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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

 QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

OR

 TRANSITION REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                     to                                    

Commission File Number 001-32168

GLOBAL SIGNALINC.

|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                    |  | 65-0652634                         |
| (Stateor other jurisdiction of incorporationororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                             |

301 North Cattlemen Road, Suite 300,Sarasota, Florida 34232-6427

(Address ofprincipal executive offices)

Telephone: (941)364-8886

(Registrant's telephonenumber, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes        X         No               

Indicateby check mark whether the registrant is an accelerated filer (asdefined in Rule 12b-2 of the Exchange Act).Yes                   No        X     

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Sections 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distributionof securities under a plan confirmed by a court.Yes        X         No               

At May11, 2005, Registrant had outstanding 58,572,715 shares of $0.01 parvalue commonstock.

    

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PART I.    FINANCIALINFORMATION

|                                |  |                                                                                                                                      |  |        |        |        |  |  |  |  |
|--------------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|                           |  |                                                                                                                                 |  | Page   |
| Item1.                         |  | FinancialStatements                                                                                                                  |  |   |   |   |
|                           |  | CondensedConsolidated Balance Sheets as of March 31, 2005 (unaudited) and    December 31, 2004                   |  |   | 2      |   |
|                           |  | Condensed Consolidated Statements of Operations(unaudited) for the Three Months     Ended March 31, 2005 and2004 |  |   | 3      |   |
|                           |  | Condensed ConsolidatedStatements of Cash Flows (unaudited) for the Three Months    Ended March 31, 2005 and 2004 |  |   | 4      |   |
|                           |  | Notes to Unaudited Condensed Consolidated FinancialStatements                                                                        |  |   | 5      |   |
| Item2.     |  | Management's Discussion and Analysis ofFinancial Condition and Results of    Operations                          |  |   | 23     |   |
| Item3.                         |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                            |  |   | 43     |   |
| Item 4.                        |  | Controls andProcedures                                                                                                               |  |   | 45     |   |
|                                |

PART II. OTHERINFORMATION

|            |  |                                                    |    |        |    |        |  |  |  |  |
|------------|--|----------------------------------------------------|----|--------|----|--------|--|--|--|--|
| Item1.     |  | LegalProceedings                                   |    |   | 45 |   |
| Item 2.    |  | Changes in Securities and Use ofProceeds           |    |   | 45 |   |
| Item 3.    |  | Defaults UponSenior Securities                     |    |   | 46 |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders |    |   | 46 |   |
| Item 5.    |  | OtherInformation                                   |    |   | 46 |   |
| Item6.     |  | Exhibits                                           |    |   | 46 |   |
| SIGNATURES |  |                                               | 48 |   |
|            |

1

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PART I. FINANCIALINFORMATION

Item 1.    Financial Statements:

GLOBAL SIGNAL INC.CONDENSED CONSOLIDATED BALANCESHEETS(in thousands, except sharedata)

|                                                                                                                                                                                         |  |              |         |                 |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------|---------|-----------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                    |  | March31,2005 |         | December31,2004 |
|                                                                                                                                                                                    |  | (unaudited)  |         |            |
| **Assets**                                                                                                                                                                              |  |
| Currentassets:                                                                                                                                                                          |  |         |    |            |  |   |    |    |
| Cashand cashequivalents                                                                                                                                                                 |  | $            | 7,080   |            |  | $      | 5,991   |    |
| Accountsreceivable, net                                                                                                                                                                 |  |         | 628     |            |  |   | 533     |    |
| Prepaidexpenses and other currentassets                                                                                                                                                 |  |         | 9,930   |            |  |   | 9,772   |    |
| Interest rateswap assets, at fairvalue                                                                                                                                                  |  |         | 11,742  |            |  |   | — |    |
|                                                                                                                                                                                    |  |         | 29,380  |            |  |   | 16,296  |    |
| Restrictedcash                                                                                                                                                                          |  |         | 78,183  |            |  |   | 72,854  |    |
| Fixedassets,net                                                                                                                                                                         |  |         | 665,765 |            |  |   | 636,200 |    |
| Intangibleassets:                                                                                                                                                                       |  |         |    |            |  |   |    |    |
| Leaseabsorption value,net                                                                                                                                                               |  |         | 150,381 |            |  |   | 149,625 |    |
| Leaseholdinterests,net                                                                                                                                                                  |  |         | 6,756   |            |  |   | 7,791   |    |
| Goodwill                                                                                                                                                                                |  |         | 9,770   |            |  |   | 9,770   |    |
| Deferreddebt issuance costs,net                                                                                                                                                         |  |         | 18,387  |            |  |   | 18,911  |    |
| Other                                                                                                                                                                                   |  |         | 4,611   |            |  |   | 4,461   |    |
| Otherassets                                                                                                                                                                             |  |         | 8,408   |            |  |   | 7,461   |    |
|                                                                                                                                                                                    |  | $            | 971,641 |            |  | $      | 923,369 |    |
| **Liabilitiesand Stockholders'Equity**                                                                                                                                                  |  |         |    |            |  |   |    |    |
| Currentliabilities:                                                                                                                                                                     |  |         |    |            |  |   |    |    |
| Accountspayable and accruedexpenses                                                                                                                                                     |  | $            | 15,746  |            |  | $      | 16,397  |    |
| Dividendspayable                                                                                                                                                                        |  |         | 20,858  |            |  |   | 20,491  |    |
| Deferredrevenue                                                                                                                                                                         |  |         | 15,373  |            |  |   | 13,410  |    |
| Interestrate swap liabilities, at fairvalue                                                                                                                                             |  |         | 39      |            |  |   | — |    |
| Notespayable and current portion of long-termdebt                                                                                                                                       |  |         | 60,388  |            |  |   | 8,268   |    |
|                                                                                                                                                                                    |  |         | 112,404 |            |  |   | 58,566  |    |
| Long-termdebt                                                                                                                                                                           |  |         | 696,670 |            |  |   | 698,652 |    |
| Otherlong-termliabilities                                                                                                                                                               |  |         | 13,766  |            |  |   | 12,954  |    |
| Totalliabilities                                                                                                                                                                        |  |         | 822,840 |            |  |   | 770,172 |    |
| Stockholders'equity:                                                                                                                                                                    |  |         |    |            |  |   |    |    |
| Preferredstock, $0.01 par value, 20,000,000 shares authorized,  noshares issued or outstanding at March 31, 2005  andDecember 31,2004                                                   |  |         | — |            |  |   | — |    |
| Common stock,$0.01 par value, 150,000,000 shares authorized, 52,143,987 sharesissued and outstanding at March 31, 2005, and 51,304,769 shares issuedand outstanding at December 31,2004 |  |         | 521     |            |  |   | 513     |    |
| Additionalpaid-incapital                                                                                                                                                                |  |         | 116,255 |            |  |   | 157,004 |    |
| Deferredstock-basedcompensation                                                                                                                                                         |  |         | (2,783  | )          |  |   | (3,101  | )  |
| Accumulatedother comprehensive income(loss)                                                                                                                                             |  |         | 10,494  |            |  |   | (1,219  | )  |
| Equityderivatives                                                                                                                                                                       |  |         | 24,314  |            |  |   | — |    |
| Retainedearnings                                                                                                                                                                        |  |         | — |            |  |   | — |    |
|                                                                                                                                                                                    |  |         | 148,801 |            |  |   | 153,197 |    |
|                                                                                                                                                                                    |  | $            | 971,641 |            |  | $      | 923,369 |    |
|                                                                                                                                                                                         |

|  |                                                                                                                                            |
|--|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | Theaccompanying Notes to Unaudited Condensed Consolidated FinancialStatements are an integral part of these condensed financialstatements. |

2

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GLOBAL SIGNAL INC. CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)(inthousands, except per sharedata)

|                                                                                                                         |  |                            |         |            |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------|--|----------------------------|---------|------------|--|--------|--------|---------|--|--|
|                                                                                                                    |  | ThreeMonths Ended March31, |
|                                                                                                                    |  | 2005                       |         | 2004       |
|                                                                                                                    |  |                       |         | (restated) |
| Revenues                                                                                                                |  | $                          | 54,422  |       |  | $      | 43,091 |    |
| Directsite operating expenses (excludingdepreciation, amortization andaccretion)                                        |  |                       | 16,362  |       |  |   | 13,646 |    |
| Grossmargin                                                                                                             |  |                       | 38,060  |       |  |   | 29,445 |    |
| Otherexpenses:                                                                                                          |  |                       |    |       |  |   |   |    |
| Selling,general and administrative (excluding $318 and $2,604 ofnon-cash stock-based compensation expense,respectively) |  |                       | 6,348   |       |  |   | 6,558  |    |
| Statefranchise, excise and minimumtaxes                                                                                 |  |                       | 174     |       |  |   | 172    |    |
| Depreciation,amortization andaccretion                                                                                  |  |                       | 17,554  |       |  |   | 12,347 |    |
| Non-cashstock-based compensationexpense                                                                                 |  |                       | 318     |       |  |   | 2,604  |    |
|                                                                                                                    |  |                       | 24,394  |       |  |   | 21,681 |    |
| Operatingincome                                                                                                         |  |                       | 13,666  |       |  |   | 7,764  |    |
| Interestexpense, net                                                                                                    |  |                       | 10,201  |       |  |   | 6,091  |    |
| Loss onearly extinguishment ofdebt                                                                                      |  |                       | — |       |  |   | 8,449  |    |
| Other expenses(income)                                                                                                  |  |                       | (14     | )     |  |   | 8      |    |
| Income(loss) from continuing operations before income tax benefit(expense)                                              |  |                       | 3,479   |       |  |   | (6,784 | )  |
| Incometax benefit(expense)                                                                                              |  |                       | 525     |       |  |   | (11    | )  |
| Income(loss) from continuingoperations                                                                                  |  |                       | 4,004   |       |  |   | (6,795 | )  |
| Income(loss) from discontinuedoperations                                                                                |  |                       | (90     | )     |  |   | 19     |    |
| Income(loss) before gain (loss) on sale ofproperties                                                                    |  |                       | 3,914   |       |  |   | (6,776 | )  |
| Gain (loss)on sale ofproperties                                                                                         |  |                       | (18     | )     |  |   | 142    |    |
| Netincome(loss)                                                                                                         |  | $                          | 3,896   |       |  | $      | (6,634 | )  |
| Dividendsdeclared per commonshare                                                                                       |  | $                          | 0.4000  |       |  | $      | 0.3125 |    |
| Basicand diluted income per commonshare:                                                                                |  |                       |    |       |  |   |   |    |
| Income(loss) from continuingoperations                                                                                  |  | $                          | 0.08    |       |  | $      | (0.17  | )  |
| Income(loss) from discontinuedoperations                                                                                |  |                       | (0.01   | )     |  |   | 0.00   |    |
| Gain(loss) on sale ofproperties                                                                                         |  |                       | (0.00   | )     |  |   | 0.01   |    |
| Netincome(loss)                                                                                                         |  | $                          | 0.07    |       |  | $      | (0.16  | )  |
| Dilutedincome per commonshare:                                                                                          |  |                       |    |       |  |   |   |    |
| Income(loss) from continuingoperations                                                                                  |  | $                          | 0.07    |       |  | $      | (0.17  | )  |
| Income(loss) from discontinuedoperations                                                                                |  |                       | (0.00   | )     |  |   | 0.00   |    |
| Gain(loss) on sale ofproperties                                                                                         |  |                       | (0.00   | )     |  |   | 0.01   |    |
| Netincome(loss)                                                                                                         |  | $                          | 0.07    |       |  | $      | (0.16  | )  |
| Weightedaverage number of common sharesoutstanding                                                                      |  |                       |    |       |  |   |   |    |
| Basic                                                                                                                   |  |                       | 52,022  |       |  |   | 41,058 |    |
| Diluted                                                                                                                 |  |                       | 53,935  |       |  |   | 41,058 |    |
|                                                                                                                         |

|  |                                                                                                                                            |
|--|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | Theaccompanying Notes to Unaudited Condensed Consolidated FinancialStatements are an integral part of these condensed financialstatements. |

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GLOBAL SIGNAL INC. CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(inthousands)

|                                                                                                  |  |                            |         |            |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------------|--|----------------------------|---------|------------|--|--------|----------|---------|--|--|
|                                                                                             |  | ThreeMonths Ended March31, |
|                                                                                             |  | 2005                       |         | 2004       |
|                                                                                             |  |                       |         | (restated) |
| **Cashflows from operatingactivities:**                                                          |  |                       |    |       |  |   |     |    |
| Netincome(loss)                                                                                  |  | $                          | 3,896   |       |  | $      | (6,634   | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided byoperatingactivities:            |  |                       |    |       |  |   |     |    |
| Depreciation,amortization andaccretion                                                           |  |                       | 17,554  |       |  |   | 12,347   |    |
| Amortizationof deferred debt issuance and hedgingcosts                                           |  |                       | 1,564   |       |  |   | 1,154    |    |
| Loss onearly extinguishment ofdebt                                                               |  |                       | — |       |  |   | 8,449    |    |
| Non-cashstock-based compensationexpense                                                          |  |                       | 318     |       |  |   | 2,604    |    |
| Othernon-cashadjustments                                                                         |  |                       | (516    | )     |  |   | 409      |    |
| Increasein currentassets                                                                         |  |                       | (1,208  | )     |  |   | (1,487   | )  |
| Increasein currentliabilities                                                                    |  |                       | 2,383   |       |  |   | 4,034    |    |
| Netcash provided by operatingactivities                                                          |  |                       | 23,991  |       |  |   | 20,876   |    |
| **Cashflows from investingactivities:**                                                          |  |                       |    |       |  |   |     |    |
| Paymentsmade in connection with acquisitions of communicationssites                              |  |                       | (43,999 | )     |  |   | (637     | )  |
| Capitalexpenditures                                                                              |  |                       | (2,934  | )     |  |   | (2,294   | )  |
| Proceedsfrom the sale of fixedassets                                                             |  |                       | 18      |       |  |   | 611      |    |
| Funds investedin restrictedcash                                                                  |  |                       | (5,329  | )     |  |   | (11,971  | )  |
| Purchaseof Pinnacle Towers Acquisitions LLCsubsidiary                                            |  |                       | — |       |  |   | (20      | )  |
| Netcash used in investingactivities                                                              |  |                       | (52,244 | )     |  |   | (14,311  | )  |
| **Cashflows from financingactivities:**                                                          |  |                       |    |       |  |   |     |    |
| Borrowingsunder mortgageloans                                                                    |  |                       | — |       |  |   | 418,000  |    |
| Borrowingsunder notes payable and long-termdebt                                                  |  |                       | 67,850  |       |  |   | 165      |    |
| Repayment oflong-term debt and mortgageloans                                                     |  |                       | (17,955 | )     |  |   | (235,606 | )  |
| Paymentof debt issuancecosts                                                                     |  |                       | (808    | )     |  |   | (13,729  | )  |
| Paymentmade to terminate interest rateswap                                                       |  |                       | — |       |  |   | (6,175   | )  |
| Specialdistributionpaid                                                                          |  |                       | — |       |  |   | (142,188 | )  |
| Ordinarydividendspaid                                                                            |  |                       | (20,857 | )     |  |   | (12,813  | )  |
| Proceedsfrom the issuance of common stock, net of offeringcosts                                  |  |                       | 901     |       |  |   | 1,681    |    |
| Minorityinterest insubsidiary                                                                    |  |                       | — |       |  |   | 9        |    |
| Netcash provided by financingactivities                                                          |  |                       | 29,131  |       |  |   | 9,344    |    |
| Effectof exchange rate changes oncash                                                            |  |                       | 211     |       |  |   | (249     | )  |
| Netincrease in cash and cashequivalents                                                          |  |                       | 1,089   |       |  |   | 15,660   |    |
| Cash andcash equivalents, beginning ofperiod                                                     |  |                       | 5,991   |       |  |   | 9,661    |    |
| Cashand cash equivalents, end ofperiod                                                           |  | $                          | 7,080   |       |  | $      | 25,321   |    |
| **Non-cashinvesting and financingtransactions:**                                                 |  |                       |    |       |  |   |     |    |
| Assetsacquired under a capital leaseobligation                                                   |  | $                          | 243     |       |  | $      | 975      |    |
| Increase(decrease) in the fair value of interest rate swapsrecorded to other comprehensiveincome |  | $                          | 11,703  |       |  | $      | (4,321   | )  |
| Equityderivative arising from InvestmentAgreement                                                |  | $                          | (62,157 | )     |  | $      | —  |    |
| Equity derivative arising from OptionAgreement                                                   |  | $                          | 37,843  |       |  | $      | —  |    |
| **Supplemental disclosureof cashflows:**                                                         |  |                       |    |       |  |   |     |    |
| Cashpaid for interest andtaxes                                                                   |  | $                          | 8,843   |       |  | $      | 3,198    |    |
|                                                                                                  |

|  |                                                                                                                                            |
|--|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | Theaccompanying Notes to Unaudited Condensed Consolidated FinancialStatements are an integral part of these condensed financialstatements. |

4

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GLOBAL SIGNALINC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMARCH 31, 2005

1.    Nature of Business

The accompanying unaudited condensed consolidated financialstatements reflect the financial position, results of operations andcash flows of Global Signal Inc. and its wholly-owned subsidiaries.Global Signal Inc., formerly Pinnacle Holdings Inc., owns, leases andmanages communications towers and other communications sites toproviders of wireless communications and broadcast services, such aswireless telephony services, paging, mobile radio, wireless datatransmission and radio and television broadcasting, and to operators ofprivate networks such as federal, state and local governmentagencies.

2.    Basis of Presentation

As used herein,as of March 31, 2005 and December 31, 2004, unless the contextotherwise requires, "we,""us," "our,""Company," or "GlobalSignal" refers to Global Signal Inc. and its wholly-ownedconsolidated subsidiaries, including, without limitation, PinnacleTowers LLC, Pinnacle Towers Canada, Inc., Pinnacle Towers AcquisitionsHoldings LLC, Global Signal Services LLC, and Pinnacle Towers Limited.All significant intercompany balances and transactions have beeneliminated. "Fortress" refers to FortressInvestment Holdings LLC and certain of its affiliates, and"Greenhill" refers to Greenhill CapitalPartners, L.P. and affiliated investment funds."Abrams" refers to Abrams Capital, LLC andcertain of its affiliates. Since November 1, 2002, Fortress has beenour largest stockholder, Greenhill has been our second largeststockholder and Abrams has been our third largest stockholder.

On May 11, 2004, we completed our formation of an UPREIT structurewhereby we own substantially all of our assets and conduct ouroperations through an operating partnership, Global Signal OperatingPartnership, L.P. ("Global Signal OP").Global Signal Inc. is the special limited partner of Global Signal OP.Global Signal GP LLC, our wholly-owned subsidiary, is the managinggeneral partner and as such, has the exclusive power to manage andconduct the business of Global Signal OP. Global Signal Inc. holds99% of the partnership interests and Global Signal GP LLC holds1% of the partnership interests in Global Signal OP. Thepartnership agreement of Global Signal OP provides that it distributecash flows from its operations to its limited partners and the managinggeneral partner in accordance with their relative percentage interests.The distributions that we receive from Global Signal OP will, amongother things, enable us to make dividend distributions to ourstockholders. We believe that the UPREIT structure provides flexibilityby enabling us to execute certain acquisitions more effectively bygiving tax advantages to transferees who accept partnership units inthe UPREIT as payment.

Results of operations for any interimperiod are not necessarily indicative of results of any other periodsor for the year. The accompanying unaudited condensed consolidatedfinancial statements have been prepared in conformity with generallyaccepted accounting principles in the United States for interimfinancial statements and with the instructions to Form 10-Q and Rule10-01 of Regulation S-X. They do not include all information and notesrequired by generally accepted accounting principles for completefinancial statements. In the opinion of management, all adjustments(consisting of normal recurring adjustments), considered necessary forfair presentation have been included. Certain amounts from the prioryear period have been reclassified for consistency with currentpresentation. These reclassifications were not material to theconsolidated financial statements. These unaudited condensedconsolidated financial statements should be read in conjunction withGlobal Signal's audited consolidated financial statements andnotes thereto for the year ended December 31, 2004 included in GlobalSignal's Annual Report on Form 10-K filed with the Securities andExchange Commission on March 31, 2005.

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3.    Summary of Significant AccountingPolicies

Use of Estimates

The preparation of financialstatements in conformity with generally accepted accounting principlesin the United States requires management to make estimates andassumptions that affect the amounts reported in the unaudited condensedconsolidated financial statements and accompanying notes. Actualresults may differ from those estimates and such differences could bematerial.

