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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 10-Q

|                                                  |                                                                                       |
|--------------------------------------------------|---------------------------------------------------------------------------------------|
|          | QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |

For the fiscal year ended September 30,2005

OR

|                                |                                                                                        |
|--------------------------------|----------------------------------------------------------------------------------------|
|       | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |

For the transition period from                                 to                                

Commission file number 001-32168

GLOBAL SIGNAL INC.

|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 65-0652634                         |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                             |

301 North Cattlemen Road, Suite300, Sarasota, Florida 34232-6427(Address of principalexecutive offices)

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

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

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the ExchangeAct). Yes     No 

Indicate by check mark whether the registranthas filed all documents and reports required to be filed by Sections12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent tothe distribution of securities under a plan confirmed by a court.Yes     No 

At November4, 2005, Registrant had outstanding 68,619,155 shares of $0.01 parvalue commonstock.

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PART I.    FINANCIALINFORMATION

|                               |  |                                                                                                                                          |  |        |        |        |  |  |  |  |
|-------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|                          |  |                                                                                                                                     |  | Page   |
| Item1.                        |  | FinancialStatements                                                                                                                      |  |   |   |   |
|                          |  | Condensed Consolidated BalanceSheets as of September 30, 2005 (unaudited)     and December 31,2004                   |  |   | 2      |   |
|                          |  | Condensed ConsolidatedStatements of Operations (unaudited) for the Three Months     EndedSeptember 30, 2005 and 2004 |  |   | 3      |   |
|                          |  | Condensed Consolidated Statements of Operations(unaudited) for the Nine Months     Ended September 30, 2005 and2004  |  |   | 4      |   |
|                          |  | Consolidated Statement ofChanges In Stockholders' Equity (unaudited) for the Nine    Months Ended September 30, 2005 |  |   | 5      |   |
|                          |  | Condensed Consolidated Statements of Cash Flows(unaudited) for the Nine Months     Ended September 30, 2005 and2004  |  |   | 6      |   |
|                          |  | Notes to UnauditedCondensed Consolidated Financial Statements                                                                            |  |   | 7      |   |
| Item 2.                       |  | Management's Discussion and Analysis ofFinancial Condition and    Results of Operations                              |  |   | 27     |   |
| Item 3.                       |  | Quantitative andQualitative Disclosures About Market Risk                                                                                |  |   | 48     |   |
| Item 4.                       |  | Controls and Procedures                                                                                                                  |  |   | 49     |   |
|                          |  |                                                                                                                                     |  |   |   |   |
| **PART II. OTHERINFORMATION** |
|                          |  |                                                                                                                                     |  |   |   |   |
| Item1.                        |  | Legal Proceedings                                                                                                                        |  |   | 50     |   |
| Item2.                        |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                               |  |   | 50     |   |
| Item 3.                       |  | Defaults UponSenior Securities                                                                                                           |  |   | 50     |   |
| Item4.                        |  | Submission of Matters to a Vote of SecurityHolders                                                                                       |  |   | 50     |   |
| Item 5.                       |  | OtherInformation                                                                                                                         |  |   | 50     |   |
| Item6.                        |  | Exhibits                                                                                                                                 |  |   | 51     |   |
|                               |

1

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PART I.    FINANCIALINFORMATION

Item 1.    Financial Statements:

GLOBALSIGNAL INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands,except sharedata)

|                                                                                                                                                                                              |  |                   |           |                   |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|-------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                         |  | September30, 2005 |           | December 31, 2004 |
|                                                                                                                                                                                         |  | (unaudited)       |           |              |
| **Assets**                                                                                                                                                                                   |  |              |      |              |  |   |    |    |
| Currentassets:                                                                                                                                                                               |  |              |      |              |  |   |    |    |
| Cash and cash equivalents                                                                                                                                                                    |  | $                 | 59,880    |              |  | $      | 5,991   |    |
| Accounts receivable,net                                                                                                                                                                      |  |              | 7,053     |              |  |   | 533     |    |
| Prepaidexpenses and other current assets                                                                                                                                                     |  |              | 41,081    |              |  |   | 9,772   |    |
| Interest rate swap assets, at fairvalue                                                                                                                                                      |  |              | 6,855     |              |  |   | — |    |
|                                                                                                                                                                                         |  |              | 114,869   |              |  |   | 16,296  |    |
| Restricted cash                                                                                                                                                                              |  |              | 18,602    |              |  |   | 72,854  |    |
| Fixed assets, net                                                                                                                                                                            |  |              | 1,679,658 |              |  |   | 636,200 |    |
| Intangibleassets:                                                                                                                                                                            |  |              |      |              |  |   |    |    |
| Lease absorption value,net                                                                                                                                                                   |  |              | 391,470   |              |  |   | 149,625 |    |
| Leasehold interests, net                                                                                                                                                                     |  |              | 9,028     |              |  |   | 7,791   |    |
| Goodwill                                                                                                                                                                                     |  |              | 10,610    |              |  |   | 9,770   |    |
| Deferred debt issuance costs,net                                                                                                                                                             |  |              | 19,441    |              |  |   | 18,911  |    |
| Other                                                                                                                                                                                        |  |              | 23,275    |              |  |   | 4,461   |    |
| Other assets                                                                                                                                                                                 |  |              | 16,240    |              |  |   | 7,461   |    |
|                                                                                                                                                                                         |  | $                 | 2,283,193 |              |  | $      | 923,369 |    |
| **Liabilities and Stockholders'Equity**                                                                                                                                                      |  |              |      |              |  |   |    |    |
| Currentliabilities:                                                                                                                                                                          |  |              |      |              |  |   |    |    |
| Accounts payable and accruedexpenses                                                                                                                                                         |  | $                 | 42,947    |              |  | $      | 16,397  |    |
| Dividends payable                                                                                                                                                                            |  |              | 34,305    |              |  |   | 20,491  |    |
| Deferredrevenue                                                                                                                                                                              |  |              | 17,567    |              |  |   | 13,410  |    |
| Interest rate swap liability, at fairvalue                                                                                                                                                   |  |              | 1,609     |              |  |   | — |    |
| Notespayable and current portion of long-termdebt                                                                                                                                            |  |              | 962,750   |              |  |   | 8,268   |    |
|                                                                                                                                                                                         |  |              | 1,059,178 |              |  |   | 58,566  |    |
| Long-term debt                                                                                                                                                                               |  |              | 692,187   |              |  |   | 698,652 |    |
| Other long-termliabilities                                                                                                                                                                   |  |              | 34,453    |              |  |   | 12,954  |    |
| Totalliabilities                                                                                                                                                                             |  |              | 1,785,818 |              |  |   | 770,172 |    |
| Stockholders'equity:                                                                                                                                                                         |  |              |      |              |  |   |    |    |
| Preferred stock, $0.01 par value,20,000,000 shares authorized, no shares issued or outstanding atSeptember 30, 2005 and December  31, 2004                                                   |  |              | —   |              |  |   | — |    |
| Common stock, $0.01 par value,150,000,000 shares authorized, 68,610,221 shares issued and outstandingat September 30, 2005, and 51,304,769 shares issued and outstanding atDecember 31, 2004 |  |              | 686       |              |  |   | 513     |    |
| Additional paid-in capital                                                                                                                                                                   |  |              | 511,246   |              |  |   | 157,004 |    |
| Deferred stock-basedcompensation                                                                                                                                                             |  |              | (1,948    | )            |  |   | (3,101  | )  |
| Accumulated other comprehensive income (loss)                                                                                                                                                |  |              | 12,254    |              |  |   | (1,219  | )  |
| Equityderivatives                                                                                                                                                                            |  |              | —   |              |  |   | — |    |
| Accumulateddeficit                                                                                                                                                                           |  |              | (24,863   | )            |  |   | — |    |
| Total stockholders'equity                                                                                                                                                                    |  |              | 497,375   |              |  |   | 153,197 |    |
|                                                                                                                                                                                         |  | $                 | 2,283,193 |              |  | $      | 923,369 |    |
|                                                                                                                                                                                              |

The accompanying Notes toUnaudited Condensed Consolidated Financial Statements are anintegral part of these condensed financial statements.

2

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

|                                                                                                                        |  |                                 |         |            |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------|--|---------------------------------|---------|------------|--|--------|---------|---------|--|--|
|                                                                                                                   |  | ThreeMonths Ended September 30, |
|                                                                                                                   |  | 2005                            |         | 2004       |
|                                                                                                                   |  |                            |         | (restated) |
| Revenues                                                                                                               |  | $                               | 116,171 |       |  | $      | 45,792  |    |
| Direct siteoperating expenses (excluding depreciation, amortization andaccretion)                                      |  |                            | 53,630  |       |  |   | 14,419  |    |
| Selling,general and administrative (including $270 and $228 of non-cashstock-based compensation expense, respectively) |  |                            | 10,520  |       |  |   | 5,846   |    |
| Sprint sites integrationcosts                                                                                          |  |                            | 2,222   |       |  |   | — |    |
| Statefranchise, excise and minimum taxes                                                                               |  |                            | 159     |       |  |   | 163     |    |
| Depreciation, amortization andaccretion                                                                                |  |                            | 41,862  |       |  |   | 13,725  |    |
|                                                                                                                   |  |                            | 108,393 |       |  |   | 34,153  |    |
| Operating income                                                                                                       |  |                            | 7,778   |       |  |   | 11,639  |    |
| Interest expense, net                                                                                                  |  |                            | 24,608  |       |  |   | 6,393   |    |
| Gain on derivativeinstruments                                                                                          |  |                            | (2,024  | )     |  |   | — |    |
| Otherexpense (income)                                                                                                  |  |                            | (29     | )     |  |   | (76     | )  |
| Income (loss) from continuing operations before income taxbenefit (expense)                                            |  |                            | (14,777 | )     |  |   | 5,322   |    |
| Income tax benefit (expense)                                                                                           |  |                            | 55      |       |  |   | (212    | )  |
| Income (loss) from continuingoperations                                                                                |  |                            | (14,722 | )     |  |   | 5,110   |    |
| Income(loss) from discontinuedoperations                                                                               |  |                            | (41     | )     |  |   | 190     |    |
| Income (loss) before gain (loss) on sale ofproperties                                                                  |  |                            | (14,763 | )     |  |   | 5,300   |    |
| Gain(loss) on sale ofproperties                                                                                        |  |                            | (678    | )     |  |   | 1       |    |
| Net income (loss)                                                                                                      |  | $                               | (15,441 | )     |  | $      | 5,301   |    |
| Basicincome (loss) per common share:                                                                                   |  |                            |    |       |  |   |    |    |
| Income (loss)from continuing operations                                                                                |  | $                               | (0.22   | )     |  | $      | 0.10    |    |
| Income (loss) from discontinuedoperations                                                                              |  |                            | (0.00   | )     |  |   | 0.00    |    |
| Gain(loss) on sale ofproperties                                                                                        |  |                            | (0.01   | )     |  |   | 0.00    |    |
| Net income (loss)                                                                                                      |  | $                               | (0.23   | )     |  | $      | 0.10    |    |
| Dilutedincome (loss) per common share:                                                                                 |  |                            |    |       |  |   |    |    |
| Income (loss)from continuing operations                                                                                |  | $                               | (0.22   | )     |  | $      | 0.10    |    |
| Income (loss) from discontinuedoperations                                                                              |  |                            | (0.00   | )     |  |   | 0.00    |    |
| Gain(loss) on sale ofproperties                                                                                        |  |                            | (0.01   | )     |  |   | 0.00    |    |
| Net income (loss)                                                                                                      |  | $                               | (0.23   | )     |  | $      | 0.10    |    |
| Dividendsdeclared per common share                                                                                     |  | $                               | 0.500   |       |  | $      | 0.375   |    |
| Weighted average number of commonsharesoutstanding:                                                                    |  |                            |    |       |  |   |    |    |
| Basic                                                                                                                  |  |                            | 68,437  |       |  |   | 50,608  |    |
| Diluted                                                                                                                |  |                            | 68,437  |       |  |   | 53,232  |    |
|                                                                                                                        |

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 share data)

|                                                                                                                            |  |                                |         |            |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|---------|------------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | NineMonths Ended September 30, |
|                                                                                                                       |  | 2005                           |         | 2004       |
|                                                                                                                       |  |                           |         | (restated) |
| Revenues                                                                                                                   |  | $                              | 248,024 |       |  | $      | 131,488 |    |
| Direct site operating expenses (excludingdepreciation, amortization and accretion)                                         |  |                           | 99,674  |       |  |   | 40,791  |    |
| Selling, general and administrative(including $1,560 and $3,440 of non-cash stock-based compensationexpense, respectively) |  |                           | 26,674  |       |  |   | 21,475  |    |
| Sprint sites integration costs                                                                                             |  |                           | 5,385   |       |  |   | — |    |
| State franchise, excise and minimumtaxes                                                                                   |  |                           | 490     |       |  |   | 500     |    |
| Depreciation,amortization and accretion                                                                                    |  |                           | 87,665  |       |  |   | 38,485  |    |
|                                                                                                                       |  |                           | 219,888 |       |  |   | 101,251 |    |
| Operatingincome                                                                                                            |  |                           | 28,136  |       |  |   | 30,237  |    |
| Interestexpense, net                                                                                                       |  |                           | 50,347  |       |  |   | 19,294  |    |
| Gain onderivative instruments                                                                                              |  |                           | (2,024  | )     |  |   | — |    |
| Loss on early extinguishment of debt                                                                                       |  |                           | 461     |       |  |   | 8,449   |    |
| Other expense(income)                                                                                                      |  |                           | (111    | )     |  |   | (84     | )  |
| Income (loss) from continuing operations before income taxbenefit (expense)                                                |  |                           | (20,537 | )     |  |   | 2,578   |    |
| Income tax benefit (expense)                                                                                               |  |                           | 564     |       |  |   | (324    | )  |
| Income (loss) from continuingoperations                                                                                    |  |                           | (19,973 | )     |  |   | 2,254   |    |
| Income(loss) from discontinuedoperations                                                                                   |  |                           | (335    | )     |  |   | 343     |    |
| Income (loss) before gain on sale ofproperties                                                                             |  |                           | (20,308 | )     |  |   | 2,597   |    |
| Gain(loss) on sale ofproperties                                                                                            |  |                           | (661    | )     |  |   | 137     |    |
| Net income (loss)                                                                                                          |  | $                              | (20,969 | )     |  | $      | 2,734   |    |
| Basicincome (loss) per common share:                                                                                       |  |                           |    |       |  |   |    |    |
| Income (loss)from continuing operations                                                                                    |  | $                              | (0.33   | )     |  | $      | 0.05    |    |
| Income (loss) from discontinuedoperations                                                                                  |  |                           | (0.01   | )     |  |   | 0.01    |    |
| Gain(loss) on sale ofproperties                                                                                            |  |                           | (0.01   | )     |  |   | 0.00    |    |
| Net income (loss)                                                                                                          |  | $                              | (0.35   | )     |  | $      | 0.06    |    |
| Dilutedloss per common share:                                                                                              |  |                           |    |       |  |   |    |    |
| Income (loss) fromcontinuing operations                                                                                    |  | $                              | (0.33   | )     |  | $      | 0.05    |    |
| Income (loss) from discontinuedoperations                                                                                  |  |                           | (0.01   | )     |  |   | 0.01    |    |
| Gain(loss) on sale ofproperties                                                                                            |  |                           | (0.01   | )     |  |   | 0.00    |    |
| Net income (loss)                                                                                                          |  | $                              | (0.35   | )     |  | $      | 0.06    |    |
| Dividends declaredper common share                                                                                         |  | $                              | 1.350   |       |  | $      | 1.000   |    |
| Weighted average number of commonsharesoutstanding:                                                                        |  |                           |    |       |  |   |    |    |
| Basic                                                                                                                      |  |                           | 60,141  |       |  |   | 45,395  |    |
| Diluted                                                                                                                    |  |                           | 60,141  |       |  |   | 48,246  |    |
|                                                                                                                            |

Theaccompanying Notes to Unaudited Condensed Consolidated FinancialStatements are an 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 |  | AccumulatedOtherComprehensiveIncome(Loss) |         | AccumulatedDeficit |  | EquityDerivatives |         | Stockholders'Equity |
| Shares                                                                                           |  | Amount                              |            |
| **Balance at December 31,2004**                                                                  |  |                                | 51,304,769 |                     |  | $                               | 513     |              |  | $                                         | 157,004 |               |  | $                 | (3,101  | )              |  |   |    |    |  | $      | (1,219  | )  |  | $      | — |    |  | $      | — |    |  | $      | 153,197 |    |
| Comprehensiveloss:                                                                               |  |                                |       |                     |  |                            |    |              |  |                                      |    |               |  |              |    |                |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Net loss                                                                                         |  |                                | —    |                     |  |                            | — |              |  |                                      | — |               |  |              | — |                |  | $      | (20,969 | )  |  |   | — |    |  |   | (20,969 | )  |  |   | — |    |  |   | (20,969 | )  |
| Foreign currency translationadjustment                                                           |  |                                | —    |                     |  |                            | — |              |  |                                      | — |               |  |              | — |                |  |   | (476    | )  |  |   | (476    | )  |  |   | — |    |  |   | — |    |  |   | (476    | )  |
| Change in fairvalue of derivative financial instruments, net of applicable incometaxes           |  |                                | —    |                     |  |                            | — |              |  |                                      | — |               |  |              | — |                |  |   | 13,260  |    |  |   | 13,260  |    |  |   | — |    |  |   | — |    |  |   | 13,260  |    |
| Total comprehensiveloss                                                                          |  |                                |       |                     |  |                            |    |              |  |                                      |    |               |  |              |    |                |  | $      | (8,185  | )  |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Amortization of accumulated othercomprehensive income (loss) on terminated derivativeinstruments |  |                                | —    |                     |  |                            | — |              |  |                                      | — |               |  |              | — |                |  |   |    |    |  |   | 689     |    |  |   | — |    |  |   | — |    |  |   | 689     |    |
| Issuance of commonstock:                                                                         |  |                                |       |                     |  |                            |    |              |  |                                      |    |               |  |              |    |                |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Secondary offering, net of offeringcosts of $10.7 million                                        |  |                                | 6,325,000  |                     |  |                            | 63      |              |  |                                      | 183,405 |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 183,468 |    |
| Private offering – Sprint InvestorsAgreement                                               |  |                                | 9,803,922  |                     |  |                            | 98      |              |  |                                      | 249,902 |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 250,000 |    |
| Warrantsexercised                                                                                |  |                                | 16,618     |                     |  |                            | — |              |  |                                      | 142     |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 142     |    |
| Optionsexercised                                                                                 |  |                                | 1,149,381  |                     |  |                            | 12      |              |  |                                      | 2,867   |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 2,879   |    |
| Shares issued todirectors                                                                        |  |                                | 20,000     |                     |  |                            | — |              |  |                                      | 654     |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 654     |    |
| Restricted sharesforfeited                                                                       |  |                                | (9,469     | )                   |  |                            | — |              |  |                                      | (246    | )             |  |              | 198     |                |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   | (48     | )  |
| Ordinary dividends declared and paid ($0.40 pershare)                                            |  |                                | —    |                     |  |                            | — |              |  |                                      | (17,367 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | (3,894  | )  |  |   | — |    |  |   | (21,261 | )  |
| Ordinary dividends declared andpaid ($0.45 per share)                                            |  |                                | —    |                     |  |                            | — |              |  |                                      | (30,810 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (30,810 | )  |
| Ordinary dividends declared ($0.50 pershare)                                                     |  |                                | —    |                     |  |                            | — |              |  |                                      | (34,305 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (34,305 | )  |
| Equity derivatives – issuance                                                              |  |                                | —    |                     |  |                            | — |              |  |                                      | (24,314 | )             |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | 24,314  |    |  |   | — |    |
| Equity derivatives – fulfillmentor expiration                                              |  |                                | —    |                     |  |                            | — |              |  |                                      | 24,314  |               |  |              | — |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | (24,314 | )  |  |   | — |    |
| Vesting of deferredstock-based compensation                                                      |  |                                | —    |                     |  |                            | — |              |  |                                      | — |               |  |              | 955     |                |  |   |    |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 955     |    |
| **Balance at September 30, 2005(unaudited)**                                                     |  |                                | 68,610,221 |                     |  | $                               | 686     |              |  | $                                         | 511,246 |               |  | $                 | (1,948  | )              |  |   |    |    |  | $      | 12,254  |    |  | $      | (24,863 | )  |  | $      | — |    |  | $      | 497,375 |    |
|                                                                                                  |

The accompanyingNotes to Unaudited Condensed Consolidated Financial Statements are anintegral part of these condensed financialstatements.

