8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 2, 2012

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Florida	000-30110	65-0716501
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5900 Broken Sound Parkway N.W. Boca Raton, FL	33487
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 2, 2012, SBA Communications Corporation (the “Company”) filed a Form 8-K in connection with the completion of the acquisition of the equity interests in certain entities and affiliates of Mobilitie, LLC (the “Mobilitie acquisition”).

This Form 8-K/A amends the Form 8-K the Company filed on April 2, 2012 to include (i) audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments, LLC, (ii) audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments II, LLC and Affiliate, and (iii) unaudited pro forma condensed combined financial information of the Company giving effect to the Mobilitie acquisition, required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

1. The audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments, LLC.

2. The audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments II, LLC and Affiliate.

(b) Pro forma financial information.

1. The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2011, giving effect to the Mobilitie acquisition.

2. The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2011, giving effect to the Mobilitie acquisition.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of KPMG LLP, Independent Auditor.
99.1	Audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments, LLC.
99.2	Audited consolidated financial statements as of, and for the year ended, December 31, 2011 of Mobilitie Investments II, LLC and Affiliate.
99.3	Unaudited pro forma condensed combined financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh Senior Vice President and Chief Financial Officer

Date: May 25, 2012

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS’

We consent to the incorporation by reference in the registration statements on Forms S-3 (Nos. 333-41306 and 333-179737), Form S-4 (No. 333-147473) and Forms S-8 (Nos. 333-166969, 333-155289, 333-69236, 333-46734 and 333-139006) of SBA Communications Corporation of our report dated May 4, 2012 with respect to the balance sheet of Mobilitie Investments, LLC (a Delaware limited liability company) as of December 31, 2011, and the related statements of income, members’ equity, and cash flows for the year then ended and of our report dated May 4, 2012 with respect to the consolidated balance sheet of Mobilitie Investments II, LLC and affiliate as of December 31, 2011, and the related consolidated statements operations, equity, and cash flows for the year then ended, which reports appear in the Form 8-K/A of SBA Communications Corporation filed on May 25, 2012.

/s/ KPMG LLP

Los Angeles, California

May 25, 2012

EX-99.1

Exhibit 99.1

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Financial Statements

December 31, 2011

(With Independent Auditors’ Report Thereon)

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Table of Contents

	Page
Independent Auditors’ Report		1
Balance Sheet		2
Statement of Income		3
Statement of Members’ Equity		4
Statement of Cash Flows		5
Notes to Financial Statements		6

Independent Auditors’ Report

The Members

Mobilitie Investments, LLC:

We have audited the accompanying balance sheet of Mobilitie Investments, LLC (a Delaware limited liability company) as of December 31, 2011, and the related statements of income, members’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mobilitie Investments, LLC as of December 31, 2011, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Los Angeles, California

May 4, 2012

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Balance Sheet

December 31, 2011

Assets
Operating properties, net	$	83,972,482
Cash and cash equivalents		10,552,000
Trade and related-party receivables, net		2,749,089
Deferred rent receivables		5,660,267
Deferred financing and leasing costs, net		1,663,980
Prepaid expenses and other assets		1,790,034
Total assets	$	106,387,852
Liabilities and Members’ Equity
Note payable	$	45,493,709
Accounts payable and other liabilities		4,443,236
Accrued interest payable		109,011
Deferred rent payables		2,099,456
Total liabilities		52,145,412
Members’ equity		54,242,440
Total liabilities and members’ equity	$	106,387,852

See accompanying notes to financial statements.

2

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Statement of Income

Year ended December 31, 2011

Revenues:
Rental	$	18,847,920
Tenant reimbursements		7,059,961
		25,907,881
Expenses:
Rental and operating		2,030,398
Ground rent expense		5,001,356
Management fee		3,830,508
Depreciation, amortization, and accretion		9,136,244
		19,998,506
Operating income		5,909,375
Other income (expense):
Interest income		5,428
Interest expense		(1,501,048	)
Net income	$	4,413,755

See accompanying notes to financial statements.

3

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Statement of Members’ Equity

Year ended December 31, 2011

Members’ equity as of December 31, 2010	$	49,828,685
Net income		4,413,755
Members’ equity as of December 31, 2011	$	54,242,440

See accompanying notes to financial statements.

4

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Statement of Cash Flows

Year ended December 31, 2011

Cash flows from operating activities:
Net income	$	4,413,755
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion		9,136,244
Amortization of deferred financing costs		414,183
Provision for bad debts		79,187
Realized loss on financial derivatives		303
Changes in operating assets and liabilities:
Trade and other receivables		72,537
Deferred rent receivables		355,287
Deferred leasing costs		(157,536	)
Prepaid expenses and other assets		60,294
Accounts payable and accrued liabilities		(2,363,185	)
Accrued interest payable		31,392
Deferred rent payables		157,820
Net cash provided by operating activities		12,200,281
Cash flows from investing activities:
Construction of operating properties		(804,149	)
Purchases of leasehold interests		(379,084	)
Net cash used in investing activities		(1,183,233	)
Cash flows from financing activities:
Principal payments on notes payable		(5,686,713	)
Payment of financing costs		(697,728	)
Net cash used in financing activities		(6,384,441	)
Net change in cash and cash equivalents		4,632,607
Cash and cash equivalents at beginning of year		5,919,393
Cash and cash equivalents at end of year	$	10,552,000
Supplemental disclosure of cash flow information: Interest paid	$	1,055,169
Supplemental disclosure of noncash investing and financing activities: Accrual for construction of operating properties	$	(244	)

See accompanying notes to financial statements.

5

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(1) Nature of Business

Mobilitie Investments, LLC (the Company), a Delaware limited liability company, was organized on April 1, 2005 to own, lease, and manage communications towers, fiber-based networks, and other communications sites to providers of communications and broadcast services, such as wireless telephony, paging, mobile radio, and wireless data transmission.

The Company has two members: (1) Mobilitie Partners, LLC (Partners) and (2) Mobilitie Holdings, LLC (Holdings), which is also the Managing Member. The ownership interests of Partners and Holdings are 3.67% and 96.33%, respectively, and each member’s liability is generally limited to its invested capital and the members are not obligated to make capital contributions in excess of their initial contributions. If there is a default or potential default under credit facilities or other indebtedness, then Holdings can elect to make additional contributions, and if Holdings makes such additional contributions, then Partners has the right to make additional contributions sufficient to maintain its ownership interest.

Distributions of the Company are generally allocated to the members based on ownership percentages until certain internal rates of return are met. Once the initial hurdle rate is achieved, distributions will be allocated to the members based on percentages included in the operating agreement. The allocation of income (loss) will generally follow distributions.

The Company will terminate on December 31, 2045 unless sooner terminated as provided for in the operating agreement.

(2) Summary of Significant Accounting Policies

The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The significant accounting policies are set forth below.

(a) Revenue Recognition

The Company leases space on communications sites it owns. Rental revenues are recognized on a monthly basis under lease agreements when earned. Fixed escalation clauses present in noncancelable lease agreements are recognized on a straight-line basis over the terms of the applicable leases. Amounts billed upfront for certain services provided in connection with the execution of lease agreements are initially deferred and recognized as revenue over the initial terms of the applicable leases. Amounts billed or received prior to being earned are deferred and reflected in accounts payable and other liabilities in the accompanying balance sheet until such time as the earnings process is complete.

Reimbursements from the Company’s tenants for repairs and maintenance, real property taxes, and insurance are recognized as revenues in the period the applicable expenses are incurred. Reimbursements from the Company’s anchor tenants for ground rent expenses are straight-line based on the fixed noncancelable terms of the related anchor tenant leases.

The Company’s anchor (primary) tenant leases require a fixed percentage of the nonanchor tenant rental revenue to be paid to the anchor tenant on a monthly basis. The amounts are recognized on a straight-line basis over the lesser of the initial terms of the related nonanchor tenant leases or the initial terms of the related anchor tenant leases.

6 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(b) Rental and Operating Expenses

The Company incurs various costs associated with the ownership and operation of the communication sites including repairs and maintenance, real property taxes, and insurance. The expenditures are recognized in the period the applicable expenses are incurred.

(c) Ground Rent Expense

The Company has leases underlying the Company’s tower sites that have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time. The Company calculates straight-line ground rent expense for these leases based on the fixed noncancelable term of the underlying ground lease plus all periods for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears, at the inception of the lease, to be reasonably assured.

(d) Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company has an arrangement with its banking institution such that excess cash is automatically swept for overnight investment. The account balances at the Company’s financial institutions periodically exceed the Federal Deposit Insurance Corporation’s (FDIC) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage.

(e) Trade and Related-Party Receivables, Net

Trade receivable balances result primarily from the timing of commencement of new leases and the Company’s tenants’ accounts payable calendar. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable. In establishing the required allowance, the Company considers the customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company regularly reviews its allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Related-party receivable balances entirely comprise net related-party receivables due to the Company from Mobilitie LLC (Manager) for rental payments received for communication sites owned by the Company.

7 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(f) Concentrations

Substantially, all of the Company’s revenues are from two national communication companies. Revenue and receivable concentrations for these tenants as of December 31, 2011 consist of the following:

Tenant 1:
Revenues	61	%
Accounts receivable	13
Tenant 2:
Revenues	28
Accounts receivable	79

(g) Operating Properties

Operating properties, consisting of tower sites, fiber-based networks, equipment, and leasehold interests, are recorded at cost including capitalized construction costs. The Company also capitalizes certain costs such as legal, engineering, and third-party site due diligence costs. In addition, the Company capitalizes costs of certain employees of the Manager whose activities are directly related to operating property development. Betterments, renewals, and extraordinary repairs, which increase the value or extend the life of the asset, are capitalized. Repair and maintenance costs are expensed as incurred. Tower assets and network assets (fiber-based) are depreciated using the straight-line method over the shorter of the estimated useful life of 15 years or the term of the underlying ground lease (including optional renewal periods). Equipment is recorded at cost and is depreciated using the straight-line method over 5 years. Leasehold interests, which include purchases of easements, are amortized using the straight-line method over the life of the agreement.

