $269,000,000 in aggregate principal amount at maturity of
12% Senior Discount Notes due 2008.
*4.24.2 --Specimen Certificate of Class A Common Stock.
*4.4**4.4 --Registration Rights Agreement, dated as of March 2, 1998, between
SBA Communications Corporation and BT Alex. Brown Incorporated and
Lehman Brothers Inc.
*5.1 --Form of Opinion5.1 --Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., regarding
the validity of the Class A Common Stock.
**10.1 --SBA Communications Corporation Registration Rights Agreement dated
as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald
G. Bizick, II and Robert M. Grobstein.
**10.2 --SBA Communications Corporation Registration Rights Agreement dated
as of March 6, 1997, among the Company and the Preferred
Shareholders, as defined therein.
**10.3 --SBA Communications Corporation Shareholders Agreement dated as of
March 6, 1997, among the Company, Steven E. Bernstein and the
Preferred Shareholders, as defined therein.

II-3

Exhibit
No. Description of Exhibits
-------- -----------------------

**10.4 --$3,500,000 Promissory Note dated as of March 8, 1997 of Steven E.
Bernstein in favor of the Company.
**10.5 --Pledge and Security Agreement dated as of March 8, 1997, between
the Company and Steven E. Bernstein.
**10.6 --Warrant to Purchase 402,500 Shares of Class A Common Stock of SBA
Communications Corporation dated March 6, 1997.
***10.7 --Amended and Restated Credit Agreement, dated as of February 5,
1999, among the Company, Telecommunications, the several lenders
from time to time parties thereto and Lehman Commercial Paper Inc.,
as administrative agent.
10.71+10.71 --Amendment and Waiver, dated as of May 7, 1999, to the Amended and
Restated Credit Agreement among the Company, Telecommunications, the
several lenders from time to time parties thereto and Lehman
Commercial Paper, Inc., as administrative agent.
+10.8 --Agreement and Plan of Merger, dated as of March 31, 1999, between
the Company, Com-Net Construction Services, Inc., Daniel J. Eldridge
and Eldridge Family Limited Partnership.
10.81+10.81 --First Amendment to Agreement and Plan of Merger, dated as of April
30, 1999 between the Company, Com-Net Construction Services Inc.,
Daniel J. Eldridge and Eldridge Family Limited Partnership.
+10.9 --Purchase Agreement dated as of March 31, 1999, between the Company,
Com-Net Development Group, LLC., Daniel J. Eldridge and Tammy W.
Eldridge.
10.91+10.91 --First Amendment to Purchase Agreement, dated as of April 30, 1999,
between the Company, Com-Net Development Group, LLC., Daniel J.
Eldridge and Tammy W. Eldridge.
**10.10 --Employment Agreement dated as of January 1, 1997, between the
Company and Ronald G. Bizick, II.
*10.11**10.11 --Employment Agreement dated as of January 1, 1997, between the
Company and Robert M. Grobstein.
**10.12 --Employment Agreement dated as of March 14, 1997, between the
Company and Jeffrey A. Stoops.
+10.13 --Stock Option Agreement--Revised dated March 14, 1997 by and between
Steven E. Bernstein and Jeffrey A. Stoops.
+10.14 --Pledge and Security Agreement--Revised dated March 14, 1997 by and
between Steven E. Bernstein and Jeffrey A. Stoops.
**10.15 --Employment Agreement dated as of June 15, 1998, between the Company
and Michael N. Simkin.
**10.16 --Stock Option Agreement dated as of March 5, 1997, between the
Company and Ronald G. Bizick, II.
**10.17 --Stock Option Agreement dated as of March 5, 1997, between the
Company and Robert M. Grobstein.
**10.18 --Incentive Stock Option Agreement dated as of June 15, 1998 between
the Company and Michael N. Simkin.
**10.19 --Nonqualified Stock Option Agreement-Revised dated March 14, 1997,
between the Company and Jeffrey A. Stoops.
**10.20 --SBA Communications Corporation Subordination Agreement dated as of
August 8, 1997, among the Company, the holders of in excess of the
73% of the Company's Series A Convertible Preferred Stock, and
BankBoston, N.A.
**10.21 --Purchase and Sale Agreement, dated July 22, 1997, by and among SBA
Towers Florida, Inc., SBA Construction Acquisition, Inc.,
Communication Site Services, Inc., Segars Communication Group, Inc.,
Robert Segars and Denise Segars.
*10.2210.22 --Agreement to Build to Suit and to Lease, dated as of October 30,
1998, by and among BellSouth Personal Communications, Inc., for
itself and as general partner of BellSouth Carolinas PCS, L.P., SBA
Towers, Inc. and SBA, Inc.
*10.2310.23 --1996 Stock Option Plan.