5

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

|                                                                                                   |  |                                |            |            |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------|--|--------------------------------|------------|------------|--|--------|----------|---------|--|--|
|                                                                                              |  | NineMonths Ended September 30, |
|                                                                                              |  | 2005                           |            | 2004       |
|                                                                                              |  |                           |            | (restated) |
| **Cash flows from operatingactivities:**                                                          |  |                           |       |       |  |   |     |    |
| Net income (loss)                                                                                 |  | $                              | (20,969    | )     |  | $      | 2,734    |    |
| Adjustments toreconcile net income (loss) to net cash provided by operatingactivities:            |  |                           |       |       |  |   |     |    |
| Depreciation, amortization andaccretion                                                           |  |                           | 87,665     |       |  |   | 38,485   |    |
| Amortization of deferred debt issuance and hedgingcosts                                           |  |                           | 6,311      |       |  |   | 4,095    |    |
| Loss onearly extinguishment of debt                                                               |  |                           | 461        |       |  |   | 8,449    |    |
| Non-cash stock-based compensationexpense                                                          |  |                           | 1,560      |       |  |   | 3,440    |    |
| Gain onderivative instruments                                                                     |  |                           | (2,024     | )     |  |   | —  |    |
| Other non-cash adjustments                                                                        |  |                           | 146        |       |  |   | 1,604    |    |
| Increase in assets, net of effectsfrom acquisitions                                               |  |                           | (14,814    | )     |  |   | (3,910   | )  |
| Increase in liabilities, net of effects fromacquisitions                                          |  |                           | 27,007     |       |  |   | 4,614    |    |
| Net cash provided by operatingactivities                                                          |  |                           | 85,343     |       |  |   | 59,511   |    |
| **Cash flows from investingactivities:**                                                          |  |                           |       |       |  |   |     |    |
| Payments made in connectionwith acquisitions of communicationssites                               |  |                           | (1,381,596 | )     |  |   | (95,196  | )  |
| Capitalexpenditures                                                                               |  |                           | (12,274    | )     |  |   | (7,433   | )  |
| Proceeds from the sale of fixedassets                                                             |  |                           | 2,286      |       |  |   | 1,015    |    |
| Fundsprovided by (invested in) restricted cash                                                    |  |                           | 54,252     |       |  |   | (23,734  | )  |
| Other                                                                                             |  |                           | —    |       |  |   | (20      | )  |
| Net cash used in investingactivities                                                              |  |                           | (1,337,332 | )     |  |   | (125,368 | )  |
| **Cash flows from financingactivities:**                                                          |  |                           |       |       |  |   |     |    |
| Borrowings under mortgageloans                                                                    |  |                           | —    |       |  |   | 418,000  |    |
| Borrowings under notes payable and long-termdebt                                                  |  |                           | 1,047,842  |       |  |   | 5,331    |    |
| Paymentof long-term debt and mortgageloans                                                        |  |                           | (100,068   | )     |  |   | (273,831 | )  |
| Payment of debt issuancecosts                                                                     |  |                           | (6,792     | )     |  |   | (14,623  | )  |
| Payment made to terminate interest rateswaps                                                      |  |                           | —    |       |  |   | (6,175   | )  |
| Special distribution paid                                                                         |  |                           | —    |       |  |   | (142,188 | )  |
| Ordinary dividendspaid                                                                            |  |                           | (72,561    | )     |  |   | (39,863  | )  |
| Proceeds from the issuance of common stock, net ofoffering costs                                  |  |                           | 436,489    |       |  |   | 142,128  |    |
| Net cash provided by financingactivities                                                          |  |                           | 1,304,910  |       |  |   | 88,779   |    |
| Effect of exchange rate changes oncash                                                            |  |                           | 968        |       |  |   | (767     | )  |
| Net increase in cash and cash equivalents                                                         |  |                           | 53,889     |       |  |   | 22,155   |    |
| Cash and cash equivalents, beginning ofperiod                                                     |  |                           | 5,991      |       |  |   | 9,661    |    |
| Cash and cash equivalents, end ofperiod                                                           |  | $                              | 59,880     |       |  | $      | 31,816   |    |
| **Non-cash investing andfinancing transactions:**                                                 |  |                           |       |       |  |   |     |    |
| Assets acquiredunder a capital lease obligation                                                   |  | $                              | 243        |       |  | $      | 1,194    |    |
| Increase (decrease) in the fairvalue of interest rate swaps recorded to other comprehensiveincome |  | $                              | 13,260     |       |  | $      | (2,458   | )  |
| Shares issued todirectors                                                                         |  | $                              | 654        |       |  | $      | 360      |    |
|                                                                                                   |

The accompanying Notesto Unaudited Condensed Consolidated Financial Statements are anintegral part of these condensed financialstatements.

6

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|          |                   |
|----------|-------------------|
| 1.  | Natureof Business |

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, paging, mobile radio, wireless datatransmission, and radio and television broadcasting, and to operatorsof private networks such as federal, state and local governmentagencies. For the three and nine months ended September 30, 2005,Sprint Corporation comprised 36.7% and 28.4%,respectively, of our revenues and Cingular Wireless comprised14.2% and 14.1%, respectively, of ourrevenues.

|          |                       |
|----------|-----------------------|
| 2.  | Basis of Presentation |

As used herein, as of September 30, 2005 and December 31, 2004,unless the context otherwise requires, "we,""us," "our,""Company," or "GlobalSignal" refers to Global Signal Inc. and its wholly ownedconsolidated subsidiaries, including, without limitation, PinnacleTowers LLC, Pinnacle Towers Canada, Inc., Pinnacle Towers AcquisitionsHoldings LLC, Global Signal Services LLC, Global Signal AcquisitionLLC, Global Signal Acquisition II LLC and Pinnacle Towers Limited. Allsignificant intercompany balances and transactions have beeneliminated. "Fortress" refers to FortressInvestment Holdings LLC and certain of its affiliates,"Greenhill" refers to Greenhill CapitalPartners, L.P. and affiliated investment funds, and"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 power to manage and conduct thebusiness of Global Signal OP. Global Signal Inc. holds 99% ofthe partnership interests and Global Signal GP LLC holds 1% ofthe partnership interests in Global Signal OP. The partnershipagreement of Global Signal OP provides that it shall distribute cashflows 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, be used to make dividend distributions to ourstockholders. We believe that the UPREIT structure may provideflexibility by enabling us to execute certain acquisitions moreeffectively by giving tax advantages to sellers who accept partnershipunits in the UPREIT as payment.

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

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

Use of Estimates

The preparation of financialstatements in conformity with generally accepted accounting principlesin the United States requires management to make estimates andassumptions that affect the amounts 

7

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reported in the unaudited condensedconsolidated financial statements and accompanying notes. Actualresults may differ from those estimates and such differences could bematerial.

Stock-Based Compensation

As permitted byStatement of Financial Accounting Standard (SFAS) No. 123,Accounting for Stock-Based Compensation, we account for ourstock option grants to employees and directors using the intrinsicvalue method under Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees, and adopted thedisclosure-only provisions of SFAS No. 123 and SFAS No. 148,Accounting for Stock-Based Compensation – Transition andDisclosure – an amendment of SFAS Statement No. 123. UnderAPB No. 25, no compensation costs are recognized relating to the optiongrants to employees if the exercise price of the options awarded wasequal to or greater than the fair value of our common stock on thedates of grant. During the three and nine months ended September 30,2005, we recognized $0.3 million and $1.6 million of compensationexpense related to stock options previously granted with an exerciseprice below the then-current market value and to restricted stockgrants to employees and directors. The unamortized portion of therelated compensation expense is recorded as deferred stock-basedcompensation, a contra account within stockholders' equity. Weuse the accelerated method to recognize compensation expense of ourequity-based awards with graded vesting.

We follow SFAS No. 123and Emerging Issues Task Force (EITF) Issue No.9618, Accounting for Equity Investmentsthat are Issued to Other than Employees for Acquiring or in Conjunctionwith Selling Goods and Services, for our stock option grants toother individuals. As such, we measure compensation expense at the dateof grant and recognize the expense ratably over the service period.Prior to vesting or termination, we recognize expense using the fairvalue of the option at the end of the reporting period. Additionalexpense due to increases in the value of the options prior to thevesting date would be recognized in the period of the option valueincrease.

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

|                                                                                                                                                             |  |                                 |         |             |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                                                                                                                                        |  | ThreeMonths Ended September 30, |
|                                                                                                                                                        |  | 2005                            |         | 2004        |
|                                                                                                                                                        |  | (unaudited)                     |         | (unaudited) |
|                                                                                                                                                        |  |                            |         | (restated)  |
| Netincome (loss) attributable to commonstockholders:                                                                                                        |  |                            |    |        |  |   |   |    |
| Net income (loss) asreported                                                                                                                                |  | $                               | (15,441 | )      |  | $      | 5,301  |    |
| Add: Stock-based compensation costs included inreported net income (loss), net of $0 related tax effect for allperiods                                      |  |                            | 270     |        |  |   | 228    |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of $0 related tax effect for allperiods. |  |                            | (610    | )      |  |   | (1,500 | )  |
| Proforma net income (loss)                                                                                                                                  |  | $                               | (15,781 | )      |  | $      | 4,029  |    |
| Basic income(loss) per share attributable to commonstockholders:                                                                                            |  |                            |    |        |  |   |   |    |
| Net income(loss) per share as reported                                                                                                                      |  | $                               | (0.23   | )      |  | $      | 0.10   |    |
| Pro forma net income (loss)per share                                                                                                                        |  | $                               | (0.23   | )      |  | $      | 0.08   |    |
| Diluted income (loss) per shareattributable to common stockholders:                                                                                         |  |                            |    |        |  |   |   |    |
| Netincome (loss) per share as reported                                                                                                                      |  | $                               | (0.23   | )      |  | $      | 0.10   |    |
| Pro forma net income (loss)per share                                                                                                                        |  | $                               | (0.23   | )      |  | $      | 0.08   |    |
|                                                                                                                                                             |

8

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|                                                                                                                                                             |  |                                |         |             |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                                                                                                                                        |  | NineMonths Ended September 30, |
|                                                                                                                                                        |  | 2005                           |         | 2004        |
|                                                                                                                                                        |  | (unaudited)                    |         | (unaudited) |
|                                                                                                                                                        |  |                           |         | (restated)  |
| Netincome (loss) attributable to commonstockholders:                                                                                                        |  |                           |    |        |  |   |   |    |
| Net income (loss) asreported                                                                                                                                |  | $                              | (20,969 | )      |  | $      | 2,734  |    |
| Add: Stock-basedcompensation costs included inreported net loss, net of $0 relatedtax effect for all periods                                                |  |                           | 1,560   |        |  |   | 476    |    |
| Deduct: Total stock-based employee compensation expensedetermined under fair value based method for all awards, net of $0related tax effect for allperiods. |  |                           | (2,578  | )      |  |   | (3,420 | )  |
| Proforma net income (loss)                                                                                                                                  |  | $                              | (21,987 | )      |  | $      | (210   | )  |
| Basic income(loss) per share attributable to commonstockholders:                                                                                            |  |                           |    |        |  |   |   |    |
| Net income (loss) per share asreported                                                                                                                      |  | $                              | (0.35   | )      |  | $      | 0.06   |    |
| Pro forma net income (loss) pershare                                                                                                                        |  | $                              | (0.37   | )      |  | $      | (0.00  | )  |
| Diluted loss per share attributableto common stockholders:                                                                                                  |  |                           |    |        |  |   |   |    |
| Net income (loss) pershare as reported                                                                                                                      |  | $                              | (0.35   | )      |  | $      | 0.06   |    |
| Pro forma net income (loss) pershare                                                                                                                        |  | $                              | (0.37   | )      |  | $      | (0.00  | )  |
|                                                                                                                                                             |

Derivative Financial Instruments Indexedto, and Settled in our Stock

For derivative financialinstruments indexed to, and  settled in our stock, we follow theaccounting as specified in EITF Issue No. 00-19"Derivative Financial Instruments Indexed to, andPotentially Settled in, a Company's Own Stock".Under this  pronouncement, for  instruments that meetcertain criteria, the instrument is valued at fair value on the day itis created and is not marked to market in subsequent periods. Theinstrument is recorded in the stockholders' equity section of thebalance sheet under the caption "EquityDerivatives". The Investor Agreement and Option Agreement,entered into as part of the transaction with Sprint Corporationdescribed below, created instruments that qualified for this accountingtreatment as proscribed under EITF Issue No. 00-19 (See Note 8 –Stockholders' Equity). Since the forward contracts under theInvestment Agreement (discussed below) were either fulfilled orexpired, the $24.3 million attributable to these equity derivatives atMarch 31, 2005, were reclassified to additional paid-in capital.

New Accounting Pronouncements

In December 2004, the FASBissued SFAS No. 123(R) Share-Based Payment, which is a revisionto SFAS No. 123, Accounting for Stock-Based Compensation.Generally, the approach in the new pronouncement is similar to theapproach described in SFAS No. 123. However, SFAS No. 123(R) requiresall share-based payments to employees, including grants of employeestock options, to be recognized in the income statement based on theirfair values at the date of grant, beginning with the first interim orannual reporting period of the first fiscal year beginning on or afterJune 15, 2005. The pronouncement is effective for us as of January 1,2006. As of the required effective date, we will apply this Statementusing the modified prospective method. Under that transition method,compensation costs for the portion of awards for which the requisiteservice has not yet been rendered, and that are outstanding as of therequired effective date, shall be recognized as the service is renderedbased on the grant date fair value of those awards calculated underSFAS No. 123. In the statement of operations, the effect of the newstandard on our statement of operations for previously issued optionsand restricted stock will be immaterial. The effect of this standard onoptions and restricted stock that may be granted in the future is notknown at this time.

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 

9

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to perform an asset retirement activity inwhich the timing and (or) method of settlement are conditional on afuture event that may or may not be within the control of the entity.The obligation is unconditional even though uncertainty exists aboutthe timing and (or) method of settlement. This interpretation iseffective for us as of January 1, 2006. Our asset retirementobligations are within our control as to timing and method as theyrelate to the removal of our communications towers from leased land;therefore this interpretation will not impact our financialstatements.

In October 2005, the FASB issued FASB Staff Position13-1 Accounting for Rental Costs Incurred during a ConstructionPeriod. This staff position concludes that rental costs associatedwith ground or building operating leases that are incurred during aconstruction period should be recognized as rental expense. Thisinterpretation is effective for us as of January 1, 2006. We accountfor such rental costs in the manner proscribed by the staff position,so this staff position will not impact our financial statements.

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

SprintTransaction

On May 26, 2005, we, Sprint Corporation("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. In May 2005, we allocated the upfront rentalpayment of approximately $1.2 billion along with transaction fees andcosts to the leased and operated assets (primarily towers andidentifiable intangible assets) based on their estimated fair marketvalue similar to an acquisition of tower assets. In September 2005,these preliminary allocations were adjusted to our third-partyappraisal firm's valuation. The impact of this appraisalincreased depreciation and amortization expense by $1.6 million in thethird quarter of 2005. The transaction was funded with proceeds fromthe 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 over 100additional employees which has added significant costs. We will alsoincur a substantial amount of non-recurring integration costs withrespect to the Sprint Transaction which will be expensed in 2005 asincurred. We incurred $5.4 million of integration costs related to theSprint Transaction during the nine months ended September 30, 2005.

Sprint Master Lease

Upon the closing of the SprintTransaction, Sprint TowerCo entered into a Master Lease and Subleasewith a wholly owned special purpose entity (the"Lessee") created by us (the"Master Lease"). 

10

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The term of the Master Lease will expire in2037 and there are no contractual renewal options. Except for theUpfront Rental Payment, the Lessee will not be required to make anyfurther payments to Sprint TowerCo for the right to lease or operatethe Sprint Towers during the term of the Master Lease. The SprintContributors currently lease the ground under substantially all of theSprint Towers from third parties and the Lessee has assumed all of theSprint Contributors' post closing obligations that arise underthe Sprint Towers ground leases. Additionally, the Lessee is requiredto pay all costs of operating the Sprint Towers as well as an agreedupon amount for real and personal property taxes attributable to theSprint Towers. During the period commencing one year prior to theexpiration 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 CollocationAgreement") at approximately 6,350 of the Sprint Towersfor an initial monthly collocation charge of $1,400 per Sprint Tower(the "Sprint Collocation Charge") for aninitial period of ten years. The Sprint Collocation Charge is scheduledto increase each year, beginning January 2006, at a rate equal to thelesser of (i) 3% or (ii) the sum of 2% plus the increasein the Consumer Price Index during the prior year. After ten years,Sprint may terminate the Sprint Collocation Agreement at any or allSprint Towers; provided, however, that if Sprint does not exercise itstermination right prior to the end of nine years at a Sprint Tower(effective as of the end of the tenth year), the Sprint CollocationAgreement at that Sprint Tower will continue for a further five-yearperiod. Sprint may, subsequent to the ten-year initial term, terminatethe Sprint Collocation Agreement as to any or all Sprint Towers uponthe 15th, 20th, 25th, or 30th anniversary of the commencement of theMaster Lease.

