UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549

FORM 10-Q

[X] QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended June 30, 2005

OR

[    ] TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to______________

Commission File Number 001-32168

GLOBALSIGNAL INC.

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                      |  | 65-0652634                          |
| (State or otherjurisdiction of incorporation or organization) |  | (I.R.S.Employer Identification No.) |
|                                                               |

301 NorthCattlemen Road, Suite 300, Sarasota, Florida 34232-6427(Address of principal executive offices)

Telephone:(941) 364-8886(Registrant's telephone number, includingarea code)

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

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of the Exchange Act).

Yes    No X

Indicate by check mark whether theregistrant has filed all documents and reports required to be filed bySections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed bya court.

Yes X No    

At August 5,2005, Registrant had outstanding 68,468,918 shares of $0.01 par valuecommon stock.

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PART I.    FINANCIALINFORMATION

|         |  |                                                                                                             |  |        |    |        |  |  |  |  |
|---------|--|-------------------------------------------------------------------------------------------------------------|--|--------|----|--------|--|--|--|--|
|    |  |                                                                                                        |  | Page   |
| Item1.  |  | FinancialStatements                                                                                         |  |
|    |  | Condensed Consolidated BalanceSheets as of June 30, 2005 (unaudited) and December 31,2004                   |  |   | 2  |   |
|    |  | Condensed ConsolidatedStatements of Operations (unaudited) for the Three Months Ended June30, 2005 and 2004 |  |   | 3  |   |
|    |  | CondensedConsolidated Statements of Operations (unaudited) for the Six MonthsEnded June 30, 2005 and 2004   |  |   | 4  |   |
|    |  | Condensed Consolidated Statement ofStockholders' Equity (unaudited) for the Six Months Ended June30, 2005   |  |   | 5  |   |
|    |  | Condensed ConsolidatedStatements of Cash Flows (unaudited) for the Six Months Ended June 30,2005 and 2004   |  |   | 6  |   |
|    |  | Notes to UnauditedCondensed Consolidated Financial Statements                                               |  |   | 7  |   |
| Item 2. |  | Management's Discussion and Analysis ofFinancial Condition and Results of Operations                        |  |   | 26 |   |
| Item 3. |  | Quantitative and Qualitative Disclosures AboutMarket Risk                                                   |  |   | 47 |   |
| Item 4. |  | Controls andProcedures                                                                                      |  |   | 48 |   |
|         |

PART II.    OTHERINFORMATION

|            |  |                                                            |  |        |    |        |  |  |  |  |
|------------|--|------------------------------------------------------------|--|--------|----|--------|--|--|--|--|
| Item1.     |  | LegalProceedings                                           |  |   | 49 |   |
| Item 2.    |  | UnregisteredSales of Equity Securities and Use of Proceeds |  |   | 49 |   |
| Item 3.    |  | Defaults Upon SeniorSecurities                             |  |   | 50 |   |
| Item 4.    |  | Submission ofMatters to a Vote of Security Holders         |  |   | 50 |   |
| Item 5.    |  | Other Information                                          |  |   | 51 |   |
| Item 6.    |  | Exhibits                                                   |  |   | 52 |   |
| SIGNATURES |  |                                                       |  |   | 54 |   |
|            |

1

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PARTI.    FINANCIAL INFORMATION

Item 1.    FinancialStatements:

GLOBAL SIGNAL INC. CONDENSED CONSOLIDATEDBALANCE SHEETS (in thousands, except sharedata)

|                                                                                                                                                                                        |  |             |           |                  |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|-----------|------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                   |  | June30,2005 |           | December 31,2004 |
| Assets                                                                                                                                                                                 |  | (unaudited) |           |
| Currentassets:                                                                                                                                                                         |  |
| Cash and cashequivalents                                                                                                                                                               |  | $           | 61,142    |             |  | $      | 5,991   |    |
| Accountsreceivable,net                                                                                                                                                                 |  |        | 658       |             |  |   | 533     |    |
| Prepaid expensesand other currentassets                                                                                                                                                |  |        | 40,944    |             |  |   | 9,772   |    |
|                                                                                                                                                                                   |  |        | 102,744   |             |  |   | 16,296  |    |
| Restrictedcash                                                                                                                                                                         |  |        | 18,248    |             |  |   | 72,854  |    |
| Fixed assets,net                                                                                                                                                                       |  |        | 1,633,577 |             |  |   | 636,200 |    |
| Intangibleassets:                                                                                                                                                                      |  |
| Lease absorption value,net                                                                                                                                                             |  |        | 446,659   |             |  |   | 149,625 |    |
| Leaseholdinterests,net                                                                                                                                                                 |  |        | 10,238    |             |  |   | 7,791   |    |
| Goodwill                                                                                                                                                                               |  |        | 9,867     |             |  |   | 9,770   |    |
| Deferreddebt issuance costs,net                                                                                                                                                        |  |        | 21,019    |             |  |   | 18,911  |    |
| Other                                                                                                                                                                                  |  |        | 18,822    |             |  |   | 4,461   |    |
| Otherassets                                                                                                                                                                            |  |        | 10,286    |             |  |   | 7,461   |    |
|                                                                                                                                                                                   |  | $           | 2,271,460 |             |  | $      | 923,369 |    |
| **Liabilitiesand S tockholders'Equity**                                                                                                                                                |  |
| Currentliabilities:                                                                                                                                                                    |  |
| Accounts payable and accruedexpenses                                                                                                                                                   |  | $           | 28,992    |             |  | $      | 16,397  |    |
| Dividendspayable                                                                                                                                                                       |  |        | 30,810    |             |  |   | 20,491  |    |
| Deferredrevenue                                                                                                                                                                        |  |        | 18,480    |             |  |   | 13,410  |    |
| Interestrate swap liabilities, at fairvalue                                                                                                                                            |  |        | 12,460    |             |  |   | — |    |
| Notespayable and current portion of long-termdebt                                                                                                                                      |  |        | 933,407   |             |  |   | 8,268   |    |
|                                                                                                                                                                                   |  |        | 1,024,149 |             |  |   | 58,566  |    |
| Long-termdebt                                                                                                                                                                          |  |        | 694,422   |             |  |   | 698,652 |    |
| Other long-termliabilities                                                                                                                                                             |  |        | 30,991    |             |  |   | 12,954  |    |
| Totalliabilities                                                                                                                                                                       |  |        | 1,749,562 |             |  |   | 770,172 |    |
| Stockholders'equity:                                                                                                                                                                   |  |
| Preferred stock, $0.01 par value,20,000,000 shares authorized, no shares issued or outstanding at June30, 2005 and December 31,2004                                                    |  |        | —   |             |  |   | — |    |
| Commonstock, $0.01 par value, 150,000,000 shares authorized, 68,466,360shares issued and outstanding at June 30, 2005, and 51,304,769shares issued and outstanding at December 31,2004 |  |        | 684       |             |  |   | 513     |    |
| Additionalpaid-incapital                                                                                                                                                               |  |        | 546,567   |             |  |   | 157,004 |    |
| Deferredstock-basedcompensation                                                                                                                                                        |  |        | (2,464    | )           |  |   | (3,101  | )  |
| Accumulatedother comprehensiveloss                                                                                                                                                     |  |        | (13,465   | )           |  |   | (1,219  | )  |
| Accumulateddeficit                                                                                                                                                                     |  |        | (9,424    | )           |  |   | — |    |
|                                                                                                                                                                                   |  |        | 521,898   |             |  |   | 153,197 |    |
|                                                                                                                                                                                   |  | $           | 2,271,460 |             |  | $      | 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) (in thousands,except per sharedata)

|                                                                                                                       |  |                          |         |            |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------|--|--------------------------|---------|------------|--|--------|---------|---------|--|--|
|                                                                                                                  |  | ThreeMonts Ended June30, |
|                                                                                                                  |  | 2005                     |         | 2004       |
|                                                                                                                  |  |                     |         | (restated) |
| Revenues                                                                                                              |  | $                        | 77,928  |       |  | $      | 43,538  |    |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                     |  |                     | 30,249  |       |  |   | 13,336  |    |
| Selling,general and administrative (excluding $972 and $608 of non-cashstock-based compensation expense,respectively) |  |                     | 8,425   |       |  |   | 5,856   |    |
| Sprintsites integrationcosts                                                                                          |  |                     | 3,164   |       |  |   | — |    |
| Statefranchise, excise and minimumtaxes                                                                               |  |                     | 157     |       |  |   | 165     |    |
| Depreciation,amortization andaccretion                                                                                |  |                     | 28,385  |       |  |   | 12,413  |    |
| Non-cashstock-based compensationexpense                                                                               |  |                     | 972     |       |  |   | 608     |    |
|                                                                                                                  |  |                     | 71,352  |       |  |   | 32,378  |    |
| Operatingincome                                                                                                       |  |                     | 6,576   |       |  |   | 11,160  |    |
| Interestexpense, net                                                                                                  |  |                     | 15,538  |       |  |   | 6,810   |    |
| Loss onearly extinguishment ofdebt                                                                                    |  |                     | 461     |       |  |   | — |    |
| Other expenses(income)                                                                                                |  |                     | 21      |       |  |   | (17     | )  |
| Income (loss) fromcontinuing operations before income taxexpense                                                      |  |                     | (9,444  | )     |  |   | 4,367   |    |
| Income taxexpense                                                                                                     |  |                     | (16     | )     |  |   | (102    | )  |
| Income(loss) from continuingoperations                                                                                |  |                     | (9,460  | )     |  |   | 4,265   |    |
| Income(loss) from discontinuedoperations                                                                              |  |                     | 1       |       |  |   | (190    | )  |
| Income(loss) before gain (loss) on sale ofproperties                                                                  |  |                     | (9,459  | )     |  |   | 4,075   |    |
| Gain (loss)on sale ofproperties                                                                                       |  |                     | 35      |       |  |   | (6      | )  |
| Netincome(loss)                                                                                                       |  | $                        | (9,424  | )     |  | $      | 4,069   |    |
| Basicincome (loss) per common share:                                                                                  |  |
| Income (loss)from continuingoperations                                                                                |  | $                        | (0.16   | )     |  | $      | 0.10    |    |
| Income(loss) from discontinuedoperations                                                                              |  |                     | — |       |  |   | (0.01   | )  |
| Gain(loss) on sale ofproperties                                                                                       |  |                     | — |       |  |   | — |    |
| Netincome(loss)                                                                                                       |  | $                        | (0.16   | )     |  | $      | 0.09    |    |
| Dilutedincome (loss) per common share:                                                                                |  |
| Income (loss)from continuingoperations                                                                                |  | $                        | (0.16   | )     |  | $      | 0.09    |    |
| Income(loss) from discontinuedoperations                                                                              |  |                     | — |       |  |   | — |    |
| Gain(loss) on sale ofproperties                                                                                       |  |                     | — |       |  |   | — |    |
| Netincome(loss)                                                                                                       |  | $                        | (0.16   | )     |  | $      | 0.09    |    |
| Dividendsdeclared per commonshare                                                                                     |  | $                        | 0.4500  |       |  | $      | 0.3125  |    |
| Weightedaverage number of common sharesoutstanding                                                                    |  |
| Basic                                                                                                                 |  |                     | 59,762  |       |  |   | 44,461  |    |
| Diluted                                                                                                               |  |                     | 59,762  |       |  |   | 47,282  |    |
|                                                                                                                       |

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

3

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

|                                                                                                                           |  |                         |         |            |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------|--|-------------------------|---------|------------|--|--------|---------|---------|--|--|
|                                                                                                                      |  | SixMonths Ended June30, |
|                                                                                                                      |  | 2005                    |         | 2004       |
|                                                                                                                      |  |                    |         | (restated) |
| Revenues                                                                                                                  |  | $                       | 132,222 |       |  | $      | 86,336  |    |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                         |  |                    | 46,460  |       |  |   | 26,808  |    |
| Selling,general and administrative (excluding $1,290 and $3,212 of non-cashstock-based compensation expense,respectively) |  |                    | 14,863  |       |  |   | 12,415  |    |
| Sprintsites integrationcosts                                                                                              |  |                    | 3,164   |       |  |   | — |    |
| Statefranchise, excise and minimumtaxes                                                                                   |  |                    | 332     |       |  |   | 337     |    |
| Depreciation,amortization andaccretion                                                                                    |  |                    | 45,874  |       |  |   | 24,760  |    |
| Non-cashstock-based compensationexpense                                                                                   |  |                    | 1,290   |       |  |   | 3,212   |    |
|                                                                                                                      |  |                    | 111,983 |       |  |   | 67,532  |    |
| Operatingincome                                                                                                           |  |                    | 20,239  |       |  |   | 18,804  |    |
| Interestexpense, net                                                                                                      |  |                    | 25,739  |       |  |   | 12,902  |    |
| Loss onearly extinguishment ofdebt                                                                                        |  |                    | 461     |       |  |   | 8,449   |    |
| Otherincome                                                                                                               |  |                    | (82     | )     |  |   | (9      | )  |
| Lossfrom continuing operations before                                                                                     |  |
| income tax benefit(expense)                                                                                               |  |                    | (5,879  | )     |  |   | (2,538  | )  |
| Income taxbenefit(expense)                                                                                                |  |                    | 509     |       |  |   | (113    | )  |
| Lossfrom continuingoperations                                                                                             |  |                    | (5,370  | )     |  |   | (2,651  | )  |
| Loss fromdiscontinuedoperations                                                                                           |  |                    | (176    | )     |  |   | (50     | )  |
| Lossbefore gain on sale ofproperties                                                                                      |  |                    | (5,546  | )     |  |   | (2,701  | )  |
| Gain onsale ofproperties                                                                                                  |  |                    | 18      |       |  |   | 136     |    |
| Netloss                                                                                                                   |  | $                       | (5,528  | )     |  | $      | (2,565  | )  |
| Basicand diluted loss per common share:                                                                                   |  |
| Loss fromcontinuingoperations                                                                                             |  | $                       | (0.10   | )     |  | $      | (0.06   | )  |
| Lossfrom discontinuedoperations                                                                                           |  |                    | — |       |  |   | — |    |
| Gainon sale ofproperties                                                                                                  |  |                    | — |       |  |   | — |    |
| Netloss                                                                                                                   |  | $                       | (0.10   | )     |  | $      | (0.06   | )  |
| Dividendsdeclared per commonshare                                                                                         |  | $                       | 0.8500  |       |  | $      | 0.6250  |    |
| Weightedaverage number of common sharesoutstanding                                                                        |  |
| Basic                                                                                                                     |  |                    | 55,914  |       |  |   | 42,760  |    |
| Diluted                                                                                                                   |  |                    | 55,914  |       |  |   | 42,760  |    |
|                                                                                                                           |

Theaccompanying Notes to Unaudited Condensed Consolidated FinancialStatements arean integral part of these condensed financialstatements.

4

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GLOBAL SIGNAL INC. CONSOLIDATEDSTATEMENT OF CHANGES IN STOCKHOLDERS ' EQUITY (in thousands,except sharedata)

|                                                                                           |  |             |            |                          |  |                                 |         |                   |  |                                   |         |                    |  |                   |         |                     |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------|--|-------------|------------|--------------------------|--|---------------------------------|---------|-------------------|--|-----------------------------------|---------|--------------------|--|-------------------|---------|---------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                      |  | CommonStock |            | AdditionalPaid-InCapital |  | DeferredStock-BasedCompensation |         | ComprehensiveLoss |  | AccumulatedOtherComprehensiveLoss |         | AccumulatedDeficit |  | EquityDerivatives |         | Stockholders'Equity |
|                                                                                      |  | Shares      |            | Amount                   |  |
| **Balanceat December 31,2004**                                                            |  |        | 51,304,769 |                     |  | $                               | 513     |              |  | $                                 | 157,004 |               |  | $                 | (3,101  | )              |  |   |    |    |  | $      | (1,219  | )  |  | $      | — |    |  | $      | — |    |  | $      | 153,197 |    |
| Comprehensiveincome:                                                                      |  |
| Netloss                                                                                   |  |        |       |                     |  |                            |    |              |  |                              |    |               |  |              |    |                |  | $      | (5,528  | )  |  |   | — |    |  |   | (5,528  | )  |  |   | — |    |  |   | (5,528  | )  |
| Foreigncurrency translationadjustment                                                     |  |        |       |                     |  |                            |    |              |  |                              |    |               |  |              |    |                |  |   | (519    | )  |  |   | (519    | )  |  |   | — |    |  |   | — |    |  |   | (519    | )  |
| Changein fair value of derivative financial instruments, net of applicableincometaxes     |  |        |       |                     |  |                            |    |              |  |                              |    |               |  |              |    |                |  |   | (12,189 | )  |  |   | (12,189 | )  |  |   | — |    |  |   | — |    |  |   | (12,189 | )  |
| Amortizationof accumulated other comprehensive income on terminated derivativeinstruments |  |        |       |                     |  |                            |    |              |  |                              |    |               |  |              |    |                |  |   | — |    |  |   | 462     |    |  |   | — |    |  |   | — |    |  |   | 462     |    |
| Totalcomprehensiveloss                                                                    |  |        |       |                     |  |                            |    |              |  |                              |    |               |  |              |    |                |  | $      | (18,236 | )  |  |
| Issuanceof common stock:                                                                  |  |
| Secondary offering, net ofoffering costs of $10.7million                                  |  |        | 6,325,000  |                     |  |                            | 63      |              |  |                              | 183,443 |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 183,506 |    |
| Privateoffering – Sprint InvestorsAgreement                                         |  |        | 9,803,922  |                     |  |                            | 98      |              |  |                              | 249,902 |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 250,000 |    |
| Warrantsexercised                                                                         |  |        | 11,646     |                     |  |                            | — |              |  |                              | 105     |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 105     |    |
| Optionsexercised                                                                          |  |        | 1,001,023  |                     |  |                            | 10      |              |  |                              | 3,636   |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 3,646   |    |
| Sharesissued todirectors                                                                  |  |        | 20,000     |                     |  |                            | — |              |  |                              | 654     |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 654     |    |
| Ordinarydividends declared and paid ($0.40 pershare)                                      |  |        | —    |                     |  |                            | — |              |  |                              | (17,367 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | (3,896  | )  |  |   | — |    |  |   | (21,263 | )  |
| Ordinarydividends declared ($0.45 pershare)                                               |  |        | —    |                     |  |                            | — |              |  |                              | (30,810 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (30,810 | )  |
| Equityderivative –issuance                                                          |  |        | —    |                     |  |                            | — |              |  |                              | (24,314 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | 24,314  |    |  |   | (24,314 | )  |
| Equityderivative – fulfillment orexpiration                                         |  |        | —    |                     |  |                            | — |              |  |                              | 24,314  |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | (24,314 | )  |  |   | 24,314  |    |
| Vestingof deferred stock-based compensation                                               |  |        | —    |                     |  |                            | — |              |  |                              | — |               |  |              | 637     |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   |    |    |  |   | 637     |    |
| **Balanceat June 30, 2005(unaudited)**                                                    |  |        | 68,466,360 |                     |  | $                               | 684     |              |  | $                                 | 546,567 |               |  | $                 | (2,464  | )              |  |   |    |    |  | $      | (13,465 | )  |  | $      | (9,424  | )  |  | $      | — |    |  | $      | 521,898 |    |
|                                                                                           |

Theaccompanying Notes to Consolidated Financial Statements are an integralpart of these financialstatements