(h) Asset Retirement Obligations

The Company records obligations associated with the retirement of long-lived assets and the associated asset retirement costs in accordance with the accounting standard for asset retirement obligations. The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are: timing of tower removals; cost of tower removals; expected inflation rates; and credit-adjusted risk-free interest rate that approximates the Company’s incremental borrowing rate. The fair value of the liability for asset retirement obligations is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and amortized over the useful life of the related long-lived asset.

(i) Impairment of Long-Lived Assets

Operating properties and other long-lived assets are reviewed for impairment in accordance with the accounting standard for impairment or disposal of long-lived assets. The Company evaluates the recoverability of these long-lived assets whenever adverse events or changes in business climate indicate that the carrying amount may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the sum of the estimated undiscounted expected future cash flows (excluding interest) to determine if impairment exists. If it is determined that impairment has occurred, the impairment loss is measured by comparing the fair value of the asset to its carrying value.

The Company evaluates the profitability of its sites as part of the ongoing operations of its business to identify any sites that may not be generating sufficient cash flow to cover the operating expenses of the site. Based on this review, there were no indicators of impairment in 2011, and no asset impairment was recorded during the year ended December 31, 2011.

8 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(j) Deferred Financing and Leasing Costs

Costs incurred in obtaining and maintaining the note payable were capitalized and are amortized over the term of the loan agreement using the effective-interest method. Additionally, costs incurred in securing the lender’s interest in each newly constructed tower site are capitalized and are amortized over the remaining term of the loan agreement also using the effective-interest method. The deferred leasing costs and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.

(k) Office Furniture and Equipment

Office furniture and equipment are recorded at cost and are presented net of accumulated depreciation. Office furniture and equipment are depreciated using the straight-line method over five years.

(l) Fair Value Measurements

Fair value is defined as the price that would be required to sell an asset or would be paid to transfer a liability (the Exit Price) in an orderly transaction between market participants as of the measurement date. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is established that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company calculates the fair value of financial instruments and includes this additional information in the notes to the financial statements when the fair value is different from the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.

9 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(m) Derivative Instruments

The Company recognizes all derivatives in the financial statements and measures the derivatives at fair value. Interest rate swap and cap agreements may be purchased by the Company from third parties to manage the risk of interest rate changes on the Company’s floating-rate debt. On the date a derivative contract is entered into, the Company designates the derivative as a trading instrument and the changes in the fair value of the derivative instrument are reported in current earnings in the accompanying statement of income. Payments received or paid as a result of these agreements are recorded as a reduction or increase of interest expense. The fair value of the instrument is included in prepaid expenses and other assets if the fair value is an asset or in accounts payable and other liabilities if the fair value is a liability.

(n) Income Taxes

Although the Company is not subject to federal income tax, the Company operates in certain state and local jurisdictions that assess franchise or excise taxes on the Company, rather than on its members. Those taxes are included in rental and operating expenses in the accompanying statement of income and are not material. The Company assesses significant tax positions for all open tax years and determines whether there are any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more likely than not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). As of December 31, 2011, the Company had no liabilities for uncertain tax positions. The Company classifies interest and penalties on tax liabilities from significant uncertain tax positions as operating expense, respectively, in our statement of income. For the year ended December 31, 2011, there is no such interest or penalties. The Company’s federal income tax returns are open to examination for the 2006 through 2011 tax years.

(o) Use of Estimates

The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and reported amounts of revenues and expenses. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

10 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(3) Operating Properties

Operating properties as of December 31, 2011 consist of the following:

	Estimated useful lives in years
Operating properties:
Tower sites	15	$	83,241,332
Network assets	15		44,375,923
Equipment	5		464,087
Leasehold interests	up to 30		2,262,656
Gross operating properties			130,343,998
Accumulated depreciation and amortization			(46,371,516	)
Operating properties, net		$	83,972,482

In 2011, the Company constructed and placed in service one communication site. Operating properties depreciation and amortization expense for the year ended December 31, 2011 was $8,692,507.

(4) Trade and Related-Party Receivables, Net

Trade and related-party receivables as of December 31, 2011 consist of the following:

Trade receivables, net of allowance of $95,167 in 2011	$	2,594,138
Related-party receivable		154,951
Trade and related-party receivables	$	2,749,089

(5) Deferred Financing and Leasing Costs, Net

Deferred financing and leasing costs, net consist of the following:

Deferred financing costs, net of accumulated amortization of $3,018,995 in 2011	$	722,012
Deferred leasing costs, net of accumulated amortization of $760,414 in 2011		941,968
Deferred financing and leasing costs, net	$	1,663,980

11 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

Amortization expense of deferred financing costs was $414,183 during 2011, and is included in interest expense in the accompanying statement of income. Amortization expense of deferred leasing costs was $212,277 for 2011 and is included in depreciation, amortization, and accretion expense in the accompanying statement of income.

(6) Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

Prepaid rent	$	1,643,836
Office furniture and equipment, net of accumulated depreciation of $574,146 in 2011		2,340
Other assets		143,858
Prepaid expenses and other assets	$	1,790,034

Prepaid rent includes rental payments for ground rent made in advance to third-party lessors. Certain of these payments were the result of a lease-buyout arrangement (LBA) and were made in advance for a term up to 30 years. The remaining payments are amortized to rent expense over the term of the LBA. The total amount recorded as rent expense for 2011 was $50,027 and is included in rental and operating expenses in the accompanying statement of income.

Depreciation expense for office furniture and equipment for the year ended December 31, 2011 was $91,459, and is included in depreciation, amortization, and accretion expense in the accompanying statement of income.

(7) Accounts Payable and Other Liabilities

Accounts payable and other liabilities consist of the following:

Accounts payable and accrued liabilities	$	1,833,442
Prepaid tenant rents		238,188
Asset retirement obligation		2,371,606
Accounts payable and other liabilities	$	4,443,236

The asset retirement obligation accretes as a result of the passage of time and the related accretion expense was $139,998 for the year ended December 31, 2011 and is included in depreciation, amortization, and accretion expense in the accompanying statement of income.

12 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(8) Note Payable

On May 17, 2006, the Company closed on an $80,000,000 delayed draw term loan and a $5,000,000 revolving loan. On June 24, 2011, the Company amended the loan. The following table summarizes the key changes in terms:

	Terms pre-amendment	Terms post-amendment
Maturity date	May 17, 2012	May 17, 2014
Revolving line availability	$5,000,000	5,000,000
Interest rate	LIBOR + 1.5%	LIBOR + 2.5%
Principal repayment required	Quarterly	None
Hedging required	Yes	No

The Company had fully drawn on the delayed draw term loan by the end of 2007 and begun to make principal payments in 2009. The Company made $5,686,713 in principal payments during 2011 resulting in debt outstanding equal to $45,493,709 prior to the amendment.

As of December 31, 2011, the Company had not drawn on the revolving loan. For the year ended December 31, 2011, the interest rate under the term loan was based on the one-month LIBOR plus the applicable margin noted in the table above. The one-month LIBOR at December 31, 2011 was 0.30%. The weighted average interest rate was 2.35% for 2011. Interest payments are made in arrears on the payment date pursuant to the loan agreement. The Company is also subject to certain restrictions and financial covenants, which require compliance with financial ratios including leverage, interest coverage, and fixed charge coverage ratios. The Company was in compliance with all financial covenants as of December 31, 2011. All obligations under the loan are secured by all of the Company’s real and personal property. The fair value of the note payable is estimated using a discounted cash flow analysis with the borrowing rates available to the Company for debt instruments with similar terms. As of December 31, 2011, the fair value of the note payable approximated the carrying value of the payable of $45,493,709.

Prior to the amendment, the loan agreement required the Company to have an interest rate cap in order to manage the exposure to change in the LIBOR. The initial interest rate cap expired in November 2009, and the Company purchased an amortizing interest rate cap to replace the initial interest rate cap. The cap provided for a LIBOR ceiling of 2.5% with an initial notional amount of $36,934,735 and an ending notional amount of $11,663,600 in the last month before termination on November 1, 2011. The total amount included in the statement of income for the year ended December 31, 2011 as a result of the expiration was $303 and is included in interest expense in the accompanying statement of income.

13 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(9) Future Rental Revenues

Tenant Leases

As lessors, the Company is due to receive cash rental payments from tenants of communications sites under noncancelable lease agreements in effect as of December 31, 2011, which expire at various times throughout 2017 as follows:

Year ending December 31:
2012	$	25,901,466
2013		22,382,609
2014		17,445,799
2015		13,721,591
2016 and thereafter		3,603,832
Total	$	83,055,297

The Company’s tenant leases provide for annual escalations and multiple renewal periods, at the tenant’s option. The tenant rental payments included in the table above do not assume exercise of tenant renewal options.

(10) Commitments and Contingencies

(a) Operating Leases

Future minimum rental payments under noncancelable ground leases include payments for certain renewal periods at the Company’s option because failure to renew could result in a loss of the applicable tower site and related revenues from tenant leases, thereby making it reasonably assured that the Company will renew the lease. The Company’s future minimum payments at December 31, 2011 are as follows:

Year ending December 31:
2012	$	5,866,890
2013		5,248,352
2014		4,816,846
2015		4,784,808
2016 and thereafter		28,554,414
Total	$	49,271,310

(b) Legal Matters

As of December 31, 2011, the Company is not involved in any material litigation and is not aware of any pending litigation or unasserted claims that will have a material adverse effect on its business, financial condition, results of operations, or liquidity.