Subject to arbitration and cure rights of theLessee's lender, in the event of an uncured default under aground lease, Sprint TowerCo may terminate the Master Lease as to theapplicable ground lease site. In the event of an uncured default withrespect to more than 20% of the Sprint Towers during any rollingfive-year period, and subject to certain other conditions, SprintTowerCo may terminate the entire Master Lease.

Global SignalInc. guarantees the full and timely payment, performance and observanceof all of the Lessee's terms, provisions, covenants andobligations under the Master Lease up to a maximum aggregate amount of$200 million.

Other Acquisitions

On April 29, 2005, weclosed on an agreement to purchase 172 wireless communications sitesfor $32.1 million, including estimated fees and expenses, from ForeSiteLLC. The towers are located in Alabama, Georgia, Mississippi,Louisiana, Florida, Tennessee, and South Carolina. Revenues on thesetowers are derived 80% from wireless telephony tenants and18% from public utility tenants. This transaction was fundedfrom our site acquisition reserve account and from borrowings under theacquisition credit facility (see Note 6 – Debt).

On March21, 2005, we entered into an agreement to purchase 169 wirelesscommunications sites for approximately $54.0 million, includingestimated fees and expenses, from Triton PCS Holdings, Inc. On June 30,2005, we closed on 157 of the 169 total sites contracted, for $50.4million, and on July 28, 2005, we closed on another three sites for$1.4 million. The remaining nine sites located in Puerto Rico and NorthCarolina are expected to close during the fourth quarter of 2005 forapproximately $2.2 million. These transactions were funded from anescrow deposit and borrowings under the acquisition credit facility(see Note 6 – Debt). The towers are primarily located in theCharlotte, Raleigh and Greensboro markets of North Carolina, withadditional sites located in other regions of North Carolina and inSouth Carolina, Georgia and Puerto Rico. Substantially all of therevenues on these towers are derived from wireless telephony tenants.As part of the transaction, Global Signal and Triton entered into a10-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 

11

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an additional 70 existing towers owned byTriton, together with an option to acquire all new towers constructedby Triton during a one-year period after closing.

We alsoacquired 179 other communications sites in unrelated transactionsduring the nine months ended September 30, 2005 for $78.3 million,including fees and expenses, which were primarily funded from our siteacquisition reserve established from our December 2004 mortgage loanand by borrowings under the acquisition credit facility (see Note 6– Debt). These towers are located primarily in the eastern,midwestern and southeastern United States and generate substantiallyall of their revenues from wireless telephony tenants or investmentgrade tenants. During the nine months ended September 30, 2005, we alsoacquired 55 parcels of land in fee simple or under long-term easements,which we had previously leased from the sellers thereof, for a totalpurchase price of $6.6 million, including fees andexpenses.

|          |                         |
|----------|-------------------------|
| 5.  | Discontinued Operations |

As a part of our ongoing operational reviews, we make decisions todivest ourselves of under-performing towers or other communicationssites, including 104 and 146 tower sites in the three and nine monthsended September 30, 2005, respectively, and 21 and 80 tower sites forthe three and nine months ended September 30, 2004, respectively. AtSeptember 30, 2005, we had 184 tower sites that were classified as heldfor disposal by sale. During the three and nine months ended September30, 2005, we recognized $0.4 million and $1.6 million respectively, inimpairment charges on our under-performing sites. We recognized noimpairment charges during the three and nine months ended September 30,2004.

In accordance with SFAS No. 144, Accounting for theImpairment or Disposal of Long-Lived Assets, we classified theoperating results of these assets as discontinued operations in theaccompanying consolidated financial statements and all prior periodshave been reclassified to conform to the current quarter'spresentation with respect to these assets.

Results of operationsfor these discontinued assets for the three months ended September 30,2005 and 2004 are as follows (inthousands):

|                                                                |  |                                |      |             |  |        |         |         |  |  |
|----------------------------------------------------------------|--|--------------------------------|------|-------------|--|--------|---------|---------|--|--|
|                                                           |  | ThreeMonths Ended September30, |
|                                                           |  | 2005                           |      | 2004        |
|                                                           |  | (unaudited)                    |      | (unaudited) |
|                                                           |  |                           |      | (restated)  |
| Revenues                                                       |  | $                              | 444  |        |  | $      | 971     |    |
| Directoperatingexpenses                                        |  |                           | 37   |        |  |   | 1,099   |    |
| Resultsof operations                                           |  |                           | 407  |        |  |   | (128    | )  |
| Gain (loss)on impairment ofassets                              |  |                           | (410 | )      |  |   | — |    |
| Gain (loss)recognized upon sale of assets of discontinuedsites |  |                           | (38  | )      |  |   | 318     |    |
| Income(loss) from discontinuedoperations                       |  | $                              | (41  | )      |  | $      | 190     |    |
|                                                                |

12

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Results of operations for thesediscontinued assets for the nine months ended September 30, 2005 and2004 are as follows (in thousands):

|                                                                |  |                               |        |             |  |        |         |        |  |  |
|----------------------------------------------------------------|--|-------------------------------|--------|-------------|--|--------|---------|--------|--|--|
|                                                           |  | NineMonths Ended September30, |
|                                                           |  | 2005                          |        | 2004        |
|                                                           |  | (unaudited)                   |        | (unaudited) |
|                                                           |  |                          |        | (restated)  |
| Revenues                                                       |  | $                             | 1,604  |        |  | $      | 3,458   |   |
| Directoperatingexpenses                                        |  |                          | 1,684  |        |  |   | 3,270   |   |
| Resultsof operations                                           |  |                          | (80    | )      |  |   | 188     |   |
| Gain (loss)on impairment ofassets                              |  |                          | (1,558 | )      |  |   | — |   |
| Gain (loss)recognized upon sale of assets of discontinuedsites |  |                          | 1,303  |        |  |   | 155     |   |
| Income(loss) from discontinuedoperations                       |  | $                             | (335   | )      |  | $      | 343     |   |
|                                                                |

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

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

Ouroutstanding debt as of September 30, 2005 and December 31, 2004consists of the following (inthousands):

|                                                                                                                                                                                                                                                                                                                                                                                             |  |                   |         |                  |  |        |         |        |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|---------|------------------|--|--------|---------|--------|--|--|
|                                                                                                                                                                                                                                                                                                                                                                                        |  | September30, 2005 |         | December 31,2004 |
|                                                                                                                                                                                                                                                                                                                                                                                        |  | (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 |  | $                 | 406,087 |             |  | $      | 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% (5.2% atSeptember 30, 2005), secured by Global Signal's ownershipinterests in Global Signal Acquisitions LLC("GSA"), and its leasehold and subleaseholdinterests in the Sprint Towers, and an assignment of leases and rent.Interest installments due monthly and a contractual maturity date ofMay 25, 2006, before extensionoptions       |  |              | 850,000 |             |  |   | — |   |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |              |    |             |  |   |    |   |
| $200.0million acquisition credit facility, interest at variable rates(5.9% at September 30, 2005), secured by the acquired towerassets of GSA, through a pledge of Global Signal OP's equityinterest in GSA. Interest installments due monthly and a contractualmaturity date of April 24,2006                                                                                              |  |              | 104,010 |             |  |   | — |   |
|                                                                                                                                                                                                                                                                                                                                                                                        |  |              |    |             |  |   |    |   |
|                                                                                                                                                                                                                                                                                                                                                                                             |

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|                                                                                                                                                                                                                        |  |                   |           |                  |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                                                   |  | September30, 2005 |           | December 31,2004 |
|                                                                                                                                                                                                                   |  | (unaudited)       |           |             |
| $15.0 million Revolving CreditAgreement, interest at a variable rate of LIBOR plus 3.0% or thelender's base rate plus 2.0%, secured by a pledge ofGlobal 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 April 2004 and continuing throughFebruary2008  |  |              | 1,015     |             |  |   | 1,186   |    |
|                                                                                                                                                                                                                   |  |              | 1,654,937 |             |  |   | 706,920 |    |
| Less:Notes payable and current portion of long-termdebt                                                                                                                                                                |  |              | (962,750  | )           |  |   | (8,268  | )  |
|                                                                                                                                                                                                                   |  | $                 | 692,187   |             |  | $      | 698,652 |    |
|                                                                                                                                                                                                                        |

Thefollowing table shows the maturities of long-term debt for the fourtwelve month periods after September 30, 2005 (inthousands):

|                                         |  |        |           |        |  |  |
|-----------------------------------------|--|--------|-----------|--------|--|--|
| Forthe twelve months ended September30, |  |   |      |   |
| 2006                                    |  | $      | 962,750   |   |
| 2007                                    |  |   | 9,079     |   |
| 2008                                    |  |   | 9,286     |   |
| 2009                                    |  |   | 673,822   |   |
|                                    |  | $      | 1,654,937 |   |
|                                         |

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 September 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 schedule through January 2009 (the"Anticipated Repayment Date"). If theFebruary 2004 mortgage loan is not repaid in its entirety by theAnticipated Repayment Date, the interest rate on the February 2004mortgage loan increases by the greater of 5.0% or a U.S.Treasury-based index, and substantially all of the borrower'sexcess cash flows from operations are utilized to repay outstandingamounts due under the February 2004 mortgage loan.

On a monthlybasis, the excess cash flows from the securitized entities, after thepayment of principal, interest, reserves and expenses, are distributedto us. The February 2004 mortgage loan requires us to maintain aminimum debt service coverage ratio ("DSCR")defined as the preceding 12 months of net 

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cash flow, as defined in the February 2004mortgage loan, divided by the amount of principal and interest paymentsrequired under the February 2004 mortgage loan in the next 12 months,of 1.45 times. Net cash flow, as defined in the February 2004 mortgageloan, with respect to Pinnacle Towers LLC and its 13 direct andindirect subsidiaries, is approximately equal to gross margin minuscapital expenditures made for the purpose of maintaining our sites,minus 10% of revenue. If the DSCR falls below 1.45 times, theexcess cash flows from the securitized entities are escrowed until theDSCR exceeds 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.

The December 2004 Mortgage Loan

On December 7,2004, our subsidiary, Pinnacle Towers Acquisition Holdings LLC and fiveof its direct and indirect subsidiaries issued a $293.8 millionmortgage loan to a newly formed trust, Global Signal Trust II("December 2004 mortgage loan"). The GlobalSignal Trust II (the "Trust II") then issuedan identical amount of commercial mortgage pass-through certificates ina private transaction. We have continued to consolidate oursubsidiaries, but have not consolidated the Trust II in our financialstatements. The net proceeds of the December 2004 mortgage loan wereused primarily to repay the $181.7 million of then-outstandingborrowings under our credit facility and to partially fund a $120.7million site acquisition reserve account to be used to acquireadditional qualifying wireless communications sites over the six-monthperiod following the December 2004 closing. Under our December 2004mortgage loan, we are required to prepay the loan plus applicableprepayment penalties with funds in our acquisition reserve account tothe extent such funds are not used to acquire additional qualifyingwireless communications sites during the six-month period following theclosing of the loan. The acquisition reserve account was fully investedas of April 2005.

The principal amount of the December 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 September 30, 2005, the weighted average interest rateon the various tranches was approximately 4.7%. The December2004 mortgage loan requires monthly payments of interest until itsmaturity 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 

15

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the DSCR exceeds 1.30 times for twoconsecutive calendar quarters. If the DSCR falls below 1.15 times as ofthe end of any calendar quarter, then all funds on deposit in thereserve account along with future excess cash flows will be applied toprepay the December 2004 mortgage loan.

We may not prepay theDecember 2004 mortgage loan in whole or in part at any time prior toDecember 7, 2006, the second anniversary of the closing date, except inlimited circumstances (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.

Sprint Bridge Financing

At the closing of the Sprint Transaction, we executed the $850.0million bridge loan financing with Morgan Stanley Asset Funding Inc.and Bank of America, N.A. The borrower is a newly created entity,Global Signal Acquisitions II LLC, under our indirect control, whichowns 100% of our interest in the Sprint Towers. The loan issecured by, among other things, the ownership interests in theborrower, the borrower's leasehold and subleasehold interests(including purchase options) in the Sprint Towers, and an assignment ofleases and rents. The loan has an initial term of 12 months, and,subject to compliance with certain conditions, two six-month extensionsat our option. During the first 12 months of the loan, the loan willbear interest at 30-day LIBOR plus 1.50%. The interest rate isexpected to increase by 0.25% upon the first extension and0.75% upon the second, if such extension options are exercised.The loan required an origination fee of 0.375% of the $850.0million loan amount and an extension fee in connection with eachextension option of 0.25% of the loan amount. In addition, weare required under the facility to pay an exit fee under certaincircumstances. The loan contains customary events of default includingbankruptcy of the borrower or the Company, change of control or crossdefault to other indebtedness 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 September 30, 2005, there was nobalance outstanding under the revolving credit facility portion of theRevolving Credit Agreement. We are in discussions with the lender toextend the maturity date of the revolving credit facility by 364days.

Interest on the $15.0 million revolving credit facility ispayable, at Global Signal OP's option, at either the LIBOR plus3.0% or the bank's base rate plus 2.0%. Interest ispayable at the end of the interest period or at the time of principalrepayments. Principal on the revolving credit facility may be paid, inwhole or in part, at any time and must be repaid by the loan maturitydate, December 2, 2005. Interest on the term loans under the RevolvingCredit Agreement was payable at our option at either LIBOR plus1.75% or the bank's base rate plus 0.75%.

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As discussed above, in connection withthe Sprint Transaction, we repaid and terminated the $50.0 million and$25.0 million term loans. As a result, we recognized a loss on earlyextinguishment of debt of $0.5 million for the unamortized deferreddebt issuance costs associated with the term loans, in the secondquarter of 2005.

The revolving credit facility, through theRevolving Credit Agreement and the related ancillary documentation,contains covenants and restrictions customary for a facility of thistype including a limitation on our consolidated indebtedness atapproximately $1.8 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.

Acquisition CreditFacility

On April 25, 2005, our wholly owned subsidiary, GlobalSignal Acquisitions LLC, or Global Signal Acquisitions, entered into a364-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 September 30, 2005, theprincipal balance outstanding under the acquisition credit facility was$104.0 million.

Borrowings under the acquisition credit facilitywill bear 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%. As of September 30, 2005, the loan balanceexceeded 68% of the aggregate acquisition price of towers owned,leased or managed by Global Signal Acquisitions.

In connectionwith the closing of the acquisition credit facility, we paid anorigination fee of 0.375% of the $200.0 million commitment andagreed to pay to Morgan Stanley Asset Funding Inc. and Bank of America,N.A. an exit fee of 0.375% of the principal amount of the loansunder the acquisition credit facility in connection with anyrefinancing of such borrowings. In addition, to the extent theprincipal amount of borrowings related to an acquisition of towers tobe owned, leased or managed exceeds 68% of the acquisition pricethereof, we are required to pay an additional origination fee to MorganStanley Asset Funding Inc. and Bank of America, N.A. in an amount equalto 0.125% 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 Swap Agreements |

2005 Interest Rate Swaps

On January 11, 2005, inanticipation of the issuance of interim bridge financing and later athird mortgage loan to finance the acquisition of additional wirelesscommunications sites we expected to 

17

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acquire during 2005, we entered into sixforward-starting interest rate swaps agreements with Morgan Stanley ascounterparty to hedge the variability of future interest rates on ouranticipated mortgage financing. Under the interest rate swaps, weagreed to pay the counterparty a weighted average fixed interest rateof 4.403% on a total notional amount of $300.0 million beginningon various dates between July 29, 2005 and November 30, 2005 andcontinuing through September 2010 with a mandatory termination date ofJanuary 31, 2006 in exchange for receiving floating payments based onthree-month LIBOR on the same notional amounts for the same period. OnJuly 15, 2005, we determined that the forecasted transaction underlyingone of the January swaps with a notional value of $50.0 million was nolonger probable as originally forecast and therefore we ceased hedgeaccounting prospectively from July 15, 2005 and recognized subsequentchanges in fair value of the swap in the income statement. On August31, 2005, we determined that the forecasted transaction underlyingthree other $50.0 million notional value swaps were no longer probableas originally forecast, and the forecasted transactions underlyingthese three swaps and the $50.0 million swap discussed above will notoccur within two months of the original forecast. On August 31, 2005,all amounts related to these four swaps previously recorded inaccumulated other comprehensive income (loss) were recognized in theincome statement and subsequent changes in the value of the swaps arebeing recognized in the income statement, resulting in a gain of $2.0million in the third quarter of 2005. The six January 2005 interestrate swaps had a combined fair value of $3.2 million due from thecounterparty at September 30, 2005.

On February 2, 2005 andMarch 21, 2005, in connection with the Sprint Transaction, we enteredinto ten 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. Weincurred the $850.0 million bridge loan at the time of the closing ofthe Sprint Transaction. Under the interest rate swaps, we agreed to paythe counterparty a fixed interest rate of 4.354% on a totalnotional amount of $850.0 million beginning on June 1, 2005 throughDecember 1, 2010, with a mandatory termination date of March 31, 2006,in exchange for receiving floating payments based on one-month LIBOR onthe same notional amount for the same period. The February interestrate swaps had a fair value of $3.7 million due from the counterpartyat September 30, 2005. The March 2005 interest rate swap had a fairmarket value of $1.6 million due to the counterparty at September 30,2005. All of these swaps continued to be effective at September 30,2005 so the change in market value was recorded in accumulated othercomprehensive loss (gain) in the equity section of the balancesheet.

As of September 30, 2005, we have no other forecastedtransactions underlying interest rate swaps.

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, 

18

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during the fourth quarter of 2004**.**The effective interest rate on the mortgage loan, including the cost ofterminating the interest rate swap and the amortization of deferreddebt issuance costs, is approximately 5.0%. For the three andnine months ended September 30, 2005, amortization of $0.1 million and$0.3 million, respectively, was recorded as an offset to interestexpense.

December 2003 Swap

On December 11, 2003, inanticipation of the issuance of the February 2004 mortgage loan, weentered into a forward-starting interest rate swap agreement("December 2003 swap") with Morgan Stanley asthe counterparty to hedge the variability of future interest paymentsunder the anticipated February 2004 mortgage loan. Under the December2003 swap, we agreed to pay Morgan Stanley a fixed rate of3.816% on a notional amount of $400.0 million for five yearsbeginning in March 2004 in exchange for receiving floating paymentsbased on three-month LIBOR on the notional amount for the samefive-year period. The December 2003 swap required us to begin makingmonthly payments to the counterparty equal to the difference between3.816% and the then current three-month LIBOR rate, which was1.15% on December 31, 2003, on the notional amount of $400.0million. The December 2003 swap was terminated in connection with theissuance of the February 2004 mortgage loan on February 5, 2004 at acost of $6.2 million which was recorded as part of other comprehensiveincome and is being amortized as interest expense using the effectiveinterest method over five years, the expected life of the February 2004mortgage loan. The effective interest rate on the mortgage loan,including the cost of terminating the interest rate swap and theamortization of deferred debt issuance costs, is approximately6.0%. For the three months ended September 30, 2005 and 2004,amortization of $0.3 million and $0.4 million, respectively, wasrecorded as interest expense. For the nine months ended September 30,2005 and 2004, amortization of $1.0 million and $0.8 million,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, $17.0 million, that exceeded our retained earnings as ofMarch 31, 2005, represents a return of capital.

