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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~126,417,771~~127,597,366 shares of Class A common stock outstanding as of ~~October 31, 2012.~~May 6, 2013.


	September 30, 2012			December 31, 2011			March 31, 2013			December 31, 2012
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,441,045		$	47,316		$	122,230		$	233,099
Restricted cash		22,696			22,266			26,880			27,708
Short term investments		5,505			5,773
Accounts receivable, net of allowance of $222 and $135 at September 30, 2012 and December 31, 2011, respectively		35,075			22,100
Short-term investments								4,166			5,471
Accounts receivable, net of allowance of $355 and $246 at March 31, 2013 and December 31, 2012, respectively								49,463			39,099
Costs and estimated earnings in excess of billings on uncompleted contracts		19,896			17,655			26,878			23,644
Prepaid and other current assets		26,963			14,246			40,327			39,542
Assets held for sale		5,700			—

Total current assets		1,556,880			129,356			269,944			368,563

Property and equipment, net		2,052,069			1,583,393			2,655,409			2,671,317
Intangible assets, net		2,100,614			1,639,784			3,085,459			3,134,133
Deferred financing fees, net		68,432			42,064			63,564			66,324
Other assets		305,296			211,802			375,509			355,280

Total assets	$	6,083,291		$	3,606,399
Total Assets							$	6,449,885		$	6,595,617


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	529,595		$	5,000		$	478,454		$	475,351
Accounts payable		19,863			12,755			22,714			27,694
Accrued expenses		39,638			23,746			39,413			42,052
Deferred revenue		58,581			49,779			72,148			76,668
Accrued interest		35,007			32,351			44,140			46,233
Other current liabilities		6,066			3,250			18,269			195,690

Total current liabilities		688,750			126,881			675,138			863,688


Long-term liabilities:
Long-term debt		4,776,439			3,349,485			4,885,339			4,880,752
Other long-term liabilities		165,760			129,282			192,763			186,475

Total long-term liabilities		4,942,199			3,478,767			5,078,102			5,067,227


Commitments and contingencies

Redeemable noncontrolling interests		11,808			12,064
Redeemable noncontrolling interest								—			11,711

Shareholders’ equity (deficit):
Common stock - Class A, par value $0.01, 400,000 shares authorized, 121,809 and 109,675 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		1,218			1,097
Additional paid-in capital		2,847,069			2,268,244
Stockholders’ equity (deficit):
Common stock - Class A, par value $0.01, 400,000 shares authorized, 127,300 and 126,933 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively								1,273			1,269
Additional paid -in capital								3,175,579			3,111,107
Accumulated deficit		(2,409,687	)		(2,281,139	)		(2,484,552	)		(2,462,176	)
Accumulated other comprehensive income, net		1,934			485			4,345			2,791

Total shareholders’ equity (deficit)		440,534			(11,313	)
Total shareholders’ equity								696,645			652,991

Total liabilities and shareholders’ equity (deficit)	$	6,083,291		$	3,606,399
Total liabilities and shareholders’ equity							$	6,449,885		$	6,595,617

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


													For the three months
	For the three months ended September 30,						For the nine months ended September 30,						ended March 31,
	2012			2011			2012			2011			2013			2012

Revenues:
Site leasing	$	208,828		$	154,514		$	585,332		$	451,171		$	273,504		$	172,923
Site development		29,778			21,035			74,911			63,180			39,567			19,567

Total revenues		238,606			175,549			660,243			514,351			313,071			192,490

Operating expenses:

Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		46,621			33,932			126,787			98,031			68,101			35,407
Cost of site development		25,062			17,915			63,294			54,627			32,594			16,786
Selling, general and administrative		17,565			15,415			52,524			47,031			20,431			17,215
Asset impairment		1,560			1,106			2,555			1,402
Asset impairment and decommission costs														3,722			349
Acquisition related expenses		5,715			1,474			21,875			4,876			5,822			344
Depreciation, accretion and amortization		101,012			78,136			277,110			229,705
Depreciation, accretion, and amortization														125,636			82,100

Total operating expenses		197,535			147,978			544,145			435,672			256,306			152,201


Operating income		41,071			27,571			116,098			78,679			56,765			40,289


Other income (expense):
Interest income		335			38			419			97			641			47
Interest expense		(50,578	)		(42,307	)		(136,728	)		(118,616	)		(59,465	)		(42,248	)
Non-cash interest expense		(17,874	)		(16,089	)		(52,281	)		(47,095	)		(17,364	)		(16,991	)
Amortization of deferred financing fees		(3,199	)		(2,381	)		(9,293	)		(6,781	)		(3,604	)		(2,433	)
Loss from extinguishment of debt, net		(22,643	)		—			(49,792	)		(1,696	)		(142	)		—
Other income (expense), net		249			122			5,233			(527	)
Other income														152			12

Total other expense, net		(93,710	)		(60,617	)		(242,442	)		(174,618	)
Total other expense														(79,782	)		(61,613	)

Loss from continuing operations before provision for income taxes		(52,639	)		(33,046	)		(126,344	)		(95,939	)
Provision for income taxes		(1,029	)		(391	)		(4,809	)		(1,784	)

Loss from continuing operations		(53,668	)		(33,437	)		(131,153	)		(97,723	)
Income from discontinued operations, net of income taxes		969			—			2,349			—
Loss before provision for income taxes														(23,017	)		(21,324	)
Benefit (provision) for income taxes														641			(1,327	)

Net loss		(52,699	)		(33,437	)		(128,804	)		(97,723	)		(22,376	)		(22,651	)

Less: Net loss attributable to the noncontrolling interest		254			132			256			348
Net loss (income) attributable to the noncontrolling interest														—			20

Net loss attributable to SBA Communications Corporation	$	(52,445	)	$	(33,305	)	$	(128,548	)	$	(97,375	)	$	(22,376	)	$	(22,631	)


Basic and diluted per common share amounts:
Loss from continuing operations	$	(0.44	)	$	(0.30	)	$	(1.11	)	$	(0.87	)
Income from discontinued operations		0.01			—			0.02			—

Net loss per common share	$	(0.43	)	$	(0.30	)	$	(1.09	)	$	(0.87	)
Net loss per common share attributable to SBA Communications Corporation:
Basic and diluted													$	(0.18	)	$	(0.20	)

Basic and diluted weighted average number of common shares		121,689			110,232			118,159			112,309			127,057			111,431

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

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

~~(continued)~~


	For the three months
	ended March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(22,376	)	$	(22,651	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion and amortization		125,636			82,100
Non-cash interest expense		17,364			16,991
Deferred income tax expense (benefit)		(1,802	)		17
Non-cash asset impairment and decommission costs		2,892			349
Non-cash compensation expense		3,874			3,057
Provision for doubtful accounts		168			149
Amortization of deferred financing fees		3,604			2,433
Loss from extinguishment of debt, net		142			—
Other non-cash items reflected in the Statements of Operations		(615	)		(83	)
Changes in operating assets and liabilities, net of acquisitions:					—
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net		(13,688	)		(1,259	)
Prepaid and other assets		(18,434	)		(10,143	)
Accounts payable and accrued expenses		213			(3,293	)
Accrued interest		(2,094	)		(7,681	)
Other liabilities		(656	)		6,054

Net cash provided by operating activities		94,228			66,040

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and related earn-outs		(209,542	)		(51,148	)
Capital expenditures		(36,423	)		(24,852	)
Other investing activities		1,308			110

Net cash used in investing activities		(244,657	)		(75,890	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		—			283,902
Borrowings under Revolving Credit Facility		—			200,000
Principal payments under capital lease obligations		(395	)		(291	)
Repayment of Term Loans		(4,500	)		(1,250	)
Proceeds from employee stock purchase/stock option plans		4,325			5,763
Payment of financing fees		(851	)		(33	)
Purchase of redeemable noncontrolling interests		(6,008	)		—
Proceeds from settlement of convertible bond hedges		45,230			—

Net cash provided by financing activities		37,801			488,091

Effect of exchange rate changes on cash and cash equivalents		1,759			(3	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(110,869	)		478,238
CASH AND CASH EQUIVALENTS:
Beginning of period		233,099			47,316

End of period	$	122,230		$	525,554

(continued)


					For the three months
	For the nine months ended September 30,				ended March 31,
	2012		2011		2013		2012
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	134,170	$	122,171	$	61,627	$	49,997

Income taxes	$	3,698	$	3,252	$	1,653	$	419

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Assets acquired through capital leases	$	2,235	$	1,819	$	436	$	299

Increase in accounts payable and accrued expenses for capital expenditures	$	4,566	$	—
Issuance of stock for conversion of debt					$	5,308	$	—

Issuance of common stock for acquisition	$	263,341	$	—

Promissory note received in connection with disposition of DAS assets	$	25,000	$	—

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

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012 for SBA Communications Corporation and its subsidiaries (the “Company”). The December 31, ~~2011~~2012 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amount of such estimates, when known, will vary from these estimates.

Items Measured at Fair Value on a Recurring Basis –— The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach ~~as determined~~ using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was ~~$9.2~~$8.9 million and ~~$5.5~~$9.8 million as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively, which the Company recorded in accrued expenses on its Consolidated Balance ~~Sheet.~~Sheets. The maximum potential obligation related to the performance targets was ~~$18.2~~$15.9 million as of ~~September 30, 2012.~~March 31, 2013.

Items Measured at Fair Value on a Nonrecurring Basis –— The Company’s ~~intangibles, certain~~ long-lived assets, intangibles, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential, and expected timing of lease-up. The fair value of the long-lived assets, intangibles, and asset retirement obligations is calculated using a discounted cash flow model. During the three ~~and nine~~ months ended ~~September 30, 2012,~~March 31, 2013, the Company recognized an impairment charge of ~~$1.6~~$2.9 million included in asset impairment and ~~$2.6 million, respectively,~~decommission costs in the accompanying Consolidated Statement of Operations, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites. During the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, the Company recognized an impairment charge of $1.1 million and $1.4 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites.$0.3 million.