14 Continued

MOBILITIE INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Notes to Financial Statements

December 31, 2011

(11) Related-Party Transactions

(a) Management Agreement

The Company has a management agreement with the Manager, dated April 1, 2005 and subsequently amended January 26, 2007. Under the terms of the management agreement, the Manager oversees the day-to-day operations, administers accounting and bookkeeping functions, serves as a consultant in connection with policy decisions to be made by the Managing Member, manages properties, and renders other services deemed appropriate by the Managing Member. The Manager has a membership interest in the Company through its interest in Partners. The Manager is entitled to reimbursement for all expenses incurred in rendering its services to the Company. Management fee expense for the year ended December 31, 2011 was $3,830,508.

(b) Collateralization of Members Interest

As of December 31, 2011, the members of Partners have a note payable to Mobilitie Investments II, LLC (M2) for $4,500,000 that is secured by their interest in the Company and their interests in M2.

(12) Subsequent Events

(a) Sale of the Company

On February 18, 2012, the Company entered into a Purchase and Sale Agreement (Purchase Agreement) with SBA Communications Corporation (SBA), Monarch Towers Acquisition, LLC, a wholly owned subsidiary of SBA (the Buyer), Mobilitie Investments II, LLC (M2), MPGJ-I, LLC (MPGJ I), MPMA-I, LLC (MPMA I), MPGJ-II, LLC (MPGJ II, and together with the Company, M2, MPGJ I and MPMA I, the Mobilitie Companies), Mobilitie Partners, LLC, Mobilitie Partners II, LLC, Mobilitie, LLC, Mobilitie Holdings, LLC, Mobilitie Holdings II, LLC, and Orlin Properties, LLC (the Sellers). Pursuant to the Purchase Agreement, the Buyer was to acquire the Mobilitie Companies from the Sellers. The acquisition was completed on April 2, 2012. All remaining loans outstanding were paid off in conjunction with this transaction.

(b) Other

The Company has evaluated subsequent events through May 4, 2012, which is the date these financial statements were issued. All subsequent events requiring recognition as of December 31, 2011 have been incorporated into the financial statements herein.

15

EX-99.2

Exhibit 99.2

MOBILITIE INVESTMENT II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Consolidated Financial Statements

December 31, 2011

(With Independent Auditors’ Report Thereon)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Table of Contents

	Page
Independent Auditors’ Report		1
Consolidated Balance Sheet		2
Consolidated Statement of Operations		3
Consolidated Statement of Equity		4
Consolidated Statement of Cash Flows		5
Notes to Consolidated Financial Statements		6

Independent Auditors’ Report

The Members

Mobilitie Investments II, LLC:

We have audited the accompanying consolidated balance sheet of Mobilitie Investments II, LLC and affiliate as of December 31, 2011, and the related consolidated statements of operations, equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mobilitie Investments II, LLC and affiliate as of December 31, 2011, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Los Angeles, California

May 4, 2012

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Consolidated Balance Sheet

December 31, 2011

Assets
Operating properties, net	$	389,566,318
Cash and cash equivalents		5,547,479
Restricted cash		608,990
Trade receivables, net		10,546,170
Deferred rent receivables		17,718,103
Deferred financing and leasing costs, net		10,242,539
Prepaid expenses and other assets		16,658,372
Investment in unconsolidated affiliate		1,996,825
Total assets	$	452,884,796
Liabilities and Equity
Note payable	$	275,775,000
Accounts payable and other liabilities		55,034,434
Accrued interest payable		222,600
Deferred rent payables		12,640,452
Total liabilities		343,672,486
Mobilitie Investments II, LLC		108,072,417
Noncontrolling interest		1,139,893
Total equity		109,212,310
Total liabilities and equity	$	452,884,796

See accompanying notes to consolidated financial statements.

2

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Consolidated Statement of Operations

Year ended December 31, 2011

Revenues:
Rental	$	49,124,451
Tenant reimbursements		30,975,712
Management fee		4,142,534
		84,242,697
Expenses:
Rental and operating		6,676,083
Ground rent expense		25,182,160
General and administrative		16,806,550
Management fee		4,142,534
Depreciation, amortization, and accretion		27,648,906
		80,456,233
Operating income		3,786,464
Other income (expense):
Affiliate interest		230,850
Interest income		10,299
Interest expense		(12,862,472	)
Loss on extinguishment of debt		(4,993,850	)
Equity in earnings of unconsolidated affiliate		161,985
Net loss		(13,666,724	)
Net loss attributable to noncontrolling interest		411,496
Net loss attributable to Mobilitie Investments II, LLC	$	(13,255,228	)

See accompanying notes to consolidated financial statements.

3

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Consolidated Statement of Equity

Year ended December 31, 2011

	Mobilitie Investments II, LLC			Noncontrolling interest			Total equity
Balance as of December 31, 2010	$	121,179,165			1,551,389			122,730,554
Affiliate interest		(230,850	)		—			(230,850	)
Financing transaction fees earned by the affiliate		379,330			—			379,330
Net loss		(13,255,228	)		(411,496	)		(13,666,724	)
Balance as of December 31, 2011	$	108,072,417			1,139,893			109,212,310

See accompanying notes to consolidated financial statements.

4

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Consolidated Statement of Cash Flows

Year ended December 31, 2011

Cash flows from operating activities:
Net loss	$	(13,666,724	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliate		(161,985	)
Depreciation, amortization, and accretion		27,648,906
Loss on extinguishment of debt		4,993,850
Amortization of deferred financing costs		1,610,261
Provision for bad debts		144,848
Abandoned projects		1,218,299
Unrealized gain on financial derivatives		(66,360	)
Affiliate interest		(230,850	)
Changes in operating assets and liabilities:
Cash – affiliate		(121,681	)
Trade and other receivables		(1,813,663	)
Deferred rent receivables		(5,201,585	)
Deferred leasing costs		(1,509,316	)
Prepaids expenses and other assets		(7,888,794	)
Accounts payable and accrued liabilities		8,883,655
Deferred rent payables		3,507,852
Net cash provided by operating activities		17,346,713
Cash flows from investing activities:
Construction of operating properties		(73,210,737	)
Purchases of leasehold interests		(5,073,385	)
Purchases of furniture, fixtures, and equipment		(777,276	)
Restricted cash		(31,600	)
Net cash used in investing activities		(79,092,998	)
Cash flows from financing activities:
Proceeds from note payable		318,000,000
Principal payments of note payable		(247,687,500	)
Payment of financing costs		(7,448,083	)
Net cash provided by financing activities		62,864,417
Net change in cash and cash equivalents		1,118,132
Cash and cash equivalents at beginning of year		4,429,347
Cash and cash equivalents at end of year	$	5,547,479
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest	$	11,692,294
Supplemental disclosures of noncash investing and financing activities:
Accrual for construction of operating properties	$	(13,587,610	)
Conversion of prepaid leases to leasehold interests		(224,605	)
Recognition of asset retirement obligation		(3,612,496	)
Recognition of financing transaction fees earned by affiliate		(379,330	)

See accompanying notes to consolidated financial statements.

5

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(1) Nature of Business

Mobilitie Investments II, LLC (the Company), a Delaware limited liability company, was organized on January 26, 2007 to construct, own, lease, and manage communications towers, fiber-based networks, and other communications sites to providers of communications and broadcast services, such as wireless telephony, paging, mobile radio, and wireless data transmission.

The Company has two members: (1) Mobilitie Partners II, LLC (Partners II) and (2) Mobilitie Holdings II, LLC (Holdings II), which is also the Managing Member. The ownership interests of Partners II and Holdings II are 4% and 96%, respectively, and each member’s liability is generally limited to its invested capital. The members are not obligated to make capital contributions in excess of their initial contributions and with respect to Holdings II, additional capital contributions (including initial capital contributions) are not to exceed $154,500,000. If there is a default or potential default under credit facilities or other indebtedness, then Holdings II can elect to make additional contributions, and if Holdings II makes such additional contributions, then Partners II has the right to make additional contributions sufficient to maintain its ownership interest.

Distributions of the Company are first allocated to Partners II until Partners II has received the lesser of $4,500,000 or 3% of the amount of aggregate contributions made by Holdings II up to $150,000,000, plus simple interest on such amount from the effective date equal to 5.13% per annum. Next, distributions are allocated to Holdings II until Holdings II has achieved an 8% internal rate of return on the lesser of $4,500,000 or 3% of the amount of aggregate contributions made by Holdings II. Thereafter, distributions will be allocated to the members based on their ownership percentages until certain internal rates of return are met. Once the internal rates of return are achieved, distributions will be allocated to the members based on percentages included in the operating agreement. The allocation of income (loss) will generally follow distributions.

The Company will terminate on December 31, 2045 unless sooner terminated as provided for in the operating agreement.

(2) Summary of Significant Accounting Policies

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The significant accounting policies are set forth below.

(a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company, Mobilitie Networks II, LLC (MNII), Mobilitie Nicaragua y CompaniaLimitada (MNCL), MobilitieGuatemala y CompaniaLimitada (MGCL), and Mobilitie, LLC (the Manager).

The Company has a 100% interest in and consolidates MNII. MNII has a 4% interest in MNCL and 1% interest in MGCL. MNII was organized on February 8, 2008 to construct, own, lease, and manage fiber-based networks to providers of communications and broadcast services, such as wireless telephony, paging, mobile radio, and wireless data transmission.

6 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

The Company has a 95% interest in and consolidates MNCL. MNCL was organized on June 1, 2011 to construct, own, lease, and manage communications towers, fiber-based networks, and other communications sites to providers of communications and broadcast services, such as wireless telephony, paging, mobile radio, and wireless data transmission in the country of Nicaragua. Each member’s liability is generally limited to its invested capital.