5

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

|                                                                                                  |  |                         |            |            |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------------|--|-------------------------|------------|------------|--|--------|----------|---------|--|--|
|                                                                                             |  | SixMonths Ended June30, |
|                                                                                             |  | 2005                    |            | 2004       |
|                                                                                             |  |                    |            | (restated) |
| **Cashflows from operating activities:**                                                         |  |
| Netloss                                                                                          |  | $                       | (5,528     | )     |  | $      | (2,565   | )  |
| Adjustmentsto reconcile net loss to net cash provided by operatingactivities:                    |  |
| Depreciation, amortization andaccretion                                                          |  |                    | 46,017     |       |  |   | 24,769   |    |
| Amortizationof deferred debt issuance and hedgingcosts                                           |  |                    | 3,734      |       |  |   | 2,629    |    |
| Loss onearly extinguishment ofdebt                                                               |  |                    | 461        |       |  |   | 8,449    |    |
| Non-cashstock-based compensationexpense                                                          |  |                    | 1,290      |       |  |   | 3,212    |    |
| Othernon-cashadjustments                                                                         |  |                    | (932       | )     |  |   | 1,188    |    |
| Increase incurrentassets                                                                         |  |                    | (14,053    | )     |  |   | (2,895   | )  |
| Increasein currentliabilities                                                                    |  |                    | 7,764      |       |  |   | 4,593    |    |
| Netcash provided by operatingactivities                                                          |  |                    | 38,753     |       |  |   | 39,380   |    |
| **Cashflows from investing activities:**                                                         |  |
| Paymentsmade in connection with acquisitions of communicationssites                              |  |                    | (1,345,689 | )     |  |   | (77,470  | )  |
| Capitalexpenditures                                                                              |  |                    | (5,591     | )     |  |   | (4,981   | )  |
| Proceedsfrom the sale of fixedassets                                                             |  |                    | 2,252      |       |  |   | 637      |    |
| Fundsprovided by (invested in) restrictedcash                                                    |  |                    | 54,606     |       |  |   | (22,451  | )  |
| Purchaseof Pinnacle Towers Acquisitions LLCsubsidiary                                            |  |                    | —    |       |  |   | (20      | )  |
| Netcash used in investingactivities                                                              |  |                    | (1,294,422 | )     |  |   | (104,285 | )  |
| **Cashflows from financingactivities:**                                                          |  |
| Borrowings under mortgageloans                                                                   |  |                    | —    |       |  |   | 418,000  |    |
| Borrowingsunder notes payable and long-termdebt                                                  |  |                    | 1,018,631  |       |  |   | 5,416    |    |
| Repaymentof long-term debt and mortgageloans                                                     |  |                    | (97,965    | )     |  |   | (271,887 | )  |
| Paymentof debt issuancecosts                                                                     |  |                    | (5,841     | )     |  |   | (14,034  | )  |
| Paymentmade to terminate interest rateswap                                                       |  |                    | —    |       |  |   | (6,175   | )  |
| Specialdistributionpaid                                                                          |  |                    | —    |       |  |   | (142,188 | )  |
| Ordinarydividendspaid                                                                            |  |                    | (41,754    | )     |  |   | (34,660  | )  |
| Proceedsfrom the issuance of common stock, net of offeringcosts                                  |  |                    | 437,257    |       |  |   | 143,021  |    |
| Netcash provided by financingactivities                                                          |  |                    | 1,310,328  |       |  |   | 97,493   |    |
| Effectof exchange rate changes oncash                                                            |  |                    | 492        |       |  |   | (199     | )  |
| Netincrease in cash and cashequivalents                                                          |  |                    | 55,151     |       |  |   | 32,389   |    |
| Cash andcash equivalents, beginning ofperiod                                                     |  |                    | 5,991      |       |  |   | 9,661    |    |
| Cashand cash equivalents, end ofperiod                                                           |  | $                       | 61,142     |       |  | $      | 42,050   |    |
| **Non-cashinvesting and financingtransactions:**                                                 |  |
| Assets acquired under acapital leaseobligation                                                   |  | $                       | 243        |       |  | $      | 1,108    |    |
| Increase(decrease) in the fair value of interest rate swaps recorded to othercomprehensiveincome |  | $                       | (12,189    | )     |  | $      | 3,345    |    |
| Sharesissued todirectors                                                                         |  | $                       | 654        |       |  | $      | 360      |    |
| **Supplementaldisclosure of cash flows:**                                                        |  |
| Cash paid forinterest andtaxes                                                                   |  | $                       | 18,085     |       |  | $      | 8,744    |    |
|                                                                                                  |

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

6

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GLOBAL SIGNALINC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS JUNE 30, 2005

|          |                   |
|----------|-------------------|
| 1.  | Nature ofBusiness |

The accompanying unaudited condensed consolidatedfinancial statements reflect the financial position, results ofoperations and cash flows of Global Signal Inc. and its wholly ownedsubsidiaries. Global Signal Inc., formerly Pinnacle Holdings Inc.,owns, leases and manages communications towers and other communicationssites to providers of wireless communications and broadcast services,such as wireless telephony services, paging, mobile radio, wirelessdata transmission and radio and television broadcasting, and tooperators of private networks such as federal, state and localgovernment agencies.

|          |                      |
|----------|----------------------|
| 2.  | Basis ofPresentation |

As used herein, as of June 30, 2005 and December31, 2004, unless the context otherwise requires,"we," "us,""our," "Company,"or "Global Signal" refers to Global SignalInc. and its wholly owned consolidated subsidiaries, including, withoutlimitation, Pinnacle Towers LLC, Pinnacle Towers Canada, Inc., PinnacleTowers Acquisitions Holdings LLC, Global Signal Services LLC, GlobalSignal Acquisition LLC, Global Signal Acquisition II LLC and PinnacleTowers Limited. All significant intercompany balances and transactionshave been eliminated. "Fortress" refers toFortress Investment 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, permit 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 sellers who accept partnership units in theUPREIT as payment.

Results of operations for any interim periodare not necessarily indicative of results of any other periods or forthe year. The accompanying unaudited condensed consolidated financialstatements have been prepared in conformity with generally acceptedaccounting principles in the United States for interim financialstatements and with the instructions to Form 10-Q and Rule 10-01 ofRegulation S-X. They do not include all information and notes requiredby generally accepted accounting principles for complete financialstatements. In the opinion of management, all adjustments (consistingof normal recurring adjustments), considered necessary for fairpresentation have been included. Certain amounts from the prior yearperiod 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.

|          |                                           |
|----------|-------------------------------------------|
| 3.  | Summary of Significant AccountingPolicies |

Use of Estimates

The preparation offinancial statements in conformity with generally accepted accountingprinciples in the United States requires management to make estimatesand assumptions that affect 

7

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the amounts reported in the unauditedcondensed consolidated financial statements and accompanying notes.Actual results may differ from those estimates and such differencescould be material.

Stock-Based Compensation

Aspermitted by Statement 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 our common stock on the dates of grant.During the three and six months ended June 30, 2005, we recognized $0.3million and $0.6 million of compensation expense related to stockoptions granted with exercise prices below market value and restrictedstock grants. 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 EquityInvestments that are Issued to Other than Employees for Acquiring or inConjunction with Selling Goods and Services, for our stock optiongrants to other individuals. As such, we measure compensation expenseat the date of grant and recognize the expense ratably over the serviceperiod. Prior to vesting or termination, we recognize expense using thefair value 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 (loss)would have decreased to the pro forma amounts indicated below (inthousands, except per sharedata):

|                                                                                                                                                            |  |                           |        |             |  |        |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|--------|-------------|--|--------|--------|---------|--|--|
|                                                                                                                                                       |  | ThreeMonths Ended June30, |
|                                                                                                                                                       |  | 2005                      |        | 2004        |
|                                                                                                                                                       |  | (unaudited)               |        | (unaudited) |
|                                                                                                                                                       |  |                      |        | (restated)  |
| Netincome (loss) attributable to commonstockholders:                                                                                                       |  |
| Net income (loss) asreported                                                                                                                               |  | $                         | (9,424 | )      |  | $      | 4,069  |    |
| Add:Stock-based compensation costs included in reported net income (loss),net of $0 related tax effect for allperiods                                      |  |                      | 972    |        |  |   | 608    |    |
| Deduct: Totalstock-based employee compensation expense determined under fair valuebased method for all awards, net of $0 related tax effect for allperiods |  |                      | (1,312 | )      |  |   | (1,520 | )  |
| Proforma net income(loss)                                                                                                                                  |  | $                         | (9,764 | )      |  | $      | 3,157  |    |
| Basicand diluted income (loss) per share attributable to commonstockholders:                                                                               |  |
| Net income (loss) per share asreported                                                                                                                     |  | $                         | (0.16  | )      |  | $      | 0.09   |    |
| Proforma net income (loss) pershare                                                                                                                        |  | $                         | (0.16  | )      |  | $      | 0.07   |    |
|                                                                                                                                                            |

8

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|                                                                                                                                                            |  |                         |        |             |  |        |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------------|--------|-------------|--|--------|--------|---------|--|--|
|                                                                                                                                                       |  | SixMonths Ended June30, |
|                                                                                                                                                       |  | 2005                    |        | 2004        |
|                                                                                                                                                       |  | (unaudited)             |        | (unaudited) |
|                                                                                                                                                       |  |                    |        | (restated)  |
| Netloss attributable to common stockholders:                                                                                                               |  |
| Net lossasreported                                                                                                                                         |  | $                       | (5,528 | )      |  | $      | (2,565 | )  |
| Add:Stock-based compensation costs included in reported net loss, net of $0related tax effect for allperiods                                               |  |                    | 1,290  |        |  |   | 3,212  |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of $0 related tax effect for allperiods |  |                    | (1,968 | )      |  |   | (5,055 | )  |
| Proforma netloss                                                                                                                                           |  | $                       | (6,206 | )      |  | $      | (4,408 | )  |
| Basicand diluted loss per share attributable to commonstockholders:                                                                                        |  |
| Net loss per share asreported                                                                                                                              |  | $                       | (0.10  | )      |  | $      | (0.06  | )  |
| Proforma net loss pershare                                                                                                                                 |  | $                       | (0.11  | )      |  | $      | (0.10  | )  |
|                                                                                                                                                            |

DerivativeFinancial Instruments indexed to, and Settled in our Stock

Forderivative financial instruments indexed to, and   settled in ourstock, we follow the 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 (See Note8 – Stockholders' Equity). Since the forward contractsunder the Investment Agreement were either fulfilled or expired, the$24.3 million attributable to these equity derivatives at March 31,2005, were reclassified to additional paid-in capital at June 30,2005.

New Accounting Pronouncements

In December2004, the FASB issued SFAS No. 123(R) Share-Based Payment, whichis a revision to SFAS No. 123, Accounting for Stock-BasedCompensation. Generally, the approach in the new pronouncement issimilar to the approach described in SFAS No. 123. However, SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be recognized in the income statementbased on their fair values at the date of grant, beginning with thefirst interim or annual reporting period of the first fiscal yearbeginning on or after June 15, 2005. The pronouncement is effective forus as of January 1, 2006. As of the required effective date, we willapply this Statement using a modified version of prospectiveapplication. Under that transition method, compensation costs for theportion of awards for which the requisite service has not yet beenrendered, and that are outstanding as of the required effective date,shall be recognized as the service is rendered based on the grant datefair value of those awards calculated under SFAS No. 123. We cannotdetermine the effect of the new standard on our financial statements asthe amount of options to be issued in 2006, if any, is not known atthis time.

In March 2005, the FASB issued FASB InterpretationNo. 47 Accounting for Conditional Asset Retirement Obligations.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 believemost of our asset retirement obligations are within our control as totiming and method as they relate to the removal of 

9

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our communications towers from leased landprovided we remove them by the expiration of the lease, however we havenot yet determined the effect of this new interpretation on ourfinancial statements.

|          |              |
|----------|--------------|
| 4.  | Acquisitions |

Sprint Transaction

On May 26, 2005, we, SprintCorporation ("Sprint") and the certain Sprintsubsidiaries (the "Sprint Contributors"),closed on an agreement to contribute, lease and sublease (the"Agreement to Lease"). Under the Agreement toLease, we will lease or operate, for a period of 32 years approximately6,600 wireless communications tower sites and the related towers andassets (collectively, the "Sprint Towers")from six newly formed special purpose entities of Sprint (collectively,"Sprint TowerCo"), under six master leasesfor which we paid an upfront rental payment of approximately $1.2billion as prepaid rent (the "Upfront RentalPayment"), subject to certain conditions, adjustments andpro-rations (the "Sprint Transaction").Certain Sprint entities lease space on approximately 6,350 of theSprint Towers (as discussed below in Sprint Master Lease). We accountedfor this transaction as a capital lease reflecting the substancesimilar to an acquisition. The transaction was funded with proceedsfrom the sales of common stock described in Note 8 –Stockholders' Equity and Note 9 – Common Stock Offering,and the Sprint Bridge Financing described in Note 6 – Debt.

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 integration of theapproximately 6,600 Sprint Towers into our operations is a significantundertaking. To manage the Sprint Towers, we have added approximately100 additional employees which has added significant costs. We willalso incur a substantial amount of non-recurring integration costs withrespect to the Sprint Transaction which will be expensed in 2005. Weincurred $3.2 million of integration costs related to the SprintTransaction during the six months ended June 30, 2005.

Sprint Master Lease

Upon the closing of theSprint Transaction, the Sprint TowerCo entered into a Master Lease andSublease with a wholly owned special purpose entity (the"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 has assumedall of the Sprint Contributors' post closing obligations thatarise under the Sprint Towers ground leases. Additionally, the Lesseeis 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 has the option to purchaseall (but not less than all) of the Sprint Towers then leased forapproximately $2.3 billion.

The Lessee is entitled to allrevenue from the Sprint Towers leased or operated by it during the termof the Master Lease, including amounts payable under existing SprintTowers collocation agreements with third parties. In addition, underthe Master Lease, Sprint entities that are part of Sprint'swireless division have agreed to sublease or otherwise occupycollocation space (the "Sprint 

10

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Collocation Agreement") atapproximately 6,350 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.

Global Signal Inc. guarantees the full and timelypayment and performance and observance of all of the Lessee'sterms, provisions, covenants and obligations under the Master Lease upto a maximum aggregate amount of $200 million.

OtherAcquisitions

On April 29, 2005, we closed on an agreement topurchase 172 wireless communications sites for $32.1 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 80% fromwireless telephony tenants and 18% from public utility tenants.This transaction was funded from our site acquisition reserve accountand from borrowings under the acquisition credit facility (see Note 6– Debt).

On March 21, 2005, we entered into an agreementto purchase 169 wireless communications sites for approximately $53.5million, including estimated fees and expenses, from Triton PCSHoldings, Inc. On June 30, 2005 we closed on 157 of 169 total sitescontracted, for $50.4 million. The remaining 12 sites located in PuertoRico and North Carolina are expected to close in two phases during thethird quarter of 2005 for approximately $3.1 million. This transactionwas funded from an escrow deposit and borrowings under the acquisitioncredit facility (see Note 6 – Debt). The towers are primarilylocated in the Charlotte, Raleigh and Greensboro markets of NorthCarolina, with additional sites located in other regions of NorthCarolina and in South Carolina, Georgia and Puerto Rico. Substantiallyall of the revenues on these towers are derived from wireless telephonytenants. As part of the transaction, Global Signal and Triton enteredinto a 10-year master lease agreement, with three 5-year lease renewaloptions, whereby Triton will pay us an initial monthly rate of $1,850for each of the 169 towers. Additionally, we obtained an exclusiveoption to acquire an additional 70 existing towers owned by Triton,together with an option to acquire all new towers constructed by Tritonduring a one-year period after closing.

We also acquired 121other communications towers in unrelated transactions during the sixmonths ended June 30, 2005 for $51.8 million, including fees andexpenses, which were primarily funded from our site acquisition reserveestablished from our December 2004 mortgage loan and by borrowingsunder the acquisition credit facility (see Note 6 – Debt). Thesetowers are located primarily in the eastern, midwestern andsoutheastern United States and generate substantially all of theirrevenues from wireless telephony tenants or investment grade tenants.During the six months ended June 30, 2005, we also acquired 31 parcelsof land in fee simple title and under long-term easements, which we hadpreviously leased from the sellers thereof, for a total purchase priceof $3.9 million, including fees andexpenses.

|          |                        |
|----------|------------------------|
| 5.  | DiscontinuedOperations |

As a part of our ongoing operational reviews, we makedecisions to divest ourselves of under-performing tower or othercommunications sites, including 42 tower sites in the three and six

11

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months ended June 30, 2005, and 24 and 59tower sites for the three and six months ended June 30, 2004,respectively. At June 30, 2005, we had 86 tower sites that wereclassified as held for disposal by sale. During the three and sixmonths ended June 30, 2005, we recognized $1.1 million in impairmentcharges on our under-performing sites. We recognized no impairmentcharges during the three and six months ended June 30, 2004.

Inaccordance with SFAS No. 144, Accounting for the Impairment orDisposal of Long-Lived Assets, we classified the operating resultsof these assets as discontinued operations in the accompanyingconsolidated financial statements and all prior periods have beenreclassified to conform to the current quarter's presentationwith respect to these assets.

Results of operations for thesediscontinued assets for the three months ended June 30, 2005 and 2004are as follows (inthousands):

|                                                                 |  |                           |        |             |  |        |         |         |  |  |
|-----------------------------------------------------------------|--|---------------------------|--------|-------------|--|--------|---------|---------|--|--|
|                                                            |  | ThreeMonths Ended June30, |
|                                                            |  | 2005                      |        | 2004        |
|                                                            |  | (unaudited)               |        | (unaudited) |
|                                                            |  |                      |        | (restated)  |
|                                                            |  |                      |   |        |  |   |    |    |
| Revenues                                                        |  | $                         | 370    |        |  | $      | 814     |    |
| Directoperatingexpenses                                         |  |                      | 567    |        |  |   | 778     |    |
| Resultsofoperations                                             |  |                      | (197   | )      |  |   | 36      |    |
|                                                            |  |                      |   |        |  |   |    |    |
| Losson impairment of assets                                     |  |                      | (1,149 | )      |  |   | — |    |
| Gain (loss) recognized upon sale of assets of discontinuedsites |  |                      | 1,347  |        |  |   | (226    | )  |
| Income(loss) from discontinuedoperations                        |  | $                         | 1      |        |  | $      | (190    | )  |
|                                                                 |

Resultsof operations for these discontinued assets for the six months endedJune 30, 2005 and 2004 are as follows (in thousands):

|                                                                |  |                         |        |             |  |        |         |         |  |  |
|----------------------------------------------------------------|--|-------------------------|--------|-------------|--|--------|---------|---------|--|--|
|                                                           |  | SixMonths Ended June30, |
|                                                           |  | 2005                    |        | 2004        |
|                                                           |  | (unaudited)             |        | (unaudited) |
|                                                           |  |                    |        | (restated)  |
|                                                           |  |                    |   |        |  |   |    |    |
| Revenues                                                       |  | $                       | 793    |        |  | $      | 1,847   |    |
| Directoperatingexpenses                                        |  |                    | 1,162  |        |  |   | 1,734   |    |
| Resultsofoperations                                            |  |                    | (369   | )      |  |   | 113     |    |
|                                                           |  |                    |   |        |  |   |    |    |
| Losson impairment ofassets                                     |  |                    | (1,149 | )      |  |   | — |    |
| Gain (loss)recognized upon sale of assets of discontinuedsites |  |                    | 1,342  |        |  |   | (163    | )  |
| Income(loss) from discontinuedoperations                       |  | $                       | (176   | )      |  | $      | (50     | )  |
|                                                                |

Assetsheld for sale of $0.8 million and $0.2 million are included in fixedassets, net in the condensed consolidated balance sheets as of June 30,2005 and December 31, 2004, respectively.