On June 22,2005, our board of directors declared a dividend of $0.45 per share ofour common stock for the three months ended June 30, 2005, which waspaid on July 21, 2005 to the stockholders of record as of July 7, 2005.The entire dividend of $30.1 million was a return of capital.

OnSeptember 15, 2005, our board of directors declared a dividend of $0.50per share of our common stock for the three months ended September 30,2005, which was paid on October 12, 2005 to the stockholders of recordas of October 6, 2005. The entire dividend of $34.3 million was areturn of capital.

Equity Derivatives

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

Under the Investment Agreement, the Investors committed to purchase,at the closing of the Sprint Transaction, up to $500.0 million of ourcommon stock, at a price of $25.50 per share. The $500.0 millionaggregate commitment from the Investors was automatically reduced by(1) the amount of net proceeds received by us pursuant to an offeringof our equity securities prior to the closing of the Sprint Transaction(see Note 9 – Common Stock Offering), and (2)  the amountof any borrowings in excess of $750.0 million outstanding prior to theclosing of 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.

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In connection with the InvestmentAgreement, the Investors agreed to issue to us, at the closing of theInvestment Agreement, a one-time option to purchase from the Investorsa number of shares of common stock having a value equal to thedifference between the total consideration paid by the Investors forthe common stock at the closing of the Sprint Transaction and $250.0million. As a result of the $850.0 million bridge loan, we obtained inconnection with the Sprint Transaction and the May 9, 2005 offeringdiscussed below, the Investors' aggregate commitment was reducedto $250.0 million. On May 26, 2005, we sold the Investors $250.0million of our common shares in conjunction with the closing of theSprint Transaction. Since the forward contracts under the InvestmentAgreement were either fulfilled or expired, the $24.3 millionattributable to these equity derivatives at March 31, 2005, werereclassified to additional paid-in capital at June 30,2005.

|          |                        |
|----------|------------------------|
| 9.  | Common Stock Offerings |

OnMay 9, 2005, we sold an additional 6,325,000 shares of our commonstock, inclusive of the underwriters' overallotment option, at anoffering price to the public of $30.70 per share, and generatedproceeds of $183.4 million, net of underwriters' commissions,discounts and estimated offering costs, for us. We used a portion ofthe net proceeds to repay $55.0 million of outstanding borrowings onthe term loans under our Revolving Credit Agreement. In addition, weused approximately $82.0 million to finance a portion of the up-frontrental payment paid in connection with the Sprint Transaction and theremaining $46.4 million is being used for working capital and othergeneral corporate purposes, which may include future acquisitions.

As discussed in Note 4 – Acquisitions and Note 8 –Stockholders' Equity, on May 26, 2005 in conjunction with theclosing of the Sprint Transaction, we sold the Investors 9,803,922shares of common stock at a price of $25.50 per share, or a totalpurchase price of $250.0 million. The proceeds were used to fund inpart the Upfront Rental Payment. The issuance of these securities wasmade pursuant to an exemption from registration provided by Section4(2) of the Securities Act.

During the quarter ended June 30,2005, we filed a Registration Statement on Form S-3 with the Securitiesand Exchange Commission using a "shelf"registration process, under which we may, from time to time, sell anycombination of securities described in the statement, in one or moreofferings up to a total dollar amount of $1.0 billion.

Duringthe quarter ended June 30, 2005, we filed a second RegistrationStatement on Form S-3 with the Securities and Exchange Commission usinga "shelf" registration process, related to27,545,482 shares of common stock previously pledged by our two largestshareholders to their lenders. In the event of the lender'sforeclosure on the shares, we will not receive any proceeds from thesale of the shares by the lender.

20

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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 pershare data):

|                                                                          |  |                                |         |             |  |        |         |        |  |  |
|--------------------------------------------------------------------------|--|--------------------------------|---------|-------------|--|--------|---------|--------|--|--|
|                                                                     |  | ThreeMonths Ended September30, |
|                                                                     |  | 2005                           |         | 2004        |
|                                                                     |  | (unaudited)                    |         | (unaudited) |
|                                                                     |  |                           |         | (restated)  |
| Numerator:                                                               |  |                           |    |        |  |   |    |   |
| Net income(loss)                                                         |  | $                              | (15,441 | )      |  | $      | 5,301   |   |
| Denominator:                                                             |  |                           |    |        |  |   |    |   |
| Denominatorfor basic income per share –                            |  |                           |    |        |  |   |    |   |
| Weightedaverage shares outstanding                                       |  |                           | 68,505  |        |  |   | 50,608  |   |
| Less: Non-vested sharesissued                                            |  |                           | (68     | )      |  |   | — |   |
| Denominator for basic income per share–                            |  |                           | 68,437  |        |  |   | 50,608  |   |
| Effect ofdilutive securities                                             |  |                           | — |        |  |   | 2,624   |   |
| Denominator for diluted income per share– adjusted weightedaverage |  |                           | 68,437  |        |  |   | 53,232  |   |
| Basic income (loss) per commonshare                                      |  |                           |    |        |  |   |    |   |
| Income (loss) from continuingoperations                                  |  | $                              | (0.22   | )      |  | $      | 0.10    |   |
| Income (loss) from discontinuedoperations                                |  |                           | (0.00   | )      |  |   | 0.00    |   |
| Gain(loss) on sale ofproperties                                          |  |                           | (0.01   | )      |  |   | 0.00    |   |
| Net income (loss)                                                        |  | $                              | (0.23   | )      |  | $      | 0.10    |   |
| Diluted income(loss) per common share                                    |  |                           |    |        |  |   |    |   |
| Income (loss) fromcontinuing operations                                  |  | $                              | (0.22   | )      |  | $      | 0.10    |   |
| Income (loss) from discontinuedoperations                                |  |                           | (0.00   | )      |  |   | 0.00    |   |
| Gain(loss) on sale ofproperties                                          |  |                           | (0.01   | )      |  |   | 0.00    |   |
| Net income(loss)                                                         |  | $                              | (0.23   | )      |  | $      | 0.10    |   |
|                                                                          |

Approximately2.1 million common shares issuable pursuant to outstanding stockoptions and warrants have been excluded from the calculation of dilutedearnings per share for the three months ended September 30, 2005, astheir effect is antidilutive.

21

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|                                                                          |  |                               |         |             |  |        |         |        |  |  |
|--------------------------------------------------------------------------|--|-------------------------------|---------|-------------|--|--------|---------|--------|--|--|
|                                                                     |  | NineMonths Ended September30, |
|                                                                     |  | 2005                          |         | 2004        |
|                                                                     |  | (unaudited)                   |         | (unaudited) |
|                                                                     |  |                          |         | (restated)  |
| Numerator:                                                               |  |                          |    |        |  |   |    |   |
| Net income(loss)                                                         |  | $                             | (20,969 | )      |  | $      | 2,734   |   |
| Denominator:                                                             |  |                          |    |        |  |   |    |   |
| Denominatorfor basic income per share –                            |  |                          |    |        |  |   |    |   |
| Weightedaverage shares outstanding                                       |  |                          | 60,209  |        |  |   | 45,395  |   |
| Less: Non-vested sharesissued                                            |  |                          | (68     | )      |  |   | — |   |
| Denominator for basic income per share                                   |  |                          | 60,141  |        |  |   | 45,395  |   |
| Effect of dilutivesecurities                                             |  |                          | — |        |  |   | 2,851   |   |
| Denominator fordiluted income per share – adjusted weightedaverage |  |                          | 60,141  |        |  |   | 48,246  |   |
| Basic income (loss) per commonshare                                      |  |                          |    |        |  |   |    |   |
| Income (loss) from continuingoperations                                  |  | $                             | (0.33   | )      |  | $      | 0.05    |   |
| Income (loss) from discontinuedoperations                                |  |                          | (0.01   | )      |  |   | 0.01    |   |
| Gain(loss) on sale ofproperties                                          |  |                          | (0.01   | )      |  |   | 0.00    |   |
| Net income (loss)                                                        |  | $                             | (0.35   | )      |  | $      | 0.06    |   |
| Diluted income(loss) per common share                                    |  |                          |    |        |  |   |    |   |
| Income (loss) fromcontinuing operations                                  |  | $                             | (0.33   | )      |  | $      | 0.05    |   |
| Income (loss) from discontinuedoperations                                |  |                          | (0.01   | )      |  |   | 0.01    |   |
| Gain(loss) on sale ofproperties                                          |  |                          | (0.01   | )      |  |   | 0.00    |   |
| Net income (loss)                                                        |  | $                             | (0.35   | )      |  | $      | 0.06    |   |
|                                                                          |

Approximately 2.0 millioncommon shares issuable pursuant to outstanding stock options andwarrants have been excluded from the calculation of diluted earningsper share for the nine months ended September 30, 2005, as their effectis antidilutive.

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

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

|                                                |  |                                |         |             |  |        |        |         |  |  |
|------------------------------------------------|--|--------------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                           |  | ThreeMonths Ended September30, |
|                                           |  | 2005                           |         | 2004        |
|                                           |  | (unaudited)                    |         | (unaudited) |
|                                           |  |                           |         | (restated)  |
| Netincome(loss)                                |  | $                              | (15,441 | )      |  | $      | 5,301  |    |
| Increase(decrease) in fair value ofderivatives |  |                           | 25,449  |        |  |   | (5,804 | )  |
| Currencytranslationadjustment                  |  |                           | 43      |        |  |   | 194    |    |
| Comprehensiveincome(loss)                      |  | $                              | 10,051  |        |  | $      | (309   | )  |
|                                                |

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

|                                                |  |                               |         |             |  |        |        |         |  |  |
|------------------------------------------------|--|-------------------------------|---------|-------------|--|--------|--------|---------|--|--|
|                                           |  | NineMonths Ended September30, |
|                                           |  | 2005                          |         | 2004        |
|                                           |  | (unaudited)                   |         | (unaudited) |
|                                           |  |                          |         | (restated)  |
| Netincome(loss)                                |  | $                             | (20,969 | )      |  | $      | 2,734  |    |
| Increase(decrease) in fair value ofderivatives |  |                          | 13,260  |        |  |   | (2,458 | )  |
| Currencytranslationadjustment                  |  |                          | (476    | )      |  |   | 226    |    |
| Comprehensiveincome(loss)                      |  | $                             | (8,185  | )      |  | $      | 502    |    |
|                                                |

Thecomponents of accumulated other comprehensive income (loss) are asfollows at (inthousands):

|                                                   |  |                   |        |                  |  |        |        |         |  |  |
|---------------------------------------------------|--|-------------------|--------|------------------|--|--------|--------|---------|--|--|
|                                              |  | September30, 2005 |        | December 31,2004 |
|                                              |  | (unaudited)       |        |             |
| Derivatives                                       |  | $                 | 10,946 |             |  | $      | (3,004 | )  |
| Cumulativeforeign currency translationadjustments |  |              | 1,308  |             |  |   | 1,785  |    |
| Accumulatedother comprehensive income(loss)       |  | $                 | 12,254 |             |  | $      | (1,219 | )  |
|                                              |  |              |   |             |  |   |   |    |
|                                                   |

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

Purchase Commitments

As of September30, 2005, we had signed master services agreements with Stratos VSAT,Inc. and Hark Tower Systems, Inc. which requires us to purchaseapproximately $6.5 million in satellite data monitoring equipment. Asof September 30, 2005, we had purchased $1.7 million of equipment underthese commitments. As of September 30, 2005, we also had outstandingpurchase agreements to acquire 42 communications sites from varioussellers for a total estimated purchase price of $32.1 million,including estimated fees and expenses, and 66 land parcels for $8.4million, including estimated fees and expenses.

Earn Outs

A number of our asset purchase agreements provide for additionalmonies to be paid to the sellers based on future lease commencementsduring a limited period after the acquisition is completed, generallyone year or less. The aggregate amount of these contingent purchaseprices is not expected to be material for the acquisitions we haveclosed through September 30, 2005. As of September 30, 2005, we had noaccruals for any such additional acquisition payments. The maximumadditional contingent payments on closed acquisitions wereapproximately $1.8 million at September 30, 2005.

LegalMatters

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

|           |                                                      |
|-----------|------------------------------------------------------|
| 13.  | Restatement ofPreviously Issued Financial Statements |

As previously disclosedin our Annual Report on Form 10-K for the year ended December 31, 2004,we have restated the accompanying condensed consolidated statements ofoperations and cash flows for the three and nine months ended September30, 2004. The restatement adjustments reflected in the following tableare as follows:

23

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|              |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correctionof an error in the recognition of additional ground lease and othersubleased sites rent expense on a straight-line basis over the initialterm of the lease plus the future optional renewal periods where thereis reasonable assurance that the lease will be renewed based on ourevaluation at the inception of the lease or our assumption of the leasedue to our acquisition of the related tower asset,and |

|              |                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Correction of an error inthe accounting for the amortization of leasehold improvements(primarily wireless towers) to amortize such improvements over thelesser of the remaining term of the underlying ground lease or theestimated useful life of the leasehold improvement. |

24

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The following table presents the impactof the restatement adjustments on the Company's previouslyreported results for the three months ended September 30, 2004 on acondensed consolidated basis (in thousands except per share data):

|                                                                                                     |  |                                     |         |             |  |             |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------|--|-------------------------------------|---------|-------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                |  | ThreeMonths Ended September 30,2004 |
|                                                                                                |  | PreviouslyReported (1)              |         | Adjustments |  | As Restated |
| **Condensed Statements ofOperations**                                                               |  |                                |    |        |  |        |    |    |  |   |    |    |
| Revenues                                                                                            |  | $                                   | 45,792  |        |  | $           | — |    |  | $      | 45,792  |    |
| Direct site operatingexpenses, excluding impairment losses, depreciation, amortization andaccretion |  |                                | 13,878  |        |  |        | 541     |    |  |   | 14,419  |    |
| Selling, general and administrative expenses, includingnon-cash stock based compensation expense    |  |                                | 5,846   |        |  |        | — |    |  |   | 5,846   |    |
| State franchise, exciseand minimum taxes                                                            |  |                                | 163     |        |  |        | — |    |  |   | 163     |    |
| Depreciation, amortization andaccretion                                                             |  |                                | 13,257  |        |  |        | 468     |    |  |   | 13,725  |    |
|                                                                                                |  |                                | 33,144  |        |  |        | 1,009   |    |  |   | 34,153  |    |
| Operatingincome                                                                                     |  |                                | 12,648  |        |  |        | (1,009  | )  |  |   | 11,639  |    |
| Interest expense, net                                                                               |  |                                | 6,393   |        |  |        | — |    |  |   | 6,393   |    |
| Loss on early extinguishment ofdebt                                                                 |  |                                | — |        |  |        | — |    |  |   | — |    |
| Otherincome                                                                                         |  |                                | (76     | )      |  |        | — |    |  |   | (76     | )  |
| Income from continuing operations beforeincome tax expense                                          |  |                                | 6,331   |        |  |        | (1,009  | )  |  |   | 5,322   |    |
| Income taxexpense                                                                                   |  |                                | (212    | )      |  |        | — |    |  |   | (212    | )  |
| Income from continuingoperations                                                                    |  |                                | 6,119   |        |  |        | (1,009  | )  |  |   | 5,110   |    |
| Income from discontinuedoperations                                                                  |  |                                | 190     |        |  |        | — |    |  |   | 190     |    |
| Income before gain on sale ofproperties                                                             |  |                                | 6,309   |        |  |        | (1,009  | )  |  |   | 5,300   |    |
| Gain on sale of properties                                                                          |  |                                | 1       |        |  |        | — |    |  |   | 1       |    |
| NetIncome                                                                                           |  | $                                   | 6,310   |        |  | $           | (1,009  | )  |  | $      | 5,301   |    |
| Basic earnings (loss) pershare:                                                                     |  |                                |    |        |  |        |    |    |  |   |    |    |
| Income from continuingoperations                                                                    |  | $                                   | 0.12    |        |  | $           | (0.02   | )  |  | $      | 0.10    |    |
| Income from discontinued operations                                                                 |  |                                | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| Gain on sale ofproperties                                                                           |  |                                | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| NetIncome                                                                                           |  | $                                   | 0.12    |        |  | $           | (0.02   | )  |  | $      | 0.10    |    |
| Diluted earnings (loss) pershare:                                                                   |  |                                |    |        |  |        |    |    |  |   |    |    |
| Income from continuingoperations                                                                    |  | $                                   | 0.12    |        |  | $           | (0.02   | )  |  | $      | 0.10    |    |
| Income from discontinued operations                                                                 |  |                                | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| Gain on sale ofproperties                                                                           |  |                                | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| NetIncome                                                                                           |  | $                                   | 0.12    |        |  | $           | (0.02   | )  |  | $      | 0.10    |    |
|                                                                                                |  |                                |    |        |  |        |    |    |  |   |    |    |
| Basicshares                                                                                         |  |                                | 50,608  |        |  |        | — |    |  |   | 50,608  |    |
| Dilutedshares                                                                                       |  |                                | 53,232  |        |  |        | — |    |  |   | 53,232  |    |
|                                                                                                     |

(1) Amounts as previously reported forthe three months ended September 30, 2004 reflect the impact of changesin the site population included in discontinued operations as ofSeptember 30, 2005 compared to September 30, 2004.