Stock-Based Compensation

As permitted byStatement of Financial Accounting Standard (SFAS) No. 123,Accounting for Stock-Based Compensation, we account for ourstock option grants to employees and directors using the intrinsicvalue method under Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees, and adopted thedisclosure-only provisions of SFAS No. 123 and SFAS No. 148,Accounting for Stock-Based Compensation Transition and Disclosure anamendment of SFAS Statement No. 123. Under APB No. 25, nocompensation costs are recognized relating to the option grants toemployees if the exercise price of the options awarded was equal to orgreater than the fair value of the common stock on the dates of grant.During the three months ended March 31, 2005, we recognized $0.3million of compensation expense related to stock options granted in2004 with exercise prices below market value and restricted stockgranted in 2004. The unamortized portion of the related compensationexpense is recorded as deferred stock-based compensation, a contraaccount within stockholders' equity. We use the acceleratedmethod to recognize compensation expense of our equity-based awardswith graded vesting.

We follow SFAS No. 123 and Emerging IssuesTask Force (EITF) Issue No. 96-18, Accounting for Equity Investmentsthat are Issued to Other than Employees for Acquiring or in Conjunctionwith Selling Goods and Services, for our stock option grants toother individuals. As such, we measure compensation expense at the dateof grant and recognize the expense ratably over the service period.Prior to vesting or termination, we recognize expense using the fairvalue of the option at the end of the reporting period. Additionalexpense due to increases in the value of the options prior to thevesting date would be recognized in the period of the option valueincrease.

Had compensation costs for employee stock optionactivity been determined based on the fair value at the dates of grantconsistent with the provisions of SFAS No. 123, our net income wouldhave decreased to the pro forma amounts indicated below (in thousands,except per sharedata):

|                                                                                                                                                            |  |                            |        |                       |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--|----------------------------|--------|-----------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                       |  | ThreeMonths Ended March31, |
|                                                                                                                                                       |  | 2005                       |        | 2004                  |
|                                                                                                                                                       |  | (unaudited)                |        | (unaudited)(restated) |
| Netincome (loss) attributable to commonstockholders:                                                                                                       |  |                       |   |                  |  |   |    |    |
| Net income (loss) asreported                                                                                                                               |  | $                          | 3,896  |                  |  | $      | (6,634  | )  |
| Add:Stock-based compensation costs included in reported net income (loss),net of $0 related tax effect for allperiods                                      |  |                       | 318    |                  |  |   | — |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of $0 related tax effect for allperiods |  |                       | (658   | )                |  |   | (931    | )  |
| Proforma netincome                                                                                                                                         |  | $                          | 3,556  |                  |  | $      | (7,565  | )  |
| Basicincome (loss) per share attributable to commonstockholders:                                                                                           |  |                       |   |                  |  |   |    |    |
| Net income(loss) per share asreported                                                                                                                      |  | $                          | 0.07   |                  |  | $      | (0.16   | )  |
| Proforma net income (loss) pershare                                                                                                                        |  | $                          | 0.07   |                  |  | $      | (0.18   | )  |
| Dilutedincome (loss) per share attributable to commonstockholders:                                                                                         |  |                       |   |                  |  |   |    |    |
| Net income(loss) per share asreported                                                                                                                      |  | $                          | 0.07   |                  |  | $      | (0.16   | )  |
| Proforma net income (loss) pershare                                                                                                                        |  | $                          | 0.07   |                  |  | $      | (0.18   | )  |
|                                                                                                                                                            |

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Derivative Financial Instruments indexedto, and Settled in our Stock

For derivative financialinstruments indexed to, and   settled in our stock, we follow theaccounting as specified in EITF Issue No.   00-19"Derivative Financial Instruments Indexed to, andPotentially Settled in, a Company's OwnStock".   Under this  pronouncement,for  instruments that meet certain criteria, the instrument isvalued at fair value on the day it is created and is not marked tomarket in subsequent periods.   The instrument is recorded in thestockholders' equity section of the balance sheet under thecaption "Equity Derivatives".   TheInvestor Agreement and Option Agreement, entered into as part of theSprint Transaction, created instruments that qualified for thisaccounting treatment as proscribed under EITF Issue No. 00-19 (See Note6 – Stockholders' Equity).

New AccountingPronouncements

In December 2004, the FASB issued SFAS No.123(R) Share-Based Payment, which is a revision to SFAS No. 123,Accounting for Stock-Based Compensation. Generally, the approachin the new pronouncement is similar to the approach described in SFASNo. 123. However, SFAS No. 123(R) would require all share-basedpayments to employees, including grants of employee stock options, tobe recognized in the income statement based on their fair values at thedate of grant, beginning with the first interim or annual reportingperiod of the first fiscal year beginning on or after June 15, 2005.The pronouncement is effective for us as of January 1, 2006. As of therequired effective date, we will apply this Statement using a modifiedversion of prospective application. Under that transition method,compensation cost for the portion of awards for which the requisiteservice has not yet been rendered, and that are outstanding as of therequired effective date, shall be recognized as the service is renderedbased on the grant date fair value of those awards calculated underSFAS No. 123. We have not yet determined the effect of the new standardon our financial statements.

In March 2005, the FASB issued FASBInterpretation No. 47 Accounting for Conditional Asset RetirementObligations. This interpretation clarifies that the term"conditional asset retirement obligation" asused in SFAS No. 143, Accounting for Asset Retirement Obligations,refers to a legal obligation to perform an asset retirementactivity in which the timing and (or) method of settlement areconditional on a future event that may or may not be within the controlof the entity. The obligation is unconditional even though uncertaintyexists about the timing and (or) method of settlement. Thisinterpretation is effective for us as of January 1, 2006. We have notyet determined the effect of this new interpretation on our financialstatements.

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4.    Debt

Ouroutstanding debt as of March 31, 2005 and December 31, 2004 consists ofthe following (inthousands):

|                                                                                                                                                                                                                                                                                                                             |  |               |         |                  |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------|---------|------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                                                                                                                                                        |  | March31, 2005 |         | December 31,2004 |
|                                                                                                                                                                                                                                                                                                                        |  | (unaudited)   |         |             |
| February2004 mortgage loan, weighted average interest rate of approximately5.0% secured by first priority mortgage liens on certain sites,monthly principal and interest installments of approximately $2.4million beginning March 2004. Contractual maturity date of January2029, anticipated maturity date of January2009 |  | $             | 409,998 |             |  | $      | 411,909 |    |
| December 2004mortgage loan, weighted average interest rate of approximately4.7%, secured by first priority mortgage liens on substantiallyall tangible assets of Pinnacle Towers Acquisition LLC and itssubsidiaries, monthly interest-only installments beginning January2005, contractual maturity date of December2009   |  |          | 293,825 |             |  |   | 293,825 |    |
| Revolvingcredit agreement, interest at a variable rate of LIBOR plus1.75% to 3.0% or the lender's base rate plus0.75% to 2.0%, secured by a pledge of Global SignalOP's assets, maturity date of December2005                                                                                                               |  |          | 51,917  |             |  |   | — |    |
| Capital leaseobligations, interest rate fixed at 9.7%, secured by theunderlying capital assets, with monthly principal installmentsbeginning April2004                                                                                                                                                                      |  |          | 1,318   |             |  |   | 1,186   |    |
|                                                                                                                                                                                                                                                                                                                        |  |          | 757,058 |             |  |   | 706,920 |    |
| Less:Notes payable and current portion of long-termdebt                                                                                                                                                                                                                                                                     |  |          | (60,388 | )           |  |   | (8,268  | )  |
|                                                                                                                                                                                                                                                                                                                        |  | $             | 696,670 |             |  | $      | 698,652 |    |
|                                                                                                                                                                                                                                                                                                                             |

Thefollowing table shows the maturities of long-term debt for the fourtwelve month periods after March 31, 2005 (inthousands):

|                                     |  |        |         |        |  |  |
|-------------------------------------|--|--------|---------|--------|--|--|
| Forthe twelve months ended March31, |  |
| 2006                                |  | $      | 60,388  |   |
| 2007                                |  |   | 9,013   |   |
| 2008                                |  |   | 9,154   |   |
| 2009                                |  |   | 678,503 |   |
|                                |  | $      | 757,058 |   |
|                                     |

TheFebruary 2004 Mortgage Loan

On February 5, 2004, our largestoperating subsidiary based on revenues for 2004, Pinnacle Towers LLC(known as Pinnacle Towers Inc. at the time) and thirteen of its directand indirect subsidiaries issued a $418.0 million mortgage loan to anewly formed trust, Global Signal Trust I ("February 2004mortgage loan"). The Trust then issued an identical amountof commercial mortgage pass-through certificates in a privatetransaction. We have continued to consolidate our subsidiaries, buthave not consolidated the Trust in our financial statements. The netproceeds from the February 2004 mortgage loan were used to repay thethen outstanding borrowings under our old credit facility of $234.4million, to fund a $142.2 million special distribution to ourstockholders, to fund $4.6 million of restricted cash into animposition reserve which was required to be escrowed in connection withour securitization transaction and February 2004 mortgage loan andrelates to taxes, insurance and rents, and the remaining $15.9 millionwas available to fund operations.

The principal amount of theFebruary 2004 mortgage loan is divided into seven tranches, each havinga different level of seniority. Interest accrues on each tranche at afixed rate per annum. As of March 31, 2005, the weighted averageinterest rate on the various tranches was approximately 5.0%.The February 2004 mortgage loan is secured by mortgages, deeds oftrust, deeds to secure debt and first priority mortgage liens on morethan 1,100 of the communications sites of Pinnacle Towers LLC

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and its thirteen direct and indirectsubsidiaries. The February 2004 mortgage loan requires monthly paymentsof principal and interest calculated based on a 25-year amortizationschedule through January 2009 (the "Anticipated RepaymentDate"). If the February 2004 mortgage loan is not repaidin its entirety by the Anticipated Repayment Date, the interest rate onthe February 2004 mortgage loan increases by the greater of 5.0%or a U.S. Treasury-based index, and substantially all of theborrower's excess cash flows from operations are utilized torepay outstanding amounts due under the February 2004 mortgageloan.

On a monthly basis, the excess cash flows from thesecuritized entities, after the payment of principal, interest,reserves and expenses, are distributed to us. The February 2004mortgage loan requires us to maintain a minimum debt service coverageratio ("DSCR") defined as the preceding 12months of net cash flow, as defined in the February 2004 mortgage loan,divided by the amount of principal and interest payments required underthe February 2004 mortgage loan in the next 12 months, of 1.45 times.Net cash flow, as defined in the February 2004 mortgage loan, withrespect to Pinnacle Towers LLC and its 13 direct and indirectsubsidiaries, is approximately equal to gross margin minus capitalexpenditures made for the purpose of maintaining our sites, minus10% of revenue. If the DSCR falls below 1.45 times, the excesscash flows from the securitized entities are escrowed until the DSCRexceeds 1.45 times for two consecutive quarters, at which time thepreviously escrowed excess cash flows are released to us. If the DSCRfalls below 1.2 times, all excess cash flows, including amountspreviously escrowed, are used to repay outstanding principal due underthe February 2004 mortgage loan. The February 2004 mortgage loan alsorestricts our ability to incur unsecured indebtedness withoutconfirmation from the rating agencies that such indebtedness will notimpact the February 2004 mortgage loan rating. Because the February2004 mortgage loan has covenants which require our subsidiaries tomaintain certain financial ratios, these covenants could indirectlylimit our subsidiaries' ability to pay dividends to us.

Wemay not prepay the February 2004 mortgage loan in whole or in part atany time prior to February 5, 2006, the second anniversary of theclosing date, except in limited circumstances (such as the occurrenceof certain casualty and condemnation events relating to thecommunications sites securing the February 2004 mortgage loan).Thereafter, prepayment is permitted provided it is accompanied by anyapplicable prepayment consideration. If the prepayment occurs withinthree months of the January 2009 monthly payment date, no prepaymentconsideration is due.

The February 2004 mortgage loan documentsinclude covenants customary for mortgage loans subject to ratedsecuritizations. Among other things, the borrowers are prohibited fromincurring additional indebtedness or further encumbering their assets.In addition, so long as the tangible assets of the borrowers representat least 25% of the total tangible assets of Global Signal Inc.,it will be an event of default under the February 2004 mortgage loan ifGlobal Signal Inc. incurs any unsecured indebtedness for borrowed moneywithout confirmation from the rating agencies that rated the commercialmortgage pass-through certificates that none of the ratings will beadversely affected.

The December 2004 Mortgage Loan

OnDecember 7, 2004, our subsidiary, Pinnacle Towers Acquisition HoldingsLLC and five of its direct and indirect subsidiaries issued a $293.8million mortgage loan to a newly formed trust, Global Signal Trust II("December 2004 mortgage loan"). The Trustthen issued an identical amount of commercial mortgage pass-throughcertificates in a private transaction. We have continued to consolidateour subsidiaries, but have not consolidated the Trust in our financialstatements. The net proceeds of the December 2004 mortgage loan wereused primarily to repay the $181.7 million of then outstandingborrowings under our credit facility and to partially fund a $120.7million site acquisition reserve account to be used to acquireadditional qualifying wireless communications sites over the six-monthperiod following the December 2004 closing. Under our December 2004mortgage loan, we are required to prepay the loan plus applicableprepayment penalties with funds in our acquisition reserve account tothe extent such funds are not used to acquire additional qualifyingwireless communications sites during the six month period following theclosing of the loan. As of March 31, 2005, $26.3 million remained inthe acquisition reserve account, which is included in restricted cashin the accompanying consolidated balance sheet, pending its investmentin qualifying wireless 

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communication sites. The site acquisitionreserve account was reduced to $0.6 million as of April 29, 2005 due toadditional acquisition investments.

The principal amount of theDecember 2004 mortgage loan is divided into seven tranches, each havinga different level of seniority. Interest accrues on each tranche at afixed rate per annum. As of March 31, 2005, the weighted averageinterest rate on the various tranches was approximately 4.74%.The December 2004 mortgage loan requires monthly payments of interestuntil its maturity in December 2009 when the unpaid principal balancewill be due. The December 2004 mortgage loan is secured by, among otherthings, (1) mortgage liens on the borrowers' interests (fee,leasehold or easement) in substantially all of their wirelesscommunications sites, (2) a security interest in substantially all ofthe borrowers' personal property and fixtures and (3) a pledge ofthe capital stock (or equivalent equity interests) of each of theborrowers (including a pledge of the capital stock of Pinnacle TowersAcquisition Holdings LLC from its direct parent, Global Signal HoldingsIII LLC).

On a monthly basis, the excess cash flows from thesecuritized entities, after the payment of principal, interest,reserves and expenses, are distributed to us. If the debt servicecoverage ratio ("DSCR"), defined in theDecember 2004 mortgage loan as the net cash flow for the sites for theimmediately preceding twelve calendar month period divided by theamount of principal and interest that we will be required to pay overthe succeeding twelve months on the December 2004 mortgage loan, as ofthe end of any calendar quarter falls to 1.30 times or lower, then allexcess cash flow will be deposited into a reserve account instead ofbeing released to us. The funds in the reserve account will not bereleased to us unless the DSCR exceeds 1.30 times for two consecutivecalendar quarters. If the DSCR falls below 1.15 times as of the end ofany calendar quarter, then all funds on deposit in the reserve accountalong with future excess cash flows will be applied to prepay theDecember 2004 mortgage loan.

We may not prepay the December 2004mortgage loan in whole or in part at any time prior to December 7,2006, the second anniversary of the closing date, except in limitedcircumstances (such as the occurrence of certain casualty andcondemnation events relating to the communications sites securing theDecember 2004 mortgage loan). Thereafter, prepayment is permittedprovided it is accompanied by any applicable prepayment consideration.If the prepayment occurs within three months of the December 2009monthly payment date, no prepayment consideration is due.

TheDecember 2004 mortgage loan documents include covenants customary formortgage loans subject to rated securitizations. Among other things,the borrowers are prohibited from incurring additional indebtedness orfurther encumbering their assets.

Revolving CreditAgreement

On December 3, 2004, Global Signal OP entered into a364-day $20.0 million revolving credit facility pursuant to a revolvingcredit agreement which we refer to as the Revolving Credit Agreement,with Morgan Stanley Asset Funding Inc. and Bank of America, N.A. toprovide funding for working capital and other corporate purposes. OnFebruary 9, 2005, Global Signal OP amended and restated the RevolvingCredit Agreement with Morgan Stanley Asset Funding Inc. and Bank ofAmerica, N.A., to provide an additional $50.0 million term loanfacility in connection with the Sprint Transaction (see Note 11 –Acquisitions). On February 14, 2005, the full amount of the term loanwas posted as a deposit, as required by the Agreement to Lease from theSprint Transaction. At March 31, 2005, we had $50.0 million outstandingunder the term loan and $1.9 million outstanding under the revolvingcredit facility portion of the Revolving Credit Agreement. On April 15,2005, we amended and restated the Revolving Credit Agreement to providean additional $25.0 million multi-draw term loan to be used for feesand expenses incurred in connection with the Sprint Transaction.Amounts available under the revolving credit facility are reduced to$15.0 million upon the earlier of June 3, 2005 or the completion ofcertain equity issuances by us in excess of $5.0 million (excluding anyequity issuances by us in connection with the Sprint Transaction,including the equity offering discussed in Note 7 – Common StockOffering, or as a result of the exercise of options or warrantsoutstanding as of February 9, 2005).

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Interest on the $20.0 million revolvingportion of this credit facility is payable, at Global Signal OP'soption, at either the LIBOR plus 3.0% or the bank's baserate plus 2.0%. On March 31, 2005, the interest rates on theindividual draws on the Revolving Credit Agreement averaged5.86%. Interest on the term loans under the Revolving CreditAgreement is payable at our option at either, LIBOR plus 1.75%or the bank's base rate plus 0.75%. On March 31, 2005, theterm loan portion of the Revolving Credit Agreement interest rate was5.93%.

In connection with the Sprint Transaction, weexpect to repay and terminate the $50.0 million and $25.0 million termloans. As a result, we will write-off as a loss on early extinguishmentof debt any unamortized deferred debt issuance costs associated withthe term loans.

The revolving credit facility, through theRevolving Credit Agreement and the related ancillary documentation,contains covenants and restrictions customary for a facility of thistype including a limitation on our consolidated indebtedness atapproximately $1.0 billion and a requirement to limit our ratio ofconsolidated indebtedness to consolidated EBITDA, as defined in theloan document, to 7.0 to 1.0. The limitations on consolidatedindebtedness will be increased to approximately $1.8 billion and theratio to 7.65 to 1.0 upon consummation of the bridge financing for theSprint Transaction. The Revolving Credit Agreement continues to beguaranteed by us, Global Signal GP, LLC and certain subsidiaries ofGlobal Signal OP. It is secured by a pledge of Global Signal OP'sassets, including a pledge of 65% of its interest in our UnitedKingdom subsidiary, 100% of its interest in certain otherdomestic subsidiaries, a pledge by us and Global Signal GP, LLC of ourinterests in Global Signal OP, and a pledge by us of 65% of ourinterest in our Canadian subsidiary. The term loans must be repaid onthe earlier of (1) August 14, 2005, (2) the date that we receive arefund of the deposit from Sprint under the Agreement to Lease, or (3)the date of the closing of the Sprint Transaction.

AcquisitionCredit Facility

As of April 25, 2005, our wholly ownedsubsidiary, Global Signal Acquisitions LLC, or Global SignalAcquisitions, entered into a 364-day $200.0 million credit facility,which we refer to as the acquisition credit facility, with MorganStanley Asset Funding Inc. and Bank of America, N.A. to provide fundingfor the acquisition of additional communications sites. The acquisitioncredit facility is guaranteed by Global Signal OP and futuresubsidiaries of Global Signal Acquisitions. Moreover, it is secured bysubstantially all of Global Signal Acquisitions' tangible andintangible assets and by a pledge of Global Signal OP's equityinterest in Global Signal Acquisitions. In addition, we have agreed toenter into a guarantee agreement with respect to the acquisition creditfacility, and to secure that guarantee by a pledge of our equityinterest in Global Signal OP, no later than May 16, 2005. We intend tofund future acquisitions with this credit facility along with a portionof the net proceeds from the common stock offering described above andincremental equity offerings, and for a short period of time may fund100% of the purchase price of acquisitions with the acquisitioncredit facility. The level of borrowings is limited based on aborrowing base.

Borrowing under the acquisition credit facilitywill bear interest at our option at either the Eurodollar rate plus1.5% or the bank's base rate plus approximately1.25% provided the loan balance is equal to or lower than68% of the acquisition price (as defined therein) of towersowned, leased or managed by Global Signal Acquisitions, from time totime. If the loan balance is higher than 68% of the aggregateacquisition price of towers owned, leased or managed by Global SignalAcquisitions, from time to time, then borrowings under the acquisitioncredit facility will bear interest at our option at either theEurodollar rate plus 2.0% or the bank's base rate plusapproximately 1.75%.