12

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|          |      |
|----------|------|
| 6.  | Debt |

Our outstanding debt as of June 30, 2005 and December 31, 2004consists of the following (inthousands):

|                                                                                                                                                                                                                                                                                                                                                                                             |  |              |           |                 |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|-----------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                                                                                                                                                                                                                        |  | June30, 2005 |           | December31,2004 |
|                                                                                                                                                                                                                                                                                                                                                                                        |  | (unaudited)  |           |
| February2004 mortgage loan, weighted average interest rate of approximately5.0%, secured by first priority mortgage liens on substantiallyall tangible assets of Pinnacle Towers LLC and its subsidiaries,monthly principal and interest installments of approximately $2.4million beginning March 2004. Contractual maturity date of January2029, anticipated maturity date of January2009 |  | $            | 408,057   |            |  | $      | 411,909 |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         |      |            |  |   |    |    |
| December2004 mortgage 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 |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         |      |            |  |   |    |    |
| Bridgeloan, interest at 30-day LIBOR plus 1.50% (4.59% at June30, 2005), secured by Global Signal's ownership interests inGlobal Signal Acquisitions LLC ("GSA"), andits leasehold and subleasehold interests in the Sprint Towers, and anassignment of leases and rent. Interest installments due monthly and acontractual maturity date of May 25, 2006, before extensionoptions          |  |         | 850,000   |            |  |   | — |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         |      |            |  |   |    |    |
| $200.0million acquisition credit facility, interest at variable rates(5.34% at June 30, 2005), secured by the acquired tower assetsof GSA, through a pledge of Global Signal OP's equity interest inGSA. Interest installments due monthly and a contractual maturity dateof April 24,2006                                                                                                  |  |         | 74,799    |            |  |   | — |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         |      |            |  |   |    |    |
| $15.0million Revolving Credit Agreement, interest at a variable rate ofLIBOR plus 3.0% or the lender's base rate plus2.0%, secured by a pledge of Global Signal OP's assets,contractual maturity date of December2005                                                                                                                                                                       |  |         | —   |            |  |   | — |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         |      |            |  |   |    |    |
| Capitallease obligations, interest rate fixed at a weighted average rate of9.7%, secured by the underlying capital assets, with monthlyprincipal installments beginning April2004                                                                                                                                                                                                           |  |         | 1,148     |            |  |   | 1,186   |    |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |         | 1,627,829 |            |  |   | 706,920 |    |
| Less:Notes payable and current portion of long-termdebt                                                                                                                                                                                                                                                                                                                                     |  |         | (933,407  | )          |  |   | (8,268  | )  |
|                                                                                                                                                                                                                                                                                                                                                                                        |  | $            | 694,422   |            |  | $      | 698,652 |    |
|                                                                                                                                                                                                                                                                                                                                                                                             |

13

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The following table shows the maturitiesof long-term debt for the four twelve month periods after June 30, 2005(inthousands):

|                                    |  |        |           |        |  |  |
|------------------------------------|--|--------|-----------|--------|--|--|
| Forthe twelve months ended June30, |  |
| 2006                               |  | $      | 933,407   |   |
| 2007                               |  |   | 9,033     |   |
| 2008                               |  |   | 9,209     |   |
| 2009                               |  |   | 676,180   |   |
|                               |  | $      | 1,627,829 |   |
|                                    |

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 Global Signal Trust I (the"Trust I") then issued an identical amount ofcommercial mortgage pass-through certificates in a private transaction.We have continued to consolidate our subsidiaries, but have notconsolidated the Trust I in our financial statements. The net proceedsfrom 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 June 30, 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 and itsthirteen direct and indirect subsidiaries. The February 2004 mortgageloan requires monthly payments of principal and interest calculatedbased on a 25year 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 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.

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We may not prepay the February 2004mortgage loan in whole or in part at any time prior to February 5,2006, 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 theFebruary 2004 mortgage loan). Thereafter, prepayment is permittedprovided it is accompanied by any applicable prepayment consideration.If the prepayment occurs within three months of the January 2009monthly payment date, no prepayment consideration is due. The February2004 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.

The December 2004Mortgage Loan

On December 7, 2004, our subsidiary, PinnacleTowers Acquisition Holdings LLC and five of its direct and indirectsubsidiaries issued a $293.8 million mortgage loan to a newly formedtrust, Global Signal Trust II ("December 2004 mortgageloan"). The Global Signal Trust II (the"Trust II") 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 II 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 June 30,2005, the acquisition reserve account has been completely invested.

The principal amount of the December 2004 mortgage loan is dividedinto seven tranches, each having a different level of seniority.Interest accrues on each tranche at a fixed rate per annum. As of June30, 2005, the weighted average interest rate on the various trancheswas approximately 4.7%. The December 2004 mortgage loan requiresmonthly payments of interest until its maturity in December 2009 whenthe unpaid principal balance will be due. The December 2004 mortgageloan is secured by, among other things, (1) mortgage liens on theborrowers' interests (fee, leasehold or easement) insubstantially all of their wireless communications sites, (2) asecurity interest in substantially all of the borrowers' personalproperty and fixtures and (3) a pledge of the capital stock (orequivalent 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 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.

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The December 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 theirassets.

Sprint Bridge Financing

At the closing ofthe Sprint Transaction, we executed the $850.0 million bridge loanfinancing with Morgan Stanley Asset Funding Inc. and Bank of America,N.A. The borrower is a newly created entity, Global Signal AcquisitionsII LLC, under our indirect control, that owns 100% of ourinterest in the Sprint Towers. The loan is secured by, among otherthings, the ownership interests in the borrower, the borrower'sleasehold and subleasehold interests (including purchase options) inthe Sprint Towers, and an assignment of leases and rents. The loan hasan initial term of 12 months, 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 1.50% or 1.75% per annum, depending oncash flows related to the Sprint Towers, as of October 20, 2005.Interest will be payable at LIBOR plus 1.50% until October 20,2005 but will be retroactively payable at LIBOR plus 1.75% ifthe net cash flow, as defined, from the Sprint Towers does not exceed$86.0 million as of October 20, 2005. We have provided for interest inthe accompanying financial statements at LIBOR plus 1.50% as wecurrently expect the Sprint Towers to have cash flows in excess of$86.0 million on October 10, 2005. In either case, the rate is expectedto increase by 0.25% upon the first extension and 0.75%upon the second, if such extension options are exercised. The loanrequired an origination fee of 0.375% of the $850.0 million loanamount and an extension fee in connection with each extension option of0.25% of the loan amount. In addition, we are required under thefacility to pay an exit fee under certain circumstances. The loancontains customary events of default including, bankruptcy of theborrower or the Company, change of control or cross default to otherindebtedness of the Company.

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 4 –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. On April 15, 2005, we amended and restated theRevolving Credit Agreement to provide an additional $25.0 millionmulti-draw term loan to be used for fees and expenses incurred inconnection with the Sprint Transaction. Amounts available under therevolving credit facility were reduced to $15.0 million upon thecompletion of the equity issuances by us on May 9, 2005 (Note 9 –Common Stock Offering). In addition, on May 9, 2005 we repaid andterminated both term loans under the Revolving Credit Agreement withproceeds from our equity issuance. At June 30, 2005, there was nobalance outstanding under the revolving credit facility portion of theRevolving Credit Agreement.

Interest on the $15.0 millionrevolving credit facility is payable, at Global Signal OP'soption, at either the LIBOR plus 3.0% or the bank's baserate plus 2.0%. Interest is payable at the end of the interestperiod or at the time of principal repayments. Principal on therevolving credit facility may be paid, in whole or in part, at any timeand must be repaid by the loan maturity date, December 2, 2005.Interest on the term loans under the Revolving Credit Agreement waspayable at our option at either, LIBOR plus 1.75% or thebank's base rate plus 0.75%.

As discussed above, inconnection with the Sprint Transaction, we repaid and terminated the$50.0 million and $25.0 million term loans. As a result, we recognizeda loss on early extinguishment of debt of $0.5 million for theunamortized deferred debt issuance costs associated with the termloans, in the second quarter of 2005.

The revolving creditfacility, through the Revolving Credit Agreement and the relatedancillary documentation, contains covenants and restrictions customaryfor a facility of this type including a 

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limitation on our consolidated indebtednessat approximately $1.8 billion and a requirement to limit our ratio ofconsolidated indebtedness to consolidated EBITDA, as defined in theloan document, to 7.65 to 1.0. The Revolving Credit Agreement continuesto be guaranteed by us, Global Signal GP, LLC and certain subsidiariesof Global Signal OP. It is secured by a pledge of Global SignalOP's assets, including a pledge of 65% of its interest inour United Kingdom subsidiary, 100% of its interest in certainother domestic subsidiaries, a pledge by us and Global Signal GP, LLCof our interests in Global Signal OP, and a pledge by us of 65%of our interest in our Canadian subsidiary.

AcquisitionCredit Facility

On 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, on May 16, 2005, we entered into a guaranteeagreement with respect to the acquisition credit facility, secured by apledge of our equity interest in Global Signal OP. We intend to fundfuture acquisitions with this credit facility. The level of borrowingsis limited based on a borrowing base. As of June 30, 2005 the principalbalance outstanding under the acquisition credit facility was $74.8million.

Borrowings under the acquisition credit facility willbear interest at our option at either the Eurodollar rate plus1.50% 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 arerequired 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 borrowings. Any exit fees would be credited against fees payableto each of Morgan Stanley and Bank of America, N.A. if they are offeredthe position of co-lender with respect to refinancing of theacquisition credit facility. The acquisition credit facility containstypical representations and covenants for facilities of thistype.

|          |                              |
|----------|------------------------------|
| 7.  | Interest Rate SwapAgreements |

2005 Interest Rate Swaps

On January 11,2005, in anticipation of the issuance of interim bridge financing andlater a third mortgage loan to finance the acquisition of additionalwireless communication towers we expect to acquire during 2005, weentered into six forward-starting interest rate swaps agreements withMorgan Stanley as counterparty to hedge the variability of futureinterest rates on our anticipated mortgage financing. Under theinterest rate swaps, we agreed to pay the counterparty a weightedaverage fixed interest rate of 4.403% on a total notional amountof $300.0 million beginning on various dates between July 29, 2005 andNovember 30, 2005 and continuing through September 2010 with amandatory termination date of January 31, 2006 in exchange forreceiving floating payments based on three-month LIBOR on the samenotional amounts for the same period. The January 2005 interest rateswaps had a fair value of $3.2 million due to the counterparty at June30, 2005 and was recorded 

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in accumulated other comprehensive loss inthe balance sheet. On July 15, 2005, we determined that the forecastedtransaction underlying one of the January swaps with a notional valueof $50.0 million was no longer probable as originally forecast andtherefore we will cease hedge accounting prospectively from July 15,2005 and recognize subsequent changes in fair value of the swap in theincome statement.

On February 2, 2005 and March 21, 2005, inconnection with the Sprint Transaction, we entered into tenforward-starting interest rate swap agreements with Bank of America,N.A. as counterparty, in anticipation of securing $850.0 million ofbridge financing, which is expected to be replaced by a mortgage loan,for a total notional value of $850.0 million. Under the interest rateswaps, we agreed to pay the counterparty a fixed interest rate of4.354% on a total notional amount of $850.0 million beginning onJune 1, 2005 through December 1, 2010, with a mandatory terminationdate of March  31, 2006, in exchange for receiving floatingpayments based on one-month LIBOR on the same notional amount for thesame period. The February and March 2005 interest rate swaps had a fairvalue of $9.3 million due to the counterparty at June 30, 2005. At June30, 2005, we determined that a portion of the February and March swapswas ineffective and recognized $0.3 million of interest expense in thethree months ended June 30, 2005.

March 2004 and August2004 Swaps

On March 26, 2004, in anticipation of a futurefinancing, we entered into four forward-starting interest rate swapswith Morgan Stanley as counterparty to hedge the variability of futureinterest rates on the financing. Under the interest rate swaps, weagreed to pay the counterparty a fixed interest rate of 3.416%on a total notional amount of $200.0 million beginning in October 2004through April 2009 in exchange for receiving three-month LIBOR on thesame notional amount for the same period.

On August 27, 2004, inanticipation of a future financing, we entered into two additionalforward-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 approximately5.0%. For the three and six months ended June 30, 2005,amortization of $0.1 million and $0.2 million, respectively, wasrecorded as an offset to interest expense.

December 2003Swap

On December 11 2003, in anticipation of the issuance of theFebruary 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 currentthree-month LIBOR rate, which was 1.15% on December 31, 2003, onthe notional amount of $400.0 million. The 

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December 2003 swap was terminated inconnection with the issuance of the February 2004 mortgage loan onFebruary 5, 2004 at a cost of $6.2 million which was recorded as partof other comprehensive income and is being amortized as interestexpense using the effective interest method over five years, theexpected life of the February 2004 mortgage loan. The effectiveinterest rate on the mortgage loan, including the cost of terminatingthe interest rate swap and the amortization of deferred debt issuancecosts, is approximately 6.0%. For the three months ended June30, 2005 and 2004, amortization of $0.3 million and $0.4 million,respectively, was recorded as interest expense. For the six monthsended June 30, 2005 and 2004, amortization of $0.7 million and $0.5million, respectively, was recorded as interest expense.

|          |                      |
|----------|----------------------|
| 8.  | Stockholders' Equity |

Dividends

On March 30, 2005, our board of directorsdeclared a dividend of $0.40 per share of our common stock for thethree months ended March 31, 2005, which was paid on April 21, 2005 tothe stockholders of record as of April 11, 2005. The portion of thedividend that exceeded our retained earnings as of March 31, 2005,$17.0 million, represents a return of capital.

On June 22, 2005,our board of directors declared a dividend of $0.45 per share of ourcommon stock for the three months ended June 30, 2005, which was paidon July 21, 2005 to the stockholders of record as of July 7, 2005. Theentire dividend of $30.1 million exceeded our retained earnings as ofJune 30, 2005 and, therefore, represents a return of capital.

Equity Derivatives

On February 14, 2005, in connectionwith the execution of the Sprint Transaction, we entered into aninvestment agreement (the "InvestmentAgreement") with (a) Fortress Investment Fund II LLC, aDelaware limited liability company ("FIFII"), an affiliate of Fortress Investment Holdings LLC;(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, at aprice of $25.50 per share. The $500.0 million aggregate commitment fromthe Investors was automatically reduced by (1) the amount of netproceeds received by us pursuant to an offering of our equitysecurities prior to the closing of the Sprint Transaction (see Note 9– Common Stock Offering), and (2)  the amount of anyborrowings in excess of $750.0 million outstanding prior to the closingof the Sprint Transaction under any credit facility or similaragreements provided to us in connection with the Sprint Transaction(see Note 6 – Debt), provided that the Investors' aggregatecommitment could not be reduced below $250.0 million.

Inconnection with the Investment Agreement, the Investors agreed to issueto us, at the closing of the Investment Agreement, a one-time option topurchase from the Investors a number of shares of common stock having avalue equal to the difference between the total consideration paid bythe Investors for the common stock at the closing of the SprintTransaction and $250.0 million. As a result of the $850.0 millionbridge loan we obtained in connection with the Sprint Transaction andthe May  9, 2005 offering discussed below, the Investors'aggregate commitment was reduced to $250.0 million. On May 26, 2005, wesold the Investors $250.0 million of our common shares in conjunctionwith the closing of the Sprint Transaction. Since the forward contractsunder the Investment Agreement were either fulfilled or expired, the$24.3 million attributable to these equity derivatives at March 31,2005, were reclassified to additional paid-in capital at June 30,2005.

|          |                       |
|----------|-----------------------|
| 9.  | Common StockOfferings |

On May 9, 2005 we sold an additional 6,325,000 sharesof our common stock, inclusive of the underwriters' overallotmentoption, at an offering price to the public of $30.70 per share, andgenerated proceeds of $183.5 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. Inaddition, we used 

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approximately $82.0 million to finance aportion of the up-front rental payment paid in connection with theSprint Transaction and the remaining $46.5 million is being used forworking capital and other general corporate purposes, which may includefuture acquisitions.

As discussed in Note 4 – Acquisitionsand Note 8 – Stockholders' Equity, on May 26, 2005 inconjunction with the closing of the Sprint Transaction, we sold theInvestors 9,803,922 shares of common stock at a price of $25.50 pershare, or a total purchase price of $250.0 million. The proceeds wereused to fund in part the Upfront Rental Payment. The issuance of thesesecurities was made pursuant to an exemption from registration providedby Section 4(2) of the Securities Act.

During the quarter endedJune 30, 2005, we filed a Registration Statement on Form S-3 with theSecurities and Exchange Commission using a"shelf" registration process, under which wemay, from time to time, sell any combination of securities described inthe statement, in one or more offerings up to a total dollar amount of$1.0 billion.

During the quarter ended June 30, 2005, we filed asecond Registration Statement on Form S-3 with the Securities andExchange Commission using a "shelf"registration process, related to 27,545,482 shares of common stockpreviously pledged by our two largest shareholders to their lenders. Inthe event of the lender's foreclosure on the shares, we will notreceive any proceeds from the sale of the shares by thelender.

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|-----------|-----------------|
| 10.  | Income PerShare |

The following tables set forth the computation of basicand diluted income per share of common stock (in thousands, except persharedata):

|                                                                         |  |                           |         |             |  |        |         |         |  |  |
|-------------------------------------------------------------------------|--|---------------------------|---------|-------------|--|--------|---------|---------|--|--|
|                                                                    |  | ThreeMonths Ended June30, |
|                                                                    |  | 2005                      |         | 2004        |
|                                                                    |  | (unaudited)               |         | (unaudited) |
|                                                                    |  |                      |         | (restated)  |
| Numerator:                                                              |  |
| Netincome(loss)                                                         |  | $                         | (9,424  | )      |  | $      | 4,069   |    |
| Denominator:                                                            |  |
| Denominatorfor basic income per share–                            |  |                      |    |        |  |   |    |    |
| Weighted averagesharesoutstanding                                       |  |                      | 59,840  |        |  |   | 44,461  |    |
| Less:Non-vested sharesissued                                            |  |                      | (78     | )      |  |   | — |    |
| Denominatorfor basic income per share–                            |  |                      | 59,762  |        |  |   | 44,461  |    |
| Effect ofdilutivesecurities                                             |  |                      | — |        |  |   | 2,821   |    |
| Denominatorfor diluted income per share –adjusted weightedaverage |  |                      | 59,762  |        |  |   | 47,282  |    |
| Basicincome (loss) per commonshare                                      |  |
| Income (loss) fromcontinuingoperations                                  |  | $                         | (0.16   | )      |  | $      | 0.10    |    |
| Income(loss) from discontinuedoperations                                |  |                      | — |        |  |   | (0.01   | )  |
| Gain(loss) on sale ofproperties                                         |  |                      | — |        |  |   | — |    |
| Netincome(loss)                                                         |  | $                         | (0.16   | )      |  | $      | 0.09    |    |
| Dilutedincome (loss) per common share                                   |  |
| Income (loss) fromcontinuingoperations                                  |  | $                         | (0.16   | )      |  | $      | 0.09    |    |
| Income(loss) from discontinuedoperations                                |  |                      | — |        |  |   | — |    |
| Gain(loss) on sale ofproperties                                         |  |                      | — |        |  |   | — |    |
| Netincome(loss)                                                         |  | $                         | (0.16   | )      |  | $      | 0.09    |    |
|                                                                         |

Approximately2.0 million common shares issuable pursuant to outstanding stockoptions and warrants have been excluded from the calculation ofearnings per share for the three months ended June 30, 2005, as theireffect is antidilutive.