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The following table presents the impactof the restatement adjustments on the Company's previouslyreported results for the nine months ended September 30, 2004 on acondensed consolidated basis (in thousands except per share data):

|                                                                                                     |  |                                    |         |             |  |             |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------------|--|------------------------------------|---------|-------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                |  | NineMonths Ended September 30,2004 |
|                                                                                                |  | PreviouslyReported (1)             |         | Adjustments |  | As Restated |
| **Condensed Statements ofOperations**                                                               |  |                               |    |        |  |        |    |    |  |   |    |    |
| Revenues                                                                                            |  | $                                  | 131,488 |        |  |        |    |    |  | $      | 131,488 |    |
| Direct siteoperating expenses, excluding impairment losses, depreciation,amortization and accretion |  |                               | 39,131  |        |  |        | 1,660   |    |  |   | 40,791  |    |
| Selling, general and administrativeexpenses, including non-cash stock based compensationexpense     |  |                               | 21,475  |        |  |        | — |    |  |   | 21,475  |    |
| State franchise, excise and minimum taxes                                                           |  |                               | 500     |        |  |        | — |    |  |   | 500     |    |
| Depreciation, amortizationand accretion                                                             |  |                               | 37,040  |        |  |        | 1,445   |    |  |   | 38,485  |    |
|                                                                                                |  |                               | 98,146  |        |  |        | 3,105   |    |  |   | 101,251 |    |
| Operatingincome                                                                                     |  |                               | 33,342  |        |  |        | (3,105  | )  |  |   | 30,237  |    |
| Interest expense, net                                                                               |  |                               | 19,294  |        |  |        | — |    |  |   | 19,294  |    |
| Loss on early extinguishment ofdebt                                                                 |  |                               | 8,449   |        |  |        | — |    |  |   | 8,449   |    |
| Otherincome                                                                                         |  |                               | (84     | )      |  |        | — |    |  |   | (84     | )  |
| Income from continuing operations beforeincome tax expense                                          |  |                               | 5,683   |        |  |        | (3,105  | )  |  |   | 2,578   |    |
| Income taxexpense                                                                                   |  |                               | (324    | )      |  |        | — |    |  |   | (324    | )  |
| Income from continuingoperations                                                                    |  |                               | 5,359   |        |  |        | (3,105  | )  |  |   | 2,254   |    |
| Income from discontinuedoperations                                                                  |  |                               | 343     |        |  |        | — |    |  |   | 343     |    |
| Income before gain on sale ofproperties                                                             |  |                               | 5,702   |        |  |        | (3,105  | )  |  |   | 2,597   |    |
| Gain on sale ofproperties                                                                           |  |                               | 137     |        |  |        | — |    |  |   | 137     |    |
| Net Income                                                                                          |  | $                                  | 5,839   |        |  | $           | (3,105  | )  |  | $      | 2,734   |    |
| Basic earnings (loss) pershare:                                                                     |  |                               |    |        |  |        |    |    |  |   |    |    |
| Income from continuingoperations                                                                    |  | $                                  | 0.12    |        |  | $           | (0.07   | )  |  | $      | 0.05    |    |
| Income from discontinued operations                                                                 |  |                               | 0.01    |        |  |        | 0.00    |    |  |   | 0.01    |    |
| Gain on sale ofproperties                                                                           |  |                               | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| NetIncome                                                                                           |  | $                                  | 0.13    |        |  | $           | (0.07   | )  |  | $      | 0.06    |    |
| Dilutedearnings (loss) per share:                                                                   |  |                               |    |        |  |        |    |    |  |   |    |    |
| Income fromcontinuing operations                                                                    |  | $                                  | 0.11    |        |  | $           | (0.06   | )  |  | $      | 0.05    |    |
| Income fromdiscontinued operations                                                                  |  |                               | 0.01    |        |  |        | 0.00    |    |  |   | 0.01    |    |
| Gain on sale ofproperties                                                                           |  |                               | 0.00    |        |  |        | 0.00    |    |  |   | 0.00    |    |
| NetIncome                                                                                           |  | $                                  | 0.12    |        |  | $           | (0.06   | )  |  | $      | 0.06    |    |
| Basicshares                                                                                         |  |                               | 45,395  |        |  |        | — |    |  |   | 45,395  |    |
| Dilutedshares                                                                                       |  |                               | 48,246  |        |  |        | — |    |  |   | 48,246  |    |
|                                                                                                     |

(1) Amounts as previously reported forthe nine months ended September 30, 2004 reflect the impact of changesin the site population included in discontinued operations as ofSeptember 30, 2005 compared to September 30,2004.

26

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

SAFE HARBOR STATEMENTUNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain items in this Quarterly Report on Form 10-Q, and otherinformation we provide from time to time may constitute forward-lookingstatements within the meaning of the Private Securities LitigationReform Act of 1995 and are subject to various risks and uncertainties,including, but not necessarily limited to, statements relating to ourability to deploy capital, close accretive acquisitions, closedispositions of under-performing sites, close acquisitions underletters of intent and purchase agreements, anticipate, manage andaddress industry trends and their effect on our business, the rate andtiming of the deployment of new radio communications systems andequipment by governmental customers, whether we successfully addressother future technological changes in the wireless industry, pay orgrow dividends, generate growth organically or through acquisitions,secure financing, and increase revenues, earnings, Adjusted EBITDAand/or Adjusted Funds From Operations, add telephony tenants andstatements relating to the integration of and final costs of the Sprinttransaction (including fees and expenses), the incremental costs ofoperating the Sprint sites, and how the proceeds of future financingswill be used. Forward-looking statements are generally identifiable byuse of forward-looking terminology such as"may," "will,""should,""potential,""intend," "expect,""endeavor," "seek,""anticipate,""estimate,""overestimate,""underestimate,""believe," "could,""would," "project,""predict,""continue" or other similar words orexpressions. Forward-looking statements are based on certainassumptions or estimates, discuss future expectations, describe futureplans and strategies, contain projections of results of operations orof financial condition or state other forward-looking information. Ourability to predict results or the actual effect of future plans orstrategies is inherently uncertain. 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 terms of our leases, integration of new softwaresystems, our ability to compete, competing technologies, equipment andsoftware developments, our ability to modify our towers, our ability toobtain credit facilities or mortgage loans on favorable terms, ourfailure to comply with federal, state and local laws and regulationsand changes in the law, our failure to comply with environmental laws,our ability to conduct our business effectively, secure financing andgenerate revenues, the termination of site management agreements,disasters and other unforeseen events, the demonstrated or perceivednegative health effects from our towers or other tenants equipment onour towers, 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 speak onlyas of the date of this Quarterly Report on Form 10-Q and Global Signalexpressly disclaims any obligation to release publicly any updates orrevisions to 

27

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any forward-looking statements containedherein to reflect any change in the our expectations with regardthereto or any change in events, conditions or circumstances on whichany statement is based.

Executive Overview

GlobalSignal, formerly known as Pinnacle Holdings Inc., is one of the largestwireless communications tower owners in the United States, based on thenumber of towers owned. Our growth strategy is to grow (1) organicallyby adding additional tenants to our towers, (2) by acquiring towerswith existing telephony tenants in locations where we believe there areopportunities for organic growth and (3) by financing these newlyacquired towers, on a long term basis, using equity combined withlow-cost fixed-rate debt obtained through the issuance ofmortgage-backed securities. Through this strategy, we will seek toincrease our dividend per share over time. Our dividend for the threemonths ended September 30, 2005, of $0.50 per share of common stock,represented a 33% increase over the total per share dividends wepaid for the three months ended September 30, 2004 of $0.375.

Weare organized and conduct our operations to qualify as a REIT forfederal income tax purposes. As such, we will generally not be subjectto federal income tax on that portion of our income that is distributedto our stockholders if we distribute at least 90% of our REITtaxable income to our stockholders and comply with various otherrequirements. We also have certain subsidiaries that are not qualifiedREIT subsidiaries and, therefore, their operations will be subject tofederal income tax. Since May 12, 2004, we own substantially all of ourassets and conduct substantially all of our operations through anoperating partnership, Global Signal Operating Partnership, L.P., 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 September 30, 2005, we had an aggregate of more than26,000 tenant leases on our communications sites with over 2,000customers. Our revenue from wireless telephony tenants has increasedfrom 46.6% of revenues for the three months ended September 30,2004 to 78.1% of revenues for the three months ended September30, 2005.

New wireless technologies, devices and applicationshave become more advanced and broadly utilized by wireless subscribers.As new technologies, devices and applications have developed, newnetworks have been deployed to support the more advanced applicationsand the growth in the number of wireless subscribers while more maturetechnologies, such as paging and mobile radio, have experiencedshrinking subscriber bases and network contraction. Some of the keyindicators 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 lease revenues at some ofour communications sites. For example, as of September 30, 2005, 219 ofour sites are occupied by both Cingular and AT&T Wireless and thecombined revenues from AT&T Wireless and Cingular on these siteswas approximately $0.9 

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million for the month of September 2005. Inaddition, Sprint merged with Nextel Communications on August 3, 2005.As of September 30, 2005, 1,144 of our sites are occupied by bothSprint and Nextel and the combined revenues from Sprint and Nextel onthese sites was approximately $4.0 million for the month of September2005. On August 1, 2005, ALLTEL completed its purchase of WesternWireless. All of these tenants may also be located on nearbycommunications towers owned by our competitors. On November 16, 2004,Arch Wireless merged with Metrocall Holdings, Inc. to form USAMobility, Inc., our largest paging customer. Both customers offerpaging services throughout the United States and consequently haveduplicate coverage in most markets. On February 14, 2005, andsubsequently amended as of March 4, 2005, March 29, 2005, and May 1,2005, Verizon Communications Inc. entered into a merger agreement withMCI, the parent of Skytel Corporation, a paging operator. The mergerreceived majority shareholder approval on October 6, 2005. VerizonCommunications is a joint owner of Verizon Wireless who also operates apaging network. As a result of these mergers, network consolidations bythese tenants could adversely impact tenant lease revenues at some ofour sites. Lastly, the demand for communications site space bygovernment entities will be driven by the agencies' demand fornew digital networks and the ability to communicate with othergovernment agencies as well as their ability to gain funding for suchnetworks.

On May 21, 2002, Global Signal, then known as PinnacleHoldings Inc., filed a voluntary petition for relief under Chapter 11of the Bankruptcy Code in the United States Bankruptcy Court for theSouthern District of New York. On October 9, 2002, the Bankruptcy Courtentered an order confirming the Second Amended Joint Plan OfReorganization dated September 23, 2002, or the Prearranged Plan, whichbecame effective on November 1, 2002. 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. Since November 2002, our number of wirelesscommunication sites has grown from approximately 3,300 to approximately11,000 at September 30, 2005 primarily as a result or our acquisitionstrategy. See "Acquisitions and Dispositions ofCommunications Sites" below. A key component of our growthstrategy is our capital management strategy, which supports thefinancing of our tower acquisition strategy. Our capital managementstrategy is to finance newly acquired assets, on a long-term basis,using additional equity issuances combined with low-cost fixed-ratedebt obtained through the periodic issuance of mortgage-backedsecurities. Prior to financing newly acquired towers usingmortgage-backed securities, our strategy is to finance communicationssites we acquire on a short-term basis through credit facilities weexpect to obtain similar to our current $200.0 million acquisitioncredit facility we entered into as of April 25, 2005.

Prior toour reorganization, we acquired certain non-strategic assets unrelatedto our core tower business, which have subsequently been sold, and ourformer management was unable to efficiently integrate and manage ourcommunications sites. Our current growth strategy, which is in partbased on a new site acquisition and development strategy, issignificantly different. The primary differences are (1) our strategyto finance our new tower acquisitions using a capital structure whichuses low-cost fixed-rate debt obtained through the issuance ofmortgage-backed securities combined with proceeds from equityofferings, (2) our strategy to buy core tower assets with in-placetelephony, government or investment grade tenants where we believethere is a high likelihood of multiple lease renewals, (3) ourunderwriting process which is generally designed to allow us toevaluate and price acquisitions based on their current yield and on theasset and tenant attributes and location of the asset and (4) our focuson integrating, maintaining and operating the assets we acquireefficiently and effectively.

The primary factors affecting ourdetermination of the value of a communications site are its locationand the immediate area's competitive structures, tenant base,tenant credit quality and zoning restrictions. While we also havecommunications sites located in Canada and the United Kingdom, ourcommunications sites are primarily located in the United States. Thelocations of our sites are diverse and include sites along activetransportation corridors, in dense urban centers and in growingsuburban communities. We also have a diverse tenant base, whichincludes government agencies, large and small wireless service

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providers and operators of privatecommunication networks. The credit quality of our tenants variesgreatly from investment grade credits to significantly lesser credits,including small independent operations.

Acquisitions andDispositions of Communications Sites

Our financial results areimpacted by the timing, size and number of acquisitions anddispositions we complete in a period. Our number of activecommunications sites increased from approximately 4,000 at December 31,2004 to approximately 11,000 at September 30, 2005.

On May 26,2005, we, Sprint Corporation ("Sprint") andcertain Sprint subsidiaries (the "SprintContributors'), closed on an agreement to contribute, lease andsublease (the "Agreement to Lease"). Underthe Agreement to Lease, we will lease or operate, for a period of 32years approximately 6,600 wireless communications tower sites and therelated towers and assets (collectively, the "SprintTowers") from six newly formed special purpose entities ofSprint (collectively, "Sprint TowerCo"),under six master leases for which we paid an upfront rental payment ofapproximately $1.2 billion as prepaid rent (the "UpfrontRental Payment"), subject to certain conditions,adjustments and pro-rations (the "SprintTransaction"). In connection with the Sprint Transaction,certain Sprint entities agreed to lease space on approximately 6,350 ofthe Sprint Towers. The Sprint Towers had over 5,600 collocation leaseswith other wireless tenants as of May 26, 2005, and substantially allof the revenue is derived from wireless telephony tenants. We accountedfor this transaction as a capital lease reflecting the substancesimilar to an acquisition. We financed the Sprint Transaction with (i)an $850.0 million bridge loan, (ii) $250.0 million from the proceeds ofa private placement of our common stock and (iii) a portion of theproceeds from our May 2005 public offering of our common stock.

In addition to the Sprint Transaction, from December 2003 throughNovember 1, 2005, we acquired 1,472 other wireless communications sitesfor approximately $575.5 million including fees and expenses. Duringthis time, we also invested an additional $15.5 million, including feesand expenses, to acquire a fee interest or long-term easement under 143wireless communications towers where we previously had a leaseholdinterest. We have financed these acquired communications sites with a$293.8 million mortgage loan, which we issued in December 2004,borrowings under our $200.0 million acquisition credit facility and aportion of the proceeds from our June 2004 initial public equityoffering and our May 2005 follow-on public stock offering.

As ofSeptember 30, 2005, we had outstanding purchase agreements to acquire42 communications sites from various sellers for a total estimatedpurchase price of $32.1 million, including estimated fees and expenses,and 66 land parcels for $8.4 million including estimated fees andexpenses. From October 1 to November 1, 2005, we have closed on 32communications sites for a total of $28.1 million, including fees andexpenses, and 15 land parcels for $1.7 million, including fees andexpenses. As of November 1, 2005, we have executed definitiveagreements and non-binding letters of intent with other parties toacquire an additional 27 communications sites and to acquire feeinterest or long-term easements under an additional 120 communicationssites, for an aggregate purchase price of approximately $43.1 million,including estimated fees and expenses. We are in the process ofperforming due diligence on the communications sites under non-bindingletters of intent and seek to negotiate definitive agreements.

We routinely review and dispose of under-performing sites whichgenerate negative cash flows and which are not compatible with ourstrategy. During the nine months ended September 30, 2005, we disposedof seven under-performing leased sites that had no net book value. Asof September 30, 2005, we had 184 under-performing sites held forsale.

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.

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Typically, our tenant lease agreements arespecific to a site, are for terms of one to ten years, and arerenewable for multiple pre-determined periods at the option of thetenant. Rents under the tenant leases are generally due to us on amonthly basis, and revenues from each agreement are recognized monthly.These agreements typically contain fixed-price annual escalationclauses. However rental revenues are recognized in our financialstatements on a straight-line basis over the contractual term of theagreements without consideration of customer renewal options.

Our tenants are responsible for the installation and maintenance oftheir equipment at our sites. These tenants transmit from our sitesutilizing a wide variety of technologies including personalcommunication services (PCS), cellular, enhanced specialized mobileradio (ESMR), mobile radio, paging, and radio and television broadcast.For the three months ended September 2005 and 2004, our revenue mix forthe primary technology categories was asfollows:

|                               |  |                                                           |        |         |  |        |        |         |  |  |
|-------------------------------|--|-----------------------------------------------------------|--------|---------|--|--------|--------|---------|--|--|
|                          |  | Percentof Revenues for the ThreeMonths Ended September30, |
| Tenant technologytype         |  | 2005                                                      |        | 2004    |
| Telephony (PCS,Cellular,ESMR) |  |                                                      | 78.1   | %  |  |   | 46.6   | %  |
| Mobileradio                   |  |                                                      | 10.3   | %  |  |   | 21.7   | %  |
| Paging                        |  |                                                      | 6.6    | %  |  |   | 20.2   | %  |
| Broadcast                     |  |                                                      | 3.1    | %  |  |   | 7.4    | %  |
| Wirelessdata andother         |  |                                                      | 1.9    | %  |  |   | 4.1    | %  |
| 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 the 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 in our tenantlease revenues. For managed sites, we typically pay the site ownereither a fixed fee, a percentage of revenues or a combination of afixed fee plus a percentage of revenues. In instances where we pay thelandlord a percentage of revenues, changes in revenues result in anincrease or decrease, as applicable, in our communications siteoperating expenses.

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

Financial Developments

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

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As a new public company, we have incurred,and will continue to incur, significant legal, accounting and otherexpenses that we did not incur as a private company related tocorporate governance, SEC reporting and compliance with the variousprovisions of the Sarbanes-Oxley Act of 2002. In particular, we areincurring significant incremental expenses associated withSarbanes-Oxley Section 404 compliance documentation and remediation. Inaddition, as a New York Stock Exchange-listed company, we were requiredto establish an internal audit function and did so, on an outsourcedbasis, in October 2004. As a result, we will incur additional costassociated with this function.

Since 2003, we have become a moreacquisition-focused company. As we evaluate towers for potentialacquisition, we incur costs for various third parties'assistance, including in connection with due diligence, negotiation andstructuring of these acquisitions. These costs are capitalized once theacquisition is deemed probable. If an acquisition is abandoned, thesecosts will be expensed. If the acquisition is consummated, these costswill be capitalized as a part of the total purchase price.

Effect of Sprint Transaction

We accounted for the SprintTransaction as a capital lease for which we made an upfront payment andhence have recognized the assets on our balance sheet. In May 2005, weallocated the upfront rental payment of approximately $1.2 billionalong with transaction fees and costs to the leased and operated assets(primarily towers and identifiable intangible assets) based on theirestimated fair market value similar to an acquisition of tower assets.In September 2005, these preliminary allocations were adjusted to ourthird-party appraisal firm's valuation. The impact of thisappraisal increased depreciation and amortization expense by $1.6million in the third quarter of 2005. We are depreciating andamortizing these tangible and intangible assets over their estimateduseful lives, which are similar to the current estimated useful livesof our existing tower and related intangible assets. As a result, ourdepreciation, amortization and accretion expenses have increasedsignificantly.

We financed the Sprint Transaction with an $850.0million bridge loan, a $250.0 million private sale of shares of commonstock pursuant to an investment agreement entered into as part of theSprint Transaction ("Investment Agreement"described below) and cash received from our May 2005 public commonstock offering. As a result, we have substantially increased the amountof our debt outstanding and interest expense. In addition, the sharesissued in the recent follow-on public common stock offering and theshares issued pursuant to the Investment Agreement increased the numberof shares outstanding by approximately 16.1 million, which will affectour future income (loss) per share.

The Sprint Transaction issignificantly larger than any acquisition we have completed to date.There are more Sprint Towers than the number of communications sites weoperated prior to the Sprint Transaction. The integration of theapproximately 6,600 Sprint Towers into our operations is a significantundertaking. To manage the Sprint Towers, we have added over 100additional employees which has added significant recurring costs. Wewill also incur a substantial amount of non-recurring integration costswith respect to the Sprint Transaction which will be expensed in 2005as incurred. We incurred $5.4 million of integration costs related tothe Sprint Transaction during the nine months ended September 30,2005.