In connection with the closing ofthe acquisition credit facility, we paid an origination fee of0.375% of the $200.0 million commitment and agreed to pay toMorgan Stanley Asset Funding Inc. and Bank of America, N.A. an exit feeof 0.375% of the principal amount of the loans under theacquisition credit facility in connection with any refinancing of suchborrowings. In addition, to the extent the principal amount ofborrowings related to an acquisition of towers to be owned, leased ormanaged exceeds 68% of the acquisition price thereof, we will berequired to pay an additional origination fee to Morgan Stanley AssetFunding Inc. and Bank of America, N.A. in an amount equal to0.125% of the amount borrowed for such acquisition and anadditional exit fee in the amount of 

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0.125% of the amount borrowed for suchacquisition in connection with the refinancing of such borrowings. Anyexit fees shall be credited against fees payable to each of MorganStanley and Bank of America, N.A. if they are offered the position ofco-lender with respect to refinancing of the acquisition creditfacility. The acquisition credit facility contains typicalrepresentations and covenants for facilities of thistype.

5.    Interest Rate Swap Agreements

December2003 Swap

On December 11 2003, in anticipation of the issuanceof the February 2004 mortgage loan, we entered into a forward-startinginterest rate swap agreement ("December 2003swap") with Morgan Stanley as the counterparty to hedgethe variability of future interest payments under the anticipatedFebruary 2004 mortgage loan. Under the December 2003 swap, we agreed topay Morgan Stanley a fixed rate of 3.816% on a notional amountof $400.0 million for five years beginning in March 2004 in exchangefor receiving floating payments based on three month LIBOR on thenotional amount for the same five-year period. The December 2003 swaprequired us to begin making monthly payments to the counterparty equalto the difference between 3.816% and the then current threemonth LIBOR rate, which was 1.15% on December 31, 2003, on thenotional amount of $400.0 million. The December 2003 swap wasterminated in connection with the issuance of the February 2004mortgage loan on February 5, 2004 at a cost of $6.2 million which wasrecorded as part of other comprehensive income and is being amortizedas interest expense using the effective interest method over fiveyears, the expected life of the February 2004 mortgage loan. Theeffective interest rate on the mortgage loan, including the cost ofterminating the interest rate swap and the amortization of deferreddebt issuance costs, is approximately 6.0%. For the three monthsended March 31, 2005 and 2004, amortization of $0.3 million and $0.1million, respectively, was recorded as interest expense.

March2004 and August 2004 Swaps

On March 26, 2004, in anticipationof a future financing, we entered into four forward-starting interestrate swaps with Morgan Stanley as counterparty to hedge the variabilityof future interest rates on the financing. Under the interest rateswaps, we agreed to pay the counterparty a fixed interest rate of3.416% on a total notional amount of $200.0 million beginning inOctober 2004 through April 2009 in exchange for receiving three monthLIBOR on the same notional amount for the same period.

On August27, 2004, in anticipation of a future financing, we entered into twoadditional forward-starting interest rate swaps with Morgan Stanley ascounterparty to hedge the variability of future interest rates on thefinancing. Under the interest rate swaps, we agreed to pay thecounterparty a fixed interest rate of 3.84% on a total notionalamount of $100.0 million beginning in October 2004 through April 2009in exchange for receiving three month LIBOR on the same notional amountfor the same period.

Concurrent with the pricing of the December2004 mortgage loan, we terminated our six interest rate swaps andreceived a net payment of $2.0 million which was recorded as part ofother comprehensive income and which is being amortized as a reductionof interest expense using the effective interest method over fiveyears, the expected life of the December 2004 mortgage loan. Becausethe $300.0 million total notional value of the six interest rate swapsexceeded the $293.8 million principal amount of the December 2004mortgage loan, one of the swaps was no longer effective and we expensedapproximately $40,000 as additional interest expense, related to thefair market value of one of our August 2004 swaps, during the fourthquarter of 2004**.** The effective interest rate on the mortgageloan, including the cost of terminating the interest rate swap and theamortization of deferred debt issuance costs, is approximately4.9%. For the three months ended March 31, 2005, amortization of$0.1 million was recorded as an offset to interestexpense.

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2005 Interest Rate Swaps

OnJanuary 11, 2005, in anticipation of the issuance of interim bridgefinancing and later a third mortgage loan to finance the acquisition ofadditional wireless communication towers we expect to acquire during2005, we entered into six additional forward-starting interest rateswaps agreements with Morgan Stanley as counterparty to hedge thevariability of future interest rates on our anticipated mortgagefinancing. Under the interest rate swaps, we agreed to pay thecounterparty a weighted average fixed interest rate of 4.403% ona total notional amount of $300.0 million beginning on various datesbetween July 29, 2005 and November 30, 2005 and continuing throughSeptember 2010 with a mandatory termination date of January 31, 2006 inexchange for receiving floating payments based on three month LIBOR onthe same notional amounts for the same period. The January 2005interest rate swaps had a fair value of $2.9 million at March 31,2005.

On February 2, 2005, in connection with the SprintTransaction, we entered into eight additional forward-starting interestrate swap agreements with Bank of America, N.A. as counterparty, inanticipation of securing $750.0 million or more of bridge financing,which is expected to be replaced by a mortgage loan for a totalnotional value of $750.0 million. Under the interest rate swaps, weagreed to pay the counterparty a fixed interest rate of 4.303%on a total notional amount of $750.0 million beginning on June 1, 2005through December 1, 2010, with a mandatory termination date of March31, 2006, in exchange for receiving floating payments based onthree-month LIBOR on the same notional amount for the same period. TheFebruary 2005 interest rate swaps had a fair value of $8.9 million atMarch 31, 2005.

On March 21, 2005, in connection with the SprintTransaction and the $850.0 million bridge loan term sheet we executedon March 10, 2005, we entered into two additional forward-startinginterest rate swap agreements for a total notional amount of $100.0million with Bank of America, N.A. as counterparty. This brings thetotal notional amount of swap agreements related to financing theSprint Transaction to $850.0 million. These swap agreements are inanticipation of the Sprint Transaction bridge financing describedabove, which is expected to be replaced by a mortgage loan of at least$850.0 million. Under the interest rate swaps, we agreed to pay thecounterparty a fixed interest rate of 4.733% on the totalnotional amount of $100.0 million beginning June 1, 2005 throughDecember 1, 2010, with a mandatory maturity date of March 31, 2006, inexchange for receiving floating payments based on three-month LIBOR onthe same notional amount for the same period. The March 2005 interestrate swaps had a fair value of $(0.04) million at March 31,2005.

6.    Stockholders' Equity

Dividends

On March 30, 2005, our board of directors declared a dividend of$0.40 per share of our common stock for the three months ended March31, 2005, payable on April 21, 2005 to the stockholders of record as ofApril 11, 2005. The portion of this dividend which exceeded ourretained earnings as of March 31, 2005, $17.0 million, represents areturn of capital.

Equity Derivatives

On February 14,2005, in connection with the execution of the Sprint Transaction, weentered into an Investment Agreement (the "InvestmentAgreement") with (a) Fortress Investment Fund II LLC, aDelaware limited liability company ("FIFII"), an affiliate of our largest stockholder, Fortress;(b) various affiliates of our third largest stockholder, AbramsCapital, LLC ("Abrams"); and (c) variousaffiliates of Greenhill, our second largest stockholder. Greenhill,with FIF II and Abrams are referred to as the"Investors", and each individually as an"Investor".

Under the InvestmentAgreement, the Investors committed to purchase, at the closing of theSprint Transaction, up to $500.0 million of our Common Stock, par value$0.01 per share ("Common Stock") at a priceof $25.50 per share. The $500.0 million aggregate commitment from theInvestors will automatically be reduced by (1) the amount of netproceeds received by us pursuant to an 

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offering of our equity securities prior tothe closing of the Sprint Transaction (see Note 7 – Common StockOffering), and (2)  the amount of any borrowings in excess of$750.0 million outstanding prior to the closing of the SprintTransaction under any credit facility or similar agreements provided tous in connection with the Sprint Transaction (see Note 11 –Acquisitions, Sprint Transaction, Sprint Bridge Financing), providedthat the Investors' aggregate commitment will not be reducedbelow $250.0 million. As of May 9, 2005, we expect that we will onlysell the Investors $250.0 million of our Common Stock due to the publicoffering completed on that day and additional debt financing which hasbeen committed. Pursuant to the terms of the Investment Agreement, eachof FIF II, Abrams and Greenhill shall purchase such number of shares ofCommon Stock equal to 48%, 32% and 20%,respectively, of the total number of shares of Common Stock to bepurchased under the Investment Agreement. The purchase of the shares bythe Investors is conditioned upon the occurrence of the closing of theSprint Transactions, and will close simultaneously with the SprintTransaction. In the event an Investor fails to purchase the shares ofcommon stock it is obligated to purchase, the other Investors have theright, but not the obligation, to purchase such shares. This issuanceof these securities will be made pursuant to an exemption fromregistration provided by Section 4(2) of the Securities Act of 1933, asamended. The forward contract to sell up to $500.0 million of ourCommon Stock to the Investors had a negative fair value of $62.1million as of February 14, 2005. We estimated this fair value using ourstock price on the close of business immediately prior to the executionof this agreement compared to the $25.50 agreed-upon stock sale price.This amount has been reclassified from additional paid in capital andis included in equity derivatives within stockholders' equity inour balance sheet as of March 31, 2005.

In connection with theInvestment Agreement, the Investors agreed to issue to us, at theclosing of the Investment Agreement, a one-time option to purchase fromthe Investors a number of shares of Common Stock having a value equalto the difference between the total consideration paid by the Investorsfor the common stock at the closing of the Sprint Transactions and$250.0 million. This option would be issued by the Investors pursuantto an Option Agreement among the Investors and us. Pursuant to theOption Agreement, we would have the right to purchase the shares at aprice per share of $26.50. The option would immediately vest uponissuance at the closing and would expire six months and one day afterthe closing of the Sprint Transactions. If we were to exercise theoption, we would purchase shares from each Investor in proportion tothat Investor's participation in the Investment Agreement setforth above. We will only sell $250.0 million of our Common Stock tothe Investors and as such, we do not expect the option will be issued.The option to purchase the shares issued to the Investors had a fairvalue of $37.8 million as of February 14, 2005. We estimated this fairvalue using a binomial model, utilizing our stock price on the close ofbusiness immediately prior to the execution of this agreement and otherinputs based on the volatility of our stock price over the past eightmonths. This amount has been reclassified to additional paid-in capitaland is included in equity derivatives within stockholders' equityin our balance sheet as of March 31, 2005.

7.    Common StockOffering

On May 3, 2005 the Securities and Exchange Commissiondeclared our Registration Statement on Form S-11 under the SecuritiesAct of 1933 effective, whereby we offered for sale an additional6,325,000 shares of our common stock, inclusive of theunderwriters' overallotment option. This offering was consummatedon May 9, 2005 at an offering price to the public of $30.70 per share,which generated proceeds of $183.0 million, net of underwriters'commissions, discounts and estimated offering costs, for us. We used aportion of the net proceeds to repay $55.0 million of outstandingborrowings on the term loans under our Revolving Credit Agreement. Thiswill also terminate our ability to make future draws under the termloan portions. As a result, we will write off as a loss on earlyextinguishment of debt the unamortized deferred financing cost ofapproximately $0.3 million in our second quarter of 2005. In addition,we expect to use approximately $82.0 million to finance a portion ofthe up front rental payment to be paid in connection with the SprintTransaction and the remaining $46.0 million will be used for workingcapital and other general corporate purposes, which may include futureacquisitions.

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8.    Discontinued Operations

As a part of our ongoing operational reviews, we make decisions todivest ourselves of under-performing tower sites including one and 18tower sites in the three months ended March 31, 2005 and 2004,respectively. The operations related to each of these assets were soldor liquidated by March 31, 2005 except for 44 under-performing sitesthat were held for disposal by sale at March 31, 2005. During the threemonths ended March 31, 2005 and 2004, no impairment charges wererecognized on our underperforming sites.

In accordance with SFASNo. 144, Accounting for the Impairment or Disposal of Long-LivedAssets, we classified the operating results of these assets asdiscontinued operations in the accompanying consolidated financialstatements and all prior periods have been classified to conform to thecurrent quarter's presentation with respect to these assets.

Results of operations for these discontinued assets for the threemonths ended March 31, 2005 and 2004 are as follows (inthousands):

|                                                                |  |                            |      |                       |  |        |      |         |  |  |
|----------------------------------------------------------------|--|----------------------------|------|-----------------------|--|--------|------|---------|--|--|
|                                                           |  | ThreeMonths Ended March31, |
|                                                           |  | 2005                       |      | 2004                  |
|                                                           |  | (unaudited)                |      | (unaudited)(restated) |
| Revenues                                                       |  | $                          | 294  |                  |  | $      | 738  |    |
| Directoperatingexpenses                                        |  |                       | (378 | )                |  |   | (782 | )  |
| Resultsof operations                                           |  |                       | (84  | )                |  |   | (44  | )  |
| Gain (loss)recognized upon sale of assets of discontinuedsites |  |                       | (6   | )                |  |   | 63   |    |
| Income(loss) from discontinuedoperations                       |  | $                          | (90  | )                |  | $      | 19   |    |
|                                                                |

Thefollowing is a summarized balance sheet presenting the carrying amountsof major classes of assets and liabilities related to discontinuedoperations as of March 31, 2005 and December 31, 2004 (inthousands):

|                     |  |              |         |                 |  |        |         |        |  |  |
|---------------------|--|--------------|---------|-----------------|--|--------|---------|--------|--|--|
|                |  | March31,2005 |         | December31,2004 |
|                |  | (unaudited)  |         |            |
| Fixedassets, net    |  | $            | 202     |            |  | $      | 225     |   |
| Otherassets         |  |         | — |            |  |   | — |   |
| Assets held forsale |  | $            | 202     |            |  | $      | 225     |   |
| Otherliabilities    |  | $            | — |            |  | $      | — |   |
|                     |

Assetsheld for sale are included in fixed assets, net in the condensedconsolidated balance sheets for all periods presented.

15

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9.    Income Per Share

Thefollowing table sets forth the computation of basic and diluted incomeper share of common stock (in thousands, except per sharedata):

|                                                                                  |  |                            |        |                       |  |        |         |         |  |  |
|----------------------------------------------------------------------------------|--|----------------------------|--------|-----------------------|--|--------|---------|---------|--|--|
|                                                                             |  | ThreeMonths Ended March31, |
|                                                                             |  | 2005                       |        | 2004                  |
|                                                                             |  | (unaudited)                |        | (unaudited)(restated) |
| Numerator:                                                                       |  |                       |   |                  |  |   |    |    |
| Netincome(loss)                                                                  |  | $                          | 3,896  |                  |  | $      | (6,634  | )  |
| Denominator:                                                                     |  |                       |   |                  |  |   |    |    |
| Denominatorfor basic income per share — Weighted average sharesoutstanding |  |                       | 52,100 |                  |  |   | 41,058  |    |
| Less:Non-vested sharesissued                                                     |  |                       | (78    | )                |  |   | — |    |
| Denominatorfor basic income per share — adjusted weightedaverage           |  |                       | 52,022 |                  |  |   | 41,058  |    |
| Effect ofdilutivesecurities                                                      |  |                       | 1,913  |                  |  |   | — |    |
| Denominatorfor diluted income per share — adjusted weightedaverage         |  |                       | 53,935 |                  |  |   | 41,058  |    |
| Basicincome (loss) per commonshare                                               |  |                       |   |                  |  |   |    |    |
| Income(loss) from continuingoperations                                           |  | $                          | 0.08   |                  |  | $      | (0.17   | )  |
| Income(loss) from discontinuedoperations                                         |  |                       | (0.01  | )                |  |   | 0.00    |    |
| Gain (loss)on sale ofproperties                                                  |  |                       | (0.00  | )                |  |   | 0.01    |    |
| Netincome(loss)                                                                  |  | $                          | 0.07   |                  |  | $      | (0.16   | )  |
| Dilutedincome (loss) per commonshare                                             |  |                       |   |                  |  |   |    |    |
| Income (loss) fromcontinuingoperations                                           |  | $                          | 0.07   |                  |  | $      | (0.17   | )  |
| Income(loss) from discontinuedoperations                                         |  |                       | (0.00  | )                |  |   | 0.00    |    |
| Gain (loss)on sale ofproperties                                                  |  |                       | (0.00  | )                |  |   | 0.01    |    |
| Netincome(loss)                                                                  |  | $                          | 0.07   |                  |  | $      | (0.16   | )  |
|                                                                                  |

Approximately3.4 million common shares issuable pursuant to outstanding stockoptions and warrants have been excluded from the calculation ofearnings per share for the three months ended March 31, 2004, as theireffect would have been antidilutive.

10.    ComprehensiveIncome (Loss)

Comprehensive income (loss) for the three monthsended March 31, 2005 and 2004 was $15.7 million and $(10.5) million,respectively. The difference between comprehensive income (loss) andnet income (loss), defined as other comprehensive income or loss, isprimarily related to the effect of our interest rate swaps (see Note 5– Interest Rate Swaps) and foreign currency translation gains andlosses. Other comprehensive income (loss) is comprised of the following(inthousands):

|                                                |  |                            |        |                       |  |        |        |         |  |  |
|------------------------------------------------|--|----------------------------|--------|-----------------------|--|--------|--------|---------|--|--|
|                                           |  | ThreeMonths Ended March31, |
|                                           |  | 2005                       |        | 2004                  |
|                                           |  | (unaudited)                |        | (unaudited)(restated) |
| Increase(decrease) in fair value ofderivatives |  | $                          | 11,703 |                  |  | $      | (4,321 | )  |
| Amortizationof other comprehensiveincome       |  |                       | 232    |                  |  |   | 139    |    |
| Currency translationadjustment                 |  |                       | (222   | )                |  |   | 340    |    |
| Othercomprehensive income(loss)                |  | $                          | 11,713 |                  |  | $      | (3,842 | )  |
|                                                |

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The components of accumulated othercomprehensive income (loss) were as follows at (inthousands):

|                                   |  |               |        |                  |  |        |        |         |  |  |
|-----------------------------------|--|---------------|--------|------------------|--|--------|--------|---------|--|--|
|                              |  | March31, 2005 |        | December 31,2004 |
|                              |  | (unaudited)   |        |             |
| Changein fair value ofderivatives |  | $             | 8,932  |             |  | $      | (3,004 | )  |
| Cumulativetranslationadjustments  |  |          | 1,562  |             |  |   | 1,785  |    |
|                              |  | $             | 10,494 |             |  | $      | (1,219 | )  |
|                                   |

11.    Acquisitions

Sprint Transaction

On February 14, 2005, we, SprintCorporation ("Sprint") and certain Sprintsubsidiaries (the "Sprint Contributors"),entered into an agreement to contribute, lease and sublease (the"Agreement to Lease"). Under the Agreement toLease, we have agreed to lease or, if certain required consents havenot been obtained, operate, for a period of 32 years over 6,600wireless communications tower sites and the related towers and assets(collectively, the "Sprint Towers") from oneor more newly formed special purpose entities of Sprint (collectively,"Sprint TowerCo"), under one or more masterleases for which we agreed to pay an upfront payment of approximately$1.2 billion as prepaid rent (the "Upfront RentalPayment"), subject to certain conditions, adjustments andpro-rations (the "Sprint Transaction"). Theclosing of the Sprint Transaction is expected to occur toward the endof the second quarter of 2005. Certain Sprint entities will share spaceon approximately 6,400 of the Sprint Towers (as discussed below), andthe Sprint Towers have over 5,600 collocation leases with otherwireless tenants and substantially all of the revenues are derived fromwireless telephony tenants. We will account for this transaction as acapital lease reflecting the substance similar to an acquisition.

Upon the signing of the Agreement to Lease, we placed a $50.0million deposit in escrow. This deposit was funded by borrowings underthe Amended and Restated Revolving Credit Agreement described in Note 4– Debt. If the closing of the Sprint Transaction occurs, thedeposit and earnings thereon will be credited against the UpfrontRental Payment. If, however, the closing of the Sprint Transaction doesnot occur as a result of our material breach, or in the event that weare unable to obtain the funds necessary to close the SprintTransaction, then Sprint will be entitled to retain the deposit.

The Agreement to Lease also contains various covenants, including,but not limited to, (a) covenants by us to use commercially reasonableefforts to obtain certain consents and to enter into agreements withrespect to the financing needed to consummate the Sprint Transactionand (b) covenants by Sprint to conduct its business pending closing ofthe Sprint Transaction in the ordinary course and not to solicit anysubmissions, or engage in any discussions with any third party, withrespect to any proposal for the acquisition or lease of the SprintTowers. In addition, both parties covenant to use their respectivecommercially reasonable efforts to close the Sprint Transaction.

Sprint has agreed to indemnify us (including our officers, directorsand affiliates) for any losses related to (i) a breach of a Sprintrepresentation, (ii) a breach of a Sprint covenant, (iii) any taxes ofSprint or Sprint TowerCo created in connection with the Agreement toLease (other than those which we expressly assume), and (iv) the assetsand liabilities of Sprint specifically excluded in the Agreement toLease. We have agreed to indemnify Sprint (including its officers,directors and affiliates) for any losses related to (i) a breach of anyof our representations, (ii) a breach of any of our covenants, and(iii) any failure by us to discharge the liabilities we assume inconnection with the Sprint Transaction. We and Sprint have agreed that,subject to certain exceptions, neither party shall make any indemnityclaim for any individual loss related to a breach of a representationthat is less than $15,000 unless and until all indemnifiable losses,irrespective of amount, related to breaches of representations exceed$10.0 million, in the aggregate.