The Company has a 99% interest in and consolidates MGCL. MGCL was organized on April 29, 2011 to construct, own, lease, and manage communications towers, fiber-based networks, and other communications sites to providers of communications and broadcast services, such as wireless telephony, paging, mobile radio, and wireless data transmission in the country of Nicaragua. Each member’s liability is generally limited to its invested capital.

The Manager has an 80% interest in and consolidates its subsidiary Mobilitie Partners, LLC (Partners), which is a member of Mobilitie Investments, LLC (M1). The Manager also has a 99% interest in and consolidates its subsidiary Mobilitie Panama Sociedad de Responsabilidad Limitada (MPSRL), which was formed on August 23, 2010. MPSRL was formed to conduct telecommunication infrastructure related development activities in the country of Panama and its activities during the current year were limited to executing various staffing agreements, office leases, and other administrative contracts with entities domiciled outside of the United States. The Company has no membership interests in the Manager, Partners, or M1. The Manager was determined to be a variable interest entity as a result of equity holders lacking the power to direct the activities that most significantly impact the financial performance of the entity and the characteristics of a controlling financial interest as they are not obligated to absorb any of the expected losses or receive any of the expected return of the entity due to the management agreement with M1 and the Company. The Manager had a management agreement with M1 dated April 5, 2005 that was subsequently amended January 26, 2007 to also include the Company. Under the terms of the management agreement, the Manager oversees day-to-day operations, administers accounting and bookkeeping functions, serves as a consultant in connection with policy decisions to be made by the Managing Member, manages properties, and renders other services deemed appropriate by the Managing Member. The management agreement with the Company and with M1 allows the Manager to pass through all of its expenses to the Company and M1 at cost, but does not allow the Manager to mark up or charge profit on any of the expenses incurred by the Manager in the course of performing its duties under the management agreement.

(b) Revenue Recognition

The Company leases space on communications sites it owns. Rental revenues are recognized on a monthly basis under lease agreements when earned. Fixed escalation clauses present in noncancelable lease agreements are recognized on a straight-line basis over the terms of the applicable leases. Amounts billed upfront for certain services provided in connection with the execution of lease agreements are initially deferred and recognized as revenue over the initial terms of the applicable leases. Amounts billed or received prior to being earned are deferred and reflected in accounts payable and other liabilities in the accompanying consolidated balance sheet until such time as the earnings process is complete.

7 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

Reimbursements from the Company’s tenants for repairs and maintenance, real property taxes, and insurance are recognized as revenues in the period the applicable expenses are incurred. Reimbursements from the Company’s anchor tenants for ground rent expenses are straight-line based on the fixed noncancelable terms of the related anchor tenant leases.

The Company, through the Manager, earns management fees for managing the day-to-day operations, property management, administration, and accounting and bookkeeping functions of M1, as well as any consulting services necessary in connection with policy decisions to be made by the Managing Member of M1.

(c) Rental and Operating Expenses

The Company incurs various costs associated with the ownership and operation of the communication sites including repairs and maintenance, real property taxes, and insurance. The expenditures are recognized in the period the applicable expenses are incurred.

Certain of the Company’s anchor (primary) tenant leases require a fixed percentage of the nonanchor tenant rental revenue to be paid to the anchor tenant on a monthly basis. The amounts are recognized on a straight-line basis over the lesser of the initial terms of the related nonanchor tenant leases or the initial terms of the related anchor tenant leases.

(d) Ground Rent Expense

The Company has leases underlying the Company’s communication sites that have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time. The Company calculates straight-line ground rent expense for these leases based on the fixed noncancelable term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears, at the inception of the lease, to be reasonably assured.

(e) General and Administrative Expense

General and administrative expense consists of Manager overhead expenses incurred in the day-to-day management of the Company, business development expenses, and bad debt expenses.

(f) Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company has an arrangement with its banking institution such that excess cash is automatically swept for investment into an overnight deposit account. The account balances at the Company’s financial institutions periodically exceed the Federal Deposit Insurance Corporation’s (FDIC) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage.

8 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(g) Restricted Cash

Restricted cash includes cash on deposit required for construction of certain operating properties and cash of $187,886, as of December 31, 2011 held by the Manager.

(h) Trade Receivables, Net

Trade receivable balances result primarily from the timing of commencement of new leases and the tenants’ accounts payable calendar. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable. In establishing the required allowance, the Company considers customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company regularly reviews its allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(i) Concentrations

Substantially all of the Company’s revenues are from two national communication companies. Revenue and receivable concentrations for these tenants as of December 31, 2011 consist of the following:

Tenant 1:
Revenues	15	%
Accounts receivable	10
Tenant 2:
Revenues	68	%
Accounts receivable	39

(j) Office Furniture and Equipment

Office furniture and equipment are recorded at cost and are presented net of accumulated depreciation in prepaid expenses and other assets. Office furniture and equipment are depreciated using the straight-line method over five years.

(k) Deferred Financing and Leasing Costs

Costs incurred in obtaining and maintaining the note payable were capitalized and are being amortized over the term of the loan agreement using the straight-line method, which is materially consistent with the effective-interest method. Additionally, costs incurred in securing the lender’s interest in each newly constructed tower site under the terms of the note payable are capitalized and are being amortized over the term of the loan agreement using the straight-line method, which is materially consistent with the effective-interest method. Leasing costs and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.

9 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(l) Investment in Unconsolidated Affiliate

The investment in unconsolidated affiliate (the Investment) relates to the Manager’s interest in M1 through its ownership interest in Partners as discussed above and is accounted for using the equity method. The Investment is increased for capital contributions and Partners’ share of M1’s net income and decreased by distributions received and Partners’ share of M1’s net losses. The Investment is allocated to the noncontrolling interest as the Company has no interest in the Manager.

(m) Operating Properties

Operating properties, consisting of tower sites, fiber-based networks, equipment, and leasehold interests are recorded at cost including capitalized construction costs. Costs for self-constructed operating properties include direct materials, labor, indirect costs, and capitalized interest. In addition, the Company capitalizes costs of certain employees of the Manager whose activities are directly related to operating property development. Betterments, renewals, and extraordinary repairs, which increase the value or extend the life of the asset, are capitalized. Repair and maintenance costs are expensed as incurred. Tower assets and network assets (fiber-based) are generally depreciated using the straight-line method over the shorter of the estimated useful life or remaining term of the underlying ground lease, including all renewals that appear at the inception of the lease to be reasonably assured. Equipment is recorded at cost and is depreciated using the straight-line method over five years. Leasehold interests, which include purchases of easements, are amortized using the straight-line method over the remaining life of the agreement. Capitalized interest is depreciated over the life of the associated asset. Construction in progress includes the cost of certain operating properties under construction.

(n) Asset Retirement Obligations

The Company records obligations associated with the retirement of long-lived assets and the associated asset retirement costs in accordance with the accounting standard for asset retirement obligations. The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are: timing of tower removals; cost of tower removals; expected inflation rates; and credit-adjusted risk-free interest rates that approximate the Company’s incremental borrowing rate. The fair value of the liability for asset retirement obligations is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability is subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and are depreciated over the useful life of the related long-lived asset.

(o) Impairment of Long-Lived Assets

Operating properties and other long-lived assets are reviewed for impairment in accordance with the accounting standard for impairment or disposal of long-lived assets. The Company evaluates the recoverability of these long-lived assets whenever adverse events or changes in business climate indicate that the carrying amount may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows to determine if impairment exists. If it is determined that impairment has occurred, the impairment loss is measured by comparing the fair value of the asset to its carrying value.

10 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

The Company evaluates the profitability of its communication sites as part of the ongoing operations of its business in order to identify any sites that may not be generating sufficient cash flow to cover the operating expenses of the site. Based on this review, there were no indicators of impairment in 2011, and no asset impairments were recorded for the year ended December 31, 2011.

(p) Fair Value Measurements

Fair value is defined as the price that would be required to sell an asset or would be paid to transfer a liability (the Exit Price) in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is established that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company calculates the fair value of financial instruments and includes this additional information in the notes to the consolidated financial statements when the fair value is different from the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.

(q) Derivative Instruments

The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. Interest rate swap and cap agreements may be purchased by the Company from third parties to manage the risk of interest rate changes on the Company’s floating-rate debt. On the date a derivative contract is entered into, the Company designates the derivative as a trading instrument and the changes in the fair value of the derivative instrument are reported as part of interest expense in the accompanying consolidated statement of operations. Payments received or paid as a result of these agreements are recorded as a reduction or increase of interest expense. The fair value of the instrument is included in prepaid expenses and other assets if the fair value is an asset or, in accounts payable and other liabilities if the fair value is a liability.

11 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(r) Income Taxes

Although the Company is not subject to federal income tax, the Company operates in certain state and local jurisdictions that assess franchise or excise taxes on the Company, rather than on its members. Those taxes are included in rental and operating expenses in the accompanying consolidated statement of operations and are not material. The Company assesses significant tax positions for all open tax years and determines whether there are any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more likely than not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for consolidated financial statement purposes). As of December 31, 2011, the Company had no liabilities for uncertain tax positions. The Company classifies interest and penalties on tax liabilities from significant uncertain tax positions as operating expense in the Company’s consolidated statement of operations. For the year ended December 31, 2011, there is no such interest or penalties. The Company’s federal income tax returns are open to examination for the 2006 through 2011 tax years.

(s) Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the United States dollar as its functional currency are translated at period-end rates of exchange, while revenues and expenses are translated at monthly weighted average rates of exchange for the year. Unrealized translation gains and losses are reported as foreign currency translation adjustments through other comprehensive income in equity if material. There were no foreign currency translation adjustments reported during the current year.