As a result of our increased depreciation, amortizationand accretion expenses, integration costs, additional selling, generaland administrative expenses and interest expense, we have generated netlosses after the closing of the Sprint Transaction.

Results ofOperations

Comparison of the three months ended September 30,2005 to the three months ended September 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 

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Exchange Commission on March 31, 2005.

|                                                                                                                        |  |                                |         |                |  |        |       |             |  |        |         |         |  |        |       |          |  |        |         |         |  |         |  |  |  |  |
|------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|---------|----------------|--|--------|-------|-------------|--|--------|---------|---------|--|--------|-------|----------|--|--------|---------|---------|--|---------|--|--|--|--|
|                                                                                                                   |  | ThreeMonths Ended September30, |
|                                                                                                                   |  | 2005                           |         | 2004(Restated) |  | Change |
|                                                                                                                   |  | (dollarsinthousands)           |
|                                                                                                                   |  | $                              |         | %of Revenue    |  | $      |       | % ofRevenue |  | $      |         | %       |
| Revenues                                                                                                               |  | $                              | 116,171 |           |  |   | 100.0 | %      |  | $      | 45,792  |    |  |   | 100.0 | %   |  | $      | 70,379  |    |  | 153.7%  |
| Direct site operatingexpenses (excluding depreciation, amortization andaccretion)                                      |  |                           | 53,630  |           |  |   | 46.2  | %      |  |   | 14,419  |    |  |   | 31.5  | %   |  |   | 39,211  |    |  | 271.9%  |
| Selling, general and administrative (including $270 and $228of non-cash stock-based compensation expense,respectively) |  |                           | 10,520  |           |  |   | 9.1   | %      |  |   | 5,846   |    |  |   | 12.8  | %   |  |   | 4,674   |    |  | 80.0%   |
| Sprint sites integration costs                                                                                         |  |                           | 2,222   |           |  |   | 1.9   | %      |  |   | — |    |  |   | 0.0   | %   |  |   | 2,222   |    |  | N/A     |
| State franchise, excise and minimumtaxes                                                                               |  |                           | 159     |           |  |   | 0.1   | %      |  |   | 163     |    |  |   | 0.4   | %   |  |   | (4      | )  |  | (2.5%)  |
| Depreciation, amortization andaccretion                                                                                |  |                           | 41,862  |           |  |   | 36.0  | %      |  |   | 13,725  |    |  |   | 30.0  | %   |  |   | 28,137  |    |  | 205.0%  |
|                                                                                                                   |  |                           | 108,393 |           |  |   | 93.3  | %      |  |   | 34,153  |    |  |   | 74.6  | %   |  |   | 74,240  |    |  | 217.4%  |
| Operating income                                                                                                       |  |                           | 7,778   |           |  |   | 6.7   | %      |  |   | 11,639  |    |  |   | 25.4  | %   |  |   | (3,861  | )  |  | (33.2%) |
| Interest expense, net                                                                                                  |  |                           | 24,608  |           |  |   | 21.2  | %      |  |   | 6,393   |    |  |   | 14.0  | %   |  |   | 18,215  |    |  | 284.9%  |
| Gain on derivativeinstruments                                                                                          |  |                           | (2,024  | )         |  |   | (1.7  | %)     |  |   | — |    |  |   | 0.0   | %   |  |   | (2,024  | )  |  | N/A     |
| Other expense(income)                                                                                                  |  |                           | (29     | )         |  |   | (0.0  | %)     |  |   | (76     | )  |  |   | (0.2  | %)  |  |   | 47      |    |  | (61.8%) |
| Income (loss) from continuingoperations before income tax benefit(expense)                                             |  |                           | (14,777 | )         |  |   | (12.7 | %)     |  |   | 5,322   |    |  |   | 11.6  | %   |  |   | (20,099 | )  |  | N/A     |
| Income tax benefit (expense)                                                                                           |  |                           | 55      |           |  |   | 0.0   | %      |  |   | (212    | )  |  |   | (0.5  | %)  |  |   | 267     |    |  | N/A     |
| Income (loss) from continuingoperations                                                                                |  |                           | (14,722 | )         |  |   | (12.7 | %)     |  |   | 5,110   |    |  |   | 11.2  | %   |  |   | (19,832 | )  |  | N/A     |
| Income (loss) from discontinuedoperations                                                                              |  |                           | (41     | )         |  |   | (0.0  | %)     |  |   | 190     |    |  |   | 0.4   | %   |  |   | (231    | )  |  | N/A     |
| Income (loss) before gain (loss) on sale ofproperties                                                                  |  |                           | (14,763 | )         |  |   | (12.7 | %)     |  |   | 5,300   |    |  |   | 11.6  | %   |  |   | (20,063 | )  |  | N/A     |
| Gain(loss) on sale ofproperties                                                                                        |  |                           | (678    | )         |  |   | (0.6  | %)     |  |   | 1       |    |  |   | 0.0   | %   |  |   | (679    | )  |  | N/A     |
| Net income (loss)                                                                                                      |  | $                              | (15,441 | )         |  |   | (13.3 | %)     |  | $      | 5,301   |    |  |   | 11.6  | %   |  | $      | (20,742 | )  |  | N/A     |
|                                                                                                                        |

Revenues

Ourrevenues increased $70.4 million, or 153.7%, for the quarterended September 30, 2005 as compared to the prior year quarter,primarily as a result of the Sprint Transaction and the acquisition ofother communications sites since July 1, 2004. During the three monthsended September 30, 2005, $58.2 million of our revenue was generatedfrom the Sprint Towers. We also experienced growth in our revenuesgenerated from telephony customers which was in part offset by adecline in our revenues generated by our non-telephony tenants. Our mixof revenues from wireless telephony customers as a percentage of totalsite revenues increased from 46.6% for the three months endedSeptember 30, 2004 to 78.1% for the three months ended September30, 2005, primarily as a result of acquisitions and growth in ourtelephony revenues. Revenues from Sprint Corporation and CingularWireless comprised 36.7% and 14.2%, respectively, of ourrevenues for the quarter ended September 30, 2005.

For the threemonths ended September 30, 2005, USA Mobility, our fifth largestcustomer, accounted for 4.0% of our revenues. One of our primarymaster tenant leases with USA Mobility, the Arch Lease, expired on May31, 2005. The Arch Lease allowed Arch Wireless, one of the twocompanies that merged 

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to form USA Mobility, to locate a fixednumber of transmitters on any of our sites for a 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. Effective July 1, 2005 we executed a newmaster tenant lease with USA Mobility. Under the master lease, USAMobility may locate up to a specified maximum number of transmitters onour sites for a fixed monthly fee. The fixed monthly fee decreasesperiodically over time from approximately $1.6 million for July 2005 toapproximately $1.0 million per month in 2008.

Expenses

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

Our direct site operatingexpenses increased $39.2 million primarily due to direct site operatingexpenses associated with the Sprint Towers along with othercommunication sites we have acquired since July 1, 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 to46.2% of revenues for the three months ended September 30, 2005from 31.5% of revenues for the three months ended September 30,2004 primarily due to the Sprint Towers which have lower tenantrevenues per tower and higher ground rent expense as a percentage ofrevenue.

Selling, general and administrative

Ourselling, general and administrative expenses increase of $4.7 millionwas primarily attributable to (i) increases in personnel relatedexpenses along with occupancy and costs associated with the increase inour corporate staff necessary to manage the growth of the Company,primarily related to the addition of the Sprint Towers and (ii)increased professional fees primarily due to our efforts to comply withSection 404 of the Sarbanes-Oxley Act of 2002 and to a significantnumber of IT system enhancement projects. As a percentage of revenues,our selling, general and administrative expenses declined to9.1% of revenues for the three months ended September 30, 2005from 12.8% of revenues for the three months ended September 30,2004.

Sprint integration costs

In connection with theSprint Transaction, there are certain integration expenses which do notqualify as capitalized acquisition costs and are not expected to beongoing after the Sprint integration is complete, which is expected tooccur later this year. The $2.2 million of costs incurred for the threemonths ended September 30, 2005 include engineering reviews and thepurchase of site related documents, site inspections, ground and tenantlease review and occupancy costs related to the personnel performingthese activities, most of whom are contractors.

Depreciation,amortization and accretion

The increase in depreciation,amortization and accretion expenses of $28.1 million for the threemonths ended September 30, 2005 compared to the three months endedSeptember 30, 2004 was primarily due to the addition of communicationssites during the period from July 1, 2004 through September 30, 2005,including the Sprint Towers.

Interest expense, net

Ournet interest expense increase of $18.2 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.

Gain on derivative instruments

On January11, 2005, in anticipation of the issuance of interim bridge financingand later a third mortgage loan to finance the acquisition ofadditional wireless communications sites we expected to 

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acquire during 2005, we entered into sixforward-starting interest rate swaps agreements with Morgan Stanley ascounterparty to hedge the variability of future interest rates on ouranticipated mortgage financing. Under the interest rate swaps, weagreed to pay the counterparty a weighted average fixed interest rateof 4.403% on a total notional amount of $300.0 million beginningon various dates between July 29, 2005 and November 30, 2005 andcontinuing through September 2010 with a mandatory termination date ofJanuary 31, 2006 in exchange for receiving floating payments based onthree-month LIBOR on the same notional amounts for the same period. OnJuly 15, 2005, we determined that the forecasted transaction underlyingone of the January swaps with a notional value of $50.0 million was nolonger probable as originally forecast and therefore we ceased hedgeaccounting prospectively from July  15, 2005 and recognizedsubsequent changes in fair value of the swap in the income statement.On August  31, 2005, we determined that the forecastedtransactions underlying three other $50.0 million notional value swapswere no longer probable as originally forecast, and the forecastedtransactions underlying these three swaps and the $50.0 million swapdiscussed above will not occur within two months of the originalforecast. On August 31, 2005, all amounts related to these four swapspreviously recorded in accumulated other comprehensive income (loss)were recognized in the income statement and subsequent changes in thevalue of the swaps are being recognized in the income statement,resulting in a gain of $2.0 million in the third quarter of2005.

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Comparison of the nine months endedSeptember 30, 2005 to the nine months ended September 30, 2004

The following table sets forth for the periods indicated, eachstatement of operations item and such item as a percentage of revenues.The results of operations for any particular period are not necessarilyindicative of results for any future period. The following data shouldbe read in conjunction with our consolidated financial statements andincluded elsewhere herein and our consolidated financial statements andnotes thereto included in our Annual Report on Form 10-K, dated March31, 2005, filed with the Securities and Exchange Commission.

|                                                                                                                           |  |                               |         |                |  |        |       |            |  |        |         |         |  |        |       |          |  |        |         |         |  |        |       |          |  |  |
|---------------------------------------------------------------------------------------------------------------------------|--|-------------------------------|---------|----------------|--|--------|-------|------------|--|--------|---------|---------|--|--------|-------|----------|--|--------|---------|---------|--|--------|-------|----------|--|--|
|                                                                                                                      |  | Nine Months EndedSeptember30, |
|                                                                                                                      |  | 2005                          |         | 2004(Restated) |  | Change |
|                                                                                                                      |  | (dollarsinthousands)          |
|                                                                                                                      |  | $                             |         | %ofRevenue     |  | $      |       | %ofRevenue |  | $      |         | %       |
| Revenues                                                                                                                  |  | $                             | 248,024 |           |  |   | 100.0 | %     |  | $      | 131,488 |    |  |   | 100.0 | %   |  | $      | 116,536 |    |  |   | 88.6  | %   |
| Directsite operating expenses (excluding depreciation, amortization andaccretion)                                         |  |                          | 99,674  |           |  |   | 40.2  | %     |  |   | 40,791  |    |  |   | 31.0  | %   |  |   | 58,883  |    |  |   | 144.4 | %   |
| Selling,general and administrative (including $1,560 and $3,440 of non-cashstock-based compensation expense,respectively) |  |                          | 26,674  |           |  |   | 10.8  | %     |  |   | 21,475  |    |  |   | 16.3  | %   |  |   | 5,199   |    |  |   | 24.2  | %   |
| Sprintsites integrationcosts                                                                                              |  |                          | 5,385   |           |  |   | 2.2   | %     |  |   | — |    |  |   | 0.0   | %   |  |   | 5,385   |    |  |   | N/A   |     |
| Statefranchise, excise and minimumtaxes                                                                                   |  |                          | 490     |           |  |   | 0.2   | %     |  |   | 500     |    |  |   | 0.4   | %   |  |   | (10     | )  |  |   | (2.0  | %)  |
| Depreciation,amortization andaccretion                                                                                    |  |                          | 87,665  |           |  |   | 35.3  | %     |  |   | 38,485  |    |  |   | 29.3  | %   |  |   | 49,180  |    |  |   | 127.8 | %   |
|                                                                                                                      |  |                          | 219,888 |           |  |   | 88.7  | %     |  |   | 101,251 |    |  |   | 77.0  | %   |  |   | 118,637 |    |  |   | 117.2 | %   |
| Operatingincome                                                                                                           |  |                          | 28,136  |           |  |   | 11.3  | %     |  |   | 30,237  |    |  |   | 23.0  | %   |  |   | (2,101  | )  |  |   | (6.9  | %)  |
| Interestexpense,net                                                                                                       |  |                          | 50,347  |           |  |   | 20.3  | %     |  |   | 19,294  |    |  |   | 14.7  | %   |  |   | 31,053  |    |  |   | 160.9 | %   |
| Gainon derivativeinstruments                                                                                              |  |                          | (2,024  | )         |  |   | (0.8  | %)    |  |   | — |    |  |   | 0.0   | %   |  |   | (2,024  | )  |  |   | N/A   |     |
| Losson early extinguishment ofdebt                                                                                        |  |                          | 461     |           |  |   | 0.2   | %     |  |   | 8,449   |    |  |   | 6.4   | %   |  |   | (7,988  | )  |  |   | (94.5 | %)  |
| Otherexpense(income)                                                                                                      |  |                          | (111    | )         |  |   | (0.0  | %)    |  |   | (84     | )  |  |   | (0.1  | %)  |  |   | (27     | )  |  |   | 32.1  | %   |
| Income(loss) from continuing operations before income tax benefit(expense)                                                |  |                          | (20,537 | )         |  |   | (8.3  | %)    |  |   | 2,578   |    |  |   | 2.0   | %   |  |   | (23,115 | )  |  |   | N/A   |     |
| Incometax benefit(expense)                                                                                                |  |                          | 564     |           |  |   | 0.2   | %     |  |   | (324    | )  |  |   | (0.2  | %)  |  |   | 888     |    |  |   | N/A   |     |
| Income(loss) from continuingoperations                                                                                    |  |                          | (19,973 | )         |  |   | (8.1  | %)    |  |   | 2,254   |    |  |   | 1.7   | %   |  |   | (22,227 | )  |  |   | N/A   |     |
| Income(loss) from discontinuedoperations                                                                                  |  |                          | (335    | )         |  |   | (0.1  | %)    |  |   | 343     |    |  |   | 0.3   | %   |  |   | (678    | )  |  |   | N/A   |     |
| Income(loss) before gain (loss) on sale ofproperties                                                                      |  |                          | (20,308 | )         |  |   | (8.2  | %)    |  |   | 2,597   |    |  |   | 2.0   | %   |  |   | (22,905 | )  |  |   | N/A   |     |
| Gain(loss) on sale ofproperties                                                                                           |  |                          | (661    | )         |  |   | (0.3  | %)    |  |   | 137     |    |  |   | 0.1   | %   |  |   | (798    | )  |  |   | N/A   |     |
| Netincome(loss)                                                                                                           |  | $                             | (20,969 | )         |  |   | (8.5  | %)    |  | $      | 2,734   |    |  |   | 2.1   | %   |  | $      | (23,703 | )  |  |   | N/A   |     |
|                                                                                                                           |

Revenues

Our revenues increased $116.5 million, or 88.6%, for the ninemonths ended September 30, 2005 as compared to the prior year period,primarily as a result of revenues from the Sprint Towers and theacquisition of other communications sites since January 1, 2004. Duringthe nine months ended September 30, 3005, the Sprint Towers acquired onMay 26, 2005 contributed $80.3 million to our revenue. Our mix ofrevenues from wireless telephony customers as a percentage of totalsite revenues increased 

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from 44.5% for the nine months endedSeptember 30, 2004 to 69.1% for nine months ended September 30,2005, primarily as a result of acquisitions and growth of our telephonyrevenues. Revenues from Sprint and Cingular comprised 28.4% and14.1%, respectively, of our revenues for the nine months endedSeptember 30, 2005.

For the nine months ended September 30,2005, USA Mobility, our third largest customer, accounted for7.3% of our revenues. One of our primary master tenant leaseswith USA Mobility, the Arch Lease, expired on May 31, 2005. The ArchLease allowed Arch Wireless, one of the two companies that merged toform USA Mobility, to locate a fixed number of transmitters on any ofour sites for a fixed minimum rate. Effective June 1, 2005, USAMobility began paying only for the sites occupied on a hold over basiswhich resulted in a $0.6 million reduction in monthly revenue.Effective July 1, 2005 we executed a new master tenant lease with USAMobility. Under the master lease, USA Mobility may locate up to aspecified maximum number of transmitters on our sites for a fixedmonthly fee. The fixed monthly fee decreases periodically over timefrom approximately $1.6 million for July 2005 to approximately $1.0million per month in 2008.

Expenses

Direct siteoperating expenses (excluding depreciation, amortization and accretionexpense)

Our direct site operating expenses increased $58.9million 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 40.2% of revenues for the ninemonths ended September 30, 2005 from 31.0% of revenues for thenine months ended September 30, 2004 primarily as a result of theSprint Towers which have lower tenant revenue per tower and higherground rent expense as a percentage of revenue.

Selling,general and administrative

Our selling, general andadministrative expenses increase of $5.2 million was primarilyattributable to (i) increases in personnel related expenses along withoccupancy and costs associated with the increase in our corporate staffnecessary to manage the growth of the Company, primarily related to theaddition of the Sprint Towers and (ii) increased professional feesprimarily due to our efforts to comply with Section 404 of theSarbanes-Oxley Act of 2002 and to a significant number of IT systemenhancement projects. As a percentage of revenues, our selling, generaland administrative expenses declined to 10.8% of revenues forthe nine months ended September 30, 2005 from 16.3% of revenuesfor the nine months ended September 30, 2004.

Sprintintegration costs

In connection with the Sprint Transaction,there are certain integration expenses which do not qualify ascapitalized acquisition costs and that are not expected to be ongoingafter the Sprint integration is complete, which is expected to occurlater this year. The $5.4 million of costs incurred for the nine monthsended September 30, 2005 include engineering reviews, site inspections,ground and tenant lease review and occupancy costs related to thepersonnel performing these activities most of whom are contractors.

Depreciation, amortization and accretion

The increase indepreciation, amortization and accretion expenses of $49.2 million forthe nine months ended September 30, 2005 compared to the nine monthsended September 30, 2004 was primarily due to the addition ofcommunications sites during the period from January 1, 2004 throughSeptember 30, 2005, including the Sprint Towers.