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|                                                                          |  |                         |         |             |  |        |         |         |  |  |
|--------------------------------------------------------------------------|--|-------------------------|---------|-------------|--|--------|---------|---------|--|--|
|                                                                     |  | SixMonths Ended June30, |
|                                                                     |  | 2005                    |         | 2004        |
|                                                                     |  | (unaudited)             |         | (unaudited) |
|                                                                     |  |                    |         | (restated)  |
| Numerator:                                                               |  |
| Netincome(loss)                                                          |  | $                       | (5,528  | )      |  | $      | (2,565  | )  |
| Denominator:                                                             |  |
| Denominatorfor basic income per share –                            |  |
| Weightedaverage sharesoutstanding                                        |  |                    | 55,992  |        |  |   | 42,760  |    |
| Less:Non-vested sharesissued                                             |  |                    | (78     | )      |  |   | — |    |
| Denominatorfor basic income per share–                             |  |                    | 55,914  |        |  |   | 42,760  |    |
| Effect ofdilutivesecurities                                              |  |                    | — |        |  |   | — |    |
| Denominatorfor diluted income per share – adjusted weightedaverage |  |                    | 55,914  |        |  |   | 42,760  |    |
| Basicincome (loss) per commonshare                                       |  |
| Income (loss) fromcontinuingoperations                                   |  | $                       | (0.10   | )      |  | $      | (0.06   | )  |
| Income(loss) from discontinuedoperations                                 |  |                    | — |        |  |   | — |    |
| Gain(loss) on sale ofproperties                                          |  |                    | — |        |  |   | — |    |
| Netincome(loss)                                                          |  | $                       | (0.10   | )      |  | $      | (0.06   | )  |
| Dilutedincome (loss) per common share                                    |  |
| Income (loss) fromcontinuingoperations                                   |  | $                       | (0.10   | )      |  | $      | (0.06   | )  |
| Income(loss) from discontinuedoperations                                 |  |                    | — |        |  |   | — |    |
| Gain(loss) on sale ofproperties                                          |  |                    | — |        |  |   | — |    |
| Netincome(loss)                                                          |  | $                       | (0.10   | )      |  | $      | (0.06   | )  |
|                                                                          |

Approximately2.0 million and 3.0 million common shares issuable pursuant tooutstanding stock options and warrants have been excluded from thecalculation of earnings per share for the six months ended June 30,2005 and 2004, respectively, as their effect is antidilutive.

|           |                            |
|-----------|----------------------------|
| 11.  | Comprehensive Income(Loss) |

Comprehensive income (loss) for the three months endedJune 30, 2005 and 2004 is comprised of the following (inthousands):

|                                                |  |                           |         |             |  |        |        |         |  |  |
|------------------------------------------------|--|---------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                           |  | ThreeMonths Ended June30, |
|                                           |  | 2005                      |         | 2004        |
|                                           |  | (unaudited)               |         | (unaudited) |
|                                           |  |                      |         | (restated)  |
|                                           |  |                      |    |        |  |   |   |    |
| Netincome(loss)                                |  | $                         | (9,424  | )      |  | $      | 4,069  |    |
| Increase(decrease) in fair value ofderivatives |  |                      | (23,892 | )      |  |   | 7,671  |    |
| Currencytranslationadjustment                  |  |                      | (296    | )      |  |   | (307   | )  |
| Comprehensiveincome(loss)                      |  | $                         | (33,612 | )      |  | $      | 11,433 |    |
|                                                |

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Comprehensive income (loss) for the sixmonths ended June 30, 2005 and 2004 is comprised of the following (inthousands):

|                                                |  |                         |         |             |  |        |        |         |  |  |
|------------------------------------------------|--|-------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                           |  | SixMonths Ended June30, |
|                                           |  | 2005                    |         | 2004        |
|                                           |  | (unaudited)             |         | (unaudited) |
|                                           |  |                    |         | (restated)  |
|                                           |  |                    |    |        |  |   |   |    |
| Netloss                                        |  | $                       | (5,528  | )      |  | $      | (2,565 | )  |
| Increase(decrease) in fair value ofderivatives |  |                    | (12,189 | )      |  |   | 3,350  |    |
| Currencytranslationadjustment                  |  |                    | (519    | )      |  |   | 33     |    |
| Comprehensiveincome(loss)                      |  | $                       | (18,236 | )      |  | $      | 818    |    |
|                                                |

Thecomponents of accumulated other comprehensive loss are as follows at(inthousands):

|                                                   |  |             |         |                 |  |        |        |         |  |  |
|---------------------------------------------------|--|-------------|---------|-----------------|--|--------|--------|---------|--|--|
|                                              |  | June30,2005 |         | December31,2004 |
|                                              |  | (unaudited) |         |
|                                              |  |        |    |            |  |   |   |    |
| Derivatives                                       |  | $           | (14,730 | )          |  | $      | (3,004 | )  |
| Cumulativeforeign currency translationadjustments |  |        | 1,265   |            |  |   | 1,785  |    |
|                                              |  | $           | (13,465 | )          |  | $      | (1,219 | )  |
|                                                   |

|           |                              |
|-----------|------------------------------|
| 12.  | Commitmentsand Contingencies |

Purchase Commitments

As of June30, 2005, we had signed a master services agreement with Stratos VSAT,Inc. to purchase approximately $4.4 million in satellite datamonitoring equipment. We also had outstanding purchase agreements toacquire 14 tower assets from various sellers for a total estimatedpurchase price of $3.9 million, including estimated fees and expensesand 17 land parcels for $2.1 million, including estimated fees andexpenses.

Earn Outs

A number of our asset purchaseagreements provide for additional monies to be paid to the sellersbased on future lease commencements during a limited period after theacquisition is completed, generally one year or less. The aggregateamount of these contingent purchase prices is not expected to bematerial for the acquisitions we have closed through June 30, 2005. Asof June 30, 2005, we had $0.2 million accrued for future acquisitionspayments. The maximum additional contingent payments on closedacquisitions were approximately $1.8 million at June 30, 2005.

Legal Matters

We are involved in litigation incidentalto the conduct of our business. We believe that none of such pendinglitigation or unasserted claims of which we have knowledge, will have amaterial adverse effect on our business, financial condition, resultsof operations or liquidity.

Pending Tenant LeaseRenewal

We are currently in the process of negotiating a newlease with USA Mobility, Inc. for the sites under the lease originallyexecuted with Arch Wireless, one of the two companies which merged toform USA Mobility (the "Arch Lease"). Whilethere can be no assurance that we will be successful in finalizing thenew Arch Lease, to the extent we do finalize a new Arch Lease, we wouldexpect our monthly billing amount to be significantly reduced. In thethree and six months ended June 30, 2005, we recognized $4.4 millionand $9.3 million, respectively, of revenue from the Arch Lease. Thecurrent Arch Lease has converted to a month-to-month lease as of June1, 2005, with payments based on the actual number of transmitters atour sites which resulted in a $0.6 million reduction in our monthlybillings in June 2005. As a result, we expect our future revenues fromany renewal or extension of the Arch Lease to be significantlylower.

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|           |                                                      |
|-----------|------------------------------------------------------|
| 13.  | Restatementof Previously Issued Financial Statements |

As previouslydisclosed in our Annual Report on Form 10—K for the year endedDecember 31, 2004, we have restated the accompanying condensedconsolidated statements of operations and cash flows for the six monthsended June 30, 2004. The restatement adjustments reflected in thefollowing table are as follows:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correction of an error in the recognitionof additional ground lease and other subleased sites rent expense on astraight-line basis over the initial term of the lease plus the futureoptional renewal periods where there is reasonable assurance that thelease will be renewed based on our evaluation at the inception of thelease or our assumption of the lease due to our acquisition of therelated tower asset, and |

|              |                                                                                                                                                                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correction ofan error in the accounting for the amortization of leaseholdimprovements (primarily wireless towers) to amortize such improvementsover the lesser of the remaining term of the underlying ground lease orthe estimated useful life of the leaseholdimprovement. |

23

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The followingtable presents the impact of the restatement adjustments on theCompany's previously reported results for the three months endedJune 30, 2004 on a condensed consolidated basis (in thousands exceptper sharedata):

|                                                                                                |  |                                |         |             |  |            |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------|--|--------------------------------|---------|-------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                           |  | ThreeMonths Ended June 30,2004 |
|                                                                                           |  | PreviouslyReported(1)          |         | Adjustments |  | AsRestated |
| **Condensed Statements ofOperations**                                                          |  |
| Revenues                                                                                       |  | $                              | 43,538  |        |  | $          | — |    |  | $      | 43,538  |    |
| Directsite operating expenses, excluding impairment depreciation,amortization andaccretion     |  |                           | 12,802  |        |  |       | 534     |    |  |   | 13,336  |    |
| Selling,general and administrative expenses, excluding non-cash stock basedcompensationexpense |  |                           | 5,856   |        |  |       | — |    |  |   | 5,856   |    |
| Statefranchise, excises and minimumtaxes                                                       |  |                           | 165     |        |  |       | — |    |  |   | 165     |    |
| Depreciationamortization andaccretion                                                          |  |                           | 11,949  |        |  |       | 464     |    |  |   | 12,413  |    |
| Non-cashstock-based compensationexpense                                                        |  |                           | 608     |        |  |       | — |    |  |   | 608     |    |
| Operatingincome                                                                                |  |                           | 12,158  |        |  |       | (998    | )  |  |   | 11,160  |    |
| Interestexpense,net                                                                            |  |                           | 6,810   |        |  |       | — |    |  |   | 6,810   |    |
| Losson early extinguishment ofdebt                                                             |  |                           | — |        |  |       | — |    |  |   | — |    |
| Otherincome                                                                                    |  |                           | (17     | )      |  |       | — |    |  |   | (17     | )  |
| Lossfrom continuing operations before income taxexpense                                        |  |                           | 5,365   |        |  |       | (998    | )  |  |   | 4,367   |    |
| Incometaxexpense                                                                               |  |                           | (102    | )      |  |       | — |    |  |   | (102    | )  |
| Lossfrom continuingoperations                                                                  |  |                           | 5,263   |        |  |       | (998    | )  |  |   | 4,265   |    |
| Lossfrom discontinuedoperations                                                                |  |                           | (190    | )      |  |       | — |    |  |   | (190    | )  |
| Lossbefore gain on sale ofproperties                                                           |  |                           | 5,073   |        |  |       | (998    | )  |  |   | 4,075   |    |
| Gainon sale ofproperties                                                                       |  |                           | (6      | )      |  |       | — |    |  |   | (6      | )  |
| Netloss                                                                                        |  | $                              | 5,067   |        |  | $          | (998    | )  |  | $      | 4,069   |    |
| Basicearnings (loss) per share:                                                                |  |
| Lossfrom continuingoperations                                                                  |  | $                              | 0.12    |        |  | $          | (0.02   | )  |  | $      | 0.10    |    |
| Lossfrom discontinuedoperations                                                                |  |                           | (0.01   | )      |  |       | — |    |  |   | (0.01   | )  |
| Gainon sale ofproperties                                                                       |  |                           | — |        |  |       | — |    |  |   | — |    |
| Netloss                                                                                        |  | $                              | 0.11    |        |  | $          | (0.02   | )  |  | $      | 0.09    |    |
| Dilutedearnings (loss) per share:                                                              |  |
| Loss from continuingoperations                                                                 |  | $                              | 0.11    |        |  | $          | (0.02   | )  |  | $      | 0.09    |    |
| Lossfrom discontinuedoperations                                                                |  |                           | — |        |  |       | — |    |  |   | — |    |
| Gainon sale ofproperties                                                                       |  |                           | — |        |  |       | — |    |  |   | — |    |
| Netloss                                                                                        |  | $                              | 0.11    |        |  | $          | (0.02   | )  |  | $      | 0.09    |    |
| Basicshares                                                                                    |  |                           | 44,461  |        |  |       | — |    |  |   | 44,461  |    |
| Dilutedshares                                                                                  |  |                           | 47,282  |        |  |       | — |    |  |   | 47,282  |    |
|                                                                                                |

(1)    Amountsas previously reported for the three months ended June 30, 2004 reflectthe impact of changes in the site population included in discontinuedoperations as of June 30, 2005 compared to June 30, 2004.

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The following table presents the impact ofthe restatement adjustments on the Company's previously reportedresults for the six months ended June 30, 2004 on a condensedconsolidated basis (in thousands except per share data):

|                                                                                                    |  |                              |         |             |  |            |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------|--|------------------------------|---------|-------------|--|------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                               |  | SixMonths Ended June 30,2004 |
|                                                                                               |  | PreviouslyReported(1)        |         | Adjustments |  | AsRestated |
| **Condensed Statements ofOperations**                                                              |  |
| Revenues                                                                                           |  | $                            | 86,336  |        |  | $          | — |    |  | $      | 86,336  |    |
| Directsite operating expenses, excluding impairment losses, depreciation,amortization andaccretion |  |                         | 25,690  |        |  |       | 1,118   |    |  |   | 26,808  |    |
| Selling,general and administrative expenses, excluding non-cash stock basedcompensationexpense     |  |                         | 12,415  |        |  |       | — |    |  |   | 12,415  |    |
| Statefranchise, excises and minimumtaxes                                                           |  |                         | 337     |        |  |       | — |    |  |   | 337     |    |
| Depreciationamortization andaccretion                                                              |  |                         | 23,783  |        |  |       | 977     |    |  |   | 24,760  |    |
| Non-cashstock-based compensationexpense                                                            |  |                         | 3,212   |        |  |       | — |    |  |   | 3,212   |    |
| Operatingincome                                                                                    |  |                         | 20,899  |        |  |       | (2,095  | )  |  |   | 18,804  |    |
| Interestexpense,net                                                                                |  |                         | 12,902  |        |  |       | — |    |  |   | 12,902  |    |
| Losson early extinguishment ofdebt                                                                 |  |                         | 8,449   |        |  |       | — |    |  |   | 8,449   |    |
| Otherincome                                                                                        |  |                         | (9      | )      |  |       | — |    |  |   | (9      | )  |
| Lossfrom continuing operations before income taxexpense                                            |  |                         | (443    | )      |  |       | (2,095  | )  |  |   | (2,538  | )  |
| Incometaxexpense                                                                                   |  |                         | (113    | )      |  |       | — |    |  |   | (113    | )  |
| Lossfrom continuingoperations                                                                      |  |                         | (556    | )      |  |       | (2,095  | )  |  |   | (2,651  | )  |
| Lossfrom discontinuedoperations                                                                    |  |                         | (50     | )      |  |       | — |    |  |   | (50     | )  |
| Lossbefore gain on sale ofproperties                                                               |  |                         | (606    | )      |  |       | (2,095  | )  |  |   | (2,701  | )  |
| Gainon sale ofproperties                                                                           |  |                         | 136     |        |  |       | — |    |  |   | 136     |    |
| Netloss                                                                                            |  | $                            | (470    | )      |  | $          | (2,095  | )  |  | $      | (2,565  | )  |
| Basicand diluted loss per share:                                                                   |  |
| Lossfrom continuingoperations                                                                      |  | $                            | (0.01   | )      |  | $          | (0.05   | )  |  | $      | (0.06   | )  |
| Lossfrom discontinuedoperations                                                                    |  |                         | — |        |  |       | — |    |  |   | — |    |
| Gainon sale ofproperties                                                                           |  |                         | — |        |  |       | — |    |  |   | — |    |
| Netloss                                                                                            |  | $                            | (0.01   | )      |  | $          | (0.05   | )  |  | $      | (0.06   | )  |
| Basicshares                                                                                        |  |                         | 42,760  |        |  |       | — |    |  |   | 42,760  |    |
| Dilutedshares                                                                                      |  |                         | 42,760  |        |  |       | — |    |  |   | 42,760  |    |
|                                                                                                    |

(1)    Amountsas previously reported for the six months ended June 30, 2004 reflectthe impact of changes in the site population included in discontinuedoperations as of June 30, 2005 compared to June 30, 2004.

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Item 2.    Management'sDiscussion and Analysis of Financial Condition and Results ofOperations.

SAFE HARBOR STATEMENT UNDER THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995

Certain items inthis Quarterly Report on Form 10-Q, and other information we providefrom time to time may constitute forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995 and aresubject to various risks and uncertainties, including, but notnecessarily limited to, statements relating to our ability to deploycapital, close accretive acquisitions, close dispositions ofunder-performing sites, close acquisitions under letters of intent andpurchase agreements, anticipate, manage and address industry trends andtheir effect on our business as well as the nature, terms and timing ofthe outcome of our renewal negotiations regarding the Arch Lease andthe impact of any such renewal or lack thereof, the rate and timing ofthe deployment of new radio communications systems and equipment bygovernmental customers, whether we successfully address other futuretechnological changes in the wireless industry,, pay or grow dividends,generate growth organically or through acquisitions, secure financing,and increase revenues, earnings, Adjusted EBITDA and/or Adjusted FundsFrom Operations, add telephony tenants and statements relating to theintegration of and final costs of the Sprint transaction (includingfees and expenses), and how the proceeds of future financings will beused. Forward-looking statements are generally identifiable by use offorward-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. Although we believe that theexpectations reflected in such forward-looking statements are based onreasonable assumptions, actual results and performance could differmaterially from those set forth in the forward-looking statements.Factors which could have a material adverse effect on our operationsand future prospects or which could cause events or circumstances todiffer from the forward-looking statements include, but are not limitedto, failure to successfully and efficiently integrate the SprintTransaction into our operations, difficulties in acquiring towers atattractive prices or integrating acquisitions with our operations, thereduced likelihood of closing a transaction which is at a letter ofintent stage as opposed to one which is subject to a purchaseagreement, 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, changes tothe 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 this Quarterly Report on Form10-Q and in Global Signal's other filings with the Securities andExchange Commission, including our most recent Annual Report on Form10-K, filed on March 31, 2005, and our most recent RegistrationStatements on Form S-3, filed on June 6, 2005. Readers are cautionednot to place undue reliance on any of these forward-looking statements,which reflect our management's views as of the date of thisreport. Although we believe that the expectations reflected in theforward-looking statements are reasonable, we cannot guarantee futureresults, levels of activity, performance or achievements, and ouractual results may differ significantly from those contained in anyforward-looking statement. Such forward-looking statements

26

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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 fororganic growth and (3) by financing these newly acquired towers, on along term basis, using equity combined with low-cost fixed-rate debtobtained through the issuance of mortgage-backed securities. Throughthis strategy, we will seek to increase our dividend per share overtime. Our dividend for the three months ended June 30, 2005, of $0.45per share of common stock, represented a 44% increase over thetotal per share dividends we paid for the three months ended June 30,2004 of $0.3125.

We are organized and conduct our operations toqualify as a REIT for federal income tax purposes. As such, we willgenerally not be subject to federal income tax on that portion of ourincome that is distributed to our stockholders if we distribute atleast 90% of our REIT taxable income to our stockholders andcomply with various other requirements. We also have certainsubsidiaries that are not qualified REIT subsidiaries and, therefore,their operations will be subject to federal income tax. Since May 12,2004, we own substantially all of our assets and conduct substantiallyall of our operations through an operating partnership, Global SignalOperating Partnership, L.P., orGlobal SignalOP." Global Signal Inc. is the special limited partner andour wholly owned subsidiary, Global Signal GP LLC, is the managinggeneral partner 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.

Ourcustomers include a wide variety of wireless service providers,government agencies, operators of private networks and broadcasters.These customers operate networks from our communications sites andprovide wireless telephony, mobile radio, paging, broadcast and dataservices. As of June 30, 2005, we had an aggregate of more than 26,000leases on our communications sites with over 2,000 customers. Ourrevenue from wireless telephony tenants has increased from 43.6%of revenues for the month of June 2004 to 77.3% of revenues forthe month of June 2005.

New wireless technologies, devices andapplications have become more advanced and broadly utilized by wirelesssubscribers. As new technologies, devices and applications havedeveloped, new networks have been deployed to support the more advancedapplications and the growth in the number of wireless subscribers whilemore mature technologies, such as paging and mobile radio, haveexperienced shrinking subscriber bases and network contraction. Some ofthe key indicators that we regularly monitor to evaluate growth trendsaffecting wireless technology usage are the growth or contraction of aparticular technology's wireless subscribers and the usage asmeasured in minutes of use or network capacity utilization.