(t) Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and reported amounts of revenues and expenses. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

12 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(3) Operating Properties, Net

Operating properties as of December 31, 2011 consist of the following:

	Estimated useful lives in years
Operating properties:
Tower sites	15	$	360,630,034
Network assets	15		69,586,022
Site equipment	5		869,600
Leasehold interests	16 to 30		14,990,652
Construction in progress			15,762,378
Total operating properties			461,838,686
Accumulated depreciation and amortization			(72,272,368	)
Operating properties, net		$	389,566,318

In 2011, the Company constructed and placed in service 239 communication sites. Total costs of construction placed in service (including amounts transferred from construction in progress) amounted to $82,868,690 in 2011. Interest capitalized on projects under construction amounted to $939,951 in 2011. Operating properties depreciation and amortization expense for the year ended December 31, 2011 was $26,384,146.

(4) Deferred Financing and Leasing Costs, Net

Deferred financing and leasing costs as of December 31, 2011 consist of the following:

Deferred financing costs, net of accumulated amortization of $838,745	$	6,651,818
Deferred leasing costs, net of accumulated amortization of $682,911		3,590,721
Deferred financing and leasing costs, net	$	10,242,539

Amortization expense of deferred financing costs was $1,610,260 during 2011 and is included in interest expense in the consolidated statement of operations. Amortization expense of deferred leasing costs was $223,089 for 2011, and is included in depreciation, amortization, and accretion expense in the consolidated statement of operations.

13 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(5) Prepaid Expenses and Other Assets

Prepaid expenses and other assets as of December 31, 2011 consist of the following:

Prepaid rent	$	10,749,047
Office furniture and equipment, net of accumulated depreciation of $2,377,447		1,796,094
Prepaid salaries and wages		958,046
Deposits		156,595
Other		2,998,590
Prepaid expenses and other assets	$	16,658,372

Prepaid rent includes rental payments made in advance to certain third-party lessors. Certain of these payments were the result of lease-buyout arrangements (LBAs) and were made in advance for terms of up to 45 years. In 2011, the Company converted certain LBAs to an easement structure and reclassified $224,605 of the unamortized LBAs to leasehold interests in operating properties. The remaining payments are amortized to rent expense over the term of the LBAs. The total amount recorded as rent expense for the year ended December 31, 2011 was $128,264, and is included in ground rent expense in the consolidated statement of operations.

Depreciation expense for office furniture and equipment for the year ended December 31, 2011 was $584,516, and is included in depreciation, amortization, and accretion expense in the consolidated statement of operations.

(6) Accounts Payable and Other Liabilities

Accounts payable and other liabilities as of December 31, 2011 consist of the following:

Accounts payable	$	4,831,686
Accrued liabilities		8,633,723
Due to affiliates		154,951
Prepaid tenant rent		1,038,898
Deferred revenue		16,570,549
Asset retirement obligation		10,217,017
Construction costs payable		13,587,610
Accounts payable and other liabilities	$	55,034,434

The asset retirement obligation accretes as a result of the passage of time and the related accretion expense was $457,155 for the year ended December 31, 2011, and is included in depreciation, amortization, and accretion expense in the accompanying consolidated statement of operations. Due to affiliates includes rental payments received by the Manager for communication sites owned by M1.

14 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(7) Note Payable

On January 31, 2008, the Company obtained a $425,000,000 corporate credit facility (Credit Facility), comprised of a $375,000,000 delayed draw term loan and a $50,000,000 revolving loan. On June 16, 2011, the Company amended the loan. At the time of the amendment, the Company utilized the term Loan B facility to pay down the outstanding balance of $243,387,500 on the delayed draw term loan.

The following table summarized the key changes in terms:

	Term loan B	Delayed draw term loan	Revolving loan
Preamendment
Maturity date	N/A	January 31, 2014	January 31, 2014
Interest rate	N/A	LIBOR + 2.5%	LIBOR + 2.5%
Commitment fee rate	N/A	1.00%	1.00%
Postamendment
Maturity date	June 16, 2017	June 16, 2016	June 16, 2016
Commitment available	N/A	$145,000,000	$25,000,000
Commitment termination date	N/A	June 16, 2013	June 16, 2016
Interest rate	LIBOR + 4%	LIBOR + 3.75%	LIBOR + 3.75%
Commitment fee rate	N/A	1.25%	0.50%
Libor floor	1.50%	N/A	N/A
Principal amortization commencement	September 30, 2011	September 30, 2013	N/A
Principal amortization rate	$612,500	1.25%-3.75%	N/A
Balances as of December 31, 2011	$243,775,000	19,500,000	12,500,000
Hedging Required	Yes	Yes	No

The Company concluded that the amendment constituted a substantial modification under existing accounting literature and should be accounted for as an extinguishment of debt. As a result, the Company recognized a loss on extinguishment of $4,993,850, which represents the difference between the fair value of the amended note, including consideration and fees, and the carrying value of the original note, including related unamortized discount.

15 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

Payments of principal under the delayed draw term loan are to be made quarterly based on the stipulated rate times the total principal outstanding beginning at 1.25% in September 2013 and increasing to 2.50% in September 2014 and 3.75% in September 2015. Payments of principal under the term loan B are to be made quarterly in the amount of $612,500 beginning in September 2011. Payments of principal based on the principal outstanding as of December 31, 2011 would be made according to the following schedule:

Year ending December 31:
2012	$	1,225,000
2013		2,937,500
2014		3,912,500
2015		4,887,500
2016 and thereafter		262,812,500
Total	$	275,775,000

As of December 31, 2011, the Company had drawn $19,500,000, on the delayed draw term loan and $12,500,000 on the revolving loan. One-month LIBOR as of December 31, 2011 was equal to 0.30%. The weighted average interest rate was 4.82% for 2011. Interest payments are made in arrears on the payment date pursuant to the loan agreement. The Company is required to pay commitment fees on the aggregate portion of the unborrowed balance of the Credit Facility based on varying rates established in the agreement. The commitment fees for the year ended December 31, 2011 were $1,086,955 and are included in interest expense in the consolidated statement of operations. The Company is subject to certain restrictions and financial covenants, which require compliance with financial ratios including leverage, interest coverage, and fixed charge coverage ratios. All obligations under the loan are secured by all of the Company’s real and personal property. The fair value of the note payable is estimated using a discounted cash flow analysis with the borrowing rates available to the Company for debt instruments with similar terms. As of December 31, 2011, the fair value of the note payable approximated the carrying value of the payable of $275,775,000.

On March 2, 2009, the Company purchased an accreting interest rate swap contract, which fixed LIBOR at 1.71% and matured on February 1, 2011. The swap had an initial notional value of $11,400,000 and accreted based on a projected draw schedule up to a notional amount of $87,500,000 in the last month before termination. On August 25, 2010, the Company purchased an interest rate cap. The cap matured on September 1, 2011 and provided for a LIBOR ceiling of 5.0% with a fixed notional amount of $125,000,000 and terminates on September 1, 2011. On December 9, 2011, the Company purchased a new accreting interest rate cap, which provided for a LIBOR ceiling of 5.0% and matures on December 9, 2013. The cap had an initial notional value of $131,943,750 and accretes based on a projected draw schedule up to a notional amount of $151,988,335 in the last month before termination. The cap had a notional value of $138,014,750 as of December 31, 2011.

16 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

The following is a summary of the consolidated balance sheet and consolidated statement of operations effect of the Company’s derivative financial instruments as of and for the year ended December 31, 2011:

Derivatives not designated as hedging instruments	Balance sheet location	Fair value
Interest rate swap contracts	Accounts payable and liabilities	$	(7,133	)
Derivatives not designated as hedging instruments	Location of gain recognized in the consolidated statement of operations	Gain recognized in the consolidated statement of operations
Interest rate swap contracts	Interest expense	$	66,360

Although the Company has determined that a majority of the inputs used to value the swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the counterparty. However, as of December 31, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative instruments and has determined that the credit valuation adjustment is not significant to the overall valuation of the swaps. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The Company has not utilized any other derivative instruments during 2011.

17 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(8) Future Rental Revenues

Tenant Leases

As lessors, the Company is due to receive cash rental payments from tenants of communications sites under noncancelable lease agreements in effect as of December 31, 2011, which expire at various times throughout 2019 as follows:

Year ending December 31:
2012	$	76,076,684
2013		77,101,871
2014		72,905,028
2015		71,033,555
2016 and thereafter		199,153,053
Total	$	496,270,191

The Company’s tenant leases provide for annual escalations and multiple renewal periods, at the tenant’s option. The tenant rental payments included in the table above do not assume exercise of tenant renewal options.

(9) Commitments and Contingencies

(a) Operating Leases

Future minimum rental payments under noncancelable ground leases include payments for certain renewal periods at the Company’s option because failure to renew could result in a loss of the applicable tower site and related revenues from tenant leases, thereby making it reasonably assured that the Company will renew the lease. The Company’s future minimum payments as of December 31, 2011 are as follows:

Year ending December 31:
2012	$	19,095,581
2013		20,185,105
2014		21,530,101
2015		22,460,102
2016 and thereafter		215,854,532
Total	$	299,125,421

18 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

The Manager is obligated under noncancelable operating leases for office space of its corporate headquarters and other regional office locations with terms that expire at various times throughout 2014. Occupancy expense under these office leases for the year ended December 31, 2011 was $975,716. The Manager’s future minimum cash lease payment commitments under these office leases at December 31, 2011 are as follows:

Year ending December 31:
2012	$	883,345
2013		724,656
2014		65,033
	$	1,673,034

(b) Legal Matters

As of December 31, 2011, the Company is not involved in any significant litigation and has no knowledge of any pending litigation or unasserted claims that will have a material adverse effect on its business, financial condition, results of operations, or liquidity.

(10) Employee Retirement Plan

Effective January 1, 2006, the Manager established a 401(k) plan that covers all its employees. Discretionary contributions, if awarded, vest over a five-year period based on a tiered schedule for years of service and hours worked. To participate in the plan, employees must be at least 21 years old. On January 1, 2009, the plan was amended and the Manager now contributes an amount equal to hundred percent (100%) of each employee’s contributions up to three percent (3%) of their compensation plus fifty percent (50%) of each employee’s contributions between three percent (3%) and five percent (5%) of their compensation.