Fair Value of Financial Instruments –— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments, which consist of ~~$5.3~~$4.0 million and ~~$5.6~~$5.3 million in certificate of deposits, as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively, approximate their related estimated fair values due to the short maturity of those instruments. The Company’s estimate of the fair value of its

held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of March 31, 2013, the ~~date ending September 30,~~carrying value and fair value of the held-to-maturity investments,

including current portion, was $1.3 million and $1.5 million, respectively. As of December 31, 2012, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.3 million and $1.5 ~~million, respectively. As of the date ending December 31, 2011, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.4 million and $1.6~~ million, respectively.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to be equal to the carrying value because the interest payments are based on Eurodollar rates that reset every month. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 187.5 basis points was set for the Revolving Credit Facility. The following table reflects fair values, principal balances, and carrying values of the Company’s debt instruments (see Note 9)8).


						As of		As of
	As of September 30, 2012		As of December 31, 2011		Included on Balance Sheet	March 31, 2013		December 31, 2012		Included on Balance Sheet
	(in thousands)					(in thousands)
Securitization escrow accounts	$	21,764	$	21,378	Restricted cash - current asset	$	25,943	$	26,774	Restricted cash - current asset
Payment and performance bonds		932		888	Restricted cash - current asset		937		934	Restricted cash - current asset
Surety bonds and workers compensation		11,989		11,495	Other assets - noncurrent		11,990		11,989	Other assets - noncurrent

Total restricted cash	$	34,685	$	33,761		$	38,870	$	39,697

~~Securitization escrow accounts relate to funds that are required to be held in escrow pursuant~~Pursuant to the terms of the Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”), the Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”) and the Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities” and together with the 2010 Tower Securities, the “Tower Securities”) (see Note ~~9). Pursuant to the terms of the Tower Securities,~~8), the Company is required to establish a ~~controlled deposit~~securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers ~~that secure the Tower Securities~~ are directly deposited by the lessees.

These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes, and insurance premiums related to tower sites, (3) trustee and servicing expenses, (4) management fees, and (5) to reserve a portion of advance rents received from tenants. The restricted cash in the controlled deposit account in excess of required reserve balances is subsequently released to the Borrowers (as defined ~~below)~~in the Annual Report on Form 10-K) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of ~~September 30, 2012,~~March 31, 2013, the Company had ~~$26.9~~$34.8 million in surety, payment and performance bonds for which it was required to post ~~$10.8~~$10.5 million in collateral. As of December 31, ~~2011,~~2012, the Company had ~~$20.6~~$35.1 million in surety, payment and performance bonds for which it was required to post ~~$10.1~~$10.5 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. The Company had pledged $2.3 million as of each of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, as collateral related to its workers compensation policy.

On April 2, 2012, the Company, 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 2,281 towers with an additional 36 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. As consideration for the Mobilitie Acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock, implying a total transaction value of $1.1 billion based on the Company’s closing price on the date prior to which the purchase agreement was executed. Transaction costs associated with the acquisition were approximately $13.2 million and are included in acquisition related expenses in the accompanying condensed consolidated statement of operations.

The Company has included the effect of the Mobilitie Acquisition in its results of operations prospectively from the date of the acquisition. Since the acquisition date through September 30, 2012, the Mobilitie assets had revenues of $55.4 million and a net loss of $17.7 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company sold to ExteNet Systems, Inc. (“ExteNet”) on September 6, 2012 and October 23, 2012.

~~The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):~~

The preliminary allocation of the purchase price will be finalized upon the completion of analyses of the fair value of the assets and liabilities acquired primarily related to property tax accruals and other working capital items.

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and nine months ended September 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1 of each of the respective years:

During the ~~third~~first quarter of ~~2012,~~2013, the Company acquired 3741 completed towers and related assets and liabilities. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

The following table summarizes the Company’s ~~cash~~ acquisition capital expenditures:


	For the three months ended September 30,				For the nine months ended September 30,				For the three months ended March 31,
	2012		2011		2012		2011		2013		2012
	(in thousands)								(in thousands)
Towers and related intangible assets	$	21,736	$	37,888	$	951,331	$	187,173	$	195,753	$	43,715
Ground lease land purchases		9,154		5,266		25,907		19,564		13,388		5,671
Earnouts		708		157		5,751		2,618		401		1,762

Total acquisition capital expenditures	$	31,598	$	43,311	$	982,989	$	209,355	$	209,542	$	51,148

Acquisition capital expenditures for the three months ended March 31, 2013 include $175.9 million related to the Brazil acquisition which closed in the fourth quarter of 2012.

The Company paid, as part of the ground lease purchase program, ~~$1.2~~$1.7 million and ~~$3.3~~$1.5 million for ground lease extensions during the three months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ respectively, ~~and $4.7 and $7.2 million for ground lease extensions during~~which are excluded from the ~~nine months ended September 30, 2012 and 2011, respectively.~~amounts above.

The Company recorded ~~$0.5~~an adjustment of $0.6 million ~~of expense, net, and $1.3 million of expense, net, related to~~decreasing the estimated contingent consideration ~~adjustments in~~fair value during the three ~~and nine~~ months ended ~~September 30, 2012, respectively. The Company recorded $0.03 million of income, net, and $0.1 million of expense, net, related to contingent consideration adjustments during~~March 31, 2013. During the same ~~periods~~period of the prior year, ~~respectively.~~the Company recorded an adjustment of $1.4 million decreasing the estimated contingent consideration fair value. As of ~~September 30, 2012,~~March 31, 2013 the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was ~~$9.2~~$8.9 million which the Company recorded in accrued expenses.

~~On September 6,~~The following table provides the gross and net carrying amounts for each major class of intangible assets:

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over fifteen years. Amortization expense relating to the intangible assets above was $62.0 million and $36.4 million for the three months ended March 31, 2013 and 2012, respectively. These amounts are subject to changes in estimates until the ~~Company sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc.~~preliminary allocation of the purchase price is finalized for approximately $119.3 million, comprised of $94.3 million in cash and $25 million in the form of a promissory note. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012 for $5.7 million in cash.all acquisitions.

The sold DAS networks, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the third quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

~~The key components of discontinued operations for the three and nine months ended September 30, 2012 were as follows:~~

~~As of September 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the disposed DAS property, plant and equipment.~~

Property and equipment, net (including assets held under capital leases) consists of the following:


							As of			As of
	As of September 30, 2012			As of December 31, 2011			March 31, 2013			December 31, 2012
	(in thousands)						(in thousands)
Towers and related components	$	3,167,235		$	2,587,897		$	3,788,573		$	3,757,859
Construction-in-process		29,600			23,076			24,188			25,454
Furniture, equipment and vehicles		33,483			29,711			37,147			35,278
Land, buildings and improvements		195,037			168,988			304,058			290,931

		3,425,355			2,809,672			4,153,966			4,109,522
Less: accumulated depreciation		(1,373,286	)		(1,226,279	)		(1,498,557	)		(1,438,205	)

Property and equipment, net	$	2,052,069		$	1,583,393		$	2,655,409		$	2,671,317

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s ~~site leasing segment.~~operations. Depreciation expense was ~~$54.5~~$63.5 million and ~~$44.3~~$45.6 million for the three months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011, respectively, and $152.8 million and $130.8 million for the nine months ended September 30, 2012 and 2011,~~ respectively. At ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, non-cash capital expenditures that are included in accounts payable and accrued expenses were ~~$11.9~~$9.2 million and ~~$7.2~~$17.3 million, respectively.

~~The following table provides the gross and net carrying amounts for each major class of intangible assets:~~

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $46.4 million and $33.7 million for the three months ended September 30, 2012 and 2011, respectively, and $124 million and $98.8 million for the nine months ended September 30, 2012 and 2011, respectively.


							As of			As of
	As of September 30, 2012			As of December 31, 2011			March 31, 2013			December 31, 2012
	(in thousands)						(in thousands)
Cost incurred on uncompleted contracts	$	48,749		$	37,790		$	68,024		$	55,349
Estimated earnings		17,919			14,268			25,707			20,883
Billings to date		(47,728	)		(34,706	)		(68,074	)		(53,708	)

	$	18,940		$	17,352		$	25,657		$	22,524

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:


							As of			As of
	As of September 30, 2012			As of December 31, 2011			March 31, 2013			December 31, 2012
	(in thousands)						(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	19,896		$	17,655		$	26,878		$	23,644
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(956	)		(303	)		(1,221	)		(1,120	)

	$	18,940		$	17,352		$	25,657		$	22,524

At ~~September 30, 2012,~~March 31, 2013, five significant customers comprised ~~78.8%~~90.7% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, ~~2011,~~2012, five significant customers comprised ~~91.4%~~86.5% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

The carrying ~~value~~and principal values of debt ~~consists~~consist of the following:

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:


																					Three months ended					Three months ended
	Three months ended September 30, 2012					Three months ended September 30, 2011					Nine months ended September 30, 2012					Nine months ended September 30, 2011					March 31, 2013					March 31, 2012
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,339	$	2,508		$	8,507	$	7,523		$	27,375	$	7,582		$	25,137	$	2,120		$	8,273	$	2,508		$	8,913
4.0% Convertible Senior Notes		5,000			8,412		5,000			7,400		15,000			24,448		15,000			21,508		5,000			8,975		5,000			7,890
8.0% Senior Notes		3,142			35		7,500			78		15,867			174		22,500			229		—			—		7,500			81
8.25% Senior Notes		5,027			42		7,734			60		18,150			149		23,203			176		5,027			44		7,734			62
5.625% Senior Notes		234			—		—			—		234			—		—			—		7,031			—		—			—
5.75% Senior Notes		10,094			—		—			—		10,094			—		—			—		11,500			—		—			—
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		43,032			—		43,028			—		14,344			—		14,344			—
2012 Secured Tower Revenue Securities		2,612			—		—			—		2,612			—		—			—		4,521			—		—			—
Revolving Credit Facility		849			—		479			—		3,558			—		2,730			—		1,362			—		515			—
2011 Term Loan		4,743			45		4,857			44		14,163			134		4,926			45		4,617			45		4,715			45
2012-1 Term Loan		1,403			—		—			—		2,262			—		—			—		1,200			—		—			—
2012-2 Term Loan		94			1		—			—		94			1		—			—		2,812			27		—			—
Mobilitie Bridge Loan		499			—		—			—		4,239			—		—			—
Capitalized interest		(24	)		—		(142	)		—		(238	)		—		(418	)		—
Other		53			—		27			—		138			—		65			—		(69	)		—		(68	)		—

Total	$	50,578		$	17,874	$	42,307		$	16,089	$	136,728		$	52,281	$	118,616		$	47,095	$	59,465		$	17,364	$	42,248		$	16,991

The Revolving Credit Facility is governed by the Senior Credit Agreement. On January 28, 2013, SBA Senior Finance II LLC entered into a Revolving Credit Commitment Increase Supplement, with Deutsche Bank Trust Company Americas, Toronto Dominion (Texas) LLC, as administrative agent, and The Toronto-Dominion Bank, New York Branch, as issuing lender, pursuant to which SBA Senior Finance II exercised its right to upsize the aggregate principal amount of its Revolving Credit Facility from $700 million to $730 million. All other terms of the Senior Credit Agreement remained the same.

On March 14, 2013, SBA Senior Finance II LLC entered into a Revolving Credit Commitment Increase Supplement, with Citibank, Toronto Dominion (Texas) LLC, as administrative agent, and The Toronto-Dominion Bank, New York Branch, as issuing lender, pursuant to which SBA Senior Finance II exercised its right to upsize the aggregate principal amount of its Revolving Credit Facility from $730 million to $770 million effective March 28, 2013. All other terms of the Senior Credit Agreement remained the same.

As of March 31, 2013, the Revolving Credit Facility consists of a revolving loan under which up to ~~$700.0~~$770.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. The aggregate commitment amount under the Revolving Credit Facility was increased from $500 million to $600 million on April 2, 2012 and increased from $600 million to $700 million on May 9, 2012. The Company incurred deferred financing fees of $1.1 million in relation to these increases. Amounts borrowed under the Revolving Credit Facility accrue interest at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the ~~Amended and Restated~~Senior Credit ~~Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC (“SBA Senior Finance II”) on June 30, 2011.~~Agreement. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment

fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period. As of March 31, 2013, the amount outstanding under the Revolving Credit Facility of $100 million was accruing interest at 2.335% per annum.

During the three months ended ~~September 30, 2012,~~March 31, 2013, the Company ~~repaid the $284.0 million outstanding balance under the Revolving Credit Facility with the proceeds from the 5.75% Notes (as defined below) and~~ did not borrow any additional amounts under the Revolving Credit Facility. As of ~~September 30, 2012,~~March 31, 2013, the availability under the Revolving Credit Facility was ~~$700.0~~$670.0 million, subject to compliance with specified financial ratios, and ~~the~~ satisfaction of ~~other~~ customary conditions to borrowing.

~~As of September 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with~~On April 25, 2013, the ~~financial covenants contained in~~Company paid off the ~~Senior~~$100 million outstanding balance on the Revolving Credit ~~Agreement.~~Facility using proceeds from the 2013 Tower Securities (defined below).

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of ~~September 30, 2012,~~March 31, 2013, the 2011 Term Loan was accruing interest at 3.75% per annum. ~~Quarterly principal payments commenced as~~Principal on the 2011 Term Loan is repaid in quarterly installments of ~~September 30, 2011, with~~ $1.25 million ~~of principal repaid~~ on the last day of each March, June, September and ~~December.~~December, which commenced on September 30, 2011. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. SBA Senior Finance II has the ability to prepay any or all amounts ~~outstanding~~ under the 2011 Term ~~Loan.~~Loan without premium or penalty. The 2011 Term Loan was issued at 99.75% of par value. As of March 31, 2013, the Company has incurred deferred financing fees of $4.9 million associated with this transaction which are being amortized through the maturity date.

During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, the Company made ~~scheduled principal~~ repayments ~~of $3.8 million.~~totaling $1.3 million on the 2011 Term Loan. As of ~~September 30, 2012,~~March 31, 2013, the 2011 Term Loan had a principal balance of ~~$493.8~~$491.3 million.

~~For a detailed discussion~~ On April 24, 2013, the Company paid off $310.7 million of the ~~terms~~2011 Term Loan using proceeds from the 2013 Tower Securities (defined below) and wrote off $0.8 million of deferred financing fees and $0.6 million of discount related to the debt. As a result of the ~~Senior Credit Agreement, see Note 13 in~~prepayment, no further scheduled quarterly principal payments are required until the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission, or the Commission, on February 27, 2012 (the “Form 10-K”).maturity date.

~~On May 9, 2012, SBA Senior Finance II obtained~~The 2012-1 Term Loan consists of a ~~new $200.0 million~~ senior secured term loan ~~(the “2012-1 Term Loan”).~~in an initial aggregate principal amount of $200.0 million and matures on May 9, 2017. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from ~~1.00%~~100 to ~~1.50%~~150 basis points or the Eurodollar Rate plus a margin that ranges from ~~2.00%~~200 to ~~2.50%,~~250 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of ~~September 30, 2012,~~March 31, 2013, the 2012-1 Term Loan was accruing interest at ~~2.72%~~2.46% per annum. ~~Commencing~~Having commenced on September 30, 2012, principal of the 2012-1 Term Loan is being repaid in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously paid, the 2012-1 Term Loan will be due and payable on ~~May 9, 2017.~~the maturity date. The 2012-1 Term Loan was issued at par. ~~The~~As of March 31, 2013, the Company has incurred deferred financing fees of ~~approximately~~ $2.7 million in relation to this transaction which are being amortized through the maturity date. ~~Proceeds from the 2012-1 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility during the second quarter of 2012.~~

During the nine months ended September 30, 2012, the Company made a scheduled principal repayment of $2.5 million. As of September 30, 2012, the 2012 Term Loan had a principal balance of $197.5 million.

During the three months ended March 31, 2013, the Company made repayments totaling $2.5 million on the 2012-1 Term Loan. As of March 31, 2013, the 2012-1 Term Loan had a principal balance of $192.5 million.

~~On September 28, 2012, SBA Senior Finance II obtained~~The 2012-2 Term Loan consists of a ~~new $300 million~~ senior secured term loan ~~(the “2012-2 Term Loan”).~~in an initial aggregate principal amount of $300.0 million and matures on September 28, 2019. The 2012-2 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). As of ~~September 30, 2012,~~March 31, 2013, the 2012-2 Term Loan was accruing interest at ~~3.75%~~3.750% per annum. Principal of the 2012-2 Term Loan is to be repaid in equal quarterly installments on the last day of each March, June, September and December, commencing in March 2013, in an aggregate amount equal to $3.0 million per year. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-2 Term Loan without premium or penalty, with the exception of a 1% premium if prepayment occurs during the first year of the loan with proceeds from certain refinancing or repricing transactions. To the extent not previously paid, the 2012-2 Term Loan iswill be due and payable ~~in September 2019.~~on the maturity date. The 2012-2 Term Loan was issued at 99.75% of par value. ~~The~~As of March 31, 2013, the Company has incurred deferred financing fees of approximately ~~$3.3~~$3.5 million in relation to this transaction which are being amortized through the maturity date.

~~SBA used borrowings under~~During the three months ended March 31, 2013, the Company made repayments totaling $0.8 million on the 2012-2 Term ~~Loan to pay a part of the cash consideration in the TowerCo II Holdings LLC acquisition. The remaining proceeds under the 2012-2 Term Loan are expected to be used for general corporate purposes.~~Loan. As of ~~September 30, 2012,~~March 31, 2013, the 2012-2 Term Loan had a principal balance of ~~$300.0~~$299.3 million.

On April ~~2, 2012,~~24, 2013, the Company ~~through its wholly-owned subsidiary SBA Monarch, entered into a credit agreement (the “Bridge~~paid off $189.3 million of the 2012-2 Term Loan ~~Credit Agreement”). Pursuant to~~using proceeds from the ~~Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400~~2013 Tower Securities (defined below) and wrote off $0.2 million under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan was scheduled to mature on April 1, 2013. The Company incurred deferred financing fees of approximately $5.0 million in relation to this transaction which were being amortized through the maturity date. The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged 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).

On July 13, 2012, the Company repaid the $400.0 million outstanding principal balance under the Mobilitie Bridge Loan. During the quarter, the Company recorded $3.6 million as a loss on extinguishment of debt related to the write off of deferred financing fees onand $0.4 million of discount related to the ~~Mobilitie Bridge Loan.~~debt. As a result of the prepayment, no further scheduled quarterly principal payments are required until the maturity date.