II-4

Exhibit
No. Description of Exhibits
------- -----------------------

*10.2410.24 --1999 Equity Participation Plan.
*10.2510.25 --1999 Stock Purchase Plan.
+11 --Computation of net loss per common share.
*21.121.1 --Subsidiaries of SBA Communications Corporation.
*23.123.1 --Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (included
in their opinion filed as Exhibit 5.1 hereto)
23.2 --Consent of Arthur Andersen LLP.
23.3 --Consent of Peter C. Cosmas Co., CPA.
23.4 --Consent of John A. Criscuola, CPA.
23.5 --Consent of Turbes Drealan Kvilhaug & Co. PA, CPA.
+24.1 --Power of Attorney of SBA Communications Corporation (included on
signature page to this Registration Statement on Form S-1).
+27 --Financial Data Schedule.

- --------
+ Previously Filed
* To be filed by amendment
** Incorporated by reference to the exhibits in the Registration Statement on
Form S-4 previously filed by the Registrant (Registration no. 333-50219)
*** Incorporated by reference to exhibit 99.2 in the report on Form 8-K
previously filed by the Registrant on February 24, 1999

(b) Financial Statement Schedules:

Schedule I--Condensed Financial Information of Registrant

All other schedules are omitted because they are not applicable or because the
required information is contained in the financial statements or notes thereto
included in this Registration Statement.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boca
Raton, State of Florida on May 7,June 15, 1999.

SBA Communications Corporation

/s/ Steven E. Bernstein
By:__________________________________
Steven E. Bernstein
Chairman of the Board of Directors,
President and
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Jeffrey A. Stoops and Robert Grobstein, or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, in connection with the
Registrant's Registration Statement on Form S-1 under the Securities Act of
1933, including to sign the Registration Statement in the name and on behalf of
the Registrant or on behalf of the undersigned as a director or officer of the
Registrant, and any and all amendments or supplements to the Registration
Statement, including any and all stickers and post-effective amendments to the
Registration Statement and to sign any and all additional registration
statements relating to the same offerings of securities as those that are
covered by the Registration Statement that are filed pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities self-
regulatory body, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

II-6

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 7th15th day of May,June, 1999.

Signature Title Date
--------- ----- ----

/s/ Steven E. Bernstein Chairman of the Board of May 7,June 15, 1999
______________________________Steven E. Bernstein Directors, President and Chief
Steven E. Bernstein______________________________ Executive Officer (Principal
Executive Officer)
/s/ Jeffrey A. Stoops Chief Financial Officer May 7,June 15, 1999
______________________________Jeffrey A. Stoops (Principal Financial Officer)
Jeffrey A. Stoops______________________________
/s/ Robert M. Grobstein Chief Accounting Officer May 7,June 15, 1999
______________________________Robert M. Grobstein (Principal Accounting Officer)
Robert M. Grobstein______________________________
/s/ Donald B. Hebb, Jr.
Director May 7, 1999
______________________________
Donald B. Hebb, Jr. Director June 15, 1999
______________________________
/s/ C. Kevin Landry Director May 7,June 15, 1999
______________________________
C. Kevin Landry
______________________________
/s/ Richard W. Miller Director May 7,June 15, 1999
______________________________
Richard W. Miller
______________________________
/s/ Robert S. Picow Director May 7,June 15, 1999
______________________________
Robert S. Picow
______________________________

II-7