All safe harbor contributions shall at all times be nonforfeitable and subject to IRC 401(k) distribution requirements. For the year ended December 31, 2011, employees earned $315,010, under these safe harbor provisions. As of December 31, 2011, the Manager had not made any additional discretionary profit sharing contributions or discretionary match contributions.

(11) Related-Party Transactions

(a) Affiliate Note Receivable

Upon formation of the Company on January 26, 2007, the Company distributed $4,500,000 to Gary Jabara and Mark Askelson in exchange for notes receivable bearing interest at an annual rate of 5.13%. The notes are secured by Mr. Jabara’s interest in the Company and Mr. Jabara and Mr. Askelson’s interests in M1. The notes are due to be repaid upon the earlier to occur of the initial public offering of the Company, the sale of substantially all of the assets of the Company or all of the membership interests of the Company, or the fifth anniversary from January 26, 2007. The notes and accrued interest are presented as an advance in the consolidated statement of equity. Accrued interest on the notes receivable totaled $1,138,438 as of December 31, 2011. The note receivable and accrued interests on the receivable were paid off on April 2, 2012.

19 (Continued)

MOBILITIE INVESTMENTS II, LLC

AND AFFILIATE

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2011

(b) Affiliate Financing Transaction Fees

On March 3, 2008, the Company amended the operating agreement to allow for a transaction fee to be paid to Partners II in an amount equal to 0.05% of the proceeds received from all debt financing raised by the Company. On March 6, 2008, in connection with this agreement, the Company advanced Partners II $2,025,000 for the transaction fee expected to be earned under the Credit Facility. The transaction fee advance will be earned as amounts are drawn and will be refundable to the Company to the extent draws under the Credit Facility cease to be available. For the year ended December 31, 2011, Partners II earned $379,330, of the transaction fee associated with the Company’s draws under the Credit Facility, which was capitalized as a deferred financing cost. The remaining balance of the advance is presented as a reduction to equity in the consolidated statement of equity. The remaining balance of the unearned fees was refunded on April 2, 2012.

(c) Management Fees

The Manager incurred and was entitled to reimbursement of fees for managing M1, totaling $4,142,534 for the year ended December 31, 2011.

(12) Subsequent Events

(a) Sale of the Company

On February 18, 2012, the Company entered into a Purchase and Sale Agreement (Purchase Agreement) with SBA Communications Corporation (SBA), Monarch Towers Acquisition, LLC, a wholly owned subsidiary of SBA (the Buyer), Mobilitie Investments, LLC (M1), MPGJ-I, LLC (MPGJ I), MPMA-I, LLC (MPMA I), MPGJ-II, LLC (MPGJ II, and together with the Company, M1, MPGJ I and MPMA I, the Mobilitie Companies), Mobilitie Partners, LLC, Mobilitie Partners II, LLC, Mobilitie, LLC, Mobilitie Holdings, LLC, Mobilitie Holdings II, LLC, and Orlin Properties, LLC (the Sellers). Pursuant to the Purchase Agreement, the Buyer was to acquire the Mobilitie Companies from the Sellers. The acquisition was completed on April 2, 2012. The affiliate note receivable, affiliate financing transaction fees, and all remaining loans outstanding were paid off in conjunction with this transaction.

(b) Subsequent Events

The Company has evaluated subsequent events through May 4, 2012, which is the date these consolidated financial statements were issued. All subsequent events requiring recognition as of December 31, 2011 have been incorporated into the consolidated financial statements herein.

20

EX-99.3

Exhibit 99.3

SBA COMMUNICATIONS CORPORATION AND MOBILITIE INVESTMENTS, LLC, MOBILITIE INVESTMENTS II, LLC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined balance sheet as of December 31, 2011 combines the historical consolidated balance sheets of SBA Communications Corporation (“SBA”) and Mobilitie Investments, LLC (“M1”) and Mobilitie Investments II, LLC (“M2”), together (“M1/M2”) giving effect to the acquisition of M1/M2 by SBA, as if it had occurred on December 31, 2011. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2011 combine the historical consolidated statements of operations of SBA and M1/M2, giving effect to the acquisition as if it had occurred on January 1, 2011. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the:

• separate historical financial statements of SBA as of and for the year ended December 31, 2011 and the related notes included in SBA’s Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference into this 8-K filing;

• separate historical financial statements of M1 /M2 as of and for the year ended December 31, 2011 and the related notes are included within this 8-K filing;

• excluded from the M1/M2 historical financial statements is the historical financial activity of the management company that is consolidated with the accounts of M2 and which is not part of the acquired entity, as of December 31, 2011 and for the year ended thereof. Such excluded activity is denoted by the caption, ‘Excluded LLC’ within the pro forma financial statements;

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between SBA and M1/M2 during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles (“GAAP standards”), which are subject to change and interpretation. SBA has been treated as the acquirer in the acquisition for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments included herein are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information, and may be revised as additional information becomes available and as additional analyses are performed. Differences between the preliminary estimates reflected in these unaudited pro forma condensed combined financial statements and the final acquisition accounting will likely occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

Also, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition, the costs to integrate the operations of SBA and M1/M2 or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2011

(In thousands)

	SBA			M1		M2		Excluded LLC			Excluded Assets			M1/M2 Adjusted		Acquisition Adjustments			Other Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents		47,316			10,552		5,547		(188	)		—			15,911		—			(15,790	)(c)	$	47,437
Restricted cash		22,266			—		609		(391	)		—			218		—			—			22,484
Short term investments		5,773			—		—		—			—			—		—			—			5,773
Accounts receivable, net of allowance		22,100			2,749		10,546		(2,260	)		—			11,035		—			—			33,135
Costs and estimated earnings in excess of billings on uncompleted contracts		17,655			—		—		—			—			—		—			—			17,655
Prepaid and other current assets		14,246			146		5,909		(1,733	)		—			4,322		—			—			18,568
Total current assets		129,356			13,447		22,611		(4,572	)		—			31,486					(15,790	)		145,052
Property and equipment, net		1,583,393			83,972		389,566		—			(8,858	)(b1)		464,680		109,320	(b1)(c5)		—			2,157,393
Intangible assets, net		1,639,784			—		—		—			—			—		543,773	(c7)		—			2,183,557
Deferred financing fees, net		42,064			1,664		10,243		—			—			11,907		(11,907	)(b1)		5,500	(c2)		47,564
Other assets		211,802			7,305		30,464		(1,997	)		—			35,772		(23,378	)(c13)(b1)		—			224,196
Total assets		3,606,399			106,388		452,884		(6,569	)		(8,858	)		543,845		617,808			(10,290	)		4,757,762
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		12,755			2,072		28,247		(5,427	)		—			24,892		—			—		$	37,647
Accrued expenses		23,746			—		—		—			—			—		—			—			23,746
Current maturities of long-term debt		5,000			—		1,225		—			—			1,225		(1,225	)(c8)					5,000
Deferred revenue		49,779			—		—		—			—			—		—			—			49,779
Accrued interest		32,351			109		223		—			—			332		—			—			32,683
Other current liabilities		3,250			—		—		—			6,904	(b1)		6,904		—			—			10,154
Total current liabilities		126,881			2,181		29,695		(5,427	)		6,904			33,353		(1,225	)		—			159,009
Long term liabilities:
Long term debt		3,349,485			45,494		274,550		—			—			320,044		528,280	(a1)(c8)		—			4,197,809
Other long-term liabilities		129,282			4,471		39,427		—			—			43,898		(26,037	)(c13)(b1)(c5)		—			147,143
Total long term liabilities		3,478,767			49,965		313,977		—			—			363,942		502,243			—			4,344,952
Commitments and contingencies
Redeemable noncontrolling interest		12,064			—		—		—			—			—		—			—			12,064
Shareholders’ equity (deficit):
Preferred stock-par value $.01, 30,000 shares authorized, no shares issued or outstanding		—			—		—		—			—			—		—			—			—
Common stock-Class A, par value $.01, 400,000 shares authorized 109,675 and 114,832 shares issued and outstanding at December 31, 2011 and 2010, respectively		1,097			—		—		—			—			—		53	(c9)		—			1,150
Additional paid-in capital		2,268,244			54,242		108,072		(743	)		(15,762	)(b1)		145,809		117,478	(c10)		—			2,531,531
Accumulated deficit		(2,281,139	)		—		—		—						—					(10,290	)(c)		(2,291,429	)
Noncontrolling interest		—			—		1,140		(399	)		—			741		(741	)(c11)		—			—
Accumulated other comprehensive income		485			—		—		—			—			—		—			—			485
Total shareholders’ equity (deficit)		(11,313	)		54,242		109,212		(1,142	)		(15,762	)		146,550		116,790			(10,290	)		241,737
Total liabilities and shareholders' equity		3,606,399			106,388		452,884		(6,569	)		(8,858	)		543,845		617,808			(10,290	)		4,757,762

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

for the year ended December 31, 2011

(In thousands, except per share data)