Interestexpense, net

Our net interest expense increase of $31.1 millionis related to the increase in the amount of debt in our capitalstructure resulting primarily from (i) the December 2004 mortgage loan,(ii) borrowings under 

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our $200.0 million acquisition creditfacility and (iii) borrowing under our bridge loan related to financingthe Sprint Transaction, as well as interest on our Revolving CreditAgreement for the portion of the period that there were outstandingborrowings.

Loss on early extinguishment of debt

The$0.5 million loss on extinguishment of debt for the nine months endedSeptember 30, 2005, relates to the write-off of deferred debt costsassociated with the term loan portions of the Revolving CreditAgreement terminated in conjunction with our May 9, 2005 equityoffering. During 2004, our operating subsidiary, Pinnacle Towers LLC,then known as Pinnacle Towers Inc., and 13 of its direct and indirectsubsidiaries borrowed $418.0 million under a mortgage loan, theFebruary 2004 mortgage loan, made payable to a newly formed trust. Aportion of the net proceeds were used to repay outstanding borrowingsunder our old credit facility, and as a result of this repayment, thisfacility was terminated and $8.4 million of unamortized deferredfinancing costs related to the old credit facility repaid andterminated in February 2004 (the "Old CreditFacility") were written-off during the nine months endedSeptember 30, 2004.

Gain on derivative instruments

OnJanuary 11, 2005, in anticipation of the issuance of interim bridgefinancing and later a third mortgage loan to finance the acquisition ofadditional wireless communications sites we expected to acquire during2005, we entered into six forward-starting interest rate swapsagreements with Morgan Stanley as counterparty to hedge the variabilityof future interest rates on our anticipated mortgage financing. Underthe interest 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. 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 ceased hedge accountingprospectively from July 15, 2005 and recognized subsequent changes infair value of the swap in the income statement. On August 31, 2005, wedetermined that the forecasted transactions underlying three other$50.0 million notional value swaps were no longer probable asoriginally forecast, and the forecasted transactions underlying thesethree swaps and the $50.0 million swap discussed above will not occurwithin two months of the original forecast. On August 31, 2005, allamounts related to these four swaps previously recorded in accumulatedother comprehensive income (loss) were recognized in the incomestatement and subsequent changes in the value of the swaps are beingrecognized in the income statement, resulting in a gain of $2.0 millionin the third quarter of 2005.

Liquidity and CapitalResources

Our liquidity needs arise from working capitalrequirements, debt service, tower acquisitions, construction costs foroccasional new tower builds and tower augmentaions, other capitalexpenditures and dividend payments. We expect to meet our cashrequirements for the next twelve months by using cash on hand, cashgenerated from operating activities, cash generated from our recentfollow-on public equity offering, borrowings under the $15.0 millionRevolving Credit Agreement and the $200.0 million acquisition creditfacility and from additional equity offerings, and mortgage loans andcredit facilities we may obtain. However, there can be no assurancethat we will be successful in raising additional equity or that we willbe able to obtain additional mortgage loans or credit facilities. Tothe extent we are unsuccessful in raising additional equity, obtainingmortgage loans and additional credit facilites, we may need to curtailour investments in acquisitions and new tower builds, and/or reduce thecurrent level of our dividend.

On May 9, 2005, we sold anadditional 6,325,000 shares of our common stock, inclusive of theunderwriters' overallotment option, at an offering price to thepublic of $30.70 per share, and generated proceeds of approximately$183.4 million, net of underwriters' commissions, discounts andestimated offering costs, for us.

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We used the net proceeds asfollows:

|        |        |                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | $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. |

|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | $55.0 millionto repay 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; |

|        |        |                                                                                                                         |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------|
|   | • | $46.4 millionwas available for working capital and other general corporate purposes,which includes future acquisitions. |

Sprint Transactionand Related Financing

On May 26, 2005, we, Sprint and the SprintContributors closed on the Agreement to Lease. Under the Agreement toLease, we lease or, if certain consents were not obtained, operate, fora period of 32 years approximately 6,600 Sprint Towers from SprintTowerCo, under six master leases for which we made an upfront paymentof approximately $1.2 billion as prepaid rent, which we refer to as theupfront rental payment. At the closing of the Sprint Transaction, wealso entered into a master lease agreement, which we refer to as theMaster Lease, which will expire in 2037. During the period commencingone year prior to the expiration of the Master Lease and ending 120days prior to the expiration of the Master Lease, we will have theoption to purchase all (but not less than all) of the Sprint Towersthen leased for approximately $2.3 billion.

On February 14,2005, in connection with the execution of the Sprint Transaction, weentered into an Investment Agreement with the Investors, which consistof the followingentities:

|        |        |                                                                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | FortressInvestment Fund II LLC, a Delaware limited liability company, or FIFII, an affiliate of our largest stockholder, Fortress InvestmentHoldings LLC; |

|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | AbramsCapital Partners II, L.P., a Delaware limited partnership, AbramsCapital Partners I, L.P., a Delaware limited partnership, WhitecrestPartners, L.P., a Delaware limited partnership, Abrams CapitalInternational, LTD, a Cayman Islands limited liability company and RivaCapital Partners, L.P., a Delaware limited partnership, affiliates ofour third largest stockholder, Abrams Capital, LLC (collectively, the"Abrams Investors");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 the "GreenhillInvestors"). |

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, $183.4 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 in ratios of 48%, 32% and 20%, respectively.The purchase of the shares by the Investors closed simultaneously withthe Sprint Transaction. The issuance of these securities was madepursuant to an exemption from registration provided by Section 4(2) ofthe Securities Act of 1933.

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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 bears interest at 30-day LIBOR plus 1.50% perannum. The rate is expected to increase by 0.25% upon the firstextension and 0.75% upon the second, if such extension optionsare exercised. The loan required an origination fee of 0.375% of$850.0 million of the loan amount and an extension fee in connectionwith each extension option of 0.25% of the loan amount. Inaddition, we are required under the facility to pay an exit fee undercertain circumstances. The loan contains customary events of defaultincluding bankruptcy of the borrower or us, change of control or crossdefault to our other indebtedness.

In connection with the SprintTransaction, we entered into interest rate swap agreements for a totalnotional value of $850.0 million with Bank of America, N.A., ascounterparty, to hedge interest under our bridge financing, which isexpected to be replaced by a mortgage loan of a greater amount. Underthe interest rate swaps, we agreed to pay the counterparty a weightedaverage interest rate of 4.354% on a total notional amount of$850.0 million beginning on June 1, 2005 through December 1, 2010, witha 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.

Acquisition CreditFacility

On April 25, 2005, our wholly owned subsidiary, GlobalSignal Acquisitions LLC, or Global Signal Acquisitions, entered into a364-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 at least in part with this credit facility. Thelevel of borrowings is limited based on a borrowing base. As ofSeptember 30, 2005, the principal balance outstanding under theacquisition credit facility was $104.0 million.

Borrowings underthe acquisition credit facility will bear interest at our option ateither the Eurodollar rate plus 1.50% or the bank's baserate plus approximately 1.25% provided the loan balance is equalto or lower than 68% of the acquisition price (as definedtherein) of towers owned, leased or managed by Global SignalAcquisitions, from time to time. If the loan balance is higher than68% of the aggregate acquisition price of towers owned, leasedor managed by Global Signal Acquisitions, from time to time, thenborrowings under the acquisition credit facility will bear interest atour option at either the Eurodollar rate plus 2.0% or thebank's base rate plus approximately 1.75%. As of September30, 2005, the loan balance exceeded 68% of the aggregateacquisition price of towers owned, leased or managed by Global SignalAcquisitions.

In connection with the closing of the acquisitioncredit facility, we paid an origination fee of 0.375% of the$200.0 million commitment and agreed to pay to Morgan Stanley AssetFunding Inc. and Bank of America, N.A. an exit fee of 0.375% ofthe principal amount of the loans under the acquisition credit facilityin connection with any refinancing of such borrowings. In addition, tothe extent the principal amount of borrowings related to an acquisitionof towers to be owned, leased or managed exceeds 68% of theacquisition price thereof, we will be required to pay an additionalorigination fee to Morgan Stanley Asset Funding Inc. and Bank ofAmerica, N.A. in an amount equal to 0.125% of the amountborrowed for such acquisition and an additional exit fee in the amountof 0.125% of the amount borrowed for such acquisition inconnection with the refinancing of such borrowings. Any exit fees wouldbe credited against 

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fees payable to each of Morgan Stanley andBank of America, N.A. if they are offered the position of co-lenderwith respect to refinancing of the acquisition credit facility. Theacquisition credit facility contains typical representations andcovenants for facilities of this type.

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. On February 14,2005, the full amount of the term loan was posted as a deposit, asrequired by the Agreement to Lease from the Sprint Transaction. OnApril 15, 2005, we amended and restated the Revolving Credit Agreementto provide an additional $25.0 million multi-draw term loan to be usedfor fees and expenses incurred in connection with the SprintTransaction. On May 9, 2005, we repaid and terminated both term loansunder the Revolving Credit Agreement with proceeds from our equityissuance. In addition, amounts available under the revolving creditfacility were reduced to $15.0 million upon the completion of theequity issuances by us on May 9, 2005. As of September 30, 2005, therewas no balance outstanding under the revolving credit facility portionof the Revolving Credit Agreement. We are in discussions with thelender to extend the maturity date of the revolving credit facility by364 days.

The revolving credit facility, through the RevolvingCredit Agreement and the related ancillary documentation, containscovenants and restrictions customary for a facility of this typeincluding a limitation on our consolidated indebtedness atapproximately $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. Interest on the $15.0million revolving credit facility is payable, at Global Signal'soption, at either LIBOR plus 3.0% or the bank's basic rateplus 2.0%.

The December 2004 Mortgage Loan

OnDecember 7, 2004, our subsidiary, Pinnacle Towers Acquisition HoldingsLLC and five of its direct and indirect subsidiaries issued a $293.8million mortgage loan to a newly formed trust, Global Signal Trust II("December 2004 mortgage loan"). The GlobalSignal Trust II (the "Trust II") then issuedan identical amount of commercial mortgage pass-through certificates ina private transaction. We have continued to consolidate oursubsidiaries, but have not consolidated the Trust II in our financialstatements. The net proceeds of the December 2004 mortgage loan wereused primarily to repay the $181.7 million of then-outstandingborrowings under our credit facility and to partially fund a $120.7million site acquisition reserve account to be used to acquireadditional qualifying wireless communications sites over the six-monthperiod following the December 2004 closing. Under our December 2004mortgage loan, we are required to prepay the loan plus applicableprepayment penalties with funds in our acquisition reserve account tothe extent such funds are not used to acquire additional qualifyingwireless communications sites during the six-month period following theclosing of the loan. The acquisition reserve account was fully investedas of April 2005.

The principal amount of the December 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 September 30, 2005, the weighted average interest rateon the various tranches was approximately 4.7%. The December2004 mortgage loan requires monthly payments of interest until itsmaturity 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 

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substantially all of their wirelesscommunications sites, (2) a security interest in substantially all ofthe borrowers' personal property and fixtures and (3) a pledge ofthe capital stock (or equivalent equity interests) of each of theborrowers (including a pledge of the capital stock of Pinnacle TowersAcquisition Holdings LLC from its direct parent, Global Signal HoldingsIII LLC).

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

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

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

The February 2004 MortgageLoan

On February 5, 2004, our largest operating subsidiarybased on revenues for 2004, Pinnacle Towers LLC (known as PinnacleTowers Inc. at the time) and thirteen of its direct and indirectsubsidiaries issued a $418.0 million mortgage loan to a newly formedtrust, Global Signal Trust I ("February 2004 mortgageloan"). The Global Signal Trust I (the "TrustI") then issued an identical amount of commercial mortgagepass-through certificates in a private transaction. We have continuedto consolidate our subsidiaries, but have not consolidated the Trust Iin our financial statements. The net proceeds from the February 2004mortgage loan were used to repay the then outstanding borrowings underour old credit facility of $234.4 million, to fund a $142.2 millionspecial distribution to our stockholders, to fund $4.6 million ofrestricted cash into an imposition reserve which was required to beescrowed in connection with our securitization transaction and February2004 mortgage loan and relates to taxes, insurance and rents, and theremaining $15.9 million was available to fund operations.

Theprincipal amount of the February 2004 mortgage loan is divided intoseven tranches, each having a different level of seniority. Interestaccrues on each tranche at a fixed rate per annum. As of September 30,2005, the weighted average interest rate on the various tranches wasapproximately 5.0%. The February 2004 mortgage loan is securedby mortgages, deeds of trust, deeds to secure debt and first prioritymortgage liens on more than 1,100 of the communications sites ofPinnacle Towers LLC and its thirteen direct and indirect subsidiaries.The February 2004 mortgage loan requires monthly payments of principaland interest calculated based on a 25-year amortization schedulethrough January 2009 (the "Anticipated RepaymentDate"). If the February 2004 mortgage loan is not repaidin its entirety by the Anticipated Repayment Date, the interest rate onthe February 2004 mortgage loan increases by the greater of 5.0%or a U.S. Treasury-based index, and substantially all of theborrower's excess cash 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 

42

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flow, as defined in the February 2004mortgage loan, with respect to Pinnacle Towers LLC and its 13 directand indirect subsidiaries, is approximately equal to gross margin minuscapital expenditures made for the purpose of maintaining our sites,minus 10% of revenue. If the DSCR falls below 1.45 times, theexcess cash flows from the securitized entities are escrowed until theDSCR exceeds 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 and later athird mortgage loan to finance the acquisition of additional wirelesscommunications sites we expected to acquire during 2005, we enteredinto six forward-starting interest rate swaps agreements with MorganStanley as counterparty to hedge the variability of future interestrates on our anticipated mortgage financing. Under the interest rateswaps, we agreed to pay the counterparty a weighted average fixedinterest rate of 4.403% on a total notional amount of $300.0million beginning on various dates between July 29, 2005 and November30, 2005 and continuing through September 2010 with a mandatorytermination date of January 31, 2006 in exchange for receiving floatingpayments based on three-month LIBOR on the same notional amounts forthe same period. 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 ceased hedge accounting prospectively from July  15,2005 and recognized subsequent changes in fair value of the swap in theincome statement. On August  31, 2005, we determined that theforecasted transactions underlying three other $50.0 million notionalvalue swaps were no longer probable as originally forecast, and theforecasted transactions underlying these three swaps and the $50.0million swap discussed above will not occur within two months of theoriginal forecast. On August 31, 2005, all amounts related to thesefour swaps previously recorded in accumulated other comprehensiveincome (loss) were recognized in the income statement and subsequentchanges in the value of the swaps are being recognized in the incomestatement, resulting in a gain of $2.0 million in the third quarter of2005. The six January 2005 interest rate swaps had a combined fairvalue of $3.2 million due from the counterparty at September 30,2005.

On February 2, 2005 and March 21, 2005, in connection withthe Sprint Transaction, we entered into ten forward-starting interestrate swap agreements with Bank of America, N.A. as counterparty, inanticipation of securing $850.0 million of bridge financing, which isexpected to be replaced by a mortgage loan, for a total notional valueof $850.0 million. Under the interest rate swaps, we agreed to pay thecounterparty a fixed interest rate of 4.354% on a total notionalamount of $850.0 million beginning on June 1, 2005 through December 1,2010, with a mandatory termination date of March 31, 2006, in exchangefor receiving floating payments based on one-month LIBOR on the samenotional amount for the same period. The February interest rate swapshad a fair value of $3.8 million due from the counterparty at September30, 2005. The March 2005 interest rate swap had a fair market value of$1.6 million due to the counterparty at September 30, 2005. These swapswere effective at September 30, 2005 so the change in market value wasrecorded in accumulated other comprehensive loss (gain) in the equitysection of the balance sheet.

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March 2004 and August 2004 Swaps

On March 26, 2004, in anticipation of a future financing, we enteredinto four 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 3.416% on a total notionalamount of $200.0 million beginning in October 2004 through April 2009in exchange for receiving three-month LIBOR on the same notional amountfor the same period.

On August 27, 2004, in anticipation of afuture financing, we entered into two additional forward-startinginterest rate swaps with Morgan Stanley as counterparty to hedge thevariability of future interest rates on the financing. Under theinterest rate swaps, we agreed to pay the counterparty a fixed interestrate of 3.84% on a total notional amount of $100.0 millionbeginning in October 2004 through April 2009 in exchange for receivingthree-month LIBOR on the same notional amount for the same period.

Concurrent with the pricing of the December 2004 mortgage loan, weterminated our six interest rate swaps and received a net payment of$2.0 million which was recorded as part of other comprehensive incomeand which is being amortized as a reduction of interest expense usingthe effective interest method over five years, the expected life of theDecember 2004 mortgage loan. Because the $300.0 million total notionalvalue of the six interest rate swaps exceeded the $293.8 millionprincipal amount of the December 2004 mortgage loan, one of the swapswas no longer effective and we expensed approximately $40,000 asadditional interest expense, related to the fair market value of one ofour August 2004 swaps, during the fourth quarter of 2004**.** Theeffective interest rate on the mortgage loan, including the cost ofterminating the interest rate swap and the amortization of deferreddebt issuance costs, is approximately 5.0%. For the three andnine months ended September 30, 2005, amortization of $0.1 million and$0.3 million, respectively, was recorded as an offset to interestexpense.

December 2003 Swap

On December 11 2003, inanticipation of the issuance of the February 2004 mortgage loan, weentered into a forward-starting interest rate swap agreement("December 2003 swap") with Morgan Stanley asthe counterparty to hedge the variability of future interest paymentsunder the anticipated February 2004 mortgage loan. Under the December2003 swap, we agreed to pay Morgan Stanley a fixed rate of3.816% on a notional amount of $400.0 million for five yearsbeginning in March 2004 in exchange for receiving floating paymentsbased on three-month LIBOR on the notional amount for the samefive-year period. The December 2003 swap required us to begin makingmonthly payments to the counterparty equal to the difference between3.816% and the then current three-month LIBOR rate, which was1.15% on December 31, 2003, on the notional amount of $400.0million. The December 2003 swap was terminated in connection with theissuance of the February 2004 mortgage loan on February 5, 2004 at acost of $6.2 million which was recorded as part of other comprehensiveincome and is being amortized as interest expense using the effectiveinterest method over five years, the expected life of the February 2004mortgage loan. The effective interest rate on the mortgage loan,including the cost of terminating the interest rate swap and theamortization of deferred debt issuance costs, is approximately6.0%. For the three months ended September 30, 2005 and 2004,amortization of $0.3 million and $0.4 million, respectively, wasrecorded as interest expense. For the nine months ended September 30,2005 and 2004, amortization of $1.0 million and $0.8 million,respectively, was recorded as interest expense.