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower ~~Securities.~~Securities (together the “2010 Tower Securities”). The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the ~~2010-1~~2010–1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the ~~2010-2~~2010–2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the ~~Borrowers (as defined below). For a detailed discussion~~Borrowers. As of March 31, 2013, the Company had deferred financing fees of approximately $18.0 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2010 Tower ~~Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K.~~

On August 9, 2012, the Company, through the Trust, ~~sold~~issued $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly. ~~A portion~~As of March 31, 2013, the ~~net proceeds from the 2012-1 Tower Securities were used to repay in full the remaining $243.8 million balance~~Company had deferred financing fees of ~~the 8.0% Senior Notes due 2016 plus $14.6~~approximately $14.8 million in ~~applicable premium associated with early redemption. The remaining net proceeds were used (1)~~relation to ~~pay a portion of~~this transaction which are being amortized through the ~~cash consideration in connection with SBA’s acquisition of TowerCo II Holdings LLC and (2) for general corporate purposes.~~

~~In connection with the issuance~~anticipated repayment date of the 2012-1 Tower Securities, the parties entered into the Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012 (the “Fifth Loan Supplement”), which amended and supplemented the Amended and Restated Loan and Security Agreement, dated as of November 18, 2005. The Fifth Loan Supplement was executed by and among SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc. (the “Initial Borrowers”) and SBA Infrastructure, LLC, SBA Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the “Additional Borrowers” and together with the Initial Borrowers, the “Borrowers”) and other parties. Pursuant to the Fifth Loan Supplement, the Additional Borrowers were added as obligors under the mortgage loan and, with the Initial Borrowers, became jointly and severally liable for the $610 million borrowed under the mortgage loan.Securities.

As of ~~September 30, 2012,~~March 31, 2013, the Borrowers met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

On April 18, 2013, the Company, through the Trust, issued $425 million of 2.240% Secured Tower Revenue Securities Series 2013-1C which have an anticipated repayment date of April 2018 and a final maturity date of April 2043, $575 million of 3.722% Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 2023 and a final maturity date of April 2048, and $330 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an anticipated repayment date of April 2018 and a final maturity date of April 2043 (the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% and a weighted average life through the anticipated repayment date of 7.2 years.

Net proceeds from this offering were used to repay the $100 million outstanding balance under the Company’s Revolving Credit Facility, $310.7 million of the 2011 Term Loan, and $189.3 million of the 2012-2 Term Loan under the Company’s Senior Credit Agreement. The rest of the net proceeds was used to satisfy unhedged obligations in connection with the conversion or May 1, 2013 maturity of the Company’s 1.875% Convertible Senior Notes due 2013.

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). ~~During the first quarter of 2011, the Company repurchased $15.0 million of the aggregate principal balance of the 1.875% Notes.~~ Interest is payable semi-annually on May 1 and November ~~1. The 1.875%~~1, and the Notes ~~have a maturity date of~~matured on May 1, 2013. The ~~1.875%~~ Notes ~~are~~were convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

~~Concurrently~~Prior to the final settlement period, which began on February 22, 2013, the Company received conversion notices with ~~the pricing~~respect to $18.1 million in principal of the 1.875% Notes of which $5.3 million were settled during the ~~Company entered into convertible note hedge transactions~~first quarter of 2013. These notes were converted and ~~warrant transactions~~settled with ~~affiliates~~the issuance of ~~certain~~437,134 shares of SBA common stock of which 128,332 shares related to the ~~initial purchasers~~first quarter of ~~the convertible notes. The initial strike price of~~2013. In connection with these conversions, the convertible note ~~hedge transactions relating~~hedges on the notes converted and the related common stock warrants were automatically exercised. As a result, the Company received a net 71,054 shares of SBA common stock of which 20,616 shares were received during the first quarter of 2013.

On February 1, 2013, SBA provided notice to the trustee and holders of its 1.875% Notes that it elected to settle 100% of its future conversion obligations pursuant to the Indenture governing the 1.875% Notes is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% convertible notes) and the upper strike price of the warrants is $67.37 per share. Althoughin cash, effective February 4, 2013.

From February 4, 2013 to April 29, 2013, the Company ~~initially entered into convertible note hedge and warrant transactions to cover the full amount~~received additional conversion notices from holders of ~~the shares that were issuable upon conversion~~an aggregate of $450.6 million in principal of the 1.875% Notes ~~as a result~~(excluding $81.2 million in principal of the ~~bankruptcy~~Notes held by a subsidiary of ~~Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008,~~ the Company ~~terminated~~which were also converted). Pursuant to the terms of the Indenture, these notes were converted at a price of $1,764.02 per $1,000 of principal or an aggregate of $794.8 million. The remaining $142,000 aggregate principal amount of 1.875% Notes that was not converted matured on May 1, 2013 and were settled in cash at principal plus accrued interest.

Concurrently with the settlement of the Company’s conversion obligation, the Company settled the convertible note ~~hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of the Company’s Class A common stock potentially issuable upon conversion of the 1.875% Notes. Consequently,~~hedges that the Company ~~does not currently have a hedge~~had initially purchased at the time the outstanding 1.875% Notes were issued. In connection with ~~respect to those shares and, to~~ the ~~extent that the market price~~settlement of the Company’s Class A common stock exceeds $41.46 per share upon conversion of the notes, the Company will be subject to dilution or if the Company settles in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

~~On April 17, 2012~~these options, the Company received ~~a partial settlement~~an aggregate of ~~$4.6~~$182.9 million ~~relating to the Chapter 11 bankruptcy case~~in cash of ~~Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount~~which $45.2 million was received ~~was recorded as a gain in other income in the statement of operations~~ during the ~~nine~~three months ended ~~September 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the nine months ended September 30, 2012.~~March 31, 2013.

~~The 1.875% Notes are reflected at carrying value in current maturities~~As of ~~long-term debt in~~May 1, 2013, common stock warrants remain outstanding with respect to13,156,497 underlying shares of the Company’s ~~Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 1.875% Notes:~~

~~The Company is amortizing the debt discount on the 1.875% Notes utilizing the effective interest method~~Class A common stock. These warrants have a strike price of $67.37 per share and expire evenly over the life of the 1.875% Notes which increases the effective interest rate from its coupon rate of 1.875% to 9.4%. As of September 30, 2012, the carrying amount of the equity component related to the 1.875% Notes was $156.6 million.a 60 day trading period beginning August 1, 2013.

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes ~~(the “4.0%~~(“4.0% Notes”). in a private placement transaction. Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0% Notes is October 1, 2014. The Company incurred fees of $11.7 million with the issuance of the 4.0% Notes of which $7.7 million was recorded as deferred financing fees and $4.0 million was recorded as a reduction to shareholders’ equity.

The 4.0% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of the Company’s Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge ~~transactions~~ and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

The ~~4.0% Notes are reflected at carrying value in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 4.0% Notes:~~

~~The~~ Company is amortizing the debt discount on the 4.0% Notes utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate of the 4.0% Notes from its coupon rate of 4.0% to ~~13.0%~~12.9%. As of ~~September 30,~~March 31, 2013 and December 31, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

~~Convertible Senior~~The 4.0 % Notes ~~Conversion Options~~are reflected in long-term debt in the Company’s Consolidated Balance Sheets at carrying value. The following table summarizes the balances for the 4.0% Notes:

The ~~1.875% Notes and~~ 4.0% Notes ~~(collectively “the Notes”)~~ are convertible only under the following circumstances:

As of March 31, 2013, the 4.0% ~~Notes.~~Notes were convertible by the noteholders.

Upon conversion, the Company has the right to settle its conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock. From time to time, upon notice to the holders of the Notes, the Company may change its election regarding the form of consideration that it will use to settle its conversion obligation; provided, however, that the Company is not permitted to change its settlement election after ~~February 18, 2013 for the 1.875% Notes and~~ July 21, 2014 for the 4.0% Notes.

AtDuring the ~~end~~three months ended March 31, 2013, 3 notes valued at $1,000 per note for the 4.0% Notes were settled in shares of our Class A common stock and cash for fractional shares. In connection with the conversion, the Company received the applicable shares of stock due under the associated proportionate bond hedges. In addition, the Company received 3 conversion notices for the 4.0% Notes totaling 10 notes valued at $1,000 per note during the first quarter of ~~2012 the 4.0% Notes became convertible by the note holders because the Company’s~~2013. These notes will be settled in shares of its Class A common stock ~~closing price per share exceeded $39.49~~and cash for ~~at least 20 trading days~~fractional shares during the ~~30 consecutive trading day period ending on March 30, 2012. On July 3, 2012 and October 4, 2012, the Company again announced that the requisite conditions had been met as of the end of the~~ second and third quarters, respectively, and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible through December 31, 2012, and will still be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods. During the third quarter, $10,000 of the 4.0% Notes were converted to our Class A common stock.

~~At the end of the third~~ quarter of 2012, the conversion right for the 1.875% Notes was triggered because SBA’s Class A common stock closing price per share exceeded $53.90 for at least 20 trading days during the 30 consecutive trading day period ending on September 30, 2012. The 1.875% Notes will continue to be convertible until December 31, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of May 16, 2008, are satisfied during future measurement periods.2013.

On July 24, 2009, the Company’s wholly-owned subsidiary, SBA Telecommunications, LLC (formerly known as SBA Telecommunications, Inc.) (“Telecommunications”), issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which are due August 15, 2019 (the “8.25% Notes”). The 8.0% Notes ~~accrue~~had an interest ~~at a~~ rate of ~~8.0%~~8.00% per annum and ~~are~~were issued at a price of 99.330% of their face value. The 8.25% Notes ~~accrue~~have an interest ~~at a~~ rate of 8.25% per annum and were issued at a price of 99.152% of their face value. Interest on each of the ~~8.0%~~Senior Notes ~~and 8.25% Notes is~~was due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. The Company isincurred deferred financing fees of approximately $16.5 million in relation to this transaction which were being amortized through the anticipated repayment date of each of the Senior Notes. Net proceeds of this offering were $727.8 million after deducting expenses and the original issue discount. The Company was amortizing the debt discount on the ~~8.0% Notes and the 8.25%~~Senior Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25% ~~Notes, respectively.~~Notes.