	SBA			M1			M2			Excluded LLC			M1/M2 Adjusted			Pro Forma Adjustments			Pro Forma Combined
Revenues:
Site leasing	$	616,294		$	25,908		$	80,100		$	—		$	106,008			—		$	722,302
Site development		81,876			—			—			—			—			—			81,876
Management fee		—			—			4,143			(4,143	)		—			—			—
Total revenues		698,170			25,908			84,243			(4,143	)		106,008			—			804,178
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		131,916			7,032			31,858			—			38,890			—			170,806
Cost of site development		71,005			—			—			—			—			—			71,005
Selling, general and administrative		62,828						16,806			(571	)		16,235			3,831			82,894
Management fee					3,831			4,143			(4,143	)		3,831			(3,831	)		—
Acquisition related expenses		7,144			—			—			—			—			10,290	(c)		17,434
Asset impairment		5,472			—			—			—			—			—			5,472
Depreciation, accretion and amortization		309,146			9,136			27,649			—			36,785			38,499	(c4)(c5)		384,430
Total operating expenses		587,511			19,999			80,456			(4,714	)		95,741			48,789			732,041
Operating income (loss) from continuing operations		110,659			5,909			3,787			571			10,267			(48,789	)		72,137
Other income (expense):
Interest income		136			5			10			—			15			—			151
Interest expense		(160,896	)		(1,501	)		(12,862	)		—			(14,363	)		(9,008	)(c1)		(184,267	)
Non-cash interest expense		(63,629	)		—			—			—			—			—			(63,629	)
Amortization of deferred financing fees		(9,188	)		—			—			—			—			(5,500	)(c2)(c3)		(14,688	)
Loss from extinguishment of debt, net		(1,696	)		—			(4,994	)		—			(4,994	)		4,994	(c1)		(1,696	)
Other (expense) income		(165	)		—			393			(162	)		231			—			66
Total other expense		(235,438	)		(1,496	)		(17,453	)		(162	)		(19,111	)		(9,514	)		(264,063	)
(Loss) income before provision for income taxes		(124,779	)		4,414			(13,666	)		409			(8,843	)		(58,303	)		(191,926	)
Provision for income taxes		(2,113	)		—			—			—			—			(120	)(c6)		(2,233	)
Net (loss) income		(126,892	)		4,414			(13,666	)		409			(8,843	)		(58,423	)		(194,159	)
Net loss (income) attributable to the noncontrolling interest		436			—			411			32			443			(443	)		436
Net loss attributable to SBA Communications Corporation	$	(126,456	)	$	4,414		$	(13,255	)	$	441		$	(8,400	)	$	(58,866	)	$	(193,723	)
Net loss per common share attributable to SBA Communications Corporation:
Basic and diluted	$	(1.13	)																$	(1.66	)
Basic and diluted weighted average number of common shares		111,595			—			—			—			—			5,250	(a1)		116,845

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of Transaction

On April 2, 2012, SBA, through its wholly-owned subsidiary SBA Monarch Acquisition, LLC (“SBA Monarch”), completed the acquisition of the equity interests of specified entities that were affiliates of Mobilitie LLC (the “Mobilitie Acquisition”). As of April 2, 2012, these entities owned 2,275 towers with an additional 42 towers in development in the US and Central America and also owned indoor and outdoor distributed antenna system (DAS) assets in Chicago, Las Vegas, New York City and Auburn, Alabama. The total consideration paid by SBA in the Mobilitie Acquisition was (i) $850.0 million in cash and (ii) 5,250,000 newly issued shares of the SBA’s Class A common stock.

Simultaneous with the closing of the Mobilitie Acquisition, SBA Monarch entered into a credit agreement among SBA Monarch, as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Barclays Bank PLC, as joint lead arrangers and bookrunners (the “Bridge Loan Credit Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the “bridge loan”). The bridge loan will mature on April 1, 2013. Amounts borrowed under the Bridge Loan Credit Agreement are secured by a first lien on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Monarch and SBA Monarch’s subsidiaries (the assets acquired in the Mobilitie Acquisition), and a pledge of Telecommunications’ interests in SBA Monarch. The bridge loan bears interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranges from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranges from 3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement). As of April 30, 2012, the bridge loan bears interest at the Eurodollar Rate plus 3.5% (currently 3.74%). The Bridge Loan Credit Agreement also contains customary affirmative and negative covenants.

The proceeds from the bridge loan and borrowings under the Revolving Credit Facility were used to fund the cash consideration paid in the Mobilitie acquisition and to pay related fees and expenses. Any principal of the bridge loan which has not been prepaid will be repaid on the maturity date. SBA Monarch has the ability to prepay any or all amounts under the bridge loan without premium or penalty.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared under existing U.S. GAAP standards, which are subject to change and interpretation. The accompanying unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of SBA would have been had the M1/M2 purchase occurred on the date assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The unaudited pro forma condensed combined financial statements do not include the realization of cost savings from operating efficiencies or restructuring costs anticipated to result from the M1/M2 purchase. The unaudited pro forma condensed combined financial statements should be read in conjunction with the separate historical consolidated financial statements and accompanying notes of SBA that are incorporated by reference in this 8-K filing and of M1/M2 that are included within this 8-K filing. Certain reclassifications have been made to the historical presentation of M1/M2 to conform to the presentation used in the unaudited pro forma condensed consolidated balance sheet and relate primarily to deferred contract costs, deferred contract revenues and advanced billings to client. Certain reclassifications have been made to the historical presentation of M1/M2 to conform to the presentation used in the unaudited pro forma condensed combined statements of operations primarily related to revenues, selling, general and administrative expenses and reimbursable expenses.

The historical statements of operations for M1/M2 are presented for the year ended December 31, 2011.

As of the date of this 8-K filing, SBA has not performed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the M1/M2’s assets acquired and the M1/M2 liabilities assumed and the related allocations of purchase price, nor has it identified the adjustments necessary, if any, to conform M1/M2’s accounting policies to SBA’s accounting policies. However, as indicated in Note 5 to the unaudited pro forma condensed combined financial statements, SBA has made certain adjustments to the December 31, 2011 historical book values of the assets and liabilities of M1/M2 to reflect certain preliminary estimates of the fair values necessary to prepare the unaudited pro forma condensed combined financial statements. Any excess purchase price over the historical net assets of M1/M2, as adjusted to reflect estimated fair values, has been recorded as goodwill. Actual results may differ from these unaudited pro forma condensed combined financial statements once SBA has determined the final purchase price for M1/M2 and has completed the valuation studies necessary to finalize the required purchase price allocations and identified any necessary conforming accounting policies. The determination of the final purchase price allocations can be highly subjective and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternatives estimated amounts.

SBA is still in the process of completing this review for other intangibles such as favorable/unfavorable contracts and favorable/unfavorable real estate leases. The company anticipates that there will be unfavorable real estate leases and is in the process of working with a specialist to identify these leases and the related impact on the pro forma condensed combined financial statements. There can be no assurance that such finalization will not result in material changes.

The acquisition will be accounted for as an acquisition in accordance with the guidance related to business combinations. This guidance requires that all transaction and restructuring costs related to business combinations be expensed as incurred, and it requires that changes in deferred tax asset valuation allowances and liabilities for tax uncertainties subsequent to the acquisition date that do not meet certain re-measurement criteria be recorded in the income statement, among other changes. Under the acquisition method, the total estimated acquisition price (consideration transferred) as described in Note 4 to the unaudited pro forma condensed combined financial information was measured at the closing date of the acquisition using the market price at that time. The accounting guidance also requires that acquisition related transaction costs (i.e. advisory, legal, valuation, other professional fees) are not included as a component of the consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition related transaction costs expected to be incurred by SBA are estimated to be approximately $10.3 million and are reflected in these unaudited pro forma condensed combined financial statements as a reduction of cash and an increase to accumulated deficit.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

3. Accounting Policies

SBA will continue to review M1/M2’s accounting policies. As a result of the ongoing review, SBA may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements. At this time, SBA is not aware of any differences that would have a material impact on the combined financial statements. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

4. Estimate of Consideration Expected to be Transferred

The following is a preliminary estimate of the consideration to be transferred to effect the transaction:

	Common Shares (stated value $.01 share)		Capital in Excess of Par Value		Total
Issuance of SBA Class A common stock to MI				(c10)
shareholders (5.25 million shares at $50.16)	$	53	$	263,288	$	263,341
(a1)    Issuance of debt to finance transaction:
Bridge Loan						400,000
Revolving credit facility						448,324
Total consideration					$	1,111,665
Plus: Contingent consideration						6,904
Total Consideration					$	1,118,569

The purchase price is approximately $1.1 billion, consisting of $848.3 million of cash and the issuance of 5.25 million shares of SBA common stock. SBA is not offering any type of options to M1/M2 members. As a result of the transaction, $321.3 million in pre-existing M1/M2 long-term debt was paid off with the proceeds received by SBA. Therefore, no debt was assumed by SBA as a result of the transaction.

5. Estimate of Assets to be Acquired and Liabilities to be Assumed

A preliminary estimate of the assets to be acquired and the liabilities to be assumed by SBA in the acquisition, reconciled to the estimate of consideration expected to be transferred is provided below. The final valuation of net assets acquired is expected to be completed as soon as possible after the acquisition date.

(b1)    Book value of net assets acquired at December 31, 2011	$	163,455
Adjusted for:
Exclusion of LLC		(1,142	)
Exclusion of Towers - CIP		(15,762	)
Adjusted book value of net assets acquired	$	146,551
Adjusted to:
Adjustment to fair value property and equipment		109,320
Inclusion of Towers - CIP selected for purchase by SBA		6,904
Adjustment to fair value of intangible assets related to customer relationships and network location (b2)		543,773
ARO liability		11,298
Deferred rent asset		(23,378	)
Deferred rent liability		14,739
Deferred financing cost - long term		(11,907	)
Estimate of consideration expected to be transferred	$	797,300
Debt paid at closing		321,269
Total consideration	$	1,118,569

At the date of acquisition, both SBA and M1/M2 agreed to exclude certain Towers - CIP assets from the group of purchased assets as such assets were not completed. Of the $15.8 million in Towers - CIP as of December 31, 2011, SBA selected $6.9 million of those towers to remain included within the purchased assets, cash consideration for which was not exchanged at acquisition and therefore represents a liability post-acquisition until the towers are completed and transferred to SBA. The $6.9 million in Towers - CIP assets is presented within property and equipment, net and other current liabilities in the unaudited pro forma condensed combined balance sheet. The remaining $8.9 million in CIP Towers was excluded from the purchased assets for this acquisition.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(b2) The components of the estimated fair value of acquired identifiable intangible assets are as follows:

(in millions)	Estimated Fair Value		Estimated Useful Lives (Years)
Customer Relationship	$	443,573		15
Network Locations		100,200		15
Total	$	543,773

As of the effective time of the merger, identifiable intangible assets are required to be measured at fair value and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that all assets will be used and that all assets will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any market participant synergies will be achieved. The consideration of synergies has been excluded because they are not considered to be factually supportable, which is a required condition for these pro forma adjustments.