Cash Flows

Net cash flows provided by operating activities were $85.3 millionfor the nine months ended September 30, 2005, compared to $59.5 millionfor the nine months ended September 30, 2004. The increase of $25.8million of net cash provided by operating activities is the result ofcash flow from the communication sites acquired since September 30,2004 partially offset by the one-time Sprint integration costs and aprepayment of $3.3 million of property taxes on the Sprint Towers.

Net cash flows used in investing activities were $1.3 billion forthe nine months ended September 30, 2005 compared to $125.4 million forthe nine months ended September 30, 2004. Investing activities for

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the nine months ended September 30, 2005consisted primarily of (1) the acquisition of approximately 6,600communications sites from Sprint for approximately $1.2 billion,including fees and expenses, and (2) the acquisition of 511communications sites in unrelated transactions for $162.1million, including fees and expenses. During the nine months endedSeptember 30, 2005, we also acquired 55 parcels of land, in fee simpletitle and under long-term easements, which we had previously leasedfrom the sellers, for a total purchase price of $6.6  million,including fees and expenses. Additionally, $54.3 million was providedfrom restricted cash related to the acquisition reserve fund from theDecember 2004 mortgage loan and was used to fund communications siteacquisitions during the nine months ended September 30, 2005.

Net cash flows used in investing activities were $125.4 million forthe nine months ended September 30, 2004 and consisted primarily of (1)the acquisition of Tower Ventures LLC, and various other tower assetsfor $90.5 million, including fees and expenses, the purchase ofinterests in land under which we had previously held a leaseholdinterest for $3.5 million, and the purchase of the minority interest inour subsidiary, Pinnacle UK, Ltd., for $1.2 million and (2) the fundingof restricted cash escrow and imposition reserve accounts totaling$23.7 million as a part of our February 2005 mortgage loan.

Capital expenditures were $12.3 million for the nine months endedSeptember 30, 2005, compared to $7.4 million for the nine months endedSeptember 30, 2004. Capital expenditures for the nine months endedSeptember 30, 2005 primarily consisted of the purchase of tower-relatedequipment and tower augmentations and improvements. Capitalexpenditures for the nine months ended September 30, 2004 primarilyconsisted of tower-related equipment and the new software system.

Net cash flows provided by financing activities were $1.3 billionfor the nine months ended September 30, 2005 and consisted of (1)$850.0 million in borrowings under the Sprint bridge financing, (2)$104.1 million borrowed under our acquisition credit facility and (3)$436.5 million in proceeds from the issuance of our common stock. Thesewere partially offset by $72.6 million in ordinary dividends paid.

Net cash provided by financing activities was $88.8 million for thenine months ended September 30, 2004 and was primarily related to$418.0 million in borrowings associated with our February 2004 mortgageloan, net cash proceeds of $131.2 million from the initial publicoffering, and proceeds of $10.9 million from the exercise of commonstock options and warrants. These funds were in part offset by $235.9million used to repay in full our Old Credit Facility, $33.4 million torepay the outstanding borrowings under our previous credit facilityrepaid and terminated in December 2004, payment of $6.2 million toterminate the December 2003 interest rate swap, debt issuance costs of$14.6 million on our February 2004 mortgage loan, and payments of $39.9million in ordinary dividends and a $142.1 million one-time specialdistribution to our stockholders which represented a return ofcapital.

Contractual Commitments

A number of our assetpurchase agreements provide for additional monies to be paid to thesellers based on future lease commencements during a limited periodafter the acquisition is completed, generally one year or less. Theamount of this contingent purchase price is not expected to be materialfor the acquisitions we have closed during the year ended December 31,2004 and the nine months ended September 30, 2005. As of September 30,2005, we had no accruals for future acquisition payments. The maximumadditional contingent payments on closed acquisitions were $1.8million at September 30, 2005.

We have signed master servicesagreements with Stratos VSAT, Inc. and Hark Tower Systems, Inc. whichrequire us to purchase approximately $6.5 million in satellite datacommunications equipment. Our tower related capital expenditures overthe next twelve months will include the installation of satellite lightmonitoring equipment at substantially all of our lit sites. We havefulfilled $1.7 million of these purchase commitments as of September30, 2005.

We have completed the initial implementation of ourPeopleSoft software system for most of our accounting functions,including accounts payable, accounts receivable and all internalreporting functions. We expect to add additional modules during 2006including treasury, purchasing and project accounting modules. We havealso completed implementation of a separate software system,manageStar, to manage data related to our communications sites,including tenant leases, ground leases and other operational data. Forthe nine months September 30, 2005, we incurred $0.7 million related tothese implementations and obtained three-year financing forapproximately $0.2 million of the these costs. The remaining costs werepaid from cash.

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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 September 30, 2005.

|                                                    |  |                       |           |                 |  |          |           |           |  |              |         |        |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------------------|--|-----------------------|-----------|-----------------|--|----------|-----------|-----------|--|--------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| ContractualObligations                             |  | Total                 |           | Less than1 Year |  | 1-3Years |           | 4-5 Years |  | After5 Years |
|                                               |  | (dollars inthousands) |
| Operating lease payments                           |  | $                     | 364,423   |            |  | $        | 95,273    |      |  | $            | 124,733 |   |  | $      | 53,405  |   |  | $      | 91,012  |   |
| Asset retirementobligations(1)                     |  |                  | 180,101   |            |  |     | 216       |      |  |         | 1,144   |   |  |   | 966     |   |  |   | 177,775 |   |
| February2004 mortgage loan(2)(3)                   |  |                  | 472,225   |            |  |     | 28,397    |      |  |         | 57,384  |   |  |   | 386,444 |   |  |   | — |   |
| December 2004 mortgageloan(2)(4)                   |  |                  | 351,910   |            |  |     | 13,940    |      |  |         | 27,881  |   |  |   | 310,089 |   |  |   | — |   |
| Bridgeloan(2)(5)                                   |  |                  | 882,624   |            |  |     | 882,624   |      |  |         | — |   |  |   | — |   |  |   | — |   |
| $200.0 million acquisition creditfacility(2)(6)    |  |                  | 107,498   |            |  |     | 107,498   |      |  |         | — |   |  |   | — |   |  |   | — |   |
| Capital lease obligations(2)                       |  |                  | 1,105     |            |  |     | 630       |      |  |         | 475     |   |  |   | — |   |  |   | — |   |
| Commitments under vendoragreements(7)              |  |                  | 4,865     |            |  |     | 4,865     |      |  |         | — |   |  |   | — |   |  |   | — |   |
| Commitments underacquisition                       |  |                  |      |            |  |     |      |      |  |         |    |   |  |   |    |   |  |   |    |   |
| purchaseagreements(8)                              |  |                  | 40,572    |            |  |     | 40,572    |      |  |         | — |   |  |   | — |   |  |   | — |   |
| Total contractual cash obligations atJune 30, 2005 |  | $                     | 2,405,323 |            |  | $        | 1,174,015 |      |  | $            | 211,617 |   |  | $      | 750,904 |   |  | $      | 268,787 |   |
|                                                    |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Reflects thefuture estimated cash payments after giving effect to estimated annualincreases of 2.5% in expenses to dismantle our towers discountedat an average annual discount rate of approximately 13.0%. Theliability is recorded in the financial statements at its presentvalue. |

|     |                                                                                                                                                    |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes contractual interest forall fixed-rate debt instruments and assumes interest on variable rateinstruments at the September 30, 2005 rates. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | The February 2004 mortgage loan has a final maturitydate of January 2029, however the loan document imposes materialpenalties if we fail to repay the February 2004 mortgage loan on orprior 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$20.2 million in the less than 1-year period, $39.5 in the 1 to 3 yearperiod, $6.4 million in the 4 to 5 year period, assuming repayment ofthe outstanding balance on the Anticipated Repayment Date. |

|     |                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------|
| (4) | The December 2004 mortgage loan has a final maturitydate of December 2009 and requires interest only payments untilmaturity. |

|     |                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | The bridge loan has an initialterm of 12 months from May 26, 2005, and, subject to compliance withcertain conditions, two six-month extensions. We have not assumed theextension of the bridge loan maturity date in the table above. The loanrequires interest only payments until maturity. |

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

|     |                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | We have signed master services agreements withStratos VSAT, Inc. and Hark Tower Systems, Inc. to purchaseapproximately $6.5 million in satellite data communications equipment,of which $1.7 million was expended as of September 30, 2005. |

|     |                                                                                                                                                                                                                                                                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Reflects our commitment as of September 30, 2005under asset purchase agreements to acquire 42 wireless communicationstowers for $32.1 million, including estimated fees and expenses and$8.4 million, including fees and expenses, for 66 land parcels undertowers where we previously leased the land. |

CriticalAccounting Policies and Estimates

The preparation of ourfinancial statements in conformity with accounting principles generallyaccepted in the United States requires us to make estimates andjudgments that affect our reported amounts of assets and liabilities,revenues and expenses. We consider an accounting estimate to becritical if it requires assumptions to be made that were uncertain atthe time the estimate was made and changes in the estimate, ordifferent estimates that could have been selected, could have amaterial impact on our consolidated results of operations or financialcondition. For example, for acquisitions of towers we 

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estimate the lives of the intangible assetsassociated with the tower until an appraisal is completed. We haveidentified the following new critical accounting policy.

Derivative Financial Instruments Indexed to, and Settled in ourStock

For derivative financial instruments indexed to, andsettled in our stock, we follow the accounting as specified in EITFIssue No. 00-19 Derivative Financial Instruments Indexed to, andPotentially Settled in, a Company's Own Stock. Underthis  pronouncement, for  instruments that meet certaincriteria, the instrument is valued at fair value on the day it iscreated and is not marked to market in subsequent periods. Theinstrument is recorded in the stockholders' equity section of thebalance sheet under the caption "EquityDerivatives". The Investor Agreement and Option Agreement,entered into as part of the Sprint Transaction, created instrumentsthat qualified for this accounting treatment as proscribed under EITFIssue No. 00-19. The Investor Agreement had a negative fair value of$62.1 million as of February 14, 2005. We estimated this fair valueusing our stock price on the close of business immediately prior to theexecution of this agreement compared to the $25.50 agreed upon saleprice. The volatility of our stock price does not impact thisvaluation. The Option Agreement had a fair value of $37.8 million as ofFebruary 14, 2005. If we had exercised the option, we would havepurchased shares from each Investor in proportion to thatInvestor's participation in the Investment Agreement set forthabove. Since the forward contracts under the Investment Agreement wereeither fulfilled or expired, the $24.3 million attributable to theseequity derivatives at March 31, 2005, were reclassified to additionalpaid-in capital at June 30, 2005.

New AccountingPronouncements

In December 2004, the FASB issued SFAS No.123(R) Share-Based Payment, which is a revision to SFAS No. 123,Accounting for Stock-Based Compensation. Generally, the approachin the new pronouncement is similar to the approach described in SFASNo. 123. However, SFAS No. 123(R) requires all share-based payments toemployees, including grants of employee stock options, to be recognizedin the income statement based on their fair values at the date ofgrant, beginning with the first interim or annual reporting period ofthe first fiscal year beginning on or after June 15, 2005. Thepronouncement is effective for us as of January 1, 2006. As of therequired effective date, we will apply this Statement using themodified prospective method. Under that transition method, compensationcosts for the portion of awards for which the requisite service has notyet been rendered, and that are outstanding as of the requiredeffective date, shall be recognized as the service is rendered based onthe grant date fair value of those awards calculated under SFAS No.123. In the statement of operations, the effect of the new standard onour statement of operations for previously issued options andrestricted stock will be immaterial. The effect of this standard onoptions and restricted stock that may be granted in the future is notknown at this time.

In March 2005, the FASB issued FASBInterpretation No. 47 Accounting for Conditional Asset RetirementObligations. This interpretation clarifies that the term"conditional asset retirement obligation" asused in SFAS No. 143, Accounting for Asset Retirement Obligations,refers to a legal obligation to perform an asset retirementactivity in which the timing and (or) method of settlement areconditional on a future event that may or may not be within the controlof the entity. The obligation is unconditional even though uncertaintyexists about the timing and (or) method of settlement. Thisinterpretation is effective for us as of January 1, 2006. Our assetretirement obligations are within our control as to timing and methodas they relate to the removal of our communications towers from leasedland provided we remove them by the expiration of the lease; thereforethis interpretation will not impact our financial statements.

InOctober 2005, the FASB issued FASB Staff Position 13-1 Accountingfor Rental Costs Incurred during a Construction Period. This staffposition concludes that rental costs associated with ground or buildingoperating leases that are incurred during a construction period shouldbe recognized as rental expense. This interpretation is effective forus as of January 1, 2006. We account for such rental costs in themanner proscribed by the staff position, so this staff position willnot impact our financial statements.

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Item 3.    Quantitativeand Qualitative Disclosures About MarketRisk.

Interest Rate Risk

Weare exposed to market risks from changes in interest rates charged onour debt. The impact on earnings and value of our long-term debt issubject to change as a result of movements in market rates and prices.We had no outstanding variable rate debt under our Revolving CreditAgreement at September 30, 2005.

On January 11, 2005, inanticipation of a new acquisition credit facility and a subsequentthird mortgage loan to finance the acquisition of additional wirelesscommunications sites we expected to acquire during 2005, we enteredinto six forward starting interest rate swaps agreements with MorganStanley as counterparty to hedge the variability of future interestrates on our anticipated financing. Under the interest rate swaps, weagreed to pay the counterparty a weighted average fixed interest rateof 4.403% on a total notional amount of $300.0 million beginningon various dates between July 29, 2005 and November 30, 2005 andcontinuing through September 2010 with a mandatory termination date ofJanuary 31, 2006 in exchange for receiving floating payments based onone-month LIBOR on the same notional amounts for the same period. OnJuly 15, 2005, we determined that the forecasted transaction underlyingone of the January swaps with a notional value of $50.0 million was nolonger probable as originally forecast and therefore we ceased hedgeaccounting prospectively from July 15, 2005 and recognized subsequentchanges in fair value of the swap in the income statement. On August31, 2005, we determined that the forecasted transactions underlyingthree other $50.0 million notional value swaps were no longer probableas originally forecast, and the forecasted transactions underlyingthese three swaps and the $50.0 million swap discussed above will notoccur within two months of the original forecast. At this time allamounts previously recorded in accumulated other comprehensive losswere recorded in the income statement and subsequent changes in thevalue of the swaps are being recognized in earnings.

On February2, 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 September 30, 2005 by approximately $51.6 million. If thefinancing transaction is completed on terms consistent with thosecurrently anticipated, except for the $200.0 million notional valueinterest rate swap agreements 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 atSeptember 30, 2005 associated with our existing debt instruments usingour actual level of indebtedness of $850.0 million under the Sprintbridge financing, $104.0 million under our acquisition credit facility,$1.0  million under capital leases to finance new computersoftware and $699.9 million under our mortgage loans issued on February5, 2004 and December 7, 2004.

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|                           |  |                              |        |         |  |                                                                              |           |            |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|---------------------------|--|------------------------------|--------|---------|--|------------------------------------------------------------------------------|-----------|------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                      |  | WeightedAverage InterestRate |        | Total   |  | Future Principal PaymentObligations – Twelve Months Ended September30, |           | Thereafter |
|                      |  | 2006                         |        | 2007    |  | 2008                                                                         |           | 2009       |  | 2010   |         |
| Fixedrate:                |  |                         |   |    |  |                                                                         |      |       |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| February2004 mortgageloan |  |                         | 5.0    | %  |  | $                                                                            | 406,087   |       |  | $      | 8,182   |   |  | $      | 8,686   |   |  | $      | 9,222   |   |  | $      | 379,997 |   |  | $      | — |   |  | $      | — |   |
| December 2004mortgageloan |  |                         | 4.7    | %  |  |                                                                         | 293,825   |       |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 293,825 |   |  |   | — |   |  |   | — |   |
| Capital leaseobligations  |  |                         | 9.7    | %  |  |                                                                         | 1,015     |       |  |   | 558     |   |  |   | 393     |   |  |   | 64      |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Total fixed ratedebt      |  |                         |   |    |  |                                                                         | 700,927   |       |  |   | 8,740   |   |  |   | 9,079   |   |  |   | 9,286   |   |  |   | 673,822 |   |  |   | — |   |  |   | — |   |
| Variablerate:             |  |                         |   |    |  |                                                                         |      |       |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| Sprintbridge loan         |  |                         | 5.2    | %  |  |                                                                         | 850,000   |       |  |   | 850,000 |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Acquisitionsfacility      |  |                         | 5.9    | %  |  |                                                                         | 104,010   |       |  |   | 104,010 |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Totaldebt                 |  |                         |   |    |  | $                                                                            | 1,654,937 |       |  | $      | 962,750 |   |  | $      | 9,079   |   |  | $      | 9,286   |   |  | $      | 673,822 |   |  | $      | — |   |  | $      | — |   |
|                           |

Foreign CurrencyExchange Risk

Our exposure to adverse movements in foreigncurrency 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 Controls and Procedures.

Our management, with the participation of our Chief ExecutiveOfficer, Chief Financial Officer and Chief Accounting Officer, hasevaluated the effectiveness of our disclosure controls and procedures(as such term is defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended, (the"Exchange Act")) as of the end of the periodcovered by this report. Our Company's disclosure controls andprocedures are designed to provide reasonable assurance thatinformation is recorded, processed, summarized and reported accuratelyand on a timely basis. Primarily due to our recent restatement of ourpreviously issued financial statements due to the changes in leaseaccounting affecting all tower companies and many other publiccompanies, in March of 2005 we received a letter from our independentregistered public accounting firm, as part of their audit of ourfinancial 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 may 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 Financial Reporting.

Other than as set forth above in subparagraph (a), there have notbeen any changes in our internal control over financial reporting (assuch term is defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act) during the fiscal quarter to which this report relatesthat have materially affected, or are reasonably likely to materiallyaffect, our internal control over financial reporting.

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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 USEOFPROCEEDS.

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

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

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

(i) The $200.0 million acquisition credit facilityrestricts the ability of Global Signal Acquisitions to makedistributions except, so long as no event of default then exists orwill result, (i) distributions in cash or other property to the extentrequired to satisfy the REIT Distribution Requirement (as defined inthe acquisition credit facility), (ii) equity distributions asconsideration for a merger of Global Signal Acquisitions, or one of itssubsidiaries, into Global Signal Inc. or a subsidiary of Global SignalInc., (iii) distributions in cash to Global Signal OP used exclusivelyto make payments under the Revolving Credit Agreement and otherdistributions in an amount not to exceed $7.5 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 abilityof Global 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.

None

ITEM 5. OTHER INFORMATION.

(a)None

(b) None

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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).                                          |
| 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.

|        |  |                                                                                                                                                                                                                                                                                                               |  |  |  |  |
|--------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | **GlobalSignal Inc.** Registrant                                                                                                                                                                                                                                                                              |
| By:    |  | /s/ William T.Freeman                                   William T. Freeman, Duly Authorized Officer and Chief FinancialOfficer |
| Dated: |  | November 8,2005                                                                                                                                                                                                                                                                                               |
|        |

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