On April 13, 2012, the Company ~~redeemed~~used the proceeds of an equity offering to redeem $131.3 million in aggregate principal amount of its 8.0% Notes and $131.3 million in aggregate principal amount of its 8.25% Notes and ~~paid~~to pay $21.3 million as a premium on the redemption of the notes. Additionally, the Company wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On August 29, 2012, the Company redeemed the remaining $243.8 million principal balance of the 8.0% Notes plus paid $14.6 million in applicable premium on the redemption of the notes. Additionally, the Company wrote off $1.0 million and $3.4 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

As of ~~September 30, 2012,~~March 31, 2013, the principal balance of the 8.25% Notes was $243.8 million and the carrying value was $242.2 million.

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. The Company incurred deferred financing fees of approximately $13.9 million in relation to this transaction which are being amortized through the maturity date. The Company used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under its Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

In connection with the issuance of the 5.75% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company and Telecommunications agreed to use their respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.75% Notes for new notes guaranteed by the Company registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 8, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

On September 28, 2012, the Company issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The 5.625% Notes accrue interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company incurred deferred financing fees of approximately ~~$7.7~~$8.4 million in relation to this transaction which are being amortized through the maturity date. The Company used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC ~~acquisition (see Note 16).~~acquisition.

In connection with the issuance of the 5.625% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agreed to use its reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.625% Notes for new notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to September 23, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

In March 2013, the Company acquired the remaining 10% interest in the Central American joint venture for consideration of $6.0 million. This acquisition increased the Company’s ownership to 100% of the joint venture. The remaining $5.7 million balance of redeemable non-controlling interest was reclassified to additional paid in capital. The acquisition of the redeemable noncontrolling interest has been recorded in accordance with ASC 810.

The Company has potential common stock equivalents related to its outstanding stock options and restricted stock units (see Note 11) and the 1.875% Notes and the 4.0% Notes (see Note 8). These potential common stock equivalents

~~The Company has potential common stock equivalents related to its outstanding stock options, restricted stock units, 1.875% Notes and 4.0% Notes (see Note 9). These potential common stock equivalents~~ were not included in diluted loss per share because the effect would have been anti-dilutive for each of the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

~~On April 27, 2011, the~~The Company’s Board of Directors ~~approved~~authorized a ~~new $300.0 million~~ stock repurchase ~~program.~~program on April 27, 2011. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012, the Company did not repurchase any shares in conjunction with the stock repurchase program.

As of ~~September 30, 2012,~~March 31, 2013, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its current $300.0 million stock repurchase program.

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock.

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contains both a put option for its partner and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options is triggered upon the occurrence of specified events and/or upon the passage of time. The put right may be exercised on varying dates causing the Company to purchase the partner’s equity interest (the “Redemption Amount”) based on a formula defined in the joint venture agreement. The noncontrolling interest is classified as a redeemable equity interest in mezzanine (or temporary) equity on the Company’s Consolidated Balance Sheets.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. After applying those provisions, the Company calculates the redemption amount at each reporting period and records the amount, if any, by which the redemption amount exceeds the book value as a charge against income (loss) available to common shareholders. As of September 30, 2012 the carrying value of the Company’s redeemable noncontrolling interest exceeded the fair value of the amount the Company could be required to pay to redeem the noncontrolling interest at the date of exercise of either the put or call option. Accordingly, the carrying value is presented on the Company’s Consolidated Balance Sheet.

During the nine months ended September 30, 2011, the Company paid approximately $0.7 million in exchange for the outstanding 4.6% noncontrolling interest in a Canadian joint venture increasing the Company’s interest in that joint venture to 100%.

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

~~The following table summarizes the Company’s activities with respect to its stock options for the nine months ended September 30, 2012:~~

The weighted-average fair value of options granted during the nine months ended September 30, 2012 and 2011 was $20.31 and $18.53, respectively. The total intrinsic value for options exercised during the nine months ended September 30, 2012 and 2011 was $23.0 million and $8.0 million, respectively.

The following table summarizes the Company’s activities with respect to its stock options for the three months ended March 31, 2013:

The weighted-average fair value of options granted during the three months ended March 31, 2013 and 2012 was $17.29 and $20.28, respectively. The total intrinsic value for options exercised during the three months ended March 31, 2013 and 2012 was $8.1 million and $5.5 million, respectively.

The following table summarizes the Company’s restricted stock unit activity for the ~~nine~~three months ended ~~September 30, 2012:~~March 31, 2013:

The Company records compensation expense for restricted stock units based on the fair market value of the units awarded at the date of the grant times the number of shares subject to the units awarded. The Company typically recognizes the expense associated with the units on a straight-line basis over the vesting term.

The Company had ~~federal~~U.S. taxable losses during the ~~nine~~three months ended ~~September 30,~~March 31, 2013 and 2012, ~~and 2011,~~ and, as a result, federal and state net operating loss carry-forwards have been generated. The USU.S. federal and state net operating loss carry-forwards of the Company have a full valuation allowance as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. However, a foreign tax provision is recognized because certain international subsidiaries of the Company have profitable operations or a net deferred tax liability position. ~~Additionally, certain of the US subsidiaries~~

The Company operates principally in two business segments: site leasing and site development. The Company’s reportable segments are ~~profitable and taxable in separate return jurisdictions. A deferred state tax provision is also recognized~~strategic business units that offer different services. They are managed separately based on the ~~Company’s assessment that future taxable income~~fundamental differences in ~~certain state jurisdictions will be generated to utilize deferred tax assets.~~their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities.

~~The~~During the fourth quarter of 2012, the Company ~~operates principally in three business segments: site leasing,~~combined its site development ~~consulting and site development construction. The Company’s reportable~~ segments, ~~are strategic business units that offer different services. The site leasing segment includes results~~as the nature of the ~~managed~~services were complementary to one another. All prior periods presented have been restated to conform to the current year presentation.

For the three months ended March 31, 2013 and ~~sublease businesses. Summarized financial information concerning~~2012, the Company’s ~~reportable~~leasing revenues generated outside of the United States were 7.1% and 5.9%, respectively, of total consolidated leasing revenues. As of March 31, 2013 and December 31, 2012, the Company’s total assets outside of the United States were 9.8% and 12.2%, respectively, of total consolidated assets. Total assets held outside of the United States at December 31, 2012 included $178.1 million of cash in Brazil, which was paid as part of the Vivo acquisition in January 2013.

Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments ~~for~~in which the ~~nine months ended September 30, 2012 and 2011 is shown below:~~Company continues to operate are presented below (in thousands):


	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment ⁽¹⁾			Total		Site Leasing		Site Development		Not Identified by Segment⁽¹⁾			Total
	(in thousands)

Three months ended September 30, 2012
Three months ended March 31, 2013
Revenues	$	208,828	$	10,588	$	19,190		$	—		$	238,606	$	273,504	$	39,567	$	—		$	313,071
Cost of revenues⁽²⁾	$	46,621	$	6,925	$	18,137		$	—		$	71,683	$	68,101	$	32,594	$	—		$	100,695
Depreciation, amortization and accretion	$	100,107	$	113	$	448		$	344		$	101,012	$	124,608	$	559	$	469		$	125,636
Operating income (loss)	$	42,420	$	2,844	$	(1,109	)	$	(3,084	)	$	41,071
Operating income													$	51,593	$	4,482	$	690		$	56,765
Capital expenditures⁽³⁾	$	57,729	$	174	$	534		$	(221	)	$	58,216	$	244,139	$	1,808	$	454		$	246,401

Three months ended September 30, 2011
Revenues	$	154,514	$	4,399	$	16,636		$	—		$	175,549
Cost of revenues⁽²⁾	$	33,932	$	3,171	$	14,744		$	—		$	51,847
Depreciation, amortization and accretion	$	77,459	$	45	$	324		$	308		$	78,136
Operating income (loss)	$	28,757	$	803	$	130		$	(2,119	)	$	27,571
Capital expenditures⁽³⁾	$	83,294	$	230	$	1,370		$	619		$	85,513

Nine months ended September 30, 2012
Revenues	$	585,332	$	24,188	$	50,723		$	—		$	660,243
Cost of revenues⁽²⁾	$	126,787	$	16,268	$	47,026		$	—		$	190,081
Depreciation, amortization and accretion	$	274,541	$	286	$	1,310		$	973		$	277,110
Operating income (loss)	$	120,224	$	5,603	$	(2,978	)	$	(6,751	)	$	116,098
Capital expenditures⁽³⁾	$	1,056,215	$	690	$	2,285		$	495		$	1,059,685

Nine months ended September 30, 2011
Three months ended March 31, 2012
Revenues	$	451,171	$	13,262	$	49,918		$	—		$	514,351	$	172,923	$	19,567	$	—		$	192,490
Cost of revenues⁽²⁾	$	98,031	$	9,938	$	44,689		$	—		$	152,658	$	35,407	$	16,786	$	—		$	52,193
Depreciation, amortization and accretion	$	227,772	$	139	$	944		$	850		$	229,705	$	81,326	$	516	$	258		$	82,100
Operating income (loss)	$	82,269	$	2,053	$	23		$	(5,666	)	$	78,679	$	42,254	$	55	$	(2,020	)	$	40,289
Capital expenditures⁽³⁾	$	303,340	$	337	$	2,127		$	2,078		$	307,882	$	75,416	$	513	$	370		$	76,299

Assets
As of September 30, 2012	$	5,883,472	$	9,246	$	41,249		$	149,324		$	6,083,291
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399
As of March 31, 2013													$	6,199,935	$	67,172	$	182,778		$	6,449,885
As of December 31, 2012													$	6,422,577	$	58,804	$	114,236		$	6,595,617

For the nine months ended September 30, 2012 and 2011, the Company’s leasing revenues generated outside of the United States were 5.9% and 2.9%, respectively, of total consolidated leasing revenues. As of September 30, 2012 and December 31, 2011, the Company’s total assets outside of the United States were 6.9% and 8.7%, respectively, of total consolidated assets.