Thematerial opportunities, challenges and risks of our business havechanged significantly over the past several years. More recently,concurrent with an increased focus on improving network quality, manyof our wireless telephony customers have experienced a generalimprovement in their overall financial condition. This has resulted inan increase in these customers' abilities to invest in theirnetworks and a related increase in our telephony tenant base. Ourgrowth will be primarily affected by the future demand forcommunications sites by wireless telephony service providers, pagingservice providers, users of mobile radio services and governmentagencies. The demand for communications site space by wirelesstelephony service providers is expected to be driven by growth in thenumber of their subscribers and their utilization of wireless telephonyservices, including utilization of their networks for data services. Inaddition, demand could also be affected by carrier consolidation,because consolidation could result in duplicative coverage and excessnetwork capacity. On October 26, 2004, Cingular merged with AT&TWireless, which could adversely impact tenant 

27

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lease revenues at some of our communicationssites. For example, as of June 30, 2005, 245 of our sites are occupiedby both Cingular and AT&T Wireless and the combined revenues fromAT&T Wireless and Cingular on these sites was approximately $1.0million for the month of June 2005. These tenants may also be locatedon nearby communications towers owned by our competitors. On November16, 2004, Arch Wireless merged with Metrocall Holdings, Inc. to formUSA Mobility, Inc., our largest customer based on revenues for 2004.Both customers offer paging services throughout the United States andconsequently will have duplicate coverage in most markets. In addition,on December 15, 2004, Sprint announced its agreement to merge withNextel Communications. On August 3, 2005, the FCC approved the Sprintmerger with Nextel. As of June 30, 2005, 1,172 of our sites areoccupied by both Sprint and Nextel and the combined revenues fromSprint and Nextel on these sites was approximately $4.0 million for themonth of June 2005. These tenants may also be located on nearbycommunications towers owned by our competitors. On January 10, 2005,ALLTEL announced its agreement to purchase Western Wireless. OnFebruary 14, 2005, and subsequently amended as of March 4, 2005, March29, 2005, and May 1, 2005, Verizon Communications Inc. entered into amerger agreement with MCI, the parent of Skytel Corporation, a pagingoperator. Verizon Communications is a joint owner of Verizon Wirelesswho also operates a paging network. As a result of these mergers,network consolidations by these tenants could adversely impact tenantlease revenues at some of our sites. Lastly, the demand forcommunications site space by government entities will be driven by theagencies' 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 and reengineeredour business processes. We have also refinanced our balance sheetthrough a $418.0 million tower asset securitization in February 2004,which has provided us with low-cost fixed-rate debt. Furthermore, wehave disposed of certain non-core communications sites andunder-performing sites to enhance our operating margins. Our growthopportunities are primarily linked to organic growth on our existingtowers and acquiring and developing new towers on which our wirelesscustomers will seek to locate their equipment, thereby growing ouroverall tenant base. On May 26, 2005, we, Sprint Corporation("Sprint") and the certain Sprintsubsidiaries (the "Sprint Contributors'), closed onan agreement to contribute, lease and sublease (the"Agreement to Lease"). Under the Agreement toLease, we will lease or operate, for a period of 32 years approximately6,600 wireless communications tower sites and the related towers andassets (collectively, the "Sprint Towers")from six newly formed special purpose entities of Sprint (collectively,"Sprint TowerCo"), under six master leasesfor which we paid an upfront rental payment of approximately $1.2billion as prepaid rent (the "Upfront RentalPayment"), subject to certain conditions, adjustments andpro-rations (the "Sprint Transaction"). Wefinanced the Sprint Transaction with (i) an $850.0 million bridge loan,(ii) $250.0 million from the proceeds of a private placement of ourcommon stock and (iii) a portion of the proceeds from our May 2005public offering of our common stock. In addition to the SprintTransaction, from December 2003 through August 8, 2005, we acquired1,432 other wireless communications sites for approximately $541.5million including fees and expenses. During this time, we also investedan additional $12.1 million, including fees and expenses, to acquire afee interest or long-term easement under 110 wireless communicationstowers where we previously had a leasehold interest. We have financedthese acquired communications sites with a $293.8 million mortgageloan, which we issued in December 2004, borrowings under our $200.0million acquisition credit facility and a portion of the proceeds fromour June 2004 initial public equity offering and our May 2005 follow-onpublic stock offering.

A key component of our growth strategy isour capital management strategy, which supports the financing of ourtower acquisition strategy. Our capital management strategy is tofinance newly acquired assets, on a long-term basis, using additionalequity issuances combined with low-cost fixed-rate debt obtainedthrough the periodic issuance of mortgage-backed securities. Prior tofinancing newly acquired towers using mortgage-backed securities, ourstrategy is to finance communications sites we acquire on a short-termbasis through credit facilities we expect to obtain similar to ourcurrent $200.0 million acquisition credit facility we entered into asof April 25, 2005.

28

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Prior to our reorganization, we acquiredcertain non-strategic assets unrelated to our core tower business,which have subsequently been sold, and our former management was unableto efficiently integrate and manage our communications sites. Ourcurrent growth strategy, which is in part based on a new siteacquisition and development strategy, is significantly different. Theprimary differences are (1) our strategy to finance our assets using acapital structure which uses low-cost fixed-rate debt obtained throughthe issuance 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 underwriting process which isgenerally designed to allow us to evaluate and price acquisitions basedon their current yield and on the asset and tenant attributes andlocation of the asset and (4) our focus on integrating, maintaining andoperating the assets we acquire efficiently and effectively.

Theprimary factors affecting our determination of the value of acommunications site are its location and the immediate area'scompetitive structures, tenant base, tenant credit quality and zoningrestrictions. While we have communications sites located in Canada,Puerto Rico and the United Kingdom, our communications sites areprimarily located in the United States. The locations of our sites arediverse and include sites 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 impacted by thetiming, size and number of acquisitions and dispositions we complete ina period. Our number of active communications sites increased from4,060 at December 31, 2004 to 11,016 at June 30, 2005.

On May26, 2005, we, Sprint and the Sprint Contributors, closed on anAgreement to Lease. Under the Agreement to Lease, we will lease oroperate, for a period of 32 years, the approximately 6,600 SprintTowers from six newly formed special purpose entities of Sprint, undersix master leases for which we paid an Upfront Rental Payment ofapproximately $1.2 billion as prepaid rent. Certain Sprint entitieslease space on approximately 6,350 of the Sprint Towers and the SprintTowers have over 5,600 collocation leases with other wireless tenantsand substantially all of the revenue is derived from wireless telephonytenants. We accounted for this transaction as a capital leasereflecting the substance similar to an acquisition.

During thefirst six months of 2005, in addition to the Sprint Transaction, weacquired 450 other communications towers in 29 unrelated transactionsfor $134.3 million, including fees and expenses, which were primarilyfunded by proceeds from our December 2004 mortgage loan, our May 2005follow-on public stock offering and borrowings under our $200.0 millionacquisition credit facility. These towers are located primarily in theeastern, midwestern and southeastern United States and generatesubstantially all of their revenues from wireless telephony tenants.During the six months ended June 30, 2005, we also acquired 31 parcelsof land in fee simple title and under long-term easements,respectively, which we had previously leased from the sellers thereof,for a total purchase price of $3.9 million.

As of June 30, 2005,we had outstanding purchase agreements to acquire 14 tower assets fromvarious sellers for a total estimated purchase price of $3.9 million,including estimated fees and expenses. From July 1 to August 8, 2005,we have closed on 53 communications sites for a total of $22.0 million,including fees and expenses, and seven land parcels for $1.0 million,including fees and expenses**.**As of August 8, 2005, we haveexecuted definitive agreements and non-binding letters of intent withother parties to acquire an additional 442 communications sites and toacquire fee interest or long-term easements under an additional 83communications towers, for an aggregate purchase price of approximately$175.7 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.

29

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We routinely review and dispose ofunder-performing sites which generate negative cash flows and which arenot compatible with our strategy. During the six months ended June 30,2005, we disposed of one under-performing leased site that had no netbook value. As of June 30, 2005, we had 86 under-performing sites heldfor sale.

Revenues

We generate substantially all of ourrevenues from leasing space on communications sites to various tenantsincluding wireless service providers, government agencies, operators ofprivate networks, and broadcasters. Factors affecting our revenuesinclude the rate at which our customers deploy capital to enhance andexpand their networks, the rate at which customers rationalize theirnetworks, the renewal rates of our tenants and fixed-price annualescalation clauses in our contracts that allow us to increase ourtenants' rental rates over time.

Typically, our tenantlease agreements are specific to a site, are for terms of one to tenyears, and are renewable for multiple pre-determined periods at theoption of the tenant. Rents under the tenant leases are generally dueto us on a monthly basis, and revenues from each agreement arerecognized monthly. These agreements typically contain fixed-priceannual escalation clauses. However rental revenues are recognized inour financial statements on a straight-line basis over the contractualterm of the agreements without consideration of customer renewaloptions.

Our tenants are responsible for the installation andmaintenance of their equipment at our sites. These tenants transmitfrom our sites utilizing a wide variety of technologies includingpersonal communication services (PCS), cellular, enhanced specializedmobile radio (ESMR), mobile radio, paging, and radio and televisionbroadcast. For the months of June 2005 and 2004, our revenue mix forthe primary technology categories was asfollows:

|                                |  |                                    |       |          |  |        |       |         |  |  |
|--------------------------------|--|------------------------------------|-------|----------|--|--------|-------|---------|--|--|
|                           |  | Percentof Revenues for the Monthof |
| Tenant technologytype          |  | June 2005                          |       | June2004 |
| Telephony (PCS, Cellular,ESMR) |  |                               | 77.3  | %   |  |   | 43.6  | %  |
| Mobileradio                    |  |                               | 10.9  | %   |  |   | 23.0  | %  |
| Paging                         |  |                               | 7.3   | %   |  |   | 21.2  | %  |
| Broadcast                      |  |                               | 3.3   | %   |  |   | 7.7   | %  |
| Wirelessdata andother          |  |                               | 1.2   | %   |  |   | 4.5   | %  |
| Total                          |  |                               | 100.0 | %   |  |   | 100.0 | %  |
|                                |

DirectSite Operating Expenses and Other Expenses

Direct siteoperating expenses consist of ground rents (if we do not have a fullyprepaid interest in the land at our site), utilities, property and advalorem taxes, insurance and site maintenance costs. Many of our groundlease agreements contain escalation clauses which are typically basedon either a fixed percentage rate or the change in the Consumer PriceIndex. For ground leases with escalation clauses based on a fixedpercentage rate, ground rental expenses are recognized in our financialstatements on a straight-line basis over the shorter of (i) thecontracted term of the lease agreement assuming we exercise all of therenewal options or (ii) the first renewal option period ending afterthe later of (a) our tenant 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 

30

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in our tenant lease revenues. For managedsites, we typically pay the site owner either a fixed fee, a percentageof revenues or a combination of a fixed fee plus a percentage ofrevenues. In instances where we pay the landlord a percentage ofrevenues, changes in revenues result in an increase or decrease, asapplicable, in our communications site operating expenses.

Selling, general and administrative expenses consist of five majorcomponents: (1) sales, marketing and collocations; (2) propertymanagement and site operations; (3) contracts administration; (4)business development including acquisitions and new builds and (5)administrative support, including legal, human resources, finance,accounting, and information technology.

FinancialDevelopments

The following are certain changes in our financialresults which have occurred or we expected to occur in 2005 and beyond,as compared to our 2004 results.

As a new public company, wehave incurred, and will continue to incur, significant legal,accounting and other expenses that we did not incur as a privatecompany related to corporate governance, SEC reporting and compliancewith the various provisions of the Sarbanes-Oxley Act of 2002. Inparticular, we expect to incur significant incremental expensesassociated with Sarbanes-Oxley Section 404 compliance documentation andremediation. In addition, as a New York Stock Exchange-listed company,we were required to establish an internal audit function and did so, onan outsourced basis, in October 2004. As a result, we will incuradditional cost associated with this function.

Since 2003, wehave become a more acquisition-focused company. As we evaluate towersfor 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

We accounted for the Sprint Transaction as acapital lease for which we made an upfront payment and hence haverecognized the assets on our balance sheet. We allocated the upfrontrental payment of approximately $1.2 billion along with transactionfees and costs to the leased and operated assets (primarily towers andidentifiable intangible assets) based on their estimated fair marketvalue similar to an acquisition of tower assets. These allocations arepreliminary while our third-party appraisal firm completes their reporton the allocations, at which time we may be required to make changes toour preliminary estimates. We are depreciating and amortizing thesetangible and intangible assets over their estimated useful lives, whichare similar to the current estimated useful lives of our existing towerand related intangible assets. As a result, our depreciation,amortization and accretion expenses have increased significantly.

We financed the Sprint Transaction with an $850.0 million bridgeloan, a $250.0 million private sale of shares of common stock pursuantto an investment agreement entered into as part of the SprintTransaction ("Investment Agreement" describedbelow) and cash received from our recent public common stock offering.As a result, we have substantially increased the amount of our debtoutstanding and interest expense. In addition, the shares issued in therecent follow-on public common stock offering and the shares issuedpursuant to the Investment Agreement increased the number of sharesoutstanding by approximately 16.1 million, which will affect our futureincome (loss) per share.

The Sprint Transaction is significantlylarger than any acquisition we have completed to date. There are moreSprint Towers than the number of communications sites we operated priorto the Sprint Transaction. The integration of the approximately 6,600Sprint Towers into our operations is a significant undertaking. Tomanage the Sprint Towers, we have added approximately 100 additional

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employees which has added significantrecurring costs. We will also incur a substantial amount ofnon-recurring integration costs with respect to the Sprint Transactionwhich will be expensed in 2005. We incurred $3.2 million of integrationcosts related to the Sprint Transaction during the six months endedJune 30, 2005.

As a result of our increased depreciation,amortization and accretion expenses, integration costs, additionalselling, general and administrative expenses and interest expense, wegenerated a net loss after the closing of the SprintTransaction.

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Results ofOperations

Comparison of the three months ended June30, 2005 to the three months ended June 30, 2004

The followingtable 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 unaudited consolidated financial statementsincluded elsewhere herein and our consolidated financial statements andnotes thereto included in our Annual Report on Form 10-K filed with theSecurities and Exchange Commission on March 31,2005.

|                                                                                                                       |  |                           |        |                |  |        |       |            |  |        |         |         |  |        |       |          |  |        |         |         |  |        |       |          |  |  |
|-----------------------------------------------------------------------------------------------------------------------|--|---------------------------|--------|----------------|--|--------|-------|------------|--|--------|---------|---------|--|--------|-------|----------|--|--------|---------|---------|--|--------|-------|----------|--|--|
|                                                                                                                  |  | ThreeMonths Ended June30, |
|                                                                                                                  |  | 2005                      |        | 2004(Restated) |  | Change |
|                                                                                                                  |  | (dollarsinthousands)      |
|                                                                                                                  |  | $                         |        | %ofRevenue     |  | $      |       | %ofRevenue |  | $      |         | %       |
| Revenues                                                                                                              |  | $                         | 77,928 |           |  |   | 100.0 | %     |  | $      | 43,538  |    |  |   | 100.0 | %   |  | $      | 34,390  |    |  |   | 79.0  | %   |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                     |  |                      | 30,249 |           |  |   | 38.8  | %     |  |   | 13,336  |    |  |   | 30.6  | %   |  |   | 16,913  |    |  |   | 126.8 | %   |
| Selling,general and administrative (excluding $972 and $608 of non-cashstock-based compensation expense,respectively) |  |                      | 8,425  |           |  |   | 10.8  | %     |  |   | 5,856   |    |  |   | 13.5  | %   |  |   | 2,569   |    |  |   | 43.9  | %   |
| Sprintsites integrationcosts                                                                                          |  |                      | 3,164  |           |  |   | 4.1   | %     |  |   | — |    |  |   | 0.0   | %   |  |   | 3,164   |    |  |   | N/A   |     |
| Statefranchise, excise and minimumtaxes                                                                               |  |                      | 157    |           |  |   | 0.2   | %     |  |   | 165     |    |  |   | 0.4   | %   |  |   | (8      | )  |  |   | (4.8  | )%  |
| Depreciation,amortization andaccretion                                                                                |  |                      | 28,385 |           |  |   | 36.4  | %     |  |   | 12,413  |    |  |   | 28.5  | %   |  |   | 15,972  |    |  |   | 128.7 | %   |
| Non-cashstock-based compensationexpense                                                                               |  |                      | 972    |           |  |   | 1.2   | %     |  |   | 608     |    |  |   | 1.4   | %   |  |   | 364     |    |  |   | 59.9  | %   |
|                                                                                                                  |  |                      | 71,352 |           |  |   | 91.5  | %     |  |   | 32,378  |    |  |   | 74.4  | %   |  |   | 38,974  |    |  |   | 120.4 | %   |
| Operatingincome                                                                                                       |  |                      | 6,576  |           |  |   | 8.5   | %     |  |   | 11,160  |    |  |   | 25.6  | %   |  |   | (4,584  | )  |  |   | (41.1 | )%  |
| Interestexpense,net                                                                                                   |  |                      | 15,538 |           |  |   | 19.9  | %     |  |   | 6,810   |    |  |   | 15.6  | %   |  |   | 8,728   |    |  |   | 128.2 | %   |
| Losson early extinguishment ofdebt                                                                                    |  |                      | 461    |           |  |   | 0.6   | %     |  |   | -       |    |  |   | 0.0   | %   |  |   | 461     |    |  |   | N/A   |     |
| Otherexpense(income)                                                                                                  |  |                      | 21     |           |  |   | 0.0   | %     |  |   | (17     | )  |  |   | (0.0  | )%  |  |   | 38      |    |  |   | N/A   |     |
| Income(loss) from continuing operations before                                                                        |  |
| income taxbenefit(expense)                                                                                            |  |                      | (9,444 | )         |  |   | (12.1 | )%    |  |   | 4,367   |    |  |   | 10.0  | %   |  |   | (13,811 | )  |  |   | N/A   |     |
| Incometax benefit(expense)                                                                                            |  |                      | (16    | )         |  |   | (0.0  | )%    |  |   | (102    | )  |  |   | (0.2  | )%  |  |   | 86      |    |  |   | (84.3 | )%  |
| Income(loss) from continuingoperations                                                                                |  |                      | (9,460 | )         |  |   | (12.1 | )%    |  |   | 4,265   |    |  |   | 9.8   | %   |  |   | (13,725 | )  |  |   | N/A   |     |
| Income(loss) from discontinuedoperations                                                                              |  |                      | 1      |           |  |   | 0.0   | %     |  |   | (190    | )  |  |   | (0.4  | )%  |  |   | 191     |    |  |   | N/A   |     |
| Income(loss) before gain (loss) on sale ofproperties                                                                  |  |                      | (9,459 | )         |  |   | (12.1 | )%    |  |   | 4,075   |    |  |   | 9.4   | %   |  |   | (13,534 | )  |  |   | N/A   |     |
| Gain(loss) on sale ofproperties                                                                                       |  |                      | 35     |           |  |   | 0.0   | %     |  |   | (6      | )  |  |   | (0.0  | )%  |  |   | 41      |    |  |   | N/A   |     |
| Netincome(loss)                                                                                                       |  | $                         | (9,424 | )         |  |   | (12.1 | )%    |  | $      | 4,069   |    |  |   | 9.4   | %   |  | $      | (13,493 | )  |  |   | N/A   |     |
|                                                                                                                       |

Revenues

Our revenues increased $34.4 million, or 79.0%, primarily asa result of the Sprint Transaction and the acquisition of othercommunications sites since April 1, 2004. During the three months endedJune 30, 2005, $22.1 million of our revenue was generated from theSprint Towers acquired May 26, 2005. We also experienced internalgrowth primarily as a result of growth in our revenues generated fromtelephony customers which was in part offset by a decline in ourrevenues generated by our non-telephony tenants. Our mix of revenuesfrom wireless telephony customers as a percentage of total siterevenues increased from 43.6% for the month ended June 30, 2004to 77.3% for the month ended June 30, 2005.