The Agreement to Lease containscertain other customary covenants and agreements, including terminationrights for each of Sprint and us, including the right of either partyto terminate if the 

17

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closing does not occur within 180 days ofsigning. In the event that we do not meet certain milestones inobtaining certain consents, Sprint may have additional terminationrights; however, we may be able to extend such milestones and/or waivethe consent requirements and proceed to closing.

SprintMaster Lease

At the closing of the Sprint Transaction, theSprint TowerCo will enter into a Master Lease and Sublease with one ormore special purpose entities (collectively,"Lessee") created by us (the"Master Lease"). The term of the Master Leasewill expire in 2037 and there are no contractual renewal options.Except for the Upfront Rental Payment, the Lessee will not be requiredto make any further payments to the Sprint TowerCo for the right tolease or operate the Sprint Towers during the term of the Master Lease.The Sprint Contributors currently lease the ground under substantiallyall of the Sprint Towers from third parties and the Lessee will assumeall of the Sprint Contributors' obligations that arise under theSprint Towers ground leases post closing. Additionally, the Lessee willbe required to pay all costs of operating the Sprint Towers as well asan agreed upon amount for real and personal property taxes attributableto the Sprint Towers. During the period commencing one year prior tothe expiration of the Master Lease and ending 120 days prior to theexpiration of the Master Lease, the Lessee will have the option topurchase all (but not less than all) of the Sprint Towers then leasedfor approximately $2.3 billion, subject to adjustment, based on a finalappraisal of the Sprint Towers to be completed prior to closing of theSprint Transaction.

The Lessee will be entitled to all revenuefrom the Sprint Towers leased or operated by it during the term of theMaster Lease, including amounts payable under existing Sprint Towerscollocation agreements with third parties. In addition, under theMaster Lease, Sprint entities that are part of Sprint's wirelessdivision have agreed to sublease or otherwise occupy collocation space(the "Sprint Collocation Agreement") atapproximately 6,400 of the Sprint Towers for an initial monthlycollocation charge of $1,400 per Sprint Tower (the "SprintCollocation Charge") for an initial period of ten years.The Sprint Collocation Charge is scheduled to increase each year,beginning January 2006, at a rate equal to the lesser of (i) 3%or (ii) the sum of 2% plus the increase in the Consumer PriceIndex during the prior year. After ten years, Sprint may terminate theSprint Collocation Agreement at any or all Sprint Towers; provided,however, that if Sprint does not exercise its termination right priorto the end of nine years at a Sprint Tower (effective as of the end ofthe tenth year), the Sprint Collocation Agreement at that Sprint Towerwill continue for a further five-year period. Sprint may, subsequent tothe ten-year initial term, terminate the Sprint Collocation Agreementas to any or all Sprint Towers upon the 15th, 20th, 25th, or 30thanniversary of the commencement of the Master Lease.

Subject toarbitration and cure rights of the Lessee's lender, in the eventof an uncured default under a ground lease, Sprint TowerCo mayterminate the Master Lease as to the applicable ground lease site. Inthe event of an uncured default with respect to more than 20% ofthe Sprint Towers during any rolling five-year period, and subject tocertain other conditions, Sprint TowerCo may terminate the entireMaster Lease.

We guarantee the full and timely payment andperformance and observance of all of the Lessee's terms,provisions, covenants and obligations under the Master Lease up to amaximum aggregate amount of $200 million.

Sprint InvestmentAgreement

On February 14, 2005, in connection with theexecution of the Sprint Transaction, we entered into an InvestmentAgreement (the "Investment Agreement") with(a) Fortress Investment Fund II LLC, a Delaware limited liabilitycompany ("FIF II"), an affiliate of ourlargest stockholder, Fortress; (b) various affiliates of our thirdlargest stockholder, Abrams Capital, LLC("Abrams"); and (c) various affiliates ofGreenhill, our second largest stockholder. Greenhill, with FIF II andAbrams are referred to as the "Investors",and each individually as an "Investor".

Under the Investment Agreement, the Investors committed to purchase,at the closing of the Sprint Transaction, up to $500.0 million of ourCommon Stock, par value $0.01 per share ("Common

18

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Stock") at a price of $25.50per share. The $500.0 million aggregate commitment from the Investorswill automatically be reduced by (1) the amount of net proceedsreceived by us pursuant to an offering of our equity securities priorto the closing of the Sprint Transaction (see Note 7 – CommonStock Offering), and (2)  the amount of any borrowings in excessof $750.0 million outstanding prior to the closing of the SprintTransaction under any credit facility or similar agreements provided tous in connection with the Sprint Transaction (see "SprintBridge Financing" below), provided that theInvestors' aggregate commitment will not be reduced below $250.0million. As of May 9, 2005, we expect that we will only sell theInvestors $250.0 million of our Common Stock due to the pending publicoffering and additional debt financing which has been committed.Pursuant to the terms of the Investment Agreement, each of FIF II,Abrams and Greenhill shall purchase such number of shares of CommonStock equal to 48%, 32% and 20%, respectively, ofthe total number of shares of Common Stock to be purchased under theInvestment Agreement. The purchase of the shares by the Investors isconditioned upon the occurrence of the closing of the SprintTransactions, and will close simultaneously with the SprintTransaction. In the event an Investor fails to purchase the shares ofcommon stock it is obligated to purchase, the other Investors have theright, but not the obligation, to purchase such shares. This issuanceof these securities will be made pursuant to an exemption fromregistration provided by Section 4(2) of the Securities Act of 1933, asamended.

Sprint Option Agreement

In connectionwith the Investment Agreement, the Investors agreed to issue to us, atthe closing of the Investment Agreement, a one-time option to purchasefrom the Investors a number of shares of Common Stock having a valueequal to the difference between the total consideration paid by theInvestors for the common stock at the closing of the SprintTransactions and $250.0 million. This option would be issued by theInvestors pursuant to an Option Agreement among the Investors and us.Pursuant to the Option Agreement, we would have the right to purchasethe shares at a price per share of $26.50. The option would immediatelyvest upon issuance at the closing and would expire six months and oneday after the closing of the Sprint Transactions. If we were toexercise the option, we would purchase shares from each Investor inproportion to that Investor's participation in the InvestmentAgreement set forth above. As discussed above, due to our expectationthat we will only sell $250.0 million of our Common Stock, we do notexpect the option will be issued.

Sprint BridgeFinancing

On February 8, 2005, we received a letter fromMorgan Stanley Asset Funding Inc., Bank of America, N.A. and Banc ofAmerica Securities LLC setting forth the terms on which they wouldprovide bridge financing of approximately $750.0 million to us for usein funding the Sprint Transaction. On March 10, 2005, we executed anon-binding term sheet with Morgan Stanley Asset Funding Inc. and Bancof America Securities LLC which increased the amount of bridgefinancing up to $850.0 million and provides for the following terms.The borrower is expected to be one or more newly created entities,under our direct or indirect control, that will own 100% of ourinterest in the Sprint Towers. The loan is expected to be secured by,among other things, the ownership interests in the borrower,borrower's leasehold and subleasehold interests (includingpurchase options) in the Sprint Towers, and an assignment of leases andrents. The loan is expected to have a term of 12 months after theclosing, and subject to compliance with certain conditions, twosix-month extensions at our option. During the first 12 months of theloan, the loan is expected to bear interest at 30-day LIBOR plus either1.5% or 1.75% per annum, depending on cash flows relatedto the Sprint Towers. In either case, the rate is expected to increaseby 0.25% upon the first extension and 0.75% upon thesecond, if such extension options are exercised. The loan is expectedto require an origination fee of 0.375% of the $775.0 millionloan amount and an extension fee in connection with each extensionoption of 0.25% of the loan amount. In addition, we expect to berequired under the facility to pay an exit fee under certaincircumstances. The loan is expected to contain customary events ofdefault including, bankruptcy of the borrower or the Company, change ofcontrol or cross default to other indebtedness of the Company.

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Other Acquisitions

On March 21,2005, we entered into an agreement to purchase 169 wirelesscommunications towers for approximately $56.2 million from Triton PCSHoldings, Inc. The transaction is expected to close in the second halfof 2005 and is subject to customary closing conditions. The towers areprimarily located in the Charlotte, Raleigh and Greensboro markets ofNorth Carolina, with additional sites located in North and SouthCarolina and Puerto Rico. All of the revenues on these towers arederived from wireless telephony tenants. As part of the transaction,Global Signal and Triton have agreed to enter into a 10-year masterlease agreement at an initial monthly rate of $1,850 for each of the169 towers, with three 5-year lease renewal options. Additionally, weobtained an exclusive option to acquire an additional 70 existingtowers owned by Triton, together with an option to acquire all newtowers constructed by Triton during a one-year period afterclosing.

We also acquired 95 other communications towers in 16unrelated transactions during the three months ended March 31, 2005 for$41.1  million, including fees and expenses, which were funded byproceeds from our December 2004 mortgage loan (see Note 4 –Debt). These towers are located primarily in the eastern, midwesternand southeastern United States and generated substantially all of theirrevenues from wireless telephony tenants. During the three months endedMarch 31, 2005, we acquired 18 parcels of land, eight in fee simpletitle, and ten under long-term easements, which we had previouslyleased from the sellers, for a total purchase price of $2.0million, including fees and expenses.

12.    Commitments andContingencies

Purchase Commitments

As of March 31,2005, we had an outstanding purchase agreement to acquire 169 towerassets from Triton PCS Holdings, Inc for a total estimated purchaseprice of $56.2 million, including estimated fees and expenses. FromApril 1, 2005 through April 29, 2005, we have entered into threeadditional asset purchase agreements, excluding the ForeSite agreementdescribed below, to acquire 14 tower assets from unrelated sellers, fora total estimated purchase price of $5.7 million, including estimatedfees and expenses of the purchases.

On April 14, 2005, weentered into an agreement to purchase 172 wireless communications sitesfor approximately $32.8 million, including estimated fees and expenses,from ForeSite LLC. The towers are located in Alabama, Georgia,Mississippi, Louisiana, Florida, Tennessee, and South Carolina.Revenues on these towers are derived 80% from wireless telephonytenants and 18% from public utility tenants. This transactionclosed on April 29, 2005 and was funded from our site acquisitionreserve account and from borrowings under the acquisition creditfacility (see Note 4 – Debt).

Earn Outs

A numberof our asset purchase agreements provide for additional monies to bepaid to the sellers based on future lease commencements during alimited period after the acquisition is completed, generally one yearor less. The amount of this contingent purchase price is not expectedto be material for the acquisitions we have closed during the yearended December 31, 2004 and the three months ended March 31, 2005. Asof March 31, 2005, we had no accruals for future contingentacquisitions payments as they were not yet earned; however, the maximumadditional contingent payments on closed acquisitions were $1.5 millionat both March 31, 2005 and December 31, 2004.

LegalMatters

We are involved in litigation incidental to the conductof our business. We believe that none of such pending litigation orunasserted claims of which we have knowledge, will have a materialadverse effect on our business, financial condition, results ofoperations or liquidity.

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Pending Tenant Lease Renewal

Weare currently in the process of negotiating a new lease with USAMobility for the sites under the Arch Lease, the lease originallyexecuted with Arch Wireless, one of the two companies which recentlymerged to form USA Mobility. While there can be no assurance that wewill be successful in finalizing the new Arch Lease prior to itsexpiration in May 2005, to the extent we do finalize a new Arch Lease,we would expect our monthly billing amount to be significantly reduced.In the three months ended March 31, 2005, we recognized $4.8 million ofrevenue from the Arch Lease. If we are unsuccessful in negotiating anew Arch Lease, the current Arch Lease will automatically convert to amonth-to-month lease with payments based on the actual number oftransmitters at our sites which will also result in a significantreduction in our monthly billings. As a result, we expect our revenuesfrom any renewal or extension of the Arch Lease to be significantlylower starting June 2005.

13.    Restatement of PreviouslyIssued Financial Statements

As previously disclosed in ourAnnual Report on Form 10-K for the year ended December 31, 2004, wehave restated the accompanying condensed consolidated statements ofoperations and cash flows for the three months ended March 31, 2004.The restatement adjustments reflected in the following table are asfollows:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correction of an error inthe recognition of additional ground lease and other subleased sitesrent expense on a straight-line basis over the initial term of thelease plus the future optional renewal periods where there isreasonable assurance that the lease will be renewed based on ourevaluation at the inception of the lease or our assumption of the leasedue to our acquisition of the related tower asset,and |

|              |                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correction of an error in theaccounting for the amortization of leasehold improvements (primarilywireless towers) to amortize such improvements over the lesser of theremaining term of the underlying ground lease or the estimated usefullife of the leasehold improvement. |

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The following table presents the impactof the restatement adjustments on the Company's previouslyreported results for the three months ended March 31, 2004 on acondensed consolidatedbasis:

|                                                                                                    |  |                                 |        |             |  |            |         |         |  |        |
|----------------------------------------------------------------------------------------------------|--|---------------------------------|--------|-------------|--|------------|---------|---------|--|--------|
|                                                                                               |  | ThreeMonths Ended March 31,2004 |
|                                                                                               |  | PreviouslyReported (1)          |        | Adjustments |  | AsRestated |
| **Condensed Statements ofOperations**                                                              |  |                            |   |        |  |       |    |    |  |   |   |   |
| Revenues                                                                                           |  | $                               | 43,091 |        |  | $          | — |    |  | $      | 43,091 |   |
| Directsite operating expenses, excluding impairment losses, depreciation,amortization andaccretion |  |                            | 13,062 |        |  |       | 584     |    |  |   | 13,646 |   |
| Grossmargin                                                                                        |  |                            | 30,029 |        |  |       | (584    | )  |  |   | 29,445 |   |
| Selling,general and administrative expenses, excluding non-cash stockbased compensationexpense     |  |                            | 6,558  |        |  |       | — |    |  |   | 6,558 |   |
| Statefranchise, excises and minimumtaxes                                                           |  |                            | 172    |        |  |       | — |    |  |   | 172 |   |
| Depreciationamortization andaccretion                                                              |  |                            | 11,834 |        |  |       | 513     |    |  |   | 12,347 |   |
| Non-cashstock-based compensationexpense                                                            |  |                            | 2,604  |        |  |       | — |    |  |   | 2,604 |   |
| Operatingincome                                                                                    |  |                            | 8,861  |        |  |       | (1,097  | )  |  |   | 7,764 |   |
| Interestexpense,net                                                                                |  |                            | 6,091  |        |  |       | — |    |  |   | 6,091 |   |
| Losson early extinguishment ofdebt                                                                 |  |                            | 8,449  |        |  |       | — |    |  |   | 8,449 |   |
| Otherexpenses                                                                                      |  |                            | 8      |        |  |       | — |    |  |   | 8 |   |
| Lossfrom continuing operations before income taxexpense                                            |  |                            | (5,687 | )      |  |       | (1,097  | )  |  |   | (6,784 | )  |
| Incometaxexpense                                                                                   |  |                            | 11     |        |  |       | — |    |  |   | 11 |   |
| Lossfrom continuingoperations                                                                      |  |                            | (5,698 | )      |  |       | (1,097  | )  |  |   | (6,795 | )  |
| Incomefrom discontinuedoperations                                                                  |  |                            | 19     |        |  |       | — |    |  |   | 19 |   |
| Lossbefore gain on sale ofproperties                                                               |  |                            | (5,679 | )      |  |       | (1,097  | )  |  |   | (6,776 | )  |
| Gainon sale ofproperties                                                                           |  |                            | 142    |        |  |       | — |    |  |   | 142 |   |
| Netincome(loss)                                                                                    |  | $                               | (5,537 | )      |  | $          | (1,097  | )  |  | $      | (6,634 | )  |
| Basicand diluted earnings (loss) pershare:                                                         |  |                            |   |        |  |       |    |    |  |   |   |   |
| Lossfrom continuingoperations                                                                      |  | $                               | (0.14  | )      |  | $          | (0.03   | )  |  | $      | (0.17 | )  |
| Incomefrom discontinuedoperations                                                                  |  |                            | 0.00   |        |  |       | — |    |  |   | 0.00 |   |
| Gainon sale ofproperties                                                                           |  |                            | 0.01   |        |  |       | — |    |  |   | 0.01 |   |
| Netloss                                                                                            |  | $                               | (0.13  | )      |  | $          | (0.03   | )  |  | $      | (0.16 | )  |
| Basicshares                                                                                        |  |                            | 41,058 |        |  |       | 41,058  |    |  |   | 41,058 |   |
| Dilutedshares                                                                                      |  |                            | 41,058 |        |  |       | 41,058  |    |  |   | 41,058 |   |
|                                                                                                    |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Amountsas previously reported for the three months ended March 31, 2004reflect the impact of changes in the site population included indiscontinued operations as of March 31, 2005 compared to March 31,2004. |

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ITEM2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS.

SAFEHARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF1995

Certain items in this Quarterly Report on Form 10-Q,and other information we provide from time to time may constituteforward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995 including, but not necessarily limitedto, statements relating to our ability to deploy capital, closeaccretive acquisitions, close acquisitions under letters of intent, payor grow dividends, generate growth organically or through acquisitions,secure financing, and increase revenues, earnings, Adjusted EBITDAand/or Adjusted Funds From Operations, add telephony tenants andstatements relating to the final cost of the Sprint transaction(including fees and expenses), and how the proceeds of futurefinancings will be used. Forward-looking statements are generallyidentifiable by use of forward-looking terminology such as"may," "will,""should,""potential,""intend," "expect,""endeavor," "seek,""anticipate,""estimate,""overestimate,""underestimate,""believe," "could,""would," "project,""predict,""continue" or other similar words orexpressions. Forward looking statements are based on certainassumptions or estimates, discuss future expectations, describe futureplans and strategies, contain projections of results of operations orof financial condition or state other forward-looking information. Ourability to predict results or the actual effect of future plans orstrategies is inherently uncertain. Factors which could have a materialadverse effect on our operations and future prospects or which couldcause events or circumstances to differ from the forward-lookingstatements include, but are not limited to, failure to close the Sprinttransaction, failure to successfully and efficiently integrate theSprint transaction into our operations, difficulties in acquiringtowers at attractive prices or integrating acquisitions with ouroperations, a decrease in the demand for our communications sites andour ability to attract additional tenants, the economies, real estatemarkets and wireless communications industries in the regions where oursites are located, consolidation in the wireless industry and changesto the regulations governing wireless services, the creditworthiness ofour tenants, customer concentration and the loss of one or more of ourmajor customers, the renewal of the Arch Lease, the terms of ourleases, integration of new software systems, our ability to compete,competing technologies, equipment and software developments, ourability to modify our towers, our ability to obtain credit facilitieson favorable terms, our failure to comply with federal, state and locallaws and regulations and changes in the law, our failure to comply withenvironmental laws, our ability to conduct our business effectively,secure financing and generate revenues, the termination of sitemanagement agreements, disasters and other unforeseen events, thedemonstrated or perceived negative health effects from our towers orother equipment, our ability to qualify as a REIT, REIT distributionsrequirements and the stock ownership limit imposed by the InternalRevenue Code for REITs. When considering forward-looking statements,you should keep in mind the risk factors and other cautionarystatements detailed from time to time in Global Signal's filingswith the Securities and Exchange Commission, including our most recentAnnual Report on Form 10-K, filed on March 31, 2005, and our mostrecent Registration Statement on Form S-11, filed on May 2, 2005.Although we believe that the expectations reflected in theforward-looking statements are reasonable, we cannot guarantee futureresults, levels of activity, performance or achievements. Suchforward-looking statements speak only as of the date of this QuarterlyReport on Form 10-Q and Global Signal expressly disclaims anyobligation to release publicly any updates or revisions to anyforward-looking statements contained herein to reflect any change inthe our expectations with regard thereto or any change in events,conditions or circumstances on which any statement is based.

**Executive Overview**

Global Signal, formerly known asPinnacle Holdings Inc., is one of the largest wireless communicationstower owners in the United States, based on the number of towers owned.Our growth strategy is to grow (1) organically by adding additionaltenants to our towers, (2) by acquiring towers with existing telephonytenants in locations where we believe there are opportunities for

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organic growth and (3) by financing thesenewly acquired towers, on a long term basis, using equity combined withlow-cost fixed-rate debt obtained through the issuance ofmortgage-backed securities. Through this strategy, we will seek toincrease our dividend per share over time. Our dividend for the threemonths ended March 31, 2005, of $0.40 per share of common stock,represented a 28.0% increase over the total per share dividendswe paid for the three months ended March 31, 2004.