The Company’s credit risks arise from accounts receivable with international, national, regional and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:


Site Leasing Revenue	For the three months ended September 30,						For the nine months ended September 30,						For the three months ended March 31,
	2012			2011			2012			2011			2013			2012
Sprint														25.3	%		23.6	%
AT&T		23.0	%		27.0	%		23.8	%		27.0	%		21.3	%		25.6	%
Sprint		22.0	%		21.8	%		22.7	%		22.1	%
T-Mobile		15.4	%		11.2	%		13.9	%		11.3	%		13.6	%		10.4	%
Verizon		13.3	%		15.7	%		13.7	%		15.6	%		11.9	%		14.6	%

Site Development Consulting Revenue	For the three months ended September 30,						For the nine months ended September 30,
Site Development Revenue													For the three months ended March 31,
	2012			2011			2012			2011			2013			2012
Ericsson, Inc		17.6	%		0.3	%		20.6	%		0.9	%
Ericsson, Inc.														40.4	%		14.7	%
Alcatel-Lucent		10.7	%		0.0	%		10.0	%		0.0	%		11.3	%		3.9	%
Verizon		9.8	%		18.0	%		12.0	%		17.4	%
Nsoro		5.9	%		4.0	%		6.1	%		10.7	%		5.9	%		25.8	%
T-Mobile		2.6	%		10.3	%		5.7	%		9.3	%		5.6	%		15.9	%

Site Development Construction Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		26.9	%		6.4	%		19.2	%		8.5	%
Nsoro Mastec		23.5	%		48.0	%		26.5	%		43.4	%
Overland Contracting		10.9	%		5.6	%		9.5	%		7.0	%

At ~~September 30, 2012,~~March 31, 2013, five significant customers comprised ~~51.4%~~55.5% of total gross accounts receivable compared to five significant customers which comprised ~~50.4%~~55.5% of total gross accounts receivable at December 31, ~~2011.~~2012.

On October 1, 2012, SBA, through its wholly-owned subsidiary, completed its previously announced acquisition of TowerCo II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, the Company paid $1.2 billion with cash on-hand and issued 4.6 million shares of its Class A common stock. The Company is in the process of evaluating the allocation of the purchase price among the fair value of the assets acquired and liabilities assumed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications towers. Our principal operations are in the United States and its territories. ~~As of September 30, 2012,~~In addition, we ~~also owned~~own and operate towers in Canada, ~~Costa Rica, El Salvador, Guatemala, Nicaragua~~Central America and ~~Panama.~~South America. Our primary business line is our site leasing business, which contributed approximately ~~97.5%~~96.7% of our total segment operating profit for the year-to-date period ended ~~September 30, 2012.~~March 31, 2013. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, constructed based on our own initiative or acquired. As of ~~September 30, 2012,~~March 31, 2013, we owned ~~13,257~~17,539 tower sites, the substantial majority of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. ~~As adjusted for our acquisition of 3,256 towers in the TowerCo acquisition on October 1, 2012, we would have had 16,513 towers as of September 30, 2012.~~ We also managed or leased approximately 4,900 actual or potential additional communications sites, approximately 500 of which were revenue producing as of ~~September 30, 2012.~~March 31, 2013. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease ~~contracts.~~contracts in the United States, Canada, Central America and South America. Site leasing revenues are received primarily from wireless service provider tenants, including AT&T, Sprint, Verizon Wireless, T-Mobile, Digicel, Claro, and ~~T-Mobile.~~Telefonica. Wireless service providers enter into numerous different tenant leases with us, each of which relates to the lease or use of space at an individual tower site. ~~Tenant~~In the United States and Canada our tenant leases are generally for an initial term of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases ~~are generally paid on a monthly basis~~in our Central and ~~revenue from site leasing is recorded monthly on a straight-line basis over the current~~South America markets typically have an initial term of 10 years with 5-year renewal periods. In Central America, we have similar rent escalators to that of leases in the ~~related lease agreements. Rental amounts received~~United States and Canada while our leases in ~~advance are recorded~~South America typically escalate in ~~deferred revenue.~~accordance with a standard cost of living index.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five year periods at our option and provide for rent escalators which typically average 3-4% annually or provide for term

escalators of approximately 15%. Of the ~~13,257~~17,539 tower sites we owned as of ~~September 30, 2012,~~March 31, 2013, approximately ~~72%~~70% were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading or repairing an access road or fencing.

As indicated in the table below, our site leasing business generates ~~a significant portion~~substantially all of our total ~~revenues.~~segment operating profit. For information regarding our operating segments, please see Note 1413 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.


	Revenues												Revenues
	For the three months ended September 30,						For the nine months ended September 30,						For the three months ended March 31,
	2012			2011			2012			2011			2013			2012
	(dollars in thousands)												(dollars in thousands)

Site leasing revenue	$	208,828		$	154,514		$	585,332		$	451,171		$	273,504		$	172,923
Total revenues	$	238,606		$	175,549		$	660,243		$	514,351		$	313,071		$	192,490
Site leasing revenue percentage of total revenues		87.5	%		88.0	%		88.7	%		87.7	%		87.4	%		89.8	%

	Segment Operating Profit												Segment Operating Profit
	For the three months ended September 30,						For the nine months ended September 30,						For the three months ended March 31,
	2012			2011			2012			2011			2013			2012
	(dollars in thousands)												(dollars in thousands)

Site leasing segment operating profit⁽¹⁾	$	162,207		$	120,582		$	458,545		$	353,140		$	205,403		$	137,516
Total segment operating profit⁽¹⁾	$	166,923		$	123,702		$	470,162		$	361,693		$	212,376		$	140,297
Site leasing segment operating profit percentage of total segment operating profit⁽¹⁾		97.2	%		97.5	%		97.5	%		97.6	%		96.7	%		98.0	%

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers upgrade their equipment. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low tenant lease terminations as a percentage of revenue.

~~The following rollforward summarizes the activity in our consolidated tower portfolio from December 31, 2011 to September 30, 2012:~~

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development services revenues are received primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. ~~We principally perform~~Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for ~~third parties~~towers and antennas; (4) support in our core, historical areas of wireless expertise, specifically, site acquisition, zoning, technical services and construction. Our site development business consists of two segments, site development consulting and site development construction.

Our site development customers engage us on a project-by-project basis and a customer can generally terminate an assignment at any time without penalty. Site development projects, both consulting and construction, include contracts on a time and materials basisbuying or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we recognize revenue based on the completion of agreed upon phasesleasing of the ~~project on a per~~location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site ~~basis.~~construction; (7) antenna installation; and (8) radio equipment installation, commissioning and maintenance.

Our revenue from site development construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients’ capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.

Cost of site development consulting revenue and construction revenue includes all costs of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting contracts and construction contracts are recognized as incurred.

The table below provides the percentage of total revenues contributed by site development consulting services and site development construction services for the three and nine months ended September 30, 2012 and 2011. For information regarding our operating segments, see Note 1413 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

As of ~~September 30, 2012,~~March 31, 2013, we had operations in Canada, Costa Rica, El Salvador, Guatemala, Nicaragua, Panama, and ~~Panama.~~Brazil. Our operations in these countries are solely in the site leasing business, and we expect to expand operations through new builds and acquisitions. Tenant leases in the Canadian market typically have similar terms and conditions as those in the United States, with an initial term of five years, and specific rent escalators. Tenant leases in Central America and Brazil typically have a ten year initial ~~term with~~term. Tenant leases in Central America typically have similar renewal terms and rent escalators as those in the United States and ~~Canada.~~Canada while those in Brazil are based on a standard cost of living index.

In our Central American markets, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, our ground leases, our tenant leases and most of our tower related expenses are due, and paid, in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities and (3) taxes. In our Canadian and Brazilian operations, significantly all of our revenue, expenses and capital expenditures, including tenant leases, ground leases and other tower-related expenses, are denominated in ~~Canadian dollars.~~local currency.

On September 14, 2012, we reached an agreement with T-Mobile USA (“T-Mobile”) to extend the remaining term on approximately 2,800 existing leases to an average of approximately 7 years, and granted T-Mobile rights to upgrade certain towers with radio equipment in connection with its network modernization plan. The terms of the agreement will result in recognizing an increase in non-cash site rental revenue and increased annual cash escalations.

On September 6, 2012, we sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc. for approximately $94.3 million in cash and $25 million in the form of a promissory note. On October 23, 2012, an additional DAS network in Auburn, Alabama was sold to ExteNet for cash consideration of $5.7 million.

On October 1, 2012, we completed our previously announced acquisition of TowerCo II Holdings LLC, which owned 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, we paid $1.2 billion in cash and issued 4.6 million shares of our Class A common stock.

~~Our discussion~~We have identified the policies and ~~analysis~~significant estimation processes listed in the Annual Report on Form 10-K as critical to our business operations and the understanding of ~~financial condition and~~our results of ~~operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with~~operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, ~~or GAAP.~~with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The ~~preparation of our financial statements requires us~~impact and any associated risks related to ~~make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base~~ these ~~estimates~~policies on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results ofbusiness operations ~~could be materially impacted. For more information regarding our critical accounting policies and estimates please refer to~~is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations – Critical Accounting Policies~~Operations” where such policies affect reported and ~~Estimates”~~expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012. Our preparation of our financial statements requires us to make estimates and ~~Note 2~~assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to ~~our condensed consolidated financial statements.~~be reasonable under the circumstances. There ~~have been~~can be no ~~material changes to the critical accounting policies previously disclosed in~~assurance that ~~report.~~actual results will not differ from those estimates and such differences could be significant.