For the threemonths ended June 30, 2005, USA Mobility, our third largest customer,accounted for 8.3% of our revenues. One of our primary mastertenant leases with USA Mobility, the Arch Lease, expired on May 31,2005. The Arch Lease allowed Arch Wireless, one of the two companiesthat merged to form USA Mobility, to locate a fixed number oftransmitters on any of our sites for a 

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fixed minimum rate. The number of sites thatArch Wireless currently occupies is significantly less than the numberof sites allowable under the Arch Lease for the fixed minimum rate.Effective June 1, 2005, USA Mobility began paying only for the sitesoccupied on a hold over basis which resulted in a $0.6 millionreduction in monthly revenue. We are continuing to renegotiate arenewal of this lease and believe the Arch Lease will be renewed orextended on terms and rates that are significantly less favorable to usthan those previously in place under the Arch Lease.

Expenses

Direct site operating expenses (excludingdepreciation, amortization and accretion expense)

Our directsite operating expenses increased $16.9 million primarily due to directsite operating expenses associated with the Sprint Towers along withother communication sites we have acquired since April 2004. Theseincreases were partially offset by decreased rent expense associatedwith our purchase of various interests in parcels of land in fee simpleor other long-term easements, which we had previously leased. As apercentage of revenues, our direct site operating expenses increased to38.8% of revenues for the three months ended June 30, 2005 from30.6% of revenues for the three months ended June 30, 2004 dueto the Sprint Towers having lower tenant revenues per tower and higherrent expense as a percentage of revenue.

Selling,general and administrative

Our selling, general andadministrative expenses increase of $2.6 million was primarilyattributable to increases in payroll expenses associated with theincrease in our corporate support staff necessary to manage the growthof the Company, specifically the Sprint Towers, along with occupancyand associated costs related to the increase in personnel.Additionally, professional fees increased partially due to efforts tocomply with Section 404 of the Sarbanes-Oxley Act of 2002. As apercentage of revenues, our selling, general and administrativeexpenses declined to 10.8% of revenues for the three monthsended June 30, 2005 from 13.5% of revenues for the three monthsended June 30, 2004.

Sprint integration costs

In connection with the Sprint Transaction, there are certainintegration expenses which do not qualify as capitalized acquisitionexpenses and are not expected to be ongoing after the Sprintintegration is complete, which is expected to occur later this year.The $3.2 million of costs incurred for the three months ended June 30,2005 include engineering reviews and the purchase of site relateddocuments, site inspections, ground and tenant lease review andoccupancy costs related to the personnel performing these activities,most of whom are contractors.

Depreciation,amortization and accretion

The increase in depreciation,amortization and accretion expenses of $16.0 million for the threemonths ended June 30, 2005 compared to the three months ended June 30,2004 was primarily due to the addition of communications sites duringthe period from July 1, 2004 through June 30, 2005, including theSprint Towers.

Non-cash stock-based compensationexpense

For the three months ended June 30, 2005, we recognized$1.0 million in non-cash stock-based compensation expense related to(i) stock options granted in 2004 to an executive at an exercise priceless than the market value of the stock on the grant date, (ii) theamortization of deferred stock-based compensation related to non-vestedrestricted shares of common stock granted to certain members ofmanagement in December 2004 and (iii) the issuance of 20,000 shares offully vested common stock to certain members of our board of directorsin May 2005 in accordance with the terms of their compensationagreements. During the three months ended June 30, 2004, we recognized$0.6 million in non-cash stock-based compensation expense related tothese same options and to the issuance of 20,000 shares of fully vestedcommon stock to certain member of our board of directors at the time ofour initial public offering.

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Interest expense, net

Ournet interest expense increase of $8.7 million is related to theincrease in the amount of debt in our capital structure resultingprimarily from (i) the December 2004 mortgage loan, (ii) borrowingsunder our $200.0 million acquisition credit facility and (iii)borrowing under our bridge loan related to financing the SprintTransaction, as well as interest on our Revolving Credit Agreement forthe portion of the period that there were outstanding borrowings.

Loss on early extinguishment of debt

The $0.5million loss on extinguishment of debt for the three months ended June30, 2005, relates to the write-off of deferred debt costs associatedwith the term loan portions of the Revolving Credit Agreementterminated in conjunction with our May 9, 2005 equity offering.

Comparison of the six months ended June 30, 2005 to the sixmonths ended June 30, 2004

The following table sets forth forthe periods indicated, each statement of operations item and such itemas a percentage of revenues. The results of operations for anyparticular period are not necessarily indicative of results for anyfuture period. The following data should be read in conjunction withour consolidated financial statements and included elsewhere herein andour consolidated financial statements and notes thereto included in ourAnnual Report on Form 10-K, dated March 31, 2005, filed with theSecurities and ExchangeCommission.

|                                                                                                                           |  |                         |         |                |  |        |       |            |  |        |         |         |  |        |       |          |  |        |        |         |  |        |       |          |  |  |
|---------------------------------------------------------------------------------------------------------------------------|--|-------------------------|---------|----------------|--|--------|-------|------------|--|--------|---------|---------|--|--------|-------|----------|--|--------|--------|---------|--|--------|-------|----------|--|--|
|                                                                                                                      |  | SixMonths Ended June30, |
|                                                                                                                      |  | 2005                    |         | 2004(Restated) |  | Change |
|                                                                                                                      |  | (dollarsinthousands)    |
|                                                                                                                      |  | $                       |         | %ofRevenue     |  | $      |       | %ofRevenue |  | $      |         | %       |
| Revenues                                                                                                                  |  | $                       | 132,222 |           |  |   | 100.0 | %     |  | $      | 86,336  |    |  |   | 100.0 | %   |  | $      | 45,886 |    |  |   | 53.1  | %   |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                         |  |                    | 46,460  |           |  |   | 35.1  | %     |  |   | 26,808  |    |  |   | 31.1  | %   |  |   | 19,652 |    |  |   | 73.3  | %   |
| Selling,general and administrative (excluding $1,290 and $3,212 of non-cashstock-based compensation expense,respectively) |  |                    | 14,863  |           |  |   | 11.2  | %     |  |   | 12,415  |    |  |   | 14.4  | %   |  |   | 2,448  |    |  |   | 19.7  | %   |
| Sprintsites integrationcosts                                                                                              |  |                    | 3,164   |           |  |   | 2.4   | %     |  |   | — |    |  |   | 0.0   | %   |  |   | 3,164  |    |  |   | N/A   |     |
| Statefranchise, excise and minimumtaxes                                                                                   |  |                    | 332     |           |  |   | 0.3   | %     |  |   | 337     |    |  |   | 0.4   | %   |  |   | (5     | )  |  |   | (1.5  | )%  |
| Depreciation,amortization andaccretion                                                                                    |  |                    | 45,874  |           |  |   | 34.7  | %     |  |   | 24,760  |    |  |   | 28.7  | %   |  |   | 21,114 |    |  |   | 85.3  | %   |
| Non-cashstock-based compensationexpense                                                                                   |  |                    | 1,290   |           |  |   | 1.0   | %     |  |   | 3,212   |    |  |   | 3.7   | %   |  |   | (1,922 | )  |  |   | (59.8 | )%  |
|                                                                                                                      |  |                    | 111,983 |           |  |   | 84.7  | %     |  |   | 67,532  |    |  |   | 78.3  | %   |  |   | 44,451 |    |  |   | 65.8  | %   |
| Operatingincome                                                                                                           |  |                    | 20,239  |           |  |   | 15.3  | %     |  |   | 18,804  |    |  |   | 21.7  | %   |  |   | 1,435  |    |  |   | 7.6   | %   |
| Interestexpense,net                                                                                                       |  |                    | 25,739  |           |  |   | 19.5  | %     |  |   | 12,902  |    |  |   | 14.9  | %   |  |   | 12,837 |    |  |   | 99.5  | %   |
| Losson early extinguishment ofdebt                                                                                        |  |                    | 461     |           |  |   | 0.3   | %     |  |   | 8,449   |    |  |   | 9.8   | %   |  |   | (7,988 | )  |  |   | (94.5 | )%  |
| Otherexpense(income)                                                                                                      |  |                    | (82     | )         |  |   | (0.1  | )%    |  |   | (9      | )  |  |   | (0.0  | )%  |  |   | (73    | )  |  |   | N/A   |     |
| Income(loss) from continuing operations before income tax benefit(expense)                                                |  |                    | (5,879  | )         |  |   | (4.4  | )%    |  |   | (2,538  | )  |  |   | (3.0  | )%  |  |   | (3,341 | )  |  |   | 131.6 | %   |
| Incometax benefit(expense)                                                                                                |  |                    | 509     |           |  |   | 0.4   | %     |  |   | (113    | )  |  |   | (0.1  | )%  |  |   | 622    |    |  |   | N/A   |     |
| Income(loss) from continuingoperations                                                                                    |  |                    | (5,370  | )         |  |   | (4.0  | )%    |  |   | (2,651  | )  |  |   | (3.1  | )%  |  |   | (2,719 | )  |  |   | 102.6 | %   |
| Income(loss) from discontinuedoperations                                                                                  |  |                    | (176    | )         |  |   | (0.1  | )%    |  |   | (50     | )  |  |   | (0.1  | )%  |  |   | (126   | )  |  |   | 252.0 | %   |
| Income(loss) before gain (loss) on sale ofproperties                                                                      |  |                    | (5,546  | )         |  |   | (4.1  | )%    |  |   | (2,701  | )  |  |   | (3.2  | )%  |  |   | (2,845 | )  |  |   | 105.3 | %   |
| Gain(loss) on sale ofproperties                                                                                           |  |                    | 18      |           |  |   | 0.0   | %     |  |   | 136     |    |  |   | 0.2   | %   |  |   | (118   | )  |  |   | (86.8 | )%  |
| Netincome(loss)                                                                                                           |  | $                       | (5,528  | )         |  |   | (4.1  | )%    |  | $      | (2,565  | )  |  |   | (3.0  | )%  |  | $      | (2,963 | )  |  |   | 115.5 | %   |
|                                                                                                                           |

Revenues

Our revenues increased $45.9 million, or 53.1%, primarily asa result of approximately $22.1 million of revenues from the SprintTowers and the acquisition of other communications sites since

35

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January 1, 2004 and to a much lesser extentfrom internal growth. During the six months ended June 30, 3005, theSprint Towers acquired May 26, 2005 contributed $22.1 million to ourrevenue. Our internal growth was primarily a result of growth in ourrevenues generated from telephony customers which was in part offset bya decline in our revenues generated by our non-telephony tenants. Ourmix of revenues from wireless telephony customers as a percentage oftotal site revenues increased from 43.6% for the month endedJune 30, 2004 to 77.3% for the month ended June 30, 2005.

For the six months ended June 30, 2005, USA Mobility, our thirdlargest customer, accounted for 10.2% of our revenues. One ofour primary master tenant leases with USA Mobility, the Arch Lease,expired on May 31, 2005. The Arch Lease allowed Arch Wireless, one ofthe two companies that merged to form USA Mobility, to locate a fixednumber of transmitters on any of our sites for a fixed minimum rate.The number of sites that Arch Wireless currently occupies issignificantly less than the number of sites allowable under the ArchLease for the fixed minimum rate. Effective June 1, 2005, USA Mobilitybegan paying only for the sites occupied on a hold over basis whichresulted in a $0.6 million reduction in monthly revenue. We arecontinuing to renegotiate a renewal of this lease and believe the ArchLease will be renewed or extended on terms and rates that aresignificantly less favorable to us than those previously in place underthe Arch Lease.

Expenses

Direct site operatingexpenses (excluding depreciation, amortization and accretionexpense)

Our direct site operating expenses increased $19.7million primarily due to direct site operating expenses associated withthe Sprint Towers along with other communication sites we have acquiredsince January 2004. These increases were partially offset by decreasedrent expense associated with our purchase of various interests inparcels of land in fee simple or other long-term easements, which wehad previously leased. As a percentage of revenues, our direct siteoperating expenses increased to 35.1% of revenues for the sixmonths ended June 30, 2005 from 31.1% of revenues for the sixmonths ended June 30, 2004 primarily as a result of the Sprint Towershaving lower tenant revenue per tower and higher rent expense as apercentage of revenue.

Selling, general andadministrative

Our selling, general and administrative expensesincrease of $2.4 million was primarily attributable to increases inpayroll expenses associated with the increase in our corporate supportstaff necessary to manage the growth of the Company, specifically theSprint Towers acquired on May 26, 2005 along with occupancy andassociated costs related to the increase in personnel. Additionally,professional fees increased partially due to efforts to comply withSection 404 of the Sarbanes-Oxley Act of 2002. As a percentage ofrevenues, our selling, general and administrative expenses declined to11.2% of revenues for the six months ended June 30, 2005 from14.4% of revenues for the six months ended June 30, 2004.

Sprint integration costs

In connection with theSprint Transaction, there are certain integration expenses which do notqualify as capitalized acquisition expenses and that are not expectedto be ongoing after the Sprint integration is complete, which isexpected to occur later this year. The $3.2 million of costs incurredfor the three months ended June 30, 2005 include engineering reviews,site inspections, ground and tenant lease review and occupancy costsrelated to the personnel performing these activities most of whom arecontractors.

Depreciation, amortization andaccretion

The increase in depreciation, amortization andaccretion expenses of $21.1 million for the six months ended June 30,2005 compared to the six months ended June 30, 2004 was primarily dueto the addition of communications sites during the period from January1, 2004 through June 30, 2005, including the Sprint Towers.

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Non-cash stock-based compensationexpense

For the six months ended June 30, 2005, we recognized$1.3 million in non-cash stock-based compensation expense related to(i) stock options granted in 2004 to an executive at an exercise priceless than the market value of the stock on the grant date, (ii) theamortization of deferred stock-based compensation related to non-vestedrestricted shares of common stock granted to certain members ofmanagement in December 2004 and (iii) the issuance of 20,000 shares offully vested common stock to certain member of our board of directorsin May 2005 in accordance with the terms of their compensationagreements. During the six months ended June 30, 2004, we recognized$3.2 million in non-cash stock-based compensation expense related to(i) the below market options grant discussed above, (ii) the issuanceof 20,000 shares of fully vested common stock to certain members of ourboard of directors at the time of our initial public offering and (iii)grants of stock options to an employee of Fortress Capital Finance LLC,who served on our board of directors from January 2003 until February2004 and provided financial advisory services to us through March2004.

Interest expense, net

Our net interestexpense increase of $12.8 million is related to the increase in theamount of debt in our capital structure resulting primarily from (i)the December 2004 mortgage loan, (ii) borrowings under our $200.0million acquisition credit facility and (iii) borrowing under ourbridge loan related to financing the Sprint Transaction, as well asinterest on our Revolving Credit Agreement for the portion of theperiod that there were outstanding borrowings.

Loss onearly extinguishment of debt

The $0.5 million loss onextinguishment of debt for the six months ended June 30, 2005, relatesto the write off of deferred debt costs associated with the term loanportions of the Revolving Credit Agreement terminated in conjunctionwith our May 9, 2005 equity offering. On February 5, 2004, ourprincipal operating subsidiary, Pinnacle Towers LLC, then known asPinnacle Towers Inc., and 13 of its direct and indirect subsidiariesborrowed $418.0 million under a mortgage loan, the February 2004mortgage loan, made payable to a newly formed trust. A portion of thenet proceeds were used to repay outstanding borrowings under our oldcredit facility, and as a result of this repayment, this facility wasterminated and $8.4 million of unamortized deferred financing costsrelated to the old credit facility repaid and terminated in February2004 (the "Old Credit Facility") werewritten-off during the six months ended June 30, 2004.

Liquidity and Capital Resources

Our liquidity needs arisefrom working capital requirements, debt service, tower acquisitions,construction costs for occasional new tower builds and toweraugmentaions, other capital expenditures and dividend payments. Weexpect to meet our cash requirements for the next twelve months byusing cash generated from operating activities, cash generated from ourrecent follow-on public equity offering, borrowings under the $15.0million Revolving Credit Agreement and the $200.0 million acquisitioncredit facility and from additional equity offerings, and mortgageloans and credit facilities we may obtain. However, there can be noassurance that we will be successful in raising additional equity orthat we will be able to obtain additional mortgage loans or creditfacilities. To the extent we are unsuccessful in raising additionalequity, obtaining mortgage loans and additional credit facilites, wemay need to curtail our investments in acquisitions and new towerbuilds, and/or reduce the current level of our dividend.

On May9, 2005 we sold an additional 6,325,000 shares of our common stock,inclusive of the underwriters' overallotment option, at anoffering price to the public of $30.70 per share, and generatedproceeds of approximately $183.5 million, net of underwriters'commissions, discounts and estimated offering costs, for us.

Weused the net proceeds as follows:

|              |                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | $82.0million to finance a portion of the upfront rental payment ofapproximately $1.2 billion paid in connection with the SprintTransaction. See Sprint Transaction and Related Financing below for amore detailed description of the Sprint Transaction. |

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|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | $55.0 million torepay the debt outstanding under our Revolving Credit Agreement,including $50.0 million incurred to finance the Sprint Transactiondeposit, and $5.0 million incurred to pay for a portion of the costsand expenses of the Sprint Transaction. The $50.0 million and $5.0million were borrowed under the term loan portions of the RevolvingCredit Agreement. Upon repayment, we also terminated our ability tomake future draws under the two term loan portions of our RevolvingCredit Agreement. As a result, we wrote off as a loss on earlyextinguishment of debt the unamortized deferred financing cost ofapproximately $0.5 million in our second quarter of 2005; |

|              |                                                                                                                         |
|--------------|-------------------------------------------------------------------------------------------------------------------------|
| •  | $46.5 million was available for workingcapital and other general corporate purposes, which includes futureacquisitions. |

Sprint Transaction and RelatedFinancing

On May 26, 2005, we, Sprint Corporation, or Sprint,and certain Sprint subsidiaries (theSprintContributors") closed on our agreement to contribute,lease and sublease, which we refer to as the Agreement to Lease. Underthe Agreement to Lease, we lease or, if certain consents were notobtained, operate for a period of 32 years approximately 6,600 wirelesscommunications tower sites and the related towers and assets(collectively, the "Sprint Towers") from sixnewly formed special purpose entities of Sprint (collectively,SprintTowerCo"), under six master leases for which we made anupfront payment of approximately $1.2 billion as prepaid rent, which werefer to as the upfront rental payment. At the closing of the SprintTransaction, we also entered into a master lease agreement, which werefer to as the Master Lease, which will expire in 2037. During theperiod commencing one year prior to the expiration of the Master Leaseand ending 120 days prior to the expiration of the Master Lease, wewill have the option to purchase all (but not less than all) of theSprint Towers then leased for approximately $2.3 billion.

OnFebruary 14, 2005, in connection with the execution of the SprintTransaction, we entered into an Investment Agreement with theInvestors, which consist of the followingentities:

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

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 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, theAbramsInvestors"); and |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | GreenhillCapital Partners, L.P., a Delaware limited partnership, which togetherwith its affiliates, is our second largest stockholder, and thefollowing affiliates of Greenhill Capital Partners, L.P., GreenhillCapital Partners (Executive), L.P., a Delaware limited partnership,Greenhill Capital, L.P., a Delaware limited partnership, GreenhillCapital Partners (Cayman), L.P., a Cayman Islands limited partnership,and Greenhill Capital Partners (Employees) II, L.P., a Delaware limitedpartnership (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 was automatically reduced to $250.0million as a result of (1) the amount of net proceeds, $183.5 million,received by us from our recent common stock offering, and (2) $100.0million, the amount of borrowings in excess of $750.0 millionoutstanding under our bridge loan at the closing of the SprintTransaction, provided that the Investors' aggregate commitmentcould not be reduced below $250.0 million. Pursuant to the terms of theInvestment Agreement, each of FIF II, the Abrams Investors and theGreenhill Investors purchased a total of 9,803,922 shares of commonstock equal to 48%, 32% and 20%, respectively. Thepurchase of the shares by the Investors closed simultaneously with theSprint Transaction. The issuance of these securities was made pursuantto an exemption from registration provided by Section 4(2) of theSecurities Act.