We areorganized and conduct our operations to qualify as a REIT for federalincome tax purposes. As such, we will generally not be subject tofederal income tax on that portion of our income that is distributed toour stockholders if we distribute at least 90% of our REITtaxable income to our stockholders and comply with various otherrequirements. We also have certain subsidiaries that are not qualifiedREIT subsidiaries and, therefore, their operations will be subject tofederal income tax. Since May 12, 2004, we own substantially all of ourassets and conduct substantially all of our operations through anoperating partnership, Global Signal Operating Partnership, L.P., or"Global Signal OP." Global Signal Inc. is thespecial limited partner and our wholly-owned subsidiary, Global SignalGP LLC, is the managing general partner of Global Signal OP. GlobalSignal Inc. holds 99% of the partnership interests and GlobalSignal GP LLC holds 1% of the partnership interests in GlobalSignal OP. On June 2, 2004, we completed our initial public offering of8,050,000 shares of our common stock at $18.00 per share of commonstock.

Our customers include a wide variety of wireless serviceproviders, government agencies, operators of private networks andbroadcasters. These customers operate networks from our communicationssites and provide wireless telephony, mobile radio, paging, broadcastand data services. As of March 31, 2005, we had an aggregate of morethan 15,000 leases on our communications sites with over 2,000customers. Our revenue from wireless telephony tenants has increasedfrom 42.7% of revenues for the month of March 2004 to52.9% of revenues for the month of March 2005.

Over thepast few years, new wireless technologies, devices and applicationshave become more advanced and broadly utilized by wireless subscribers.As new technologies, devices and applications have developed, newnetworks have been deployed to support the more advanced applicationsand the growth in the number of wireless subscribers while more maturetechnologies, such as paging, have experienced shrinking subscriberbases and network contraction. Some of the key indicators that weregularly monitor to evaluate growth trends affecting wirelesstechnology usage are the growth or contraction of a particulartechnology's wireless subscribers and the usage as measured inminutes of use or network capacity utilization.

The materialopportunities, challenges and risks of our business have changedsignificantly over the past several years. More recently, concurrentwith an increased focus on improving network quality, many of ourwireless telephony customers have experienced a general improvement intheir overall financial condition. This has resulted in an increase inthese customers' abilities to invest in their networks and arelated increase in our telephony tenant base. During 2003 and 2004,the demand by wireless telephony service providers for ourcommunications sites increased compared to the demand we experiencedduring 2002 and 2001. Our growth will be primarily affected by thefuture demand for communications sites by wireless telephony serviceproviders, paging service providers, users of mobile radio services andgovernment agencies. The demand for communications site space bywireless telephony service providers is expected to be driven by growthin the number of their subscribers and their utilization of wirelesstelephony services, including utilization of their networks for dataservices. In addition, demand could also be affected by carrierconsolidation, because consolidation could result in duplicativecoverage and excess network capacity. On October 26, 2004, Cingularmerged with AT&T Wireless, which could adversely impact tenantlease revenues at some of our communications sites. For example, as ofMarch 31, 2005, 104 of our sites are occupied by both Cingular andAT&T Wireless and the combined revenues from AT&T Wireless andCingular on these sites was approximately $1.3 million during the threemonths ended March 31, 2005. These tenants may also be located onnearby communications towers owned by our competitors. On November 16,2004, Arch Wireless merged with Metrocall Holdings, Inc. to form USAMobility, Inc., our largest customer based on revenues for 2004. Bothcustomers offer paging services throughout the United States andconsequently will have duplicate coverage in most markets. In addition,on December 15, 

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2004, Sprint announced its agreement to mergewith Nextel Communications. As of March 31, 2005, 177 of our sites areoccupied by both Sprint and Nextel and the combined revenues fromSprint and Nextel on these sites was approximately $2.0 million duringthe three months ended March 31, 2005. These tenants may also belocated on nearby communications towers owned by our competitors. OnJanuary 10, 2005, ALLTEL announced its agreement to purchase WesternWireless. On February 14, 2005, and subsequently amended as of March 4,2005, March 29, 2005, and May 1, 2005, Verizon Communications Inc.entered into a merger agreement with MCI, the parent of SkytelCorporation, a paging operator. Verizon Communications is a joint ownerof Verizon Wireless who also operates a paging network. As a result ofthese mergers, network consolidations by these tenants could adverselyimpact tenant lease revenues at some of our sites. Lastly, the demandfor communications site space by government entities will be driven bythe agencies' demand for new digital networks and the ability tocommunicate with other government agencies as well as their ability togain funding for such networks.

Since our reorganization inNovember 2002, we have installed a new management team, reengineeredour business processes and reduced our unsecured debt. Our debt wasreduced primarily as a result of the extinguishment of $404.8 millionof indebtedness pursuant to the terms of our reorganization. Wesubsequently refinanced our balance sheet through a $418.0 milliontower asset securitization in February 2004, which has provided us withlow-cost fixed-rate debt. Furthermore, we have disposed of certainnon-core communications sites and under-performing sites to enhance ouroperating margins. Our growth opportunities are primarily linked toorganic growth on our existing towers and acquiring and developing newtowers on which our wireless customers will seek to locate theirequipment, thereby growing our overall tenant base. From December 2003through April 29, 2005, we acquired 1,197 wireless communications sitesfor approximately $459.8 million including fees and expenses. Inaddition, during this time, we invested an additional $9.5 million,including fees and expenses, to acquire a fee interest or long-termeasement under 94 wireless communications towers where we previouslyhad a leasehold interest. We have refinanced these newly acquiredcommunications sites on a long-term basis with a portion of the netproceeds from our initial public offering and our $293.8 millionDecember 2004 mortgage loan.

A key component of our growthstrategy is our capital management strategy, which supports thefinancing of our tower acquisition strategy. Our capital managementstrategy is to finance newly acquired assets, on a long-term basis,using additional equity issuances combined with low-cost fixed-ratedebt obtained through the periodic issuance of mortgage-backedsecurities. Prior to financing newly acquired towers usingmortgage-backed securities, our strategy is to finance communicationssites we acquire on a short-term basis through credit facilities weexpect to obtain such as the acquisition credit facility we enteredinto as of April 25, 2005.

Prior to our reorganization weacquired certain non-strategic assets unrelated to our core towerbusiness, which have subsequently been sold, and our former managementwas unable to efficiently integrate and manage our communicationssites. Our current growth strategy, which is in part based on a newsite acquisition and development strategy, is significantly different.The primary differences are (1) our strategy to finance our assetsusing a capital structure which we believe does not rely on growth toreduce leverage and uses low-cost fixed-rate debt obtained through theissuance of mortgage-backed securities combined with proceeds fromequity offerings to finance our new tower acquisitions, (2) ourstrategy to buy core tower assets with in-place telephony, governmentor investment grade tenants where we believe there is a high likelihoodof multiple lease renewals, (3) our stringent underwriting processwhich is generally designed to allow us to evaluate and priceacquisitions based on their current yield and on the asset and tenantattributes and location of the asset and (4) our focus on integrating,maintaining and operating the assets we acquire efficiently andeffectively.

The primary factors affecting our determination ofthe value of a communications site are its location and the immediatearea's competitive structures, tenant base, tenant credit qualityand zoning restrictions. While we have communications sites locatedthroughout the United States, Canada and the United Kingdom, ourcommunications sites are primarily located in the southeastern andmid-Atlantic regions of the United States. The locations of our sitesare diverse and include sites 

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along active transportation corridors, indense urban centers and in growing suburban communities. We also have adiverse tenant base, which includes government agencies, large andsmall wireless service providers and operators of private communicationnetworks. The credit quality of our tenants varies greatly frominvestment grade credits to significantly lesser credits, includingsmall independent operations.

Acquisitions and Dispositions ofCommunications Sites

Our financial results are also impacted bythe timing, size and number of acquisitions and dispositions wecomplete in a period. Our number of active communications sitesincreased from 4,060 at December 31, 2004 to 4,123 at March 31, 2005.During the first quarter of 2005 we acquired 95 other communicationstowers in 16 unrelated transactions for $41.1  million, includingfees and expenses, which were funded by proceeds from our December 2004mortgage loan (see "December 2004 MortgageLoan" below). These towers are located primarily in theeastern, midwestern and southeastern United States and generatedsubstantially all of their revenues from wireless telephony tenants.During the three months ended March 31, 2005, we also acquired 18parcels of land, eight in fee simple title, and ten under long-termeasements, which we had previously leased from the sellers, for a totalpurchase price of $2.0  million.

In addition, we routinelyreview and dispose of under-performing sites which generate negativecash flows and which are not compatible with our strategy. During thethree months ended March 31, 2005, we disposed of one under-performingowned site and 32 managed sites. As of March 31, 2005, we had 44under-performing sites held for sale.

On February 14, 2005, we,Sprint Corporation ("Sprint") and certainSprint subsidiaries (the "SprintContributors"), entered into an agreement to contribute,lease and sublease (the "Agreement toLease"). Under the Agreement to Lease, we have agreed tolease or, if certain required consents have not been obtained, operate,for a period of 32 years approximately 6,600 wireless communicationstower sites and the related towers and assets (collectively, the"Sprint Towers") from one or more newlyformed special purpose entities of Sprint (collectively,"Sprint TowerCo"), under one or more masterleases for which we agreed to pay an upfront rental payment ofapproximately $1.2 billion as prepaid rent (the "UpfrontRental Payment"), subject to certain conditions,adjustments and pro-rations (the "SprintTransaction"). The closing of the Sprint Transaction isexpected to occur toward the end of the second quarter of 2005. CertainSprint entities will share space on approximately 6,400 of the SprintTowers and the Sprint Towers have over 5,600 collocation leases withother wireless tenants and substantially all of the revenue is derivedfrom wireless telephony tenants. We will account for this transactionas a capital lease reflecting the substance similar to an acquisition.See "Sprint Transaction and RelatedFinancing" below for a more detailed description of theSprint Transaction and the related financing.

On March 21, 2005,we entered into an agreement to purchase 169 wireless communicationssites for approximately $56.2 million, including estimated fees andexpenses, from Triton PCS Holdings, Inc. The transaction is expected toclose toward the end of the second quarter of 2005 and is subject tocustomary closing conditions. The towers are primarily located in theCharlotte, Raleigh and Greensboro markets of North Carolina, withadditional sites located in other regions of North Carolina and inSouth Carolina, Georgia and Puerto Rico. Substantially all of therevenues on these towers are derived from wireless telephony tenants.As part of the transaction, Global Signal and Triton have agreed toenter into a 10-year master lease agreement, with three 5-year leaserenewal options, whereby Triton will pay us an initial monthly rate of$1,850 for each of the 169 towers. Additionally, we obtained anexclusive option to acquire an additional 70 existing towers owned byTriton, together with an option to acquire all new towers constructedby Triton during a one-year period after closing.

On April 14,2005, we entered into an agreement to purchase 172 wirelesscommunications sites for approximately $32.8 million, includingestimated fees and expenses, from ForeSite LLC. The towers are locatedin Alabama, Georgia, Mississippi, Louisiana, Florida, Tennessee andSouth Carolina. Revenues on these towers are derived approximately80% from wireless telephony tenants 

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and 18% from public utility tenants.The transaction closed on April 29, 2005 and was funded from our siteacquisition reserve account and from borrowings under the acquisitioncredit facility.

As of April 29, 2005 in addition to the Tritonacquisition referred to above, we have executed, but not yet closed on,definitive agreements and non-binding letters of intent with otherparties to acquire an additional 45 communications sites and to acquirefee interest or long-term easements under an additional 11communications towers, for an aggregate purchase price of approximately$27.9 million, including estimated fees and expenses. We are in theprocess of performing due diligence on the towers under non-bindingletters of intent and seek to negotiate definitive agreements.

Revenues

We generate substantially all of our revenues fromleasing space on communications sites to various tenants includingwireless service providers, government agencies, operators of privatenetworks, and broadcasters. Factors affecting our revenues include therate at which our customers deploy capital to enhance and expand theirnetworks, the rate at which customers rationalize their networks, therenewal rates of our tenants and fixed-price annual escalation clausesin our contracts that allow us to increase our tenants' rentalrates over time.

For the three months ended March 31, 2005,85% and 93% of our revenues and gross margin,respectively, were generated from our owned sites, while 15% and7% of our revenues and gross margin, respectively, weregenerated from our managed sites. For the three months ended March 31,2004, 81% and 91% respectively, of our revenues and grossmargin were generated from our owned sites, while 19% and9%, respectively, of our revenues and gross margin weregenerated from our managed sites. Typically, our tenant leaseagreements are specific to a site, are for terms of one to ten years,and are renewable for multiple pre-determined periods at the option ofthe tenant. Rents under the tenant leases are generally due to us on amonthly basis, and revenues from each agreement are recognized monthly.These agreements typically contain fixed-price annual escalationclauses. However rental revenues are recognized in our financialstatements on a straight-line basis over the contractual term of theagreements excluding customer renewal options.

Our tenants areresponsible for the installation and maintenance of their equipment atour sites. These tenants transmit from our sites utilizing a widevariety of technologies including personal communication services(PCS), cellular, enhanced specialized mobile radio (ESMR), mobileradio, paging, and radio and television broadcast. For the months ofMarch 2005 and 2004, our revenue mix for the primary technologycategories was asfollows:

|                                |  |                                    |       |           |  |        |       |         |  |  |
|--------------------------------|--|------------------------------------|-------|-----------|--|--------|-------|---------|--|--|
|                           |  | Percentof Revenues for the Monthof |
| Tenant technologytype          |  | March 2005                         |       | March2004 |
| Telephony (PCS, Cellular,ESMR) |  |                               | 52.9  | %    |  |   | 42.7  | %  |
| Mobileradio                    |  |                               | 21.2  | %    |  |   | 24.5  | %  |
| Paging                         |  |                               | 17.3  | %    |  |   | 20.8  | %  |
| Broadcast                      |  |                               | 6.1   | %    |  |   | 7.5   | %  |
| Wirelessdata andother          |  |                               | 2.5   | %    |  |   | 4.5   | %  |
| Total                          |  |                               | 100.0 | %    |  |   | 100.0 | %  |
|                                |

DirectSite Operating Expenses and Other Expenses

Direct siteoperating expenses consist of ground rents (if we do not own the landat our site), utilities, property and ad valorem taxes, insurance andsite maintenance costs. Many of our ground lease agreements containescalation clauses which are typically based on either a fixedpercentage rate or the change in the Consumer Price Index. For groundleases with escalation clauses based on a fixed percentage rate, groundrental expenses are recognized in our financial statements on astraight-line basis over the shorter of (i) the contracted term of thelease agreement assuming we exercise all of the renewal options or (ii)the first renewal option period ending after the later of (a) ourtenant 

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leases which were in place or which weanticipated being in place at the date we entered into the ground leaseor acquired the communications site or (b) the depreciable life of theassets located on the leased property.

Other shared costs suchas property management, site operations and contract administration areincluded in selling, general and administrative as described below.Because the costs of operating an owned site generally do not increasesignificantly as we add additional tenants, new lease revenues fromadditional tenants to a particular site provide high incremental grossmargin for that site. Similarly, the loss of any tenant on an ownedsite does not significantly reduce the costs associated with operatingthat site; and as a result, the lost lease revenues will reduce cashflows and gross margin from that site. Fluctuations in our grossmargins on owned sites are directly related to changes in our tenantlease revenues. For managed sites, we typically pay the site ownereither a fixed fee, a percentage of revenues or a combination of afixed fee plus a percentage of revenues. In instances where we pay thelandlord a percentage of revenues, changes in revenues result in anincrease or decrease, as applicable, in our communications siteoperating expenses.

Selling, general and administrative expensesconsist of five major components: (1) sales, marketing andcollocations, (2) property management and site operations, (3)contracts administration, (4) business development includingacquisitions and new builds, and (5) administrative support includinglegal, human resources, finance, accounting, and informationtechnology.

Financial Developments

The following arecertain changes in our financial results which have occurred or weexpected to occur in 2005 and beyond, as compared to our 2004results.

As a new public company, we have incurred, and willcontinue to incur, significant legal, accounting and other expensesthat we did not incur as a private company related to corporategovernance, SEC reporting and compliance with the various provisions ofthe Sarbanes-Oxley Act of 2002. In particular, we expect to incursignificant incremental expenses associated with Sarbanes-Oxley Section404 compliance documentation and remediation. In addition, as a NewYork Stock Exchange-listed company, we were required to establish aninternal audit function and did so, on an outsourced basis, in October2004. As a result we will incur additional cost associated with thisfunction. We also expect these new rules and regulations to make itmore difficult and more expensive for us to obtain director and officerliability insurance, and we may be required to accept reduced coverageor incur substantially higher costs to obtain coverage.

Since2003 we have become a more acquisition-focused company. As we evaluatetowers for potential acquisition, we incur costs for various thirdparties' assistance, including in connection with due diligence,negotiation and structuring of these acquisitions. These costs arecapitalized once the acquisition is deemed probable. If an acquisitionis abandoned, these costs will be expensed. If the acquisition isconsummated, these costs will be capitalized as a part of the totalpurchase price.

Although we have not yet analyzed the impact,the new accounting requirements for stock options and other stock-basedcompensation will require us to recognize expense whereas generally wehave not been required to do so in the past.

    Effect ofSprint Transaction

If we consummate the Sprint Transactionas planned, on a pro forma basis as of March 31, 2005, we will own,manage or lease over 10,700 wireless communications sites. In addition,on a pro forma basis, without giving effect to Sprint's pendingmerger with Nextel Communications, Sprint would become our largestcustomer, representing 29.2% of our revenue, for the threemonths ended March 31, 2005.

We will account for the SprintTransaction as a capital lease and hence will recognize the assets andthe lease obligations on our balance sheet. We will allocate theUpfront Rental Payment along with transaction fees and costs to theleased assets (primarily towers and identifiable intangible assets)

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based on their fair market value similar toan acquisition of tower assets. We will depreciate and amortize thesetangible and intangible assets over their estimated useful lives, whichwe expect to be similar to the current estimated useful lives of ourexisting tower and related intangible assets. As a result, ourdepreciation, amortization and accretion expenses will increasesignificantly.

We expect to finance the Sprint Transaction withan $850.0 million bridge loan, a $250.0 million sale of shares pursuantto an investment agreement as part of the Sprint Transaction("Investment Agreement" described below) andcash received from our recent common stock offering, which willsubstantially increase the amount of our debt outstanding and interestexpense. In addition, the shares issued in the recent common stockoffering and the shares we will issue pursuant to the InvestmentAgreement, will increase the number of shares outstanding and henceaffect our future income (loss) per share.

The SprintTransaction is significantly larger than any acquisition we havecompleted to date. There are more Sprint Towers than the number ofcommunications sites we currently operate. The integration of theapproximately 6,600 Sprint Towers into our operations will be asignificant undertaking. To manage the Sprint Towers, we expect to addover 100 additional employees which will add significant costs. We willalso incur a substantial amount of non-recurring integration costs withrespect to the Sprint Transaction which will be expensed primarily in2005.

As a result of our increased depreciation, amortizationand accretion expenses, integration costs, additional selling, generaland administrative expenses and interest expense, we expect to generatenet losses after the closing of the Sprint Transaction.

Inaddition, we used a portion of the net proceeds of the recent commonstock offering to repay and terminate the outstanding borrowings on the$50.0 million and $25.0 million term loans under our Revolving CreditAgreement. As a result, we will write off the remaining unamortizeddeferred debt issuance costs as a loss on the early extinguishment ofdebt.