This report contains certain non-GAAP measures, including Segment operating profit and Adjusted EBITDA information. We have provided below a description of such non-GAAP measures, a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures and an explanation as to why management utilizes these measures.

We believe that Segment operating profit is an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation, accretion and amortization, which is largely fixed and non-cash in nature. Segment operating profit is not intended to be an alternative measure of revenue or segment gross profit as determined in accordance with GAAP.


	Site leasing segment																					Site leasing segment
	For the three months ended September 30,						Dollar Change				For the nine months ended September 30,							Dollar Change				For the three months ended March 31,								Dollar
	2012			2011						2012				2011				Dollar Change			2013				2012				Change
	(in thousands)																					(in thousands)
Segment revenue	$	208,828		$	154,514		Dollar Change	$	54,314			$	585,332			$	451,171		$	134,161			$	273,504			$	172,923			$	100,581
Segment cost of revenues (excluding depreciation, accretion and amortization)		(46,621	)		(33,932	)		(12,689	)			(126,787	)			(98,031	)		(28,756	)			(68,101	)			(35,407	)			(32,694	)

Segment operating profit	$	162,207		$	120,582		$	41,625			$	458,545			$	353,140		$	105,405			$	205,403			$	137,516			$	67,887


																						Site development segment
																						For the three months ended March 31,								Dollar
																						2013				2012				Change
																						(in thousands)
Segment revenue																						$	39,567			$	19,567			$	20,000
Segment cost of revenues (excluding depreciation, accretion and amortization)																							(32,594	)			(16,786	)			(15,808	)

Segment operating profit																						$	6,973			$	2,781			$	4,192

~~Site~~This increase in site leasing segment operating profit ~~increased $105.4~~of $67.9 million for the ~~nine~~three months ended ~~September 30, 2012, as compared to the same period in the prior year,~~March 31, 2013 is primarily due to additional profit generated by (1) the towers that we acquired in the Mobilitie acquisition in the second quarter of 2012 and the TowerCo and Vivo acquisitions in the fourth quarter of 2012 and partially from towers constructed subsequent to ~~September 30, 2011,~~March 31, 2012, (2) organic site leasing growth from new leases, (3) contractual rent escalators and (4) lease amendments with current tenants which increased the related rent to reflect additional equipment added to our ~~towers, and increased straight-line leasing revenue~~towers.

The increase in site development segment operating profit of $4.2 million for the three months ended March 31, 2013 is primarily due to the higher volume of work performed compared to the prior year associated with the ~~Sprint~~deployment of next generation networks by wireless carriers, in particular, Sprint’s Network Vision ~~Agreement entered into in the fourth quarter of 2011 and the Mobilitie acquisition completed in the second quarter of 2012.~~initiative.

We define Adjusted EBITDA as net loss excluding the impact of net interest expenses, provision for taxes, depreciation, accretion and amortization, asset impairment and ~~other charges,~~decommission costs, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition related expenses, non-cash straight-line leasing revenue and non-cash straight-line ground lease ~~expense and income from discontinued operations.~~expense.

We believe that Adjusted EBITDA is an indicator of the financial performance of our core businesses. Adjusted EBITDA is a component of the calculation that has been used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement, 8.25% Notes, 5.625% Notes and 5.75% Notes. Adjusted EBITDA is not intended to be an alternative measure of operating income or gross profit margin as determined in accordance with GAAP.


	For the three months ended September 30,						Dollar Change				For the nine months ended September 30,							Dollar Change				For the three months ended March 31,								Dollar
	2012			2011						2012				2011				Dollar Change			2013				2012				Change
	(in thousands)						Dollar Change					(in thousands)											(in thousands)

Net loss	$	(52,699	)	$	(33,437	)	$	(19,262	)		$	(128,804	)		$	(97,723	)	$	(31,081	)		$	(22,376	)		$	(22,651	)		$	275
Interest income		(335	)		(38	)		(297	)			(419	)			(97	)		(322	)			(641	)			(47	)			(594	)
Total interest expense⁽¹⁾		71,651			60,777			10,874				198,302				172,492			25,810				80,433				61,672				18,762
Depreciation, accretion and amortization		101,012			78,136			22,876				277,110				229,705			47,405
Asset impairment		1,560			1,106			454				2,555				1,402			1,153
Provision for taxes⁽²⁾		900			808			92				5,422				3,257			2,165
Loss from extinguishment of debt, net		22,643			—			22,643				49,792				1,696			48,096
Depreciation, accretion & amortization																							125,636				82,100				43,536
Total provision (benefit) for income tax⁽²⁾																							(400	)			1,760				(2,160	)
Loss from write-off of def financing fees and exting of debt																							142				—				142
Asset impairment and decommission costs																							3,722				349				3,373
Acquisition related costs																							5,822				344				5,478
Non-cash compensation		3,679			2,773			906				10,586				8,695			1,891				3,874				3,057				817
Non-cash straight-line leasing revenue		(12,245	)		(2,173	)		(10,072	)			(31,909	)			(6,059	)		(25,850	)			(16,783	)			(8,156	)			(8,627	)
Non-cash straight-line ground lease expense		5,899			3,191			2,708				13,999				8,873			5,126
Acquisition related costs		5,715			1,474			4,241				21,875				4,876			16,999
Other income/expense		(249	)		(122	)		(127	)			(5,233	)			527			(5,760	)
Income from discontinued operations		(969	)		—			(969	)			(2,349	)			—			(2,349	)
Non-cash straight-line ground rent expense																							8,443				3,073				5,370
Other income																							(152	)			(12	)			(140	)

Adjusted EBITDA	$	146,562		$	112,495		$	34,067			$	410,927			$	327,644		$	83,283			$	187,720			$	121,489			$	66,232

Adjusted EBITDA ~~increased $83.3~~was $187.7 million for the ~~nine~~three months ended ~~September 30, 2012, as~~March 31, 2013 compared to $121.5 million for the ~~same period in the prior year,~~three months ended March 31, 2012. The increase of $66.2 million is primarily due to increased ~~site leasing~~ segment operating profit from our site leasing and site development segments partially offset by an increase in selling, general and administrative costs.

Three months ended ~~September 30, 2012~~March 31, 2013 Compared to Three months ended ~~September 30, 2011~~March 31, 2012


	For the three months ended September 30,						Dollar Change			Percentage Increase (Decrease)				For the three months ended March 31,								Dollar				Percentage Increase
	2012			2011						Percentage Increase (Decrease)			2013				2012				Change				(Decrease)
	(in thousands)						Dollar Change								(in thousands)
Revenues:
Site leasing	$	208,828		$	154,514		$	54,314			35.2	%		$	273,504			$	172,923			$	100,581				58.2	%
Site development		29,778			21,035			8,743			41.6	%			39,567				19,567				20,000				102.2	%

Total revenues		238,606			175,549			63,057			35.9	%			313,071				192,490				120,581				62.6	%

Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		46,621			33,932			12,689			37.4	%			68,101				35,407				32,694				92.3	%
Cost of site development		25,062			17,915			7,147			39.9	%			32,594				16,786				15,808				94.2	%
Selling, general and administrative		17,565			15,415			2,150			13.9	%			20,431				17,215				3,216				18.7	%
Asset impairment		1,560			1,106			454			41.0	%
Asset impairment and decommission costs															3,722				349				3,373				966.5	%
Acquisition related expenses		5,715			1,474			4,241			287.7	%			5,822				344				5,478				1592.4	%
Depreciation, accretion and amortization		101,012			78,136			22,876			29.3	%			125,636				82,100				43,536				53.0	%

Total operating expenses		197,535			147,978			49,557			33.5	%			256,306				152,201				104,105				68.4	%

Operating income		41,071			27,571			13,500			49.0	%			56,765				40,289				16,476				40.9	%


Other income (expense):
Interest income		335			38			297			781.6	%			641				47				594				1263.8	%
Interest expense		(50,578	)		(42,307	)		(8,271	)		19.5	%			(59,465	)			(42,248	)			(17,217	)			40.8	%
Non-cash interest expense		(17,874	)		(16,089	)		(1,785	)		11.1	%			(17,364	)			(16,991	)			(373	)			2.2	%
Amortization of deferred financing fees		(3,199	)		(2,381	)		(818	)		34.4	%			(3,604	)			(2,433	)			(1,171	)			48.1	%
Loss from extinguishment of debt, net		(22,643	)		—			(22,643	)		100.0	%			(142	)			—				(142	)			100.0	%
Other income (expense)		249			122			127			104.1	%
Other income															152				12				140				1166.7	%

Total other expense		(93,710	)		(60,617	)		(33,093	)		54.6	%			(79,782	)			(61,613	)			(18,169	)			29.5	%

Loss from continuing operations before provision for income taxes		(52,639	)		(33,046	)		(19,593	)		59.3	%
Provision for income taxes		(1,029	)		(391	)		(638	)		163.2	%

Loss from continuing operations		(53,668	)		(33,437	)		(20,231	)		60.5	%
Income from discontinued operations, net of income taxes		969			—			969			100.0	%
Loss before provision for income taxes															(23,017	)			(21,324	)			(1,693	)			7.9	%
Benefit (provision) for income taxes															641				(1,327	)			1,968				(148.3	%)

Net loss		(52,699	)		(33,437	)		(19,262	)		57.6	%			(22,376	)			(22,651	)			275				(1.2	%)
Less: Net loss attributable to the noncontrolling interest		254			132			122			92.4	%
Net loss attributable to the noncontrolling interest															—				20				(20	)			(100.0	%)

Net loss attributable to SBA Communications Corporation	$	(52,445	)	$	(33,305	)	$	(19,140	)		57.5	%		$	(22,376	)		$	(22,631	)		$	255				(1.1	%)

Site leasing revenues increased ~~$54.3~~$100.6 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including ~~$27.6 million~~$75.7 from the Mobilitie, TowerCo, and Vivo towers acquired in ~~the second quarter, or~~2012, and towers that we constructed subsequent to ~~September 30, 2011~~March 31, 2012 (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the ~~Sprint Network Vision Agreement entered into in the fourth quarter of 2011.~~master lease amendment with T-Mobile.