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On March 10, 2005, we executed anon-binding term sheet with Morgan Stanley Asset Funding Inc. and Bankof America, N.A., which set forth the terms on which they would provideus bridge financing of up to $850.0 million. On May 26, 2005, inconnection with the Sprint Transaction, we closed on the bridgefinancing. The borrower is Global Signal Acquisitions II LLC, a whollyowned subsidiary that owns 100% of our interest in the SprintTowers. The loan is 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 has a term of 12 months fromMay 26, 2005 and is 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 either1.50% or 1.75% per annum, depending on cash flows relatedto the Sprint Towers, as of October 20, 2005. Interest will be payableat LIBOR plus 1.50% until October 20, 2005 but will beretroactively payable at LIBOR plus 1.75% if the net cash flow,as defined, from the Sprint Towers does not exceed $86.0 million as ofOctober 20, 2005. We have provided for interest in the accompanyingfinancial statements at LIBOR plus 1.50% as we currently expectthe Sprint Towers to have cash flows in excess of $86.0 million onOctober 10, 2005. In either case, the rate is expected to increase by0.25% upon the first extension and 0.75% upon the second,if such extension options are exercised. The loan required anorigination fee of 0.375% of $850.0 million of the loan amountand an extension fee in connection with each extension option of0.25% of the loan amount. In addition, we are required under thefacility to pay an exit fee under certain circumstances. The loancontains 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 $850.0 million with Bank of America, N.A., as counterparty, inanticipation of securing $850.0 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 weighted average interest rate of 4.354% on atotal 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 onone-month LIBOR on the same notional amount for the same period.

Acquisition Credit Facility

On April 25, 2005, ourwholly owned subsidiary, Global Signal Acquisitions LLC, or GlobalSignal Acquisitions, entered into a 364-day $200.0 million creditfacility, which we refer to as the acquisition credit facility, withMorgan Stanley Asset Funding Inc. and Bank of America, N.A. to providefunding for the acquisition of additional communications sites. Theacquisition credit facility is guaranteed by Global Signal OP andfuture subsidiaries of Global Signal Acquisitions. Moreover, it issecured by substantially all of Global Signal Acquisitions'tangible and intangible assets and by a pledge of Global SignalOP's equity interest in Global Signal Acquisitions. In addition,on May 16, 2005, we entered into a guarantee agreement with respect tothe acquisition credit facility secured by a pledge of our equityinterest in Global Signal OP. We intend to fund future acquisitions atleast in part with this credit facility. The level of borrowings islimited based on a borrowing base. As of June 30, 2005, the principalbalance outstanding under the acquisition credit facility was $74.8million.

Borrowing under the acquisition credit facility willbear interest at our option at either the Eurodollar rate plus1.50% 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 

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extent the principal amount of borrowingsrelated to an acquisition of towers to be owned, leased or managedexceeds 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 borrowings. Any exit fees would be credited against fees payableto each of Morgan Stanley and Bank of America, N.A. if they are offeredthe position of co-lender with respect to 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 OP entered into a 364-day $20.0 million revolving creditfacility pursuant to a revolving credit agreement which we refer to asthe Revolving Credit Agreement, with Morgan Stanley Asset Funding Inc.and Bank of America, N.A. to provide funding for working capital andother corporate purposes. On February 9, 2005, Global Signal OP amendedand restated the Revolving Credit Agreement with Morgan Stanley 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. On April 15, 2005, we amended and restated the RevolvingCredit Agreement to provide an additional $25.0 million multi-draw termloan to be used for fees and expenses incurred in connection with theSprint Transaction. On May 9, 2005, we repaid and terminated both termloans under the Revolving Credit Agreement with proceeds from ourequity issuance. In addition, amounts available under the revolvingcredit facility were reduced to $15.0 million upon the completion ofthe equity issuances by us on May 9, 2005. At June 30, 2005, there wasno balance outstanding under the revolving credit facility portion ofthe Revolving Credit Agreement.

The revolving credit facility,through the Revolving Credit Agreement and the related ancillarydocumentation, contains covenants and restrictions customary for afacility of this type including a limitation on our consolidatedindebtedness at approximately $1.8 billion and a requirement to limitour ratio of consolidated indebtedness to consolidated EBITDA, asdefined in the loan document, to 7.65 to 1.0. The Revolving CreditAgreement continues to be guaranteed by us, Global Signal GP, LLC andcertain subsidiaries of Global Signal OP. It is secured by a pledge ofGlobal Signal OP's assets, including a pledge of 65% ofits interest in our United Kingdom subsidiary, 100% of itsinterest in certain other domestic subsidiaries, a pledge by us andGlobal Signal GP, LLC of our interests in Global Signal OP, and apledge by us of 65% of our interest in our Canadian subsidiary.Interest on the $15.0 million revolving credit facility is payable, atGlobal Signal's option, at either LIBOR plus 3.0% or thebank's basic rate plus 2.0%.

The 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 Global Signal Trust II (the"Trust II") 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 II 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 June 30,2005, the acquisition reserve account has been completely invested.

The principal amount of the December 2004 mortgage loan is dividedinto seven tranches, each having a different level of seniority.Interest accrues on each tranche at a fixed rate per annum. As of

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June 30, 2005, the weighted average interestrate on the various tranches was approximately 4.7%. TheDecember 2004 mortgage loan requires monthly payments of interest untilits maturity in December 2009 when the unpaid principal balance will bedue. The December 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 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.

The 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 subsidiaries issued a $418.0 million mortgage loan to a newlyformed trust, Global Signal Trust I ("February 2004mortgage loan"). The Global Signal Trust I (the"Trust I") then issued an identical amount ofcommercial mortgage pass-through certificates in a private transaction.We have continued to consolidate our subsidiaries, but have notconsolidated the Trust I in our financial statements. The net proceedsfrom the February 2004 mortgage loan were used to repay the thenoutstanding borrowings under our old credit facility of $234.4 million,to fund a $142.2 million special distribution to our stockholders, tofund $4.6 million of restricted cash into an imposition reserve whichwas required to be escrowed in connection with our securitizationtransaction and February 2004 mortgage loan and relates to taxes,insurance and rents, and the remaining $15.9 million was available tofund operations.

The principal amount of the February 2004mortgage loan is divided into seven tranches, each having a differentlevel of seniority. Interest accrues on each tranche at a fixed rateper annum. As of June 30, 2005, the weighted average interest rate onthe various tranches was approximately 5.0%. The February 2004mortgage loan is secured by mortgages, deeds of trust, deeds to securedebt and first priority mortgage liens on more than 1,100 of thecommunications sites of Pinnacle Towers LLC and its thirteen direct andindirect subsidiaries. The February 2004 mortgage loan requires monthlypayments of principal and interest calculated based on a25year amortization schedule through January2009 (the "Anticipated Repayment Date"). Ifthe February 2004 mortgage loan is not repaid in its entirety by theAnticipated Repayment Date, the interest rate on the February 2004mortgage 

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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 documents includecovenants customary for mortgage loans subject to ratedsecuritizations. Among other things, the borrowers are prohibited fromincurring additional indebtedness or further encumbering theirassets.

2005 Interest Rate Swaps

On January 11,2005, in anticipation of the issuance of interim bridge financing andlater a third mortgage loan to finance the acquisition of additionalwireless communication towers we expect to acquire during 2005, weentered into six forward-starting interest rate swaps agreements withMorgan Stanley as counterparty to hedge the variability of futureinterest rates on our anticipated mortgage financing. Under theinterest rate swaps, we agreed to pay the counterparty a weightedaverage fixed interest rate of 4.403% on a total notional amountof $300.0 million beginning on various dates between July 29, 2005 andNovember 30, 2005 and continuing through September 2010 with amandatory termination date of January 31, 2006 in exchange forreceiving floating payments based on three-month LIBOR on the samenotional amounts for the same period. The January 2005 interest rateswaps had a fair value of $3.2 million due to the counterparty at June30, 2005 and this was recorded in accumulated other comprehensiveincome in the balance sheet. On July 15, 2005, we determined that theforecasted transaction underlying one of the January swaps with anotional value of $50.0 million was no longer probable as originallyforecast and therefore we will cease hedge accounting prospectivelyfrom July 15, 2005 and recognize subsequent changes in fair value ofthe swap in the income statement.

On February 2, 2005 and March21, 2005, in connection with the Sprint Transaction, we entered intoten forward-starting interest rate swap agreements with Bank ofAmerica, N.A. as counterparty, in anticipation of securing $850.0million of bridge financing, which is expected to be replaced by amortgage loan, for a total notional value of $850.0 million. Under theinterest rate swaps, we agreed to pay the counterparty a fixed interestrate of 4.303% on a total notional amount of $850.0 millionbeginning on June 1, 2005 through December 1, 2010, with a mandatorytermination date of March 31, 2006, in exchange for receiving floatingpayments based on one-month LIBOR on the same 

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notional amount for the same period. TheFebruary and March 2005 interest rate swaps had a fair value of $9.3million due to the counterparty at June 30, 2005. At June 30, 2005, werecorded a receivable of $2.2 million for the floating payment due us,and accrued a fixed payment of $3.1 million due the counterparty, whichincreased our variable rate under the bridge loan to 4.3%. AtJune 30, 2005, we determined that a portion of the February and Marchswaps was ineffective and recognized $0.3 million of interest expensein the three months ended June 30, 2005.

March 2004 andAugust 2004 Swaps

On March 26, 2004, in anticipation of afuture financing, we entered into four forward-starting interest rateswaps with Morgan Stanley as counterparty to hedge the variability offuture interest rates on the financing. Under the interest rate swaps,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 approximately5.0%. For the three and six months ended June 30, 2005,amortization of $0.1 million and $0.2 million, respectively, wasrecorded as an offset to interest expense.

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 currentthree-month LIBOR rate, which was 1.15% on December 31, 2003, onthe notional 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 June 30, 2005 and 2004, amortization of $0.3 million and $0.4million, respectively, was recorded as interest expense. For the sixmonths ended June 30, 2005 and 2004, amortization of $0.7 million and$0.5 million, respectively, was recorded as interest expense.

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Cash Flows

Net cash flowsprovided by operating activities were $38.8 million for the six monthsended June 30, 2005, compared to $39.4 million for the six months endedJune 30, 2004. The decrease of $0.6 million of net cash provided byoperating activities is the result of the one-time Sprint integrationcosts and a prepayment of $6.5 million of property taxes on the SprintTowers, partially offset by higher cash flow being generated fromacquired communications sites.

Net cash flows used in investingactivities were $1.3 billion for the six months ended June 30, 2005compared to $104.3 million for the six months ended June 30, 2004.Investing activities for the six months ended June 30, 2005 consistedprimarily of (1) the acquisition of approximately 6,600 communicationssites from Sprint for approximately $1.2 billion, including fees andexpenses, and (2) the acquisition of 450 communications sites inunrelated transactions for $134.3  million, including fees andexpenses. During the six months ended June 30, 2005, we also acquired31 parcels of land, in fee simple title and under long-term easements,which we had previously leased from the sellers, for a total purchaseprice of $3.9  million, including fees and expenses.Additionally, $54.6 million was provided from restricted cash relatedto the acquisition reserve fund from the December 2004 mortgage loanand was used to fund communications site acquisitions during the sixmonths ended June 30, 2005.

Net cash flows used in investingactivities were $104.3 million for the six months ended June 30, 2004and consisted primarily of (1) the acquisition of Tower Ventures LLC,and various other tower assets for $73.8 million, including fees andexpenses, the purchase of interests in land under which we hadpreviously held a leasehold interest for $2.5 million, and the purchaseof the minority interest in our subsidiary, Pinnacle UK, Ltd., for $1.2million and (2) the funding of restricted cash escrow and impositionreserve accounts totaling $22.5 million as a part of our February 2005mortgage loan.

Capital expenditures were $5.6 million for thesix months ended June 30, 2005, compared to $5.0 million for the sixmonths ended June 30, 2004. Capital expenditures for six months endedJune 30, 2005 primarily consisted of the purchase of tower-relatedequipment and tower augmentations and improvements. Capitalexpenditures for six months ended June 30, 2004 primarily consisted oftower-related equipment and the new software system.

Net cashflows provided by financing activities were $1.3 billion for the sixmonths ended June 30, 2005 and consisted of (1) $850.0 million inborrowings under the Sprint bridge financing, (2) $74.8 millionborrowed under our acquisition credit facility, and (3) $437.3 millionin proceeds from the issuance of our common stock. These were partiallyoffset by $41.8 million in ordinary dividends paid, comprised of $21.3million paid in January 2005, for the fourth quarter of 2004, and $20.5million paid for the first quarter of 2005.

Net cash provided byfinancing activities was $97.5 million for the six months ended June30, 2004 and was primarily related to $418.0 million in borrowingsassociated with our February 2004 mortgage loan, net cash proceeds of$133.3 million from the initial public offering, and proceeds of $9.7million from the exercise of common stock options and warrants. Thesefunds were in part offset by $235.1 million used to repay in full ourOld Credit Facility, $33.4 million to repay the outstanding borrowingsunder our previous credit facility repaid and terminated in December2004, payment of $6.2 million to terminate the December 2003 interestrate swap, debt issuance costs of $14.0 million on our February 2004mortgage loan, and payments of $34.7 million in ordinary dividends, ofwhich $16.3 million represents a return of capital, and a $142.2million one-time special distribution to our stockholders whichrepresented a return of capital.

ContractualCommitments

A number of our asset purchase agreements providefor additional 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 six monthsended June 30, 2005. As of June 30, 2005, we had $0.2 million accruedfor future acquisition payments. The maximum additional contingentpayments on closed acquisitions were $1.8  million at June 30,2005.

44

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We have signed a master servicesagreement with Stratos VSAT, Inc. to purchase approximately $4.4million in satellite data communications equipment. Our tower relatedcapital expenditures over the next twelve months will include theinstallation of light monitoring equipment at all of the Sprint litsites. We expect to incur higher levels of capital expenditures duringthe next twelve months primarily as a result of this agreement and thehigher number of towers in our portfolio. We have completed the initialimplementation of our PeopleSoft software system for most of ouraccounting functions, including accounts payable, accounts receivableand all internal reporting functions. We expect to add additionalmodules during 2006 including treasury, purchasing and projectaccounting modules. We have also completed implementation of a separatesoftware system, manageStar, to manage data related to ourcommunications sites, including tenant leases, ground leases and otheroperational data. For the six months June 30, 2005, we incurred $0.7million related to these implementations and obtained three-yearfinancing for approximately $0.2 million of the these costs. Theremaining costs were paid from cash.

45

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The following table provides a summary ofour material debt, including the related interest payments, lease, andother contractual commitments as of and at June 30,2005.

|                                                     |  |                       |           |                 |  |          |           |           |  |             |         |        |  |        |         |        |  |        |         |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|-----------------------------------------------------|--|-----------------------|-----------|-----------------|--|----------|-----------|-----------|--|-------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
| ContractualObligations                              |  | Total                 |           | Less than1 Year |  | 1-3Years |           | 4-5 Years |  | After5Years |         |
|                                                |  | (dollars inthousands) |           |
| Operating leasepayments                             |  | $                     | 374,173   |            |  | $        | 97,590    |      |  | $           | 125,924 |   |  | $      | 54,875  |   |  | $      | 95,784  |   |  |
| Assetretirement obligations(1)                      |  |                  | 174,449   |            |  |     | 213       |      |  |        | 1,113   |   |  |   | 836     |   |  |   | 172,287 |   |  |
| February2004 mortgage loan (2)(3)                   |  |                  | 476,939   |            |  |     | 25,995    |      |  |        | 57,282  |   |  |   | 393,662 |   |  |   | — |   |  |
| December2004 mortgage loan (2)(4)                   |  |                  | 356,557   |            |  |     | 13,940    |      |  |        | 27,881  |   |  |   | 314,736 |   |  |   | — |   |  |
| Bridgeloan (2)(5)                                   |  |                  | 899,555   |            |  |     | 899,555   |      |  |        | — |   |  |   | — |   |  |   | — |   |  |
| $200.0million acquisition credit facility (2)(6)    |  |                  | 78,764    |            |  |     | 78,764    |      |  |        | — |   |  |   | — |   |  |   | — |   |  |
| Capitallease obligations(2)                         |  |                  | 1,256     |            |  |     | 566       |      |  |        | 690     |   |  |   | — |   |  |   | — |   |  |
| Commitmentsunder vendor agreements(7)               |  |                  | 4,380     |            |  |     | 4,380     |      |  |        | — |   |  |   | — |   |  |   | — |   |  |
| Commitmentsunder acquisition purchase agreements(8) |  |                  | 6,022     |            |  |     | 6,022     |      |  |        | — |   |  |   | — |   |  |   | — |   |  |
| Totalcontractual cash obligations at June 30,2005   |  | $                     | 2,372,095 |            |  | $        | 1,127,025 |      |  | $           | 212,890 |   |  | $      | 764,109 |   |  | $      | 268,071 |   |  |
|                                                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Reflects the future estimated cash payments aftergiving effect to estimated annual increases of 2.5% in expensesto dismantle our towers discounted at an average annual discount rateof approximately 13.0%. The liability is recorded in thefinancial statements at its present value. |

|     |                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes contractual interestfor all fixed-rate debt instruments and assumes interest on variablerate instruments at the June 30, 2005 rates. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | The February 2004 mortgageloan has a final maturity date of January 2029, however the loandocument imposes material penalties if we fail to repay the February2004 mortgage loan on or prior to January 2009 (theAnticipated 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 will increase by a minimum of5.0% and substantially all of the borrowers' excess cashflow from operations will be utilized to repay outstanding amounts dueunder the February 2004 mortgage loan. The actual amount of interestpayable after the Anticipated Repayment Date is dependent on the amountof excess cash flow utilized to repay the February 2004 mortgage loan,the interest rate and the outstanding mortgage loan balance. Totalcontractual interest to be paid on the February 2004 mortgage loan is$20.3 million in the less than 1 year period, $39.6 in the 1 to 3 yearperiod, $11.3 million in the 4 to 5 year period, assuming repayment ofthe outstanding balance on the Anticipated Repayment Date. |

|     |                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------|
| (4) | The December 2004 mortgageloan has a final maturity date of December 2009 and requires interestonly payments until maturity. |

|     |                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | The bridge loan has an initial term of 12 monthsfrom May 26, 2005, and, subject to compliance with certain conditions,two six-month extensions. We have not assumed the extension of thebridge loan maturity date in the table above. The loan requiresinterest only payments until maturity. |

|     |                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------|
| (6) | The acquisition credit facility matures April 24,2006, and requires interest only payments until maturity. |

|     |                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | We have signed a masterservices agreement with Stratos VSAT, Inc. to purchase approximately$4.4 million in satellite data communications equipment. |

|     |                                                                                                                                                                                                                                                                                                   |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Reflects our commitment as ofJune 30, 2005 under asset purchase agreements to acquire 14 wirelesscommunications towers for $3.9 million, including estimated fees andexpenses and $2.1 million, including fees and expenses, for 17 landparcels under towers where we previously leased the land. |

Critical Accounting Policies and Estimates

The preparationof our financial statements in conformity with accounting principlesgenerally accepted in the United States requires us to make estimatesand 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. For example, for acquisitions of towers weestimate the lives of the intangible assets associated with the toweruntil an appraisal is completed. We have identified the following newcritical accounting policy.