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Results of Operations

Comparison of the three months ended March 31,2005 to the three months ended March 31, 2004

Thefollowing table sets forth for the periods indicated, each statement ofoperations item and such item as a percentage of revenues. The resultsof operations for any particular period are not necessarily indicativeof results for any future period. The following data should be read inconjunction with our consolidated financial statements and notesthereto included in our Annual Report on Form 10-K, dated March 31,2005, filed with the Securities and Exchange Commission, and ourRegistration Statement on Form S-11, declared effective by theSecurities and Exchange Commission on May 3,2005.

|                                                                                                                         |  |                            |         |                |  |        |            |             |  |        |        |         |  |        |             |         |  |        |        |         |  |        |              |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------|--|----------------------------|---------|----------------|--|--------|------------|-------------|--|--------|--------|---------|--|--------|-------------|---------|--|--------|--------|---------|--|--------|--------------|---------|--|--|
|                                                                                                                    |  | ThreeMonths Ended March31, |
|                                                                                                                    |  | 2005                       |         | 2004(Restated) |  | Change |
|                                                                                                                    |  | (dollarsinthousands)       |
|                                                                                                                    |  | $                          |         | %of Revenue    |  | $      |            | % ofRevenue |  | $      |        | %       |
| Revenues                                                                                                                |  | $                          | 54,422  |           |  |   | 100.0      | %      |  | $      | 43,091 |    |  |   | 100.0       | %  |  | $      | 11,331 |    |  |   | 26.3         | %  |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                       |  |                       | 16,362  |           |  |   | 30.1       | %      |  |   | 13,646 |    |  |   | 31.7        | %  |  |   | 2,716  |    |  |   | 19.9         | %  |
| Grossmargin                                                                                                             |  |                       | 38,060  |           |  |   | 69.9       | %      |  |   | 29,445 |    |  |   | 68.3        | %  |  |   | 8,615  |    |  |   | 29.3         | %  |
| Otherexpenses:                                                                                                          |  |                       |    |           |  |   |       |        |  |   |   |    |  |   |        |    |  |   |   |    |  |   |         |    |
| Selling,general and administrative (excluding $318 and $2,604 of non-cashstock-based compensation expense,respectively) |  |                       | 6,348   |           |  |   | 11.7       | %      |  |   | 6,558  |    |  |   | 15.2        | %  |  |   | (210   | )  |  |   | −3.2   | %  |
| Statefranchise, excise and minimumtaxes                                                                                 |  |                       | 174     |           |  |   | 0.3        | %      |  |   | 172    |    |  |   | 0.4         | %  |  |   | 2      |    |  |   | 1.2          | %  |
| Depreciation,amortization andaccretion                                                                                  |  |                       | 17,554  |           |  |   | 32.3       | %      |  |   | 12,347 |    |  |   | 28.7        | %  |  |   | 5,207  |    |  |   | 42.2         | %  |
| Non-cashstock-based compensationexpense                                                                                 |  |                       | 318     |           |  |   | 0.6        | %      |  |   | 2,604  |    |  |   | 6.0         | %  |  |   | (2,286 | )  |  |   | −87.8  | %  |
|                                                                                                                    |  |                       | 24,394  |           |  |   | 44.8       | %      |  |   | 21,681 |    |  |   | 50.3        | %  |  |   | 2,713  |    |  |   | 12.5         | %  |
| Operatingincome                                                                                                         |  |                       | 13,666  |           |  |   | 25.1       | %      |  |   | 7,764  |    |  |   | 18.0        | %  |  |   | 5,902  |    |  |   | 76.0         | %  |
| Interestexpense,net                                                                                                     |  |                       | 10,201  |           |  |   | 18.7       | %      |  |   | 6,091  |    |  |   | 14.1        | %  |  |   | 4,110  |    |  |   | 67.5         | %  |
| Losson early extinguishment ofdebt                                                                                      |  |                       | — |           |  |   | 0.0        | %      |  |   | 8,449  |    |  |   | 19.6        | %  |  |   | (8,449 | )  |  |   | −100.0 | %  |
| Otherexpense(income)                                                                                                    |  |                       | (14     | )         |  |   | 0.0        | %      |  |   | 8      |    |  |   | 0.0         | %  |  |   | (22    | )  |  |   | N/A          |    |
| Income(loss) from continuing operations before income tax benefit(expense)                                              |  |                       | 3,479   |           |  |   | 6.4        | %      |  |   | (6,784 | )  |  |   | −15.7 | %  |  |   | 10,263 |    |  |   | N/A          |    |
| Incometax benefit(expense)                                                                                              |  |                       | 525     |           |  |   | 1.0        | %      |  |   | (11    | )  |  |   | 0.0         | %  |  |   | 536    |    |  |   | N/A          |    |
| Income(loss) from continuingoperations                                                                                  |  |                       | 4,004   |           |  |   | 7.4        | %      |  |   | (6,795 | )  |  |   | −15.8 | %  |  |   | 10,799 |    |  |   | N/A          |    |
| Income(loss) from discontinuedoperations                                                                                |  |                       | (90     | )         |  |   | −0.2 | %      |  |   | 19     |    |  |   | 0.0         | %  |  |   | (109   | )  |  |   | N/A          |    |
| Income(loss) before gain (loss) on sale ofproperties                                                                    |  |                       | 3,914   |           |  |   | 7.2        | %      |  |   | (6,776 | )  |  |   | −15.7 | %  |  |   | 10,690 |    |  |   | N/A          |    |
| Gain(loss) on sale ofproperties                                                                                         |  |                       | (18     | )         |  |   | 0.0        | %      |  |   | 142    |    |  |   | 0.3         | %  |  |   | (160   | )  |  |   | N/A          |    |
| Netincome(loss)                                                                                                         |  | $                          | 3,896   |           |  |   | 7.2        | %      |  | $      | (6,634 | )  |  |   | −15.4 | %  |  | $      | 10,530 |    |  |   | N/A          |    |
|                                                                                                                         |

Revenues

Our revenues increased $11.3 million, or 26.3%, primarily asa result of approximately $10.1 million in increased revenues from ouracquisition of 957 communications sites since January 1, 2004 and frominternal growth of 2.7% on sites owned for the entire periodsince January 1, 2004. Our internal growth was primarily a result ofgrowth in our revenues generated from telephony customers which was inpart offset by a decline in our revenues generated by our non-telephonytenants. Our mix of revenues from wireless telephony customers as apercentage of total site revenues increased from 42.6% for thethree months ended March 31, 2004 to 52.1% for the three monthsended March 31, 2005.

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For the three months ended March 31, 2005,USA Mobility, our second largest customer, accounted for 12.8%of our revenues. One of our primary master tenant leases with USAMobility, the Arch Lease, expires at the end of May 2005. The ArchLease allows Arch Wireless, one of the two companies that merged toform USA Mobility, to locate a fixed number of transmitters on any ofour sites for a fixed minimum rate. The number of sites that ArchWireless currently occupies is significantly less than the number ofsites allowable under the current contract for the fixed minimum rate.Consequently, we believe that it is likely that the Arch Lease will berenewed or extended on terms and rates that are significantly lessfavorable to us than those currently in place and we expect ourrevenues from any renewal or extension of the Arch Lease to besignificantly lower starting June 2005.

Expenses

    Direct site operating expenses (excluding depreciation,amortization and accretion expense)

Our direct siteoperating expenses increased $2.7 million primarily due to direct siteoperating expenses associated with the 957 communication sites we haveacquired since January 2004, and increases in maintenance expenses atour existing communications sites. These increases were partiallyoffset by decreases in utility expenses at our existing communicationssites and decreased rent expense associated with our purchase ofvarious interests in parcels of land in fee simple or other long-termeasements, which we had previously leased. As a percentage of revenues,our direct site operating expenses decreased to 30.1% ofrevenues for the three months ended March 31, 2005 from 31.7% ofrevenues for the three months ended March 31, 2004.

    Selling, general and administrative

Ourselling, general and administrative expenses decrease of $0.2 millionwas primarily attributable to a $0.5 million decline in monitoring feespaid to Fortress Investment Holdings LLC("Fortress") and Greenhill Capital Partners,L.P. ("Greenhill") as the monitoringagreement ended in March 2004. This decline was partially offset byincreases in payroll expenses associated with the increase in ourcorporate support staff necessary to manage the growth of the Company,and increased insurance costs primarily associated with our Directorsand Officers liability premiums. As a percentage of revenues, ourselling, general and administrative expenses declined to 11.7%of revenues for the three months ended March 31, 2005 from 15.2%of revenues for the three months ended March 31, 2004.

    Depreciation, amortization and accretion

Theincrease in depreciation, amortization and accretion expenses of $5.2million for the three months ended March 31, 2005 compared to the threemonths ended March 31, 2004 was primarily due to the addition of 957communications sites during the period from January 1, 2004 throughMarch 31, 2005.

    Non-cash stock-based compensationexpense

For the three months ended March 31, 2005, werecognized $0.3 million in non-cash stock-based compensation expenserelated to stock options granted in 2004 to an executive at an exerciseprice less than the market value of the stock on the grant date, andthe amortization of deferred stock-based compensation related tonon-vested restricted shares of common stock granted to certain membersof management in December 2004. During the three months ended March 31,2004, we recognized $2.6 million in non-cash stock-based compensationexpense related to an employee of Fortress Capital Finance LLC, whoserved on our board of directors from January 2003 until February 2004and provided financial advisory services to us through March 2004.

    Interest expense, net

Our net interest expenseincrease of $4.1 million is related to the increase in the amount ofdebt in our capital structure resulting primarily from the February2004 and December 2004 mortgage loans, and borrowings under ourRevolving Credit Agreement.

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    Loss on early extinguishment ofdebt

On February 5, 2004, our principal operatingsubsidiary, Pinnacle Towers LLC, then known as Pinnacle Towers Inc.,and 13 of its direct and indirect subsidiaries borrowed $418.0 millionunder a mortgage loan, the February 2004 mortgage loan, made payable toa newly formed trust. A portion of the net proceeds were used to repayoutstanding borrowings under our old credit facility, and as a resultof this repayment, this facility was terminated and $8.4 million ofunamortized deferred financing costs related to the old credit facilitywere expensed.

    Income tax expense

Ourincome tax benefit increase of $0.5 million primarily resulted from areconciliation of the book versus tax net book values associated withour tower portfolios held within our taxable REIT subsidiaryentities.

Liquidity and Capital Resources

Our liquidityneeds arise from working capital requirements, debt service, toweracquisitions, construction costs for occasional new tower builds andtower augmentaions, other capital expenditures and dividend payments.We expect to meet our cash requirements for the next twelve months byusing cash generated from operating activities, cash generated from ourrecent equity offering, borrowings under the Revolving Credit Agreementand acquisition credit facility and from additional equity offerings,and mortgage loans and credit facilities we may obtain. However, therecan be no assurance that we will be successful in raising additionalequity or that we will be able to obtain additional mortgage loans orcredit facilities including the bridge financing described below. Tothe extent we are unsuccessful in raising additional equity, obtainingmortgage loans and additional credit facilites, we may need to curtailour investments in acquisitions and new tower builds, and/or reduce thecurrent level of our dividend.

On May 3, 2005, the Securitiesand Exchange Commission declared our Registration Statement on FormS-11 under the Securities Act of 1933 effective, whereby we sold6,325,000 shares of our common stock, inclusive of theunderwriters' overallotment option. This offering was consummatedon May 9, 2005 at an offering price to the public of $30.70 per share,which generated proceeds for us of $183.0 million, net of estimatedoffering costs.

We used or will use the net proceeds asfollows:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| •  | Approximately $82.0 million tofinance a portion of the Upfront Rental Payment of approximately $1.2billion (subject to certain conditions, adjustments and prorations) tobe paid in connection with the Sprint Transaction. For a more detaileddescription of the Sprint Transaction, see Sprint Transaction andRelated Financing. The Sprint Transaction is subject to certain closingconditions and may not close. In the event the Sprint Transaction doesnot close, we intend to use the net proceeds of this offering tofinance the acquisition of other communications sites over time or forgeneral corporate purposes. |

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|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Approximately $55.0 million to repay thedebt outstanding under our Revolving Credit Agreement with MorganStanley Asset Funding Inc. and Bank of America, N.A., including $50.0million incurred to finance the Sprint Transaction deposit, currentlyheld in escrow, and $5.0 million incurred to pay for a portion of thecosts and expenses of the Sprint Transaction. The $50.0 million wasborrowed under the term loan portion of the Revolving Credit Agreementand the $5.0 million was borrowed under the multi-draw portion of theRevolving Credit Agreement. This also terminated our ability to makefuture draws under the two term loan portions of our Revolving CreditAgreement. As a result, we will write off as a loss on earlyextinguishment of debt the unamortized deferred financing cost ofapproximately $0.3 million in our second quarter of 2005; |

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| •  | Approximately $46.0 million for workingcapital and other general corporate purposes, which may include futureacquisitions. |

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    Sprint Transaction and RelatedFinancing

On February 14, 2005, we, Sprint Corporation, orSprint, and certain Sprint subsidiaries (theSprintContributors") entered into an agreement to contribute,lease and sublease, which we refer to as the Agreement to Lease. Underthe Agreement to Lease, we have agreed to lease or, if certain consentshave not been obtained, operate for a period of 32 years approximately6,600 wireless communications tower sites and the related towers andassets (collectively, the "Sprint Towers")from one or more newly formed special purpose entities of Sprint(collectively, SprintTowerCo"), under one or more master leases for which weagreed to pay an upfront payment of approximately $1.2 billion asprepaid rent, which we refer to as the Upfront Rental Payment, subjectto certain conditions, adjustments and prorations. At the closing ofthe Sprint Transaction, we will also enter into a master leaseagreement, which we refer to as the Master Lease, which will expire in2037. During the period commencing one year prior to the expiration ofthe Master Lease and ending 120 days prior to the expiration of theMaster Lease, the Lessee will have the option to purchase all (but notless than all) of the Sprint Towers then leased for approximately $2.3billion, subject to adjustment, including based on a final appraisal ofthe Sprint Towers to be completed prior to closing. The closing of theSprint Transaction is expected to occur towards the end of the secondquarter of 2005.

On February 14, 2005, in connection with theexecution of the Sprint Transaction, we entered into an InvestmentAgreement with the Investors, which consist of the followingentities:

|              |                                                                                                                                    |
|--------------|------------------------------------------------------------------------------------------------------------------------------------|
| •  | Fortress Investment Fund IILLC, a Delaware limited liability company, or FIF II, an affiliate ofour largest stockholder, Fortress; |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Abrams Capital Partners II, L.P., aDelaware limited partnership, Abrams Capital Partners I, L.P., aDelaware limited partnership, Whitecrest Partners, L.P., a Delawarelimited partnership, Abrams Capital International, LTD, a CaymanIslands limited liability company and Riva Capital Partners, L.P., aDelaware limited partnership, affiliates of our third largeststockholder, Abrams Capital, LLC (collectively, the"Abrams Investors");and |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Greenhill Capital Partners, L.P., aDelaware limited partnership, which together with its affiliates, isour second largest stockholder, and the following affiliates ofGreenhill Capital Partners, L.P., Greenhill Capital Partners(Executive), L.P., a Delaware limited partnership, Greenhill Capital,L.P., a Delaware limited partnership, Greenhill Capital Partners(Cayman), L.P., a Cayman Islands limited partnership, and GreenhillCapital Partners (Employees) II, L.P.,a Delaware limited partnership(collectively theGreenhillInvestors"). |

Under the Investment Agreement, theInvestors committed to purchase, severally and not jointly, at theclosing of the Sprint Transaction, up to $500.0 million of our commonstock, at a price of $25.50 per share. The $500.0 million aggregatecommitment from the Investors will automatically be reduced by (1) theamount of net proceeds, $183.0 million, received by us from our recentcommon stock offering, and (2) the amount of any borrowings in excessof $750.0 million outstanding at the closing of the Sprint Transactionunder any credit facility or similar agreements provided to us inconnection with the Sprint Transaction, provided that theInvestors' aggregate commitment will not be reduced below $250.0million. Pursuant to the terms of the Investment Agreement, each of FIFII, the Abrams Investors and the Greenhill Investors shall purchasesuch number of shares of common stock equal to 48%, 32%and 20%, respectively, of the total number of shares of commonstock to be purchased under the Investment Agreement. The purchase ofthe shares by the Investors is conditioned upon the occurrence of theclosing of the Sprint Transaction, and will close simultaneously withthe Sprint Transaction. In the event an Investor fails to purchase theshares of common stock it is obligated to purchase, the other Investorshave the right, but not the obligation, to purchase such shares. Theissuance of these securities will be made pursuant to an exemption fromregistration provided by Section 4(2) of the Securities Act. If we hadnot completed the recent offering of our equity securities prior to theclosing of the Sprint Transaction, under an Option Agreement with us,the Investors would issue to us, at the closing of the InvestmentAgreement, a one-time option to purchase from the Investors a number ofshares of common stock, at a price of $26.50 per share having a valueequal to the difference between the total consideration paid by theInvestors for the common stock at the 

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closing of the Sprint Transaction and $250.0million. The option would be immediately vested upon issuance at theclosing and would expire six months and one day after the closing ofthe Sprint Transaction. The option was non-transferable. If we were toexercise the option, we would have purchased shares from each Investorin proportion to that Investor's participation in the InvestmentAgreement set forth above. We will only sell $250.0 million of ourCommon Stock to the Investors and as such, we do not expect the optionwill be issued.

On February 8, 2005, we received a letter fromMorgan Stanley Asset Funding Inc., Bank of America, N.A. and Banc ofAmerica Securities LLC, setting forth the terms on which they wouldprovide, subject to certain conditions, bridge financing ofapproximately $750.0 million to us for use in funding the SprintTransaction. On March 10, 2005, we executed a non-binding term sheetwith Morgan Stanley Asset Funding Inc., Bank of America, N.A. and Bancof America Securities LLC, which increased the amount of bridgefinancing up to $850.0 million. The borrower is expected to be GlobalSignal Acquisitions II LLC and/or one or more other newly createdentities, under our direct control, which we refer to as the borrower,that will own 100% of our interest in the Sprint Towers. Theloan is expected to be secured by, among other things, the ownershipinterests in the borrower, borrower's leasehold and subleaseholdinterests (including purchase options) in the Sprint Towers, and anassignment of leases and rents. The loan is expected to have a term of12 months after the closing and subject to compliance with certainconditions, two six-month extensions at our option. During the first 12months of the loan, the loan is expected to bear interest at 30-dayLIBOR plus either 1.5% or 1.75% per annum, depending oncash flows related to the Sprint Towers. In either case, the rate isexpected to increase by 0.25% upon the first extension and0.75% upon the second, if such extension options are exercised.The loan is expected to require an origination fee of 0.375% of$775.0 million of the loan amount and an extension fee in connectionwith each extension option of 0.25% of the loan amount. Inaddition, we expect to be required under the facility to pay an exitfee under certain circumstances. The loan is expected to containcustomary conditions precedent to closing including no material adversechange, and customary events of default including, bankruptcy of theborrower or us, change of control or cross default to our otherindebtedness.

In connection with the Sprint Transaction, weentered into interest rate swap agreements for a total notional valueof $750.0 million with Bank of America, N.A., as counterparty, inanticipation of securing $750.0 million or more of bridge financing,which is expected to be replaced by a mortgage loan of a greateramount. Under the interest rate swaps, we agreed to pay thecounterparty a fixed interest rate of 4.303% on a total notionalamount of $750.0 million beginning on June 1, 2005 through December 1,2010, with a mandatory termination date of March 31, 2006, in exchangefor receiving floating payments based on three-month LIBOR on the samenotional amount for the same period.

On March 21, 2005, inconnection with the Sprint Transaction and the $850.0 million bridgeloan term sheet we executed on March 10, 2005, we entered intoadditional interest rate swap agreements for a total notional amount of$100.0 million with Bank of America, N.A. as counterparty. This bringsthe total notional amount of swap agreements related to financing theSprint Transaction to $850.0 million. These swap agreements are inanticipation of the Sprint Transaction bridge financing, which isexpected to be replaced by a mortgage loan of up to $850.0 million.Under the interest rate swaps, we agreed to pay the counterparty afixed interest rate of 4.733% on the total notional amount of$100.0 million beginning on June 1, 2005 through December 1, 2010, witha mandatory maturity date of March 31, 2006, in exchange for receivingfloating payments based on three-month LIBOR on the same notionalamount for the same period.

    Acquisition CreditFacility

As of April 25, 2005, our wholly owned subsidiary,Global Signal Acquisitions LLC, or Global Signal Acquisitions, enteredinto a 364-day $200.0 million credit facility, which we refer to as theacquisition credit facility, with Morgan Stanley Asset Funding Inc. andBank of America, N.A. to provide funding for the acquisition ofadditional communications sites. The acquisition credit facility isguaranteed by Global Signal OP and future subsidiaries of Global SignalAcquisitions. Moreover, it is secured by substantially all of GlobalSignal Acquisitions' tangible and intangible assets and by apledge of Global Signal OP's equity interest in Global SignalAcquisitions. In addition, we have 

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agreed to enter into a guarantee agreementwith respect to the acquisition credit facility, and to secure thatguarantee by a pledge of our equity interest in Global Signal OP, nolater than May 16, 2005. We intend to fund future acquisitions withthis credit facility along with a portion of the net proceeds from thecommon stock offering described above and incremental equity offerings.The level of borrowings under the acquisition credit facility islimited based on a borrowing base, as defined therein. Borrowing underthe acquisition credit facility will bear interest at our option ateither the Eurodollar rate plus 1.5% or the bank's baserate plus approximately 1.25% provided the loan balance is equalto or lower than 68% of the aggregate acquisition price (asdefined therein) of towers owned, leased or managed by Global SignalAcquisitions, from time to time. If the loan balance is higher than68% of the aggregate acquisition price of towers owned, leasedor managed by Global Signal Acquisitions, from time to time, thenborrowings under the acquisition credit facility will bear interest atour option at either the Eurodollar rate plus 2.0% or thebank's base rate plus approximately 1.75%. In connectionwith closing the acquisition credit facility, we paid an originationfee of 0.375% of the $200.0 million commitment and agreed to payto Morgan Stanley Asset Funding Inc. and Bank of America, N.A. an exitfee of 0.375% of the principal amount of loans under theacquisition credit facility in connection with any refinancing of suchborrowings. In addition, to the extent the principal amount ofborrowings related to an acquisition of towers to be owned, leased ormanaged exceeds 68% of the acquisition price thereof, we will berequired to pay an additional origination fee to Morgan Stanley AssetFunding Inc. and Bank of America, N.A. in an amount equal to0.125% of the amount borrowed for such acquisition and anadditional exit fee in the amount of 0.125% of the amountborrowed for such acquisition in connection with the refinancing ofsuch borrowing. Any exit fees shall be credited against fees payable toeach of Morgan Stanley and Bank of America, N.A. if they are offeredthe position of co-lead lender with respect to a refinancing of theacquisition credit facility. The acquisition credit facility containstypical representations and covenants for facilities of this type.