For purposes of the preliminary allocation, SBA has estimated a fair value for M1/M2’s intangible asset related to customer relationships and network locations based on the net present value of the projected income stream of those intangible assets. The fair value adjustment is being amortized over an estimated useful life of 15 years.

(b3) Adjustment to record the differences between the preliminary fair values and the historical carrying amounts of M1/M2’s deferred revenues including the elimination of deferred revenue balances where no future performance obligation existed. The preliminary fair values represent amounts equivalent to the estimated costs plus an appropriate profit margin to fulfill the obligations assumed for deferred revenue. The estimated amounts presented for purposes of the unaudited pro forma condensed combined balance sheet are based upon the deferred revenue balances of M1/M2 as of December 31, 2011.

6. Pro Forma Adjustments

This note should be read in conjunction with Note 1. Description of Transaction; Note 2. Basis of Presentation; Note 4. Estimate of Consideration Expected to be Transferred; and Note 5. Estimate of Assets to be Acquired and Liabilities to be Assumed. Adjustments included in the column under the heading “Pro Forma Adjustments”, “Acquisition Adjustments”, and “Debt Issuance Adjustments” represent the following:

(c) To record the cash used in the acquisition excluding the cash portion of acquisition purchase price and to record estimated payments which are estimated to be $15.8 million and are assumed to be made on or before the acquisition including $5.5 million of fees associated with the bridge loan and $10.3 million for advisory, legal, regulatory and valuation costs associated with the transaction. These costs are expected to be incurred by SBA and are reflected in the unaudited pro forma condensed combined financial statements as a reduction to cash and retained earnings and SBA views these expenses as non recurring.

(c1) On April 2, 2012, SBA entered into a $400 million bridge term facility with certain lenders in connection with the financing of a portion of the purchase consideration expected to be transferred in the acquisition. The bridge term facility has a term of 364 days from the effective time of the merger and provides SBA with unsecured financing in a total principal amount up to $400 million. The bridge term facility is expected to be refinanced using proceeds obtained through permanent financing from issuances of SBA debt and/or tower asset sales. For purposes of the unaudited pro forma condensed combined balance sheet, SBA has assumed that it would borrow $400 million available under the bridge term facility to partially fund the acquisition. In the unaudited pro forma condensed combined balance sheet, the borrowings under the bridge term facility are presented as long-term debt under the assumption that SBA has the intent and ability to replace the bridge term facility with permanent, long-term debt financing. In addition, to fund the remaining cash promised for consideration, SBA drew down $448 million from its pre-existing revolving credit facility.

SBA estimates additional interest expense of $9 million in 2011 associated with the incremental debt SBA will issue in connection with the acquisition after retiring M1/M2 existing debt. In addition, $5.0 million of the write off of deferred financing fees was incurred as a cost of retiring M1/M2 debt.

• Additional interest expense of approximately $15 million in 2011 based on a $400 million bridge loan facility that SBA will issue to partially fund the acquisition. The debt security accrues interest at LIBOR + 3.5% and has a one year maturity. For purposes of the pro forma condensed combined income statement we used LIBOR rate of .24125%. For the purposes of the pro forma condensed combined income statement, it has been assumed the company will draw down on its $500 million revolving credit facility and therefore will incur additional expense of approximately $8.4 million in 2011 with an interest rate of 2.13% and a June 30, 2016 maturity date. This interest expense total of $23.4 million will be offset by the elimination of M1/M2’s interest expense of $14.4 million in 2011 due to the retirement of M1/M2’s outstanding debt.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The impact to deferred financing costs, interest expense and equity are summarized below.

(c2) Net deferred financing fees associated with the $400 million bridge loan will increase by $5.5 million at December 31, 2011. However, to appropriately reflect the amortization of the newly incurred deferred financing fees, $5.5 million will be recorded to amortization expense for the period ended December 31, 2011.

(c3)    Amortization of bridge loan facility financing costs into interest expense	$	5,500
Amortization of revolving credit facility financing costs into interest expense		—
Prepayment penalty / “make whole” provision to retire the term notes		—
Equity effect of the loss on extinguishment of debt, financing fees, and transaction costs	$	5,500

Total advisory, legal, regulatory and valuation costs expected to be incurred by SBA are estimated to be approximately $10.3 million, and are reflected in these unaudited pro forma condensed combined financial statements as a reduction to cash and retained earnings and SBA views these expenses as non recurring.

(c4) The unaudited pro forma condensed combined statements of operations have been adjusted to reflect the adjustments to M1/M2’s acquired assets.

	12 months ending Dec 31, 2011
The elimination of M1/M2’s historical asset depreciation and amortization, including amortization of deferred contract revenues and cost	$	(36,188	)
The increase in depreciation and amortization expense resulting from the fair value adjustments.		75,206
	$	39,018

(c5) The unaudited pro forma condensed combined statements of operations have been adjusted to reflect the adjustments to M1/M2’s asset retirement obligation (ARO). The ARO asset and liability amounts, along with the corresponding income statement impact, have been adjusted for via an ARO conformity adjustment, conforming the former M1/M2 ARO balances to SBA’s ARO accounting policy.

	12 months ending Dec 31, 2011
The elimination of M1/M2’s ARO liability accretion expense	$	(597	)
The increase in accretion expense resulting from the ARO conformity adjustment.		78
	$	(519	)
	12 months ending Dec 31, 2011
The elimination of M1/M2’s ARO liability balance	$	(12,589	)
ARO liability balance resulting from ARO conformity adjustment		1,290
	$	(11,298	)

In accordance with Section 2.4(b) of the purchase agreement, SBA’s acquisition of M1/M2 has been designated as an asset purchase. Therefore, the appropriate tax treatment for this transaction has no impact on deferred taxes and will not result in a deferred tax asset or liability.

(c6) To record estimated tax impact of the acquisition on the income statement related to the pro forma adjustments. SBA has assumed a 1.7% combined statutory federal and state tax rate when estimating the tax effects of the adjustments to the income statement.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(c7) To adjust intangible assets to an estimate of fair value, as follows:

US$ in thousands
Eliminate M1/M2’s historical intangible assets	$	—
Estimated fair value of intangible assets acquired		543,773
Total	$	543,773

(c8) Upon acquisition, the entire pre-existing M1/M2 debt balance was paid off using transaction proceeds, therefore no M1/M2 debt was actually assumed by SBA as a reuslt of the transaction. To adjust debt as follows:

US$ in thousands
Eliminate M1/M2’s historical current debt	$	(1,225	)
Eliminate M1/M2’s historical long-term debt		(320,044	)
Retirement of accrued interest		—
Total	$	(321,269	)

(c9) To record the stock portion of the transaction consideration, at par, and to eliminate M1/M2 common stock, at par, as follows:

US$ in thousands
Eliminate M1/M2’s common stock	$	—
Issuance of SBA common stock		53
Total	$	53

(c10) To record the stock portion of the transaction consideration, at fair value less par, and to eliminate M1/M2 additional paid in capital, as follows:

US$ in thousands
Eliminate M1/M2’s equity	$	(162,314	)
Exclusion of LLC		743
Exclusion of Towers - CIP		15,762
Adjusted M1/M2 common stock to be eliminated	$	(145,809	)
Issuance of SBA common stock		263,288
Total	$	117,478

(c11) To eliminate the M1/M2 redeemable noncontrolling interest, as follows:

US$ in thousands
Noncontrolling interest	$	741
Total	$	741

(c12) To eliminate M1/M2’s retained earnings, and to record estimated non-recurring acquisition and prepayment-related costs of SBA, as follows:

US$ in thousands
Estimated acquisition related expenses	$	(10,290	)
Total	$	(10,290	)

(c13) To eliminate all deferred rent assets and liabilities previously recorded by M1/M2 in accordance with ASC 840. Deferred rent accounts in accordance with ASC 840 will reset to zero as a result of SBA’s acquisition of M1/M2 and recording of new deferred rent will be recorded prospectively by SBA in its consolidated financial statements.

US$ in thousands
Deferred rent asset	$	(23,378	)
Deferred rent liability	$	14,739

(c14) To reclassify management fee of $3,831 recorded by M1/M2 to selling, general and administrative expenses (SG&A). The management fee is representative of the amount of SG&A costs that would have been incurred if M1 were operated independently

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

7. Forward-looking Statements

These Unaudited Pro Forma Condensed Combined Financial Statements may be deemed to be forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and similar expressions. Such statements may include, but are not limited to, statements about the benefits of the acquisition of M1/M2 by SBA, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are based largely on management’s expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Neither SBA nor M1/M2 undertake any obligation to update publicly or revise any forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from SBA’s acquisition of M1/M2 will not be realized, or will not be realized within the expected time period, due to, among other things, the impact of industry regulation and pending legislation that could affect the respective industry; the risk that the businesses will not be integrated successfully; disruption from the acquisition making it more difficult to maintain business and operational relationships; SBA’s and M1/M2’s ability to accurately predict future market conditions; and the exposure to litigation and/or regulatory actions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in SBA’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2011, included in the “Risk Factors” section of each of this filing, and SBA’s other filings with the SEC available at the SEC’s Internet site (http://www.sec.gov).