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Derivative Financial InstrumentsIndexed to, 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 DerivativeFinancial Instruments Indexed to, and Potentially Settled in, aCompany's Own Stock.   Under this  pronouncement,for  instruments that meet certain criteria, the instrument wasvalued 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. If we wouldhave exercised the option, we would have purchased shares from eachInvestor in proportion to that Investor's participation in theInvestment Agreement set forth above. Since the forward contracts underthe Investment Agreement were either fulfilled or expired, the $24.3million attributable to these equity derivatives at March 31, 2005,were reclassified to additional paid-in capital at June 30, 2005.

New Accounting Pronouncements

In December 2004, theFASB issued SFAS No. 123(R) Share-Based Payment, which is arevision to SFAS No. 123, Accounting for Stock-BasedCompensation. Generally, the approach in the new pronouncement issimilar to the approach described in SFAS No. 123. However, SFAS No.123(R) would require all share-based payments to employees, includinggrants of employee stock options, to be recognized in the incomestatement based on their fair values at the date of grant. Thepronouncement 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 been rendered and that are outstanding as of therequired effective date shall be recognized as the requisite service isrendered on or after the required effective date, based on the grantdate fair value of those awards calculated under SFAS No. 123. Wecannot determine the effect of the new standard on our financialstatements as the amount of options to be issued in 2006, if any, isnot known at this time. This pronouncement will not have any impact onour liquidity or cash flows.

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 no later than the end of fiscal yearsending after December 15, 2005, and is effective for us as of December31, 2005. We have not yet determined the effect of this newinterpretation on our financial statements.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

Interest Rate Risk

We areexposed to market risks from changes in interest rates charged on ourdebt. The impact on earnings and value of our long-term debt is subjectto change as a result of movements in market rates and prices. We hadno outstanding variable rate debt under our Revolving Credit Agreementat June 30, 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 forward startinginterest rate swaps agreements with Morgan 

47

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Stanley as counterparty to hedge thevariability of future interest rates on our anticipated financing.Under the interest rate swaps, we agreed to pay the counterparty aweighted average fixed interest rate of 4.403% on a totalnotional amount of $300.0 million beginning on various dates betweenJuly 29, 2005 and November 30, 2005 and continuing through September2010 with a mandatory termination date of January 31, 2006 in exchangefor receiving floating payments based on one-month LIBOR on the samenotional amounts for the same period. On July 15, 2005, we determinedthat the forecasted transaction underlying one of the January swapswith a notional value of $50.0 million was no longer probable asoriginally forecast and therefore we will cease hedge accountingprospectively from July 15, 2005 and recognize subsequent changes infair value of the swap in the income statement.

On February 2,and March 21, 2005, in connection with the Sprint Transaction, weentered into ten additional interest rate swap agreements with Bank ofAmerica, N.A. as counterparty, in anticipation of securing $850.0million or more of bridge financing, which is expected to be replacedby a mortgage loan for a total notional value of $850.0 million. Underthe interest rate swaps, we agreed to pay the counterparty a weightedaverage fixed interest rate of 4.354% on a total notional amountof $850.0 million beginning on June 1, 2005 through December 1, 2010,with a mandatory termination date of March 31, 2006, in exchange forreceiving floating payments based on one-month LIBOR on the samenotional amount for the same period.

An unfavorable shift of 100basis points in interest rates would decrease the value of our interestrate swaps at June 30, 2005 by approximately $56 million. If thefinancing transaction is completed on terms consistent with thosecurrently anticipated, except for the $50.0 million notional valueinterest rate swap agreement discussed above, any settlement paymentswould be deferred and amortized over the expected life of the mortgageloan. If the financing transaction is not completed as anticipated, wewould be required to recognize the aggregate fair value of the swaps incurrent earnings.

The following table presents the futureprincipal payment obligations and weighted-average interest rates atJune 30, 2005 associated with our existing debt instruments using ouractual level of indebtedness of $850.0 million under the Sprint bridgefinancing, $74.8 million under our acquisition credit facility,$1.1  million under capital leases to finance new computersoftware and $701.9 million under our mortgage loans issued on February5, 2004 and December 7,2004.

|                            |  |                              |        |                                                                                                 |  |        |           |        |  |        |         |        |  |            |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|----------------------------|--|------------------------------|--------|-------------------------------------------------------------------------------------------------|--|--------|-----------|--------|--|--------|---------|--------|--|------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                       |  | WeightedAverage InterestRate |        |     Future Principal PaymentObligations – Twelve Months Ended June30, |
|                       |  | Total                        |        | 2006                                                                                            |  | 2007   |           | 2008   |  | 2009   |         | 2010   |  | Thereafter |         |
| Fixedrate:                 |  |
| February 2004 mortgageloan |  |                         | 5.0    | %                                                                                          |  | $      | 408,057   |   |  | $      | 8,060   |   |  | $          | 8,557   |   |  | $      | 9,085   |   |  | $      | 382,355 |   |  | $      | — |   |  | $      | — |   |
| December2004 mortgageloan  |  |                         | 4.7    | %                                                                                          |  |   | 293,825   |   |  |   | — |   |  |       | — |   |  |   | — |   |  |   | 293,825 |   |  |   | — |   |  |   | — |   |
| Capitalleaseobligations    |  |                         | 9.7    | %                                                                                          |  |   | 1,148     |   |  |   | 548     |   |  |       | 476     |   |  |   | 124     |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Totalfixed ratedebt        |  |                         |   |                                                                                            |  |   | 703,030   |   |  |   | 8,608   |   |  |       | 9,033   |   |  |   | 9,209   |   |  |   | 676,180 |   |  |   | — |   |  |   | — |   |
| Variablerate:              |  |
| Sprint bridgeloan          |  |                         | 4.6    | %                                                                                          |  |   | 850,000   |   |  |   | 850,000 |   |  |       | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| AcquisitionsFacility       |  |                         | 5.3    | %                                                                                          |  |   | 74,799    |   |  |   | 74,799  |   |  |       | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Totaldebt                  |  |                         |   |                                                                                            |  | $      | 1,627,829 |   |  | $      | 933,407 |   |  | $          | 9,033   |   |  | $      | 9,209   |   |  | $      | 676,180 |   |  | $      | — |   |  | $      | — |   |
|                            |

ForeignCurrency Exchange Risk

Our exposure to adverse movements inforeign currency exchange rates is primarily related to our foreignsubsidiaries' (United Kingdom and Canada) operating expenses,denominated in the respective local currency. A hypothetical change of10% in foreign currency exchange rates would not have a materialimpact on our consolidated financial statements or results ofoperations.

ITEM 4. CONTROLS ANDPROCEDURES.

|          |                                    |
|----------|------------------------------------|
| a)  | Disclosure Controlsand Procedures. |

Our management, with theparticipation of our Chief Executive Officer, Chief Financial Officerand Chief Accounting Officer, has evaluated the effectiveness of ourdisclosure controls and 

48

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procedures (as such term is defined in Rules13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, asamended, (the "Exchange Act")) as of the endof the period covered by this report. Our Company's disclosurecontrols and procedures are designed to provide reasonable assurancethat information is recorded, processed, summarized and reportedaccurately and on a timely basis. Primarily due to our recentrestatement of our previously issued financial statements due to thechanges in lease accounting affecting all tower companies and manyother public companies, in March of 2005 we received a letter from ourindependent registered public accounting firm, as part of their auditof our financial statements, setting forth a "materialweakness" related to the design or operation of theinternal control components over our accounting for leases anddepreciation of leasehold improvements for the fiscal year 2004, whichended December 31, 2004. While we were not required to obtain anattestation with regard to our internal controls over financialreporting as of December 31, 2004, as set forth in section 404 of theSarbanes Oxley Act of 2002, this would have been a material weaknessunder those definitions. Following our receipt of the letter from ourindependent registered public accounting firm, we began, the process ofdocumenting and testing our internal controls over financial reportingand have identified and expect to continue to identify matters whichwill require remediation. We have taken steps to improve our internalcontrols, including our information technology controls, informationtechnology application controls and manual process controls; however,additional steps will be required to improve our internal controls, andthese may be both time consuming and costly. Additionally, there can beno assurance that we, or our independent registered public accountingfirm, may not discover other material weaknesses during the assessmentof our internal controls for 2005 that will be difficult to remediatetimely, hence affecting the conclusion about the design and/oroperating effectiveness of our controls for2005.

|          |                                           |
|----------|-------------------------------------------|
| b)  | Internal Control Over FinancialReporting. |

Other than as set forth above insubparagraph (a), there have not been any changes in our internalcontrol over financial reporting (as such term is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscalquarter to which this report relates that have materially affected, orare reasonably likely to materially affect, our internal control overfinancial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We areinvolved in litigation incidental to the conduct of our business. Webelieve that none of such pending litigation or unasserted claims ofwhich we have knowledge, will have a material adverse effect on ourbusiness, financial condition, results of operations or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS.

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | On May 26,2005, pursuant to a previously executed Investment Agreement, theCompany sold an aggregate of 9.803.922 shares of its common stock to(a) Fortress Investment Fund II LLC, a Delaware limited liabilitycompany ("Fortress Investor"), an affiliateof our largest stockholder, Fortress Investment Holdings LLC; (b)Abrams Capital Partners II, L.P., a Delaware limited partnership,Abrams Capital Partners I, L.P., a Delaware limited partnership,Whitecrest Partners, L.P., a Delaware limited partnership, AbramsCapital International, LTD, a Cayman Island limited liability companyand Riva Capital Partners, L.P., a Delaware limited partnership(collectively, "Abrams Investors"),affiliates of our third largest stockholder Abrams Capital, LLC; and(c) Greenhill Capital Partners, L.P., a Delaware limited partnership,Greenhill Capital Partners (Executive), L.P., a Delaware limitedpartnership, Greenhill Capital, L.P., a Delaware limited partnership,Greenhill Capital Partners (Cayman), L.P., a Cayman Islands limitedpartnership, Greenhill Capital Partners (Employees) II, L.P., aDelaware limited partnership (collectively, "GreenhillInvestors", and together with Fortress Investor and AbramsInvestors, the "Investors", and eachindividually, an "Investor"), our secondlargest stockholder and certain |

49

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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | of its affiliates. The Company sold sharesof common stock to the Investors for a cash price of $25.50 per share,resulting in approximately $250.0 million of gross proceeds to theCompany. This issuance of these securities was made pursuant to anexemption from registration provided by Section 4(2) of the SecuritiesAct of 1933, as amended. The proceeds of the sale of these securitieswas used to partially fund the SprintTransaction. |

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

|           |      |
|-----------|------|
| (c)  | None |

(i) The $200.0 million acquisition credit facility restrictsthe ability of Global Signal Acquisitions to make distributions except,so long as no event of default then exists or will result, (i)distributions in cash or other property to the extent required tosatisfy the REIT Distribution Requirement (as defined in theacquisition 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 $7.5 million in the aggregateduring the term of the $200.0 million acquisition credit facility and(iv) other distributions in cash to Global Signal OP so long as, bothimmediately prior to and after giving effect to such distribution, theaggregate outstanding principal amount of acquisition loans thereunderwould be less than 68% of the aggregate tower value of alltowers owned by the Global Signal Acquisitions plus any cash or cashequivalents held by Global Signal Acquisitions or its Subsidiaries.

(ii) The Revolving Credit Agreement restricts the ability ofGlobal Signal OP to make distributions except: (i) distributions incash or other property to the extent required to satisfy the REITDistribution Requirement (as defined in the Revolving CreditAgreement), and, (ii) so long as no event of default then exists orwould result, (1) equity distributions as consideration for a merger,so long as no event of default then exists or will result, of GlobalSignal OP, or one of its subsidiaries, into Global Signal Inc. or asubsidiary of Global Signal Inc., (2) in addition to and withoutduplication of dividends paid under clause (i) above, ordinaryquarterly dividends to the holders of capital stock of the GlobalSignal OP in an amount reasonably comparable to ordinary quarterlydividends customarily declared (including increases in such dividendsconsistent, in terms of the percentage of such increase, with pastpractices) 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$2.0 million.

(iii) Our mortgage loans 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 loans.

ITEM 3. DEFAULTS UPONSENIOR SECURITIES.

None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 17, 2005, the Company held its Annual Meeting ofShareholders.

At the annual meeting, shareholders votedon the nomination of two persons for membership on our Board ofDirectors and on the ratification of Ernst & Young LLP as theCompany's independent registered public accounting firm forfiscal year 2005.

The votes cast"For" and"Against"/"Withheld"and, where applicable, abstentions and broker non-votes on the mattersaddressed at the annual meeting, were as follows:

50

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On the election of Robert H. Gidelas a Class II director:

|            |  |          |        |        |  |  |
|------------|--|----------|--------|--------|--|--|
| For        |  | Withheld |
| 40,660,671 |  |     | 46,717 |   |
|            |

On theelection of Mark Whiting as a Class II director

|            |  |          |           |        |  |  |
|------------|--|----------|-----------|--------|--|--|
| For        |  | Withheld |
| 38,122,782 |  |     | 2,584,606 |   |
|            |

Onthe ratification of Ernst & Young LLP as the Company'sindependent registered public accounting firm for fiscal year 2005:

|            |  |         |        |         |  |                 |       |        |  |        |   |        |  |  |
|------------|--|---------|--------|---------|--|-----------------|-------|--------|--|--------|---|--------|--|--|
| For        |  | Against |        | Abstain |  | BrokerNon-Votes |
| 40,633,924 |  |    | 70,419 |    |  |            | 3,045 |   |  |   | 0 |   |
|            |

Theterms of office of the following directors continued after the meeting:Messrs. Edens, Niehaus, Jacobs, Abrams and Rubin.

ITEM5. OTHER INFORMATION.

(a)    None

(b)    None

51

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Item6.    Exhibits.

|               |  |                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                           |
| 1.1           |  | UnderwritingAgreement, dated May 3, 2005, between Global Signal Inc. and MorganStanley & Co. Incorporated and Banc of America Securities LLC asrepresentatives of the several underwriters named therein (incorporatedby reference to Exhibit 1.1 to the Company's Current Report onForm 8-K filed on May 5, 2005).               |
| 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).                                                                                                                                  |
| 3.4           |  | Acquisition Credit Agreement,dated as of April 25, 2005, by and among Global Signal AcquisitionsLLC, Morgan Stanley Asset Funding Inc. and Bank of America, N.A.(incorporated by reference to Exhibit 10.1 to the Company'sCurrent Report on Form 8-K filed on April 28,2005).                                                        |
| 10.2          |  | Parent Guarantee, dated as ofApril 25, 2005, made by Global Signal Operating Partnership, L.P. andGlobal Signal Inc. (upon execution) in favor of Morgan Stanley AssetFunding Inc. as collateral agent for the lenders (incorporated byreference to Exhibit 10.2 to the Company's Current Report on Form8-K filed on April 28, 2005). |
| 10.3          |  | PledgeAgreement, dated as of April 25, 2005, by Global Signal AcquisitionLLC, Global Signal Operating Partnership, L.P. and Global Signal Inc.(upon execution) in favor of Morgan Stanley Asset Funding Inc.(incorporated by reference to Exhibit 10.3 to the Company'sCurrent Report on form 8-K filed on April 28,2005).            |
| 10.4          |  | Second Amended and RestatedCredit Agreement, dated April 15, 2005, among Global Signal OperatingPartnership, L.P., Bank of America, N.A. and the other lenders namedtherein (incorporated by reference to Exhibit 10.35.1 to theCompany's Registration Statement on Form S-11 filed on May 2,2005).                                   |
| 10.5          |  | Master Lease and Sublease, datedas of May 26, 2005, by and among STC One LLC, as lessor, SprintTelephony PCS L.P., as Sprint Collocator, Global Signal Acquisition IILLC, as lessee, and Global Signal Inc. (incorporated by reference toExhibit 10.1 to the Company's Current Report on Form 8-K filed onMay 27, 2005).              |
| 10.6          |  | Master Lease andSublease, dated as of May 26, 2005, by and among STC Two LLC, aslessor, SprintCom, Inc., as Sprint Collocator, Global SignalAcquisition II LLC, as lessee, and Global Signal Inc. (incorporated byreference to Exhibit 10.2 to the Company's Current Report on Form8-K filed on May 27, 2005).                        |
| 10.7          |  | MasterLease and Sublease, dated as of May 26, 2005, by and among STC ThreeLLC, as lessor, American PCS Communications, LLC, as Sprint Collocator,Global Signal Acquisition II LLC, as lessee, and Global Signal Inc.(incorporated by reference to Exhibit 10.3 to the Company'sCurrent Report on Form 8-K filed on May 27,2005).      |
|               |

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|               |  |                                                                                                                                                                                                                                                                                                                     |  |  |  |  |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                         |
| 10.8          |  | Master Lease andSublease, dated as of May 26, 2005, by and among STC Four LLC, aslessor, PhillieCo, L.P., as Sprint Collocator, Global SignalAcquisition II LLC, as lessee, and Global Signal Inc. (incorporated byreference to Exhibit 10.4 to the Company's Current Report on Form8-K filed on May 27, 2005).     |
| 10.9          |  | MasterLease and Sublease, dated as of May 26, 2005, by and among STC FiveLLC, as lessor, Sprint Spectrum L.P., as Sprint Collocator, GlobalSignal Acquisition II LLC, as lessee, and Global Signal Inc.(incorporated by reference to Exhibit 10.5 to the Company'sCurrent Report on Form 8-K filed on May 27,2005). |
| 10.10         |  | Master Lease and Sublease,dated as of May 26, 2005, by and among STC Six LLC, Sprint SpectrumL.P., as Sprint Collocator, Global Signal Acquisition II LLC, aslessee, and Global Signal Inc. (incorporated by reference to Exhibit10.6 to the Company's Current Report on Form 8-K filed on May 27,2005).            |
| 10.11         |  | Bridge Loan and OverrideAgreement, dated May 24, 2005, by and among Global Signal AcquisitionsII LLC, Bank of America, N.A. and Morgan Stanley Asset Funding, Inc.(incorporated by reference to Exhibit 10.7 to the Company'sCurrent Report on Form 8-K filed on May 27,2005).                                      |
| 10.12         |  | Form Loan and SecurityAgreement, between Global Signal Acquisitions LLC., Global SignalAcquisitions II LLC, as borrowers and Morgan Stanley Asset Funding,Inc., as lender (incorporated by reference to Exhibit 10.8 to theCompany's Current Report on Form 8-K filed on May 27,2005).                              |
| 10.13         |  | Limited Recourse ParentGuarantee, dated May 24, 2005, made by Global Signal Inc. and GlobalSignal Operating Partnership, L.P., in favor of Morgan Stanley AssetFunding, Inc. (incorporated by reference to Exhibit 10.9 to theCompany's Current Report on Form 8-K filed on May 27,2005).                           |
| 10.14         |  | Pledge Agreement, dated May 24,2005, made by Global Signal Acquisitions II LLC, Global SignalAcquisitions LLC, and Global Signal Inc., in favor of Morgan StanleyAsset Funding, Inc. (incorporated by reference to Exhibit 10.10 to theCompany's Current Report on Form 8-K filed on May 27,2005).                  |
| 12.1          |  | Statement regarding Computationof Ratio of Earnings to Fixed Charges and Preferred StockDividends.                                                                                                                                                                                                                  |
| 31.1          |  | Certification of ChiefExecutive 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 Act of 1934,as amended, the registrant has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized.

|        |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |
|--------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | **GlobalSignalInc.**Registrant                                                                                                                                                                                                                                                                                                                                                            |
| By:    |  | /s/William T.Freeman                                                WilliamT. Freeman, Duly Authorized Officer and Chief FinancialOfficer |
| Dated: |  | August 10,2005                                                                                                                                                                                                                                                                                                                                                                            |
|        |

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