    Revolving Credit Agreement

On December 3,2004, Global Signal Operating Partnership, L.P., or Global Signal OP,entered into a 364-day $20.0 million revolving credit facility pursuantto a revolving credit agreement which we refer to as the RevolvingCredit Agreement, with Morgan Stanley Asset Funding Inc. and Bank ofAmerica, N.A., to provide funding for working capital and othercorporate purposes. On February 9, 2005, Global Signal OP amended andrestated the Revolving Credit Agreement with Morgan Stanely AssetFunding Inc. and Bank of America, N.A., to provide an additional $50.0million term loan facility in connection with the Sprint Transaction.On February 14, 2005, the full amount of the term loan was posted as adeposit, as required by the Agreement to Lease from the SprintTransaction. At March 31, 2005, we had $50.0 million outstanding underthe term loan and $1.9 million outstanding under the revolving creditfacility portion of the Revolving Credit Agreement. On April 15, 2005,we amended and restated the Revolving Credit Agreement to provide anadditional $25.0 million multi-draw term loan to be used for fees andexpenses incurred in connection with the Sprint Transaction. Amountsavailable under the revolving credit portion of the revolving creditfacility are reduced to $15.0 million upon the earlier of June 3, 2005or the completion of certain equity issuances by us in excess of $5.0million. Interest on the revolving credit facility is payable at ouroption at either the LIBOR plus 3.0% or the bank's baserate plus 2.0%. The Revolving Credit Agreement and the relatedancillary documentation, contains covenants and restrictions customaryfor a facility of this type including a limitation on our consolidatedindebtedness at approximately $1.0 billion and a requirement to limitour ratio of consolidated indebtedness to consolidated EBITDA, asdefined in the loan document, to 7.0 to 1.0. The limitations onconsolidated indebtedness will be increased to approximately $1.8billion and the ratio to 7.65 to 1.0 upon consummation of the bridgefinancing for the Sprint Transaction. The Revolving Credit Agreementcontinues to be guaranteed by us, Global Signal GP, LLC and certainsubsidiaries of Global Signal OP. It is secured by a pledge of GlobalSignal OP's assets, including a pledge of 65% of itsinterest in our United Kingdom subsidiary, 100% of its interestin certain other domestic subsidiaries, a pledge by us and GlobalSignal GP, LLC of our interests in Global Signal OP and a pledge by usof 65% of our interest in our Canadian subsidiary. The termloans must be repaid on the earlier of (1) August 14, 2005, (2) thedate that we receive a 

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refund of the deposit from Sprint under theAgreement to Lease, or (3) the date of the closing of the SprintTransaction. On May 9, 2005 we used a portion of the net proceeds fromour equity offering to repay $50.0 million outstanding under the termloan and $5.0 million outstanding under the multi-draw term loanportions of the Revolving Credit Agreement.

    December2004 Mortgage Loan

On December 7, 2004, our subsidiary,Pinnacle Towers Acquisition Holdings LLC and five of its direct andindirect subsidiaries issued a $293.8 million mortgage loan to a newlyformed trust, Global Signal Trust II ("December 2004mortgage loan"). The Trust then issued an identical amountof commercial mortgage pass-through certificates in a privatetransaction. We have continued to consolidate our subsidiaries, buthave not consolidated the Trust in our financial statements. The netproceeds of the December 2004 mortgage loan were used primarily torepay the $181.7 million of then outstanding borrowings under ourcredit facility and to partially fund a $120.7 million site acquisitionreserve account to be used to acquire additional qualifying wirelesscommunications sites over the six-month period following the December2004 closing. Under our December 2004 mortgage loan, we are required toprepay the loan plus applicable prepayment penalties with funds in ouracquisition reserve account to the extent such funds are not used toacquire additional qualifying wireless communications sites during thesix month period following the closing of the loan. As of April 29,2005, the site acquisition reserve account had a balance of $0.6million.

The principal amount of the December 2004 mortgage loanis divided into seven tranches, each having a different level ofseniority. Interest accrues on each tranche at a fixed rate per annum.As of March 31, 2005, the weighted average interest rate on the varioustranches was approximately 4.74%. The December 2004 mortgageloan requires monthly payments of interest until its maturity inDecember 2009 when the unpaid principal balance will be due. TheDecember 2004 mortgage loan is secured by, among other things, (1)mortgage liens on the borrowers' interests (fee, leasehold oreasement) in substantially all of their wireless communications sites,(2) a security interest in substantially all of the borrowers'personal property and fixtures and (3) a pledge of the capital stock(or equivalent equity interests) of each of the borrowers (including apledge of the capital stock of Pinnacle Towers Acquisition Holdings LLCfrom its direct parent, Global Signal Holdings III LLC).

On amonthly basis, the excess cash flows from the securitized entities,after the payment of principal, interest, reserves and expenses, aredistributed to us. If the debt service coverage ratio("DSCR"), defined in the December 2004mortgage loan as the net cash flow for the sites for the immediatelypreceding twelve calendar month period divided by the amount ofprincipal and interest that we will be required to pay over thesucceeding twelve months on the December 2004 mortgage loan, as of theend of any calendar quarter falls to 1.30 times or lower, then allexcess cash flow will be deposited into a reserve account instead ofbeing released to us. The funds in the reserve account will not bereleased to us unless the DSCR exceeds 1.30 times for two consecutivecalendar quarters. If the DSCR falls below 1.15 times as of the end ofany calendar quarter, then all funds on deposit in the reserve accountalong with future excess cash flows will be applied to pay the December2004 mortgage loan.

We may not prepay the December 2004 mortgageloan in whole or in part at any time prior to December 7, 2006, thesecond anniversary of the closing date, except in limited circumstances(such as the occurrence of certain casualty and condemnation eventsrelating to the communications sites securing the December 2004mortgage loan). Thereafter, prepayment is permitted provided it isaccompanied by any applicable prepayment consideration. If theprepayment occurs within three months of the December 2009 monthlypayment date, no prepayment consideration is due.

The December2004 mortgage loan documents include covenants customary for mortgageloans subject to rated securitizations. Among other things, theborrowers are prohibited from incurring additional indebtedness orfurther encumbering their assets.

    February 2004Mortgage Loan

On February 5, 2004, our largest operatingsubsidiary based on revenues for 2004, Pinnacle Towers LLC (known asPinnacle Towers Inc. at the time) and thirteen of its direct andindirect 

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subsidiaries issued a $418.0 millionmortgage loan to a newly formed trust, Global Signal Trust I("February 2004 mortgage loan"). The trustthen issued an identical amount of commercial mortgage pass-throughcertificates in a private transaction. We have continued to consolidateour subsidiaries, but have not consolidated the Trust in our financialstatements. The net proceeds from the February 2004 mortgage loan wereused to repay the then outstanding borrowings under our old creditfacility of $234.4 million, to fund a $142.2 million specialdistribution to our stockholders, to fund $4.6 million of restrictedcash into an imposition reserve which was required to be escrowed inconnection with our securitization transaction and February 2004mortgage loan and relates to taxes, insurance and rents and theremaining $15.9 million was available to fund operations.

Theprincipal amount of the February 2004 mortgage loan is divided intoseven tranches, each having a different level of seniority. Interestaccrues on each tranche at a fixed rate per annum. As of March 31,2005, the weighted average interest rate on the various tranches wasapproximately 5.0%. The February 2004 mortgage loan is securedby mortgages, deeds of trust, deeds to secure debt and first prioritymortgage liens in more than 1,100 of our communications sites ofPinnacle Towers LLC and its thirteen direct and indirect subsidiaries.The February 2004 mortgage loan requires monthly payments of principaland interest calculated based on a 25-year amortization schedulethrough January 2009 (the "Anticipated RepaymentDate"). If the February 2004 mortgage loan is not repaidin its entirety by the Anticipated Repayment Date, the interest rate onthe February 2004 mortgage loan increases by the greater of 5.0%or a U.S. Treasury-based index, and substantially all of theborrower's excess cash flow from operations is utilized to repayoutstanding amounts due under the February 2004 mortgage loan.

On a monthly basis, the excess cash flows from the securitizedentities, after the payment of principal, interest, reserves andexpenses, are distributed to us. The February 2004 mortgage loanrequires us to maintain a minimum debt service coverage ratio("DSCR") defined as the preceding 12 monthsof net cash flow, as defined in the February 2004 mortgage loan,divided by the amount of principal and interest payments required underthe February 2004 mortgage loan in the next 12 months, of 1.45 times.Net cash flow, as defined in the February 2004 mortgage loan, withrespect to Pinnacle Towers LLC and its 13 direct and indirectsubsidiaries, is approximately equal to gross margin minus capitalexpenditures made for the purpose of maintaining our sites minus10% of revenue. If the DSCR falls below 1.45 times, the excesscash flows from the securitized entities are escrowed until the DSCRexceeds 1.45 times for two consecutive quarters, at which time thepreviously escrowed excess cash flow is released to us. If the DSCRfalls below 1.2 times, all excess cash flow, including amountspreviously escrowed, is used to repay outstanding principal due underthe February 2004 mortgage loan. The February 2004 mortgage loan alsorestricts our ability to incur unsecured indebtedness withoutconfirmation from the rating agencies that such indebtedness will notimpact the February 2004 mortgage loan rating. Because the February2004 mortgage loan has covenants which require our subsidiaries tomaintain certain financial ratios, these covenants could indirectlylimit our subsidiaries' ability to pay dividends to us.

Wemay not prepay the February 2004 mortgage loan in whole or in part atany time prior to February 5, 2006, the second anniversary of theclosing date, except in limited circumstances (such as the occurrenceof certain casualty and condemnation events relating to thecommunications sites securing the February 2004 mortgage loan).Thereafter, prepayment is permitted provided it is accompanied by anyapplicable prepayment consideration. If the prepayment occurs withinthree months of the January 2009 monthly payment date, no prepaymentconsideration is due.

The February 2004 mortgage loan documentsinclude covenants customary for mortgage loans subject to ratedsecuritizations. Among other things, the borrowers are prohibited fromincurring additional indebtedness or further encumbering their assets.In addition, so long as the tangible assets of the borrowers representat least 25% of the total tangible assets of Global Signal Inc.,it will be an event of default under the February 2004 mortgage loan ifGlobal Signal Inc. incurs any unsecured indebtedness for borrowed moneywithout confirmation from the rating agencies that rated the commercialmortgage passthrough certificates that none ofthe ratings will be adversely affected.

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    2005 Interest Rate SwapAgreements

On January 11, 2005, in anticipation of theissuance of bridge financing and later a third mortgage loan to financethe acquisition of additional wireless communication towers we expectto acquire during 2005, we entered into six additional forward startinginterest rate swaps agreements with Morgan Stanley as counterparty tohedge the variability of future interest rates on our anticipatedmortgage financing. Under the interest rate swaps, we agreed to pay thecounterparty a weighted average fixed interest rate of 4.403% ona total notional amount of $300.0 million beginning on various datesbetween July 29, 2005 and November 30, 2005 and continuing throughSeptember 2010 with a mandatory termination date of January 31, 2006 inexchange for receiving floating payments based on three month LIBOR onthe same notional amounts for the same period.

On February 2,2005, in connection with the Sprint Transaction, we entered into eightadditional interest rate swap agreements with Bank of America, N.A. ascounterparty, in anticipation of securing $750.0 million or more ofbridge financing, which is expected to be replaced by a mortgage loanfor a total notional value of $750.0 million. Under the interest rateswaps, we agreed to pay the counterparty a fixed interest rate of4.303% on a total notional amount of $750.0 million beginning onJune 1, 2005 through December 1, 2010, with a mandatory terminationdate of March 31, 2006, in exchange for receiving floating paymentsbased on three-month LIBOR on the same notional amount for the sameperiod.

On March 21, 2005, in connection with the SprintTransaction and the $850.0 million bridge loan term sheet we executedon March 10, 2005, we entered into two additional interest rate swapagreements for a total notional amount of $100.0 million with Bank ofAmerica, N.A. as counterparty. This brings the total notional amount ofswap agreements related to financing the Sprint Transaction to $850.0million. These swap agreements are in anticipation of the SprintTransaction bridge financing described above, which is expected to bereplaced by a mortgage loan of at least $850.0 million. Under theinterest rate swaps, we agreed to pay the counterparty a fixed interestrate of 4.733% on the total notional amount of $100.0 millionbeginning June 1, 2005 through December 1, 2010, with a mandatorymaturity date of March 31, 2006, in exchange for receiving floatingpayments based on three-month LIBOR on the same notional amount for thesame period.

    2003 and 2004 Interest Rate SwapAgreements

On December 11, 2003, in anticipation of theissuance of the February 2004 mortgage loan, Pinnacle Towers enteredinto an interest rate swap agreement with Morgan Stanley as thecounterparty to hedge the variability of expected future interestpayments under the mortgage loan. Under the swap agreement, PinnacleTowers agreed to pay Morgan Stanley a fixed rate of 3.816% on anotional amount of $400.0 million for five years beginning in March2004 in exchange for receiving floating payments based on three monthLIBOR on the notional amount for the same five-year period. The swap,effective on December 11, 2003, required us to begin making monthlypayments to the counterparty equal to the difference between3.816% and the then current three month LIBOR rate, which was1.13% on February 5, 2004, on the notional amount of $400.0million. The swap was terminated in connection with the issuance of theFebruary 2004 mortgage loan at a cost to us of $6.2 million which wasrecorded as part of other comprehensive income and which is beingamortized as an addition to interest expense using the effectiveinterest method over five years, the expected life of the February 2004mortgage loan.

On March 26, 2004 and August 27, 2004, inanticipation of acquisitions of additional communications sites and theissuance of the December 2004 mortgage loan, we entered into sixinterest rate swaps with Morgan Stanley as counterparty to hedge thevariability of future interest rates on our anticipated mortgagefinancing. Under the interest rate swaps, we agreed to pay thecounterparty a fixed interest rate of 3.416% on a total notionalamount of $200.0 million and 3.84% on a total notional amount of$100.0 million beginning in October 2004 through April 2009 in exchangefor receiving three month LIBOR on the same notional amounts for thesame period. The swaps terminated upon the closing of the December 2004mortgage loan at which time we received a net payment of $2.0 millionwhich was recorded as part of other comprehensive income and which is

38

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being amortized as a reduction of interestexpense using the effective interest method over five years, theexpected life of the December 2004 mortgage loan. Because the $300.0million total notional value of the six interest rate swaps exceededthe $293.8 million principal amount of the December 2004 mortgage loan,one of the swaps was no longer effective and we expensed approximately$40,000 as additional interest expense, related to the fair marketvalue of one of our August 2004 swaps, during the fourth quarter of2004**.**

Cash Flows

Net cash flows provided byoperating activities were $24.0 million for the three months endedMarch 31, 2005, compared to $20.9 million for the three months endedMarch 31, 2004. The increase of $3.1 million of net cash flows providedby operating activities is primarily the result of higher cash flowbeing generated from internal growth and acquired communicationssites.

Net cash flows used in investing activities were $52.2million for the three months ended March 31, 2005 compared to $14.3million for the three months ended March 31, 2004. Investing activitiesfor the three months ended March 31, 2005 consisted primarily of theacquisition of 95 communications sites in 16 unrelated transactions for$41.1  million, including fees and expenses, which were fundedfrom cash in our site acquisition reserve account established with aportion of the net proceeds from our December 2004 mortgage loan.During the three months ended March 31, 2005, we also acquired 18parcels of land, eight in fee simple title, and ten under long-termeasements, which we had previously leased from the sellers, for a totalpurchase price of $2.0  million, including fees and expenses.Additionally, $50.0 million was invested in restricted cash to fund theSprint Transaction deposit which was partially offset by funds providedfrom restricted cash related to the acquisition reserve fund from theDecember 2004 mortgage loan, used to fund communications siteacquisitions during the three months ended March 31, 2005.

Netcash flows used in investing activities were $14.3 million for thethree months ended March 31, 2004 and consisted of (1) the funding ofrestricted cash escrow and imposition reserve accounts totaling $12.0million as a part of our February 2004 mortgage loan transaction, (2)the acquisition for $0.6 million of fee owned interests under sixcommunications sites we own where we previously had a leaseholdinterest, and (3) $2.3 million of capital expenditures related to ourimplementation of new software systems and improvements to our existingcommunications sites. These uses were, in part, offset by proceeds fromthe disposals of under-performing sites.

Capital expenditureswere $2.9 million for the three months ended March 31, 2005, comparedto $2.3 million for the three months ended March 31, 2004. The capitalexpenditures for these two periods primarily consisted of the purchaseof tower-related equipment and tower augmentations andimprovements.

Net cash flows provided by financing activitieswere $29.1 million for the three months ended March 31, 2005 and areprimarily related to borrowings under our Revolving Credit Agreement tofund the $50.0 million Sprint Transaction deposit, partially offset by$20.9 million in ordinary dividends paid in January 2005, for thefourth quarter of 2004. Net cash provided by financing activitiesduring the three months ended March 31, 2004 primarily relates to (1)$418.0 million in borrowings related to our mortgage loan transactionthat occurred on February 5, 2004, (2) $235.6 million to repay in fullour old credit facility, (3) payment of $6.2 million to terminate theDecember 2003 interest rate swap and debt issuance costs of $13.7million related to the February 2004 mortgage loan, and (4) payment ofa $12.8 million ordinary dividend and a $142.2 million specialdistribution to our stockholders which represented a return ofcapital.

A number of our asset purchase agreements provide foradditional monies to be paid to the sellers based on future leasecommencements during a limited period after the acquisition iscompleted, generally one year or less. The amount of this contingentpurchase price is not expected to be material for the acquisitions wehave closed during the year ended December 31, 2004 and the threemonths ended March 31, 2005. As of March 31, 2005, we had no accrualsfor future contingent acquisitions payments as they were not yetearned; however, the maximum additional contingent payments closedacquisitions were $1.5 million at both March 31, 2005 and December 31,2004.

39

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We have no material commitments forcapital expenditures, other than planned site acquisitions. However, weanticipate our capital expenditures for tower related equipment andtower augmentations and improvements during 2005 will be comparable ona per tower basis to that which we incurred during 2004. We havecompleted the initial implementation of our PeopleSoft software systemfor all of our accounting functions including accounts payable,accounts receivable and all internal reporting functions. We have alsocompleted implementation of a separate software system, manageStar, tomanage data related to our communications sites, including tenantleases, ground leases and other operational data. For the three monthsMarch 31, 2005, we incurred $0.6 million related to theseimplementations and obtained three-year financing for approximately$0.2 million of the these costs. The remaining costs were paid fromcash.

Critical Accounting Policies and Estimates

Thepreparation of our financial statements in conformity with accountingprinciples generally accepted in the United States requires us to makeestimates and judgments that affect our reported amounts of assets andliabilities, revenues and expenses. We consider an accounting estimateto be critical if it requires assumptions to be made that wereuncertain at the time the estimate was made and changes in theestimate, or different estimates that could have been selected, couldhave a material impact on our consolidated results of operations orfinancial condition. We have identified the following new criticalaccounting policy.

    Derivative Financial InstrumentsIndexed to, and Settled in our Stock

For derivativefinancial instruments indexed to, and settled in our stock, we followthe accounting as specified in EITF Issue No.   00-19"Derivative Financial Instruments Indexed to, andPotentially Settled in, a Company's OwnStock".   Under this  pronouncement,for  instruments that meet certain criteria, the instrument isvalued at fair value on the day it is created and is not marked tomarket in subsequent periods.   The instrument is recorded in thestockholders' equity section of the balance sheet under thecaption "Equity Derivatives".   TheInvestor Agreement and Option Agreement, entered into as part of theSprint Transaction, created instruments that qualified for thisaccounting treatment as proscribed under EITF Issue No. 00-19. TheInvestor Agreement had a negative fair value of $62.1 million as ofFebruary 14, 2005. We estimated this fair value using our stock priceon the close of business immediately prior to the execution of thisagreement compared to the $25.50 agreed upon sale price. The volatilityof our stock price does not impact this valuation. The Option Agreementhad a fair value of $37.8 million as of February 14, 2005. We estimatedthis fair value using a binomial model, utilizing our stock price onthe close of business immediately prior to the execution of thisagreement and based on the volatility of our stock price over the pasteight months. We assumed that the volatility of our stock price was25%. A 500 basis point change in the volatility assumption wouldimpact the value of the Option Agreement by approximately 8% to9%.

    New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R) Share-BasedPayment, which is a revision to SFAS No. 123, Accounting forStock-Based Compensation. Generally, the approach in the newpronouncement is similar to the approach described in SFAS No. 123.However, SFAS No. 123(R) would require all share-based payments toemployees, including grants of employee stock options, to be recognizedin the income statement based on their fair values at the date ofgrant. The pronouncement is effective for us as of January 1, 2006. Asof the required effective date, we will apply this Statement using amodified version of prospective application. Under that transitionmethod, compensation cost for the portion of awards for which therequisite service has not been rendered and that are outstanding as ofthe required effective date shall be recognized as the requisiteservice is rendered on or after the required effective date, based onthe grant date fair value of those awards calculated under SFAS No.123. This pronouncement will not have any impact on our liquidity orcash flows.

In March 2005, the FASB issued FASB InterpretationNo. 47 Accounting for Conditional Asset Retirement Obligations.This interpretation clarifies that the term"conditional asset retirement 

40

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obligation" as used in SFAS No.143, Accounting for Asset Retirement Obligations, refers to alegal obligation to perform an asset retirement activity in which thetiming and (or) method of settlement are conditional on a future eventthat may or may not be within the control of the entity. The obligationis unconditional even though uncertainty exists about the timing and(or) method of settlement. This interpretation is effective no laterthan the end of fiscal years ending after December 15, 2005, and iseffective for us as of December 31, 2005. We have not yet determinedthe effect of this new interpretation on our financial statements.

Non-GAAP Financial Measures

    AdjustedEBITDA

We define Adjusted EBITDA as net income before netinterest expense, income tax expense (benefit), depreciation,amortization and accretion expenses, non-cash stock based compensationexpense and gain or losses on extinguishment of debt. Adjusted EBITDAis not a measure of performance calculated in accordance withaccounting principles generally accepted in the United States, or"GAAP."

We use Adjusted EBITDA as ameasure of operating performance. Adjusted EBITDA should not beconsidered in isolation or as a substitute for operating income, netincome or loss, cash flows provided by operating, investing andfinancing activities or other income statement or cash flow statementdata prepared in accordance with GAAP.

We believe AdjustedEBITDA is useful to an investor in evaluating our operating performancebecause:

|              |                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | it is one of the primarymeasures used by our management to evaluate the economic productivityof our operations, including the efficiency of our employees and theprofitability associated with their performance, the realization ofcontract revenues under our tenant leases, our ability to obtain andmaintain our customers and our ability to operate our leasing businesseffectively; |

|              |                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | it is widely used in thewireless tower industry to measure operating performance without regardto items such as depreciation and amortization expenses, which can varydepending upon accounting methods and the book value of assets;and |

|              |                                                                                                                                                                                                                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | we believe it helps investorsmeaningfully evaluate and compare the results of our operations fromperiod to period by removing the impact of our capital structure(primarily interest charges from our outstanding debt) and asset base(primarily depreciation and amortization expenses) from our operatingresults. |

Our management uses AdjustedEBITDA:

|              |                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------|
| •  | in presentations to our boardof directors to enable it to have the same measurement of operatingperformance used by management; |

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | forplanning purposes, including the preparation of our annual operatingbudget; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | for compensation purposes,including as the basis for annual incentive bonuses for certainemployees; |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | as a valuation measure instrategic analyses in connection with the purchase and sale ofassets; |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | with respect to compliance withour credit facilities, which requires us to maintain certain financialratios based on Consolidated EBITDA, which is equivalent to AdjustedEBITDA except that Consolidated EBITDA (i) annualizes the AdjustedEBITDA contribution from newly acquired towers until such towers havebeen owned for twelve months and (ii) excludes asset impairmentcharges, gains or losses on foreign currency exchange and certain othernon-cash charges; and |

|              |                                                                                                                                                                                                                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | as a measurementof operating performance because it assists us in comparing ouroperating performance on a consistent basis as it removes the impact ofour capital structure (primarily interest charges from our outstandingdebt) and asset base (primarily depreciation and amortization) from ouroperating results. |

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There are material limitations to using ameasure such as Adjusted EBITDA, including the difficulty associatedwith comparing results among more than one company and the inability toanalyze certain significant items, including depreciation expense andinterest expense, that directly affect our net income or loss. Wecompensate for these limitations by considering the economic effect ofthe excluded expense items independently as well as in connection withour analysis of net income. Adjusted EBITDA should be considered inaddition to, but not as a substitute for, other measures of financialperformance reported in accordance with generally accepted accountingprinciples.

Adjusted EBITDA is calculated as follows (inthousands):

|                                                     |  |                            |         |                |  |        |        |         |  |  |
|-----------------------------------------------------|--|----------------------------|---------|----------------|--|--------|--------|---------|--|--|
|                                                |  | ThreeMonths Ended March31, |
|                                                |  | 2005                       |         | 2004(restated) |
|                                                |  | (unaudited)                |
| Netincome                                           |  | $                          | 3,896   |           |  | $      | (6,634 | )  |
| Depreciation,amortization and accretion expenses(1) |  |                       | 17,558  |           |  |   | 12,351 |    |
| Interestexpense, net                                |  |                       | 10,201  |           |  |   | 6,091  |    |
| Income taxexpense (benefit)                         |  |                       | (525    | )         |  |   | 11     |    |
| Loss onearly extinguishment ofdebt                  |  |                       | — |           |  |   | 8,449  |    |
| Non-cash stockbased compensationexpense             |  |                       | 318     |           |  |   | 2,604  |    |
| AdjustedEBITDA                                      |  | $                          | 31,448  |           |  | $      | 22,872 |    |
| **SupplementalInformation:**                        |  |                       |    |           |  |   |   |    |
| Effect ofstraight-line rentrevenue                  |  | $                          | 865     |           |  | $      | 643    |    |
| Effect ofstraight-line ground rentexpense           |  | $                          | 1,054   |           |  | $      | 576    |    |
|                                                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Depreciation,amortization and accretion includes $4 related to discontinuedoperations for each of the three months ended March 31, 2005 and2004. |

    Adjusted Funds From Operations

We believe Adjusted Funds From Operations, or AFFO, is anappropriate measure of the performance of REITs because it providesinvestors with an understanding of our ability to incur and servicedebt and make capital expenditures. AFFO, for our purposes, representsnet income available for common stockholders (computed in accordancewith generally accepted accounting principles or GAAP), excluding gains(or losses) on the disposition of real estate assets and real estatedepreciation, amortization and accretion expenses and non-cash stockbased compensation expense.

AFFO does not represent cashgenerated from operating activities in accordance with GAAP andtherefore should not be considered an alternative to net income as anindicator of our operating performance or as an alternative to cashflow provided by operations as a measure of liquidity and is notnecessarily indicative of funds available to fund our cash needsincluding our ability to pay dividends. In addition, AFFO may not becomparable to similarly titled measurements employed by othercompanies.

Our management usesAFFO:

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | in monthly management reportsgiven to our board of directors; |

|              |                                                                                                             |
|--------------|-------------------------------------------------------------------------------------------------------------|
| •  | toprovide a measure of our REIT operating performance that can becompared to other companies using AFFO;and |

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | as an important supplementalmeasure of operating performance. |

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Adjusted Funds From Operations iscalculated as follows (inthousands):

|                                                             |  |                            |         |                |  |        |        |         |  |  |
|-------------------------------------------------------------|--|----------------------------|---------|----------------|--|--------|--------|---------|--|--|
|                                                        |  | ThreeMonths Ended March31, |
|                                                        |  | 2005                       |         | 2004(restated) |
|                                                        |  | (unaudited)                |         |           |
| Netincome                                                   |  | $                          | 3,896   |           |  | $      | (6,634 | )  |
| Real estatedepreciation, amortization and accretionexpenses |  |                       | 17,135  |           |  |   | 11,921 |    |
| (Gain) losson sale ofproperties(1)                          |  |                       | 24      |           |  |   | (205   | )  |
| Losson early extinguishment ofdebt                          |  |                       | — |           |  |   | 8,449  |    |
| Non-cashstock-based compensationexpense                     |  |                       | 318     |           |  |   | 2,604  |    |
| Adjustedfunds fromoperations                                |  | $                          | 21,373  |           |  | $      | 16,135 |    |
|                                                             |

|     |                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | (Gain)loss on sale of properties includes $18 and ($142) for the three monthsended March 31, 2005, and 2004, respectively related to continuingoperations; and $6 and ($63) for the three months ended March 31, 2005,and 2004, respectively related to discontinued operations. |

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK.

    Interest Rate Risk

We are exposed to market risks from changes in interest ratescharged on our debt. The impact on earnings and value of our long-termdebt is subject to change as a result of movements in market rates andprices. Our variable rate debt under our Revolving Credit Agreementexposed to changes in market interest rates was $51.9 million at March31, 2005.

On January 11, 2005, in anticipation of a newacquisition credit facility and a subsequent third mortgage loan tofinance the acquisition of additional wireless communication towers weexpect to acquire during 2005, we entered into six additional forwardstarting interest rate swaps agreements with Morgan Stanley ascounterparty to hedge the variability of future interest rates on ouranticipated financing. Under the interest rate swaps, we agreed to paythe counterparty a weighted average fixed interest rate of4.403% on a total notional amount of $300.0 million beginning onvarious dates between July 29, 2005 and November 30, 2005 andcontinuing through September 2010 with a mandatory termination date ofJanuary 31, 2006 in exchange for receiving floating payments based onthree month LIBOR on the same notional amounts for the same period.

On February 2, and March 21, 2005, in connection with the SprintTransaction, we entered into ten additional interest rate swapagreements with Bank of America, N.A. as counterparty, in anticipationof securing $850.0 million or more of bridge financing, which isexpected to be replaced by a mortgage loan for a total notional valueof $850.0 million. Under the interest rate swaps, we agreed to pay thecounterparty a weighted average fixed interest rate of 4.354% ona total notional amount of $850.0 million beginning on June 1, 2005through December 1, 2010, with a mandatory termination date of March31, 2006, in exchange for receiving floating payments based onthree-month LIBOR on the same notional amount for the same period.

An unfavorable shift of 100 basis points in interest rates woulddecrease the value of our interest rate swap at March 31, 2005 byapproximately $47 million. If the financing transaction is completed onterms consistent with those currently anticipated, any settlementpayments would be deferred and amortized over the expected life of themortgage loan. If the financing transaction is not completed asanticipated, we would be required to recognize the aggregate fair valueof the swaps in current earnings.

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The following table presents the futureprincipal payment obligations and weighted-average interest rates atMarch 31, 2005 associated with our existing debt instruments assumingour actual level of indebtedness of $51.9 million under our revolver,$1.3  million under capital leases to finance new computersoftware and $703.8 million under our mortgage loans issued on February5, 2004 and December 7,2004.

|                            |  |                               |        |                                                            |  |        |         |        |  |        |         |        |  |            |         |        |  |        |         |        |  |        |         |        |  |        |                                 |        |  |        |                                 |        |  |  |
|----------------------------|--|-------------------------------|--------|------------------------------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------------------------------|--------|--|--------|---------------------------------|--------|--|--|
|                       |  | WeightedAverage Interest Rate |        | ExpectedMaturity Date – Twelve Months Ended March31, |
|                       |  | Total                         |        | 2006                                                       |  | 2007   |         | 2008   |  | 2009   |         | 2010   |  | Thereafter |         |
| Fixedrate:                 |  |                          |   |                                                       |  |   |    |   |  |   |    |   |  |       |    |   |  |   |    |   |  |   |    |   |  |   |                            |   |  |   |                            |   |
| February2004 mortgageloan  |  |                          | 5.0    | %                                                     |  | $      | 409,998 |   |  | $      | 7,940   |   |  | $          | 8,430   |   |  | $      | 8,950   |   |  | $      | 384,678 |   |  | $      |     — |   |  | $      |     — |   |
| December 2004 mortgageloan |  |                          | 4.7    | %                                                     |  |   | 293,825 |   |  |   | — |   |  |       | — |   |  |   | — |   |  |   | 293,825 |   |  |   | —                         |   |  |   | —                         |   |
| Capital leaseobligations   |  |                          | 9.7    | %                                                     |  |   | 1,318   |   |  |   | 531     |   |  |       | 583     |   |  |   | 204     |   |  |   | — |   |  |   | —                         |   |  |   | —                         |   |
| Total fixed ratedebt       |  |                          |   |                                                       |  |   | 705,141 |   |  |   | 8,471   |   |  |       | 9,013   |   |  |   | 9,154   |   |  |   | 678,503 |   |  |   | —                         |   |  |   | —                         |   |
| Variablerate:              |  |                          |   |                                                       |  |   |    |   |  |   |    |   |  |       |    |   |  |   |    |   |  |   |    |   |  |   |                            |   |  |   |                            |   |
| RevolvingCreditAgreement   |  |                          | 5.9    | %                                                     |  |   | 51,917  |   |  |   | 51,917  |   |  |       | — |   |  |   | — |   |  |   | — |   |  |   | —                         |   |  |   | —                         |   |
| Totaldebt                  |  |                          |   |                                                       |  | $      | 757,058 |   |  | $      | 60,388  |   |  | $          | 9,013   |   |  | $      | 9,154   |   |  | $      | 678,503 |   |  | $      | —                         |   |  | $      | —                         |   |
|                            |

    ForeignCurrency Exchange Risk

Our exposure to adverse movements inforeign currency exchange rates is primarily related to oursubsidiaries' operating expenses, primarily in the United Kingdomand Canada, denominated in the respective local currency. Ahypothetical change of 10% in foreign currency exchange rateswould not have a material impact on our consolidated financialstatements or results of operations.

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ITEM4.    CONTROLS AND PROCEDURES.

a)    DisclosureControls and Procedures.

Our management, with the participationof our Chief Executive Officer and Chief Financial Officer, hasevaluated the effectiveness of our disclosure controls and procedures(as such term is defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended, (the"Exchange Act")) as of the end of the periodcovered by this report. Our Company's disclosure controls andprocedures are designed to provide reasonable assurance thatinformation is recorded, processed, summarized and reported accuratelyand on a timely basis. Primarily due to our recent restatement of ourpreviously issued financial statements due to the changes in leaseaccounting affecting all tower companies and many other publiccompanies, we received a letter setting forth a "materialweakness" from our independent registered publicaccounting firm, as part of their audit of our financial statements.While we were not required to obtain an attestation with regard to ourinternal controls over financial reporting for the period covered bythis report, as set forth in section 404 of the Sarbanes Oxley Act of2002, this would have been a material weakness under those definitions,as well. We have begun the process of documenting our internal controlsover financial reporting and have identified and expect to continue toidentify matters which will require remediation. We have taken steps toimprove our internal controls; however, additional steps will berequired to improve our internal controls, and these may be both timeconsuming and costly. Additionally, there can be no assurance that we,or our independent registered public accounting firm, may not discoverother material weaknesses during the assessment of our internalcontrols for 2005 that will be difficult to remediate timely, henceaffecting the conclusion about the design and/or effectiveness of ourcontrols for 2005.

b)    Internal Control Over FinancialReporting.

Other than as set forth above in subparagraph (a),there have not been any changes in our internal control over financialreporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act) during the fiscal quarter to which this reportrelates that have materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM1.    LEGAL PROCEEDINGS.

We are involved inlitigation incidental to the conduct of our business. We believe thatnone of such pending litigation or unasserted claims of which we haveknowledge, will have a material adverse effect on our business,financial condition, results of operations or liquidity.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USEOFPROCEEDS.

|           |      |
|-----------|------|
| (a)  | None |

|           |      |
|-----------|------|
| (b)  | None |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)  | 1.    The acquisition credit facilityrestricts the ability of Global Signal Acquisitions to makedistributions except, so long as no event of default then exists orwill result, (i) distributions in cash or other property to the extentrequired to satisfy the REIT Distribution Requirement (as defined inthe acquisition credit facility), (ii) equity distributions asconsideration for a merger of Global Signal Acquisitions, or one of itssubsidiaries, into Global Signal Inc. or a subsidiary of Global SignalInc., (iii) distributions in cash to Global Signal OP used exclusivelyto make payments under the Revolving Credit Agreement and otherdistributions in an amount not to exceed $7,500,000 in the aggregateduring the term of acquisition credit facility and (iv) otherdistributions in cash to Global Signal OP so long as, both immediatelyprior to and after giving effect to such distribution, the aggregateoutstanding principal amount of acquisition loans thereunder would beless than 68% of the aggregate tower value of all towers ownedby the Global Signal Acquisitions plus any cash or cash equivalentsheld by Global Signal Acquisitions or its Subsidiaries. |

45

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2.    The Revolving CreditAgreement restricts the ability of Global Signal OP to makedistributions except: (i) distributions in cash or other property tothe extent required to satisfy the REIT Distribution Requirement (asdefined in the Revolving Credit Agreement), and, (ii) so long as noevent of default then exists or would result, (1) equity distributionsas consideration for a merger, so long as no event of default thenexists or will result, of Global Signal OP, or one of its subsidiaries,into Global Signal Inc. or a subsidiary of Global Signal Inc., (2) inaddition to and without duplication of dividends paid under clause (i)above, ordinary quarterly dividends to the holders of capital stock ofthe Global Signal OP in an amount reasonably comparable to ordinaryquarterly dividends customarily declared (including increases in suchdividends consistent, in terms of the percentage of such increase, withpast practices) by the board of directors of Global Signal Inc., and(3) distributions of cash to the extent necessary to pay the ordinaryoperating expenses of Global Signal Inc., provided that the aggregateamount of such distributions from December 3, 2004 shall not exceed$2,000,000

3.    Our mortgage loan may indirectlyrestrict the payment of dividends, as decreases below certain levels inour Debt Service Coverage Ratio would require excess cash flows, thatcould be used to pay dividends, be used to repay outstanding principaldue under the mortgage loan.

ITEM 3.    DEFAULTS UPONSENIOR SECURITIES.

None.

ITEM4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

None.

ITEM 5.    OTHERINFORMATION.

|           |      |
|-----------|------|
| (a)  | None |

|           |      |
|-----------|------|
| (b)  | None |

ITEM6.    EXHIBITS.

    

|               |  |                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                     |
| 3.1           |  | Amendedand restated Certificate of Incorporation of the Registrant(incorporated by reference to Exhibit 3.1 to the Company'sRegistration Statement on Form S-11 (Amendment No. 1) (No. 333-112839)filed on April 2, 2004)                                                                       |
| 3.2           |  | Certificate ofAmendment of Amended and Restated Certificate of Incorporation(incorporated by reference to Exhibit 3.2 to the Company'sRegistration Statement on Form S-11 (Amendment No. 3) (No. 333-112839)filed on May 19, 2004)                                                              |
| 3.3           |  | Amended andRestated Bylaws of the Registrant (incorporated by reference to Exhibit3.3 to the Company's Registration Statement on Form S-11(Amendment No. 1) (No. 333-112839) filed on April 2,2004)                                                                                             |
| 10.1          |  | Form of Restricted Shares AwardAgreement (incorporated by reference to Exhibit 10.1 to the CompanyCurrent Report on Form 8-K (No. 001-32168) filed on January 12,2005)                                                                                                                          |
| 10.2          |  | Agreement to Contribute, Leaseand Sublease, dated as of February 14, 2005 among Sprint Corporation,the Sprint subsidiaries named therein and Global Signal Inc.(incorporated by reference to Exhibit 10.1 to the Company'sCurrent Report of Form 8-K (No. 001-32168) filed on February 17,2005) |
|               |

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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |
|---------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.3          |  | Amended and RestatedCredit Agreement, dated as of February 9, 2005, among Global SignalOperating Partnership, L.P. Bank of America, N.A., Morgan Stanley AssetFunding Inc. (incorporated by reference to Exhibit 10.4 to theCompany's Current Report on Form 8-K filed on February 17,2005)                                                                                                                                                                                                                                                                                                            |
| 10.4          |  | Investment Agreement, dated as ofFebruary 14, 2005, by and among Global Signal Inc., Fortress InvestmentFund II LLC, Abrams Capital Partners II, L.P., Abrams Capital PartnersI, L.P. Whitecrest Partners, L.P., Abrams Capital International, LTD,Riva Capital Partners, L.P., Greenhill Capital Partners, L.P.,Greenhill Capital Partners (Cayman), L.P., Greenhill Capital Partners(Executives), L.P., Greenhill Capital, L.P., and Greenhill CapitalPartners (Employees) II, L.P. (incorporated by reference to Exhibit10.2 to the Company's Current Report on Form 8-K filed onFebruary 17, 2005) |
| 31.1          |  | Certification ofChief Executive Officer as adopted pursuant to Section 302 of theSarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2          |  | Certification of Chief FinancialOfficer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 32.1          |  | Certification of Chief ExecutiveOfficer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.2          |  | Certification of Chief FinancialOfficer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|               |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Actof 1934, as amended, the registrant has duly caused this report to besigned on its behalf by the undersigned thereunto duly authorized.

|  | Global Signal Inc.Registrant |
|--|------------------------------|

|  | By: |
|--|-----|

|  | /s/ William T.Freeman                                 |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | WilliamT. Freeman, Chief Financial Officer |
|--|--------------------------------------------|

|  | Dated:  May13, 2005 |
|--|--------------------------|

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