Site development revenues increased ~~$8.8~~$20.0 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, ~~due to~~as a result of a higher volume of work performed during the quarter as compared to the same period last year ~~including a particularly substantial increase~~ associated with the deployment of next generation networks by wireless carriers, in particular, Sprint’s Network Vision initiative.

Site leasing cost of revenues increased ~~$12.7~~$32.7 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including ~~$10.6~~$31.3 million ~~(the majority of which is reimbursable to us)~~ from the Mobilitie, TowerCo, and Vivo towers acquired ~~in the second quarter,~~during 2012, partially offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased ~~$7.2~~$15.8 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, ~~due to~~as a result of a higher volume of work associated with the deployment of next generation networks by wireless ~~carriers including Sprint’s Network Vision initiative.~~carriers.

Selling, general and administrative expenses increased ~~$2.2~~$3.2 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation due in part to the Company’s ~~recent~~continued portfolio ~~expansion as well as incremental~~expansion.

Asset impairment and decommission costs ~~incurred in connection with our international expansion since the prior year.~~

~~Acquisition related expenses~~ increased ~~$4.2~~$3.4 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, primarily as a result of the write-off of assets and related costs associated with the decommissioning of 55 towers during the three months ended March 31, 2013.

Acquisition related expenses increased $5.5 million for the three months ended March 31, 2013, as compared to the same period in the prior year, primarily as a result of an increase in acquisition and integration related expenses related to the Vivo tower ~~acquisitions as well as a change in~~acquisition which occurred at the ~~fair market value estimate~~end of the ~~earnout accrual during the~~fourth quarter ~~ended September 30, 2012 compared to the quarter ended September 30, 2011.~~of 2012.

Depreciation, accretion and amortization expense increased ~~$22.9~~$43.5 million for the three months ended ~~September 30, 2012,~~March 31, 2013, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including the Mobilitie, TowerCo, and Vivo towers acquired ~~in the second quarter, as of September 30, 2012 compared to those owned at September 30, 2011. The depreciation,~~during 2012. Depreciation, accretion, and amortization expense recorded for the three months ended ~~September 30, 2012 for~~March 31, 2013 includes $38.5 million related to the Mobilitie, ~~towers was $16.6 million.~~TowerCo, and Vivo acquisitions.

Operating income increased ~~$13.5~~$16.5 million for the three months ended ~~September 30, 2012 from~~March 31, 2013 to $56.8 million compared to $40.3 million for the three months ended ~~September 30, 2011,~~March 31, 2012, primarily due to higher segment operating profit in both the site leasing and site development segments offset by increases in acquisition related expenses, asset impairment and decommission costs, depreciation, accretion, and amortization expense, and selling, general and administrative expenses.

Interest expense increased ~~$8.3~~$17.2 million from the three months ended ~~September 30, 2011~~March 31, 2012 due to the higher weighted average principal amount of cash-interest bearing debt outstanding for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the three months ended ~~September 30, 2011,~~March 31, 2012, primarily resulting from the issuance of the 2012-1 Term Loan, 2012-2 Term Loan, 2012-1 Tower Securities, 5.75% Notes and ~~the Mobilitie Bridge Loan offset by the redemption of the remaining $243.8 million in aggregate principal amount of our 8.0% Notes.~~

Non-cash interest expense increased $1.8 million to $17.9 million for the three months ended September 30, 2012, compared to $16.1 million for the three months ended September 30, 2011. This increase primarily reflects the accretion of the debt discounts on the 1.875% and the 4.0% Notes.

~~Loss from extinguishment of debt of $22.6 million for the three months ended September 30, 2012, was primarily due to the premium paid on the redemption of $243.8 million of the 8.0%~~5.625% Notes including the write off of $1.0 million of debt discount. Additionally, losses include the write off of $7.0 million of deferred financing fees related to both the redemption of our 8.0% Notes and the early extinguishment of our Mobilitie Bridge Loan. The Company did not extinguish any debt during ~~the third quarter of 2011.~~

~~Income from discontinued operations was $1.0 million for the three months ended September 30,~~ 2012. As part of the Company’s acquisition of Mobilitie, the Company recorded certain DAS network assets acquired as Assets Held for Sale and reported the related income and expenses in discontinued operations. On September 6, 2012, the Company sold certain DAS networks in New York, Chicago and Las Vegas to ExteNet Systems. One additional network in Auburn, Alabama was sold to ExteNet on October 23, 2012.

Net loss increased $19.3 million to $52.7 million for the three months ended September 30, 2012 from the three months ended September 30, 2011. The increase is primarily due to the loss from the extinguishment of debt, depreciation, accretion and amortization expense as well as selling, general and administrative expenses, interest expense and non-cash interest expense. This was offset by the increase in site leasing segment operating profit.

~~Nine months ended September 30, 2012 Compared to Nine months ended September 30, 2011~~

Site leasing revenues increased $134.2 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including $54.8 million from the Mobilitie towers acquired in the second quarter, or towers that we constructed subsequent to September 30, 2011, (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

Site development revenues increased $11.7 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work performed during the period as compared to the same period last year, including a substantial increase associated with Sprint’s Network Vision initiative.

Site leasing cost of revenues increased $28.8 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including $21.1 million (the majority of which is reimbursable to us) from the Mobilitie towers acquired in the second quarter, offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased $8.6 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work associated with the deployment of next generation networks by wireless carriers including Sprint’s Network Vision initiative.

Selling, general and administrative expenses increased $5.5 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation due in part to the Company’s recent portfolio expansion, as well as incremental costs incurred in connection with our international expansion.

Acquisition related expenses increased $17.0 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in the number of towers acquired, including through the Mobilitie acquisition, as well as changes in the estimate of the earnout accrual due to the fair market adjustment of the earnout liability during the nine month period ended September 30, 2012 compared to the same period ended September 30, 2011. The acquisition related expenses recorded for the Mobilitie acquisition were $13.2 million for the nine months ended September 30, 2012.

Depreciation, accretion and amortization expense increased $47.4 million to $277.1 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including through the Mobilitie acquisition, as of September 30, 2012 compared to those owned at September 30, 2011. The depreciation, accretion and amortization expense recorded for the Mobilitie towers acquired was $27.3 million for the nine months ended September 30, 2012.

Operating income increased $37.4 million to $116.1 million for the nine months ended September 30, 2012 from $78.7 million for the nine months ended September 30, 2011, primarily due to higher segment operating profit in the site leasing segment and offset byThese increases ~~in depreciation, accretion and amortization expense, acquisition related expenses and selling, general and administrative expenses.~~

Interest expense was $136.7 million for the nine months ended September 30, 2012, an increase of $18.1 million from the nine months ended September 30, 2011. This increase was due to the higher weighted average amount of cash-interest bearing debt outstanding for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011 resulting from the issuance of the 2011 Term Loan, 2012-1 Term Loan, 5.75% Notes and the Mobilitie Bridge Loan, as well as the 2012-1 Tower Securities. These were offset by the full redemption of $375.0 million inof principal ~~amount~~balance of ~~our~~the 8.0% Notes and the redemption of the $131.3 million in aggregate principal ~~amount~~balance of ~~our~~the 8.25% Notes.

~~Non-cash interest expense was $52.3~~Amortization of deferred financing fees increased $1.2 million for the ~~nine~~three months ended ~~September 30, 2012, an increase of $5.2 million~~March 31, 2013 from the ~~nine~~three months ended ~~September 30, 2011. This increase reflects~~March 31, 2012, primarily resulting from the ~~accretion~~issuance of the ~~debt discount on the 1.875%~~2012-1 Term Loan, 2012-2 Term Loan, 2012-1 Tower Securities, 5.75% Notes and ~~the 4.0% Notes. This was~~5.625% Notes during 2012 offset by the ~~repurchase of $15.0 million in principal amount of 1.875% Notes in the first quarter of 2011 and by the redemption of $375.0 million~~full repayment of the 8.0% Notes ~~and $131.3 million~~in the third quarter of ~~the 8.25% Notes in~~ 2012.

Other income increased to $5.2 million for the nine months ended September 30, 2012, compared to a $0.5 million expense for the nine months ended September 30, 2011. This increase was a result of a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives.

Loss from extinguishment of debt was $49.8 million for the nine months ended September 30, 2012, an increase of $48.1 million from the nine months ended September 30, 2011. The increase reflects the premium paid on the redemption of $375.0 million of our 8.0% Notes and $131.3 million of our 8.25% Notes and the write off of their related debt discount and deferred financing fees of $2.5 million and $7.7 million, respectively. Additionally, the loss includes the write off of $3.6 million of deferred financing fees related to the early extinguishment of the Mobilitie Bridge Loan. Comparatively, the loss from extinguishment of debt was $1.7 million for the nine months ended September 30, 2011 which was due to the repurchase of $15.0 million in principal amount of the 1.875% Notes.

Income from discontinued operations was $2.3 million for the nine months ended September 30, 2012. As part of the Mobilitie acquisition, the Company recorded certain DAS network assets as Assets Held for Sale and reported the related income and expenses in discontinued operations. On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas to ExteNet Systems, Inc. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012.

Net loss ~~was $128.8~~decreased $0.3 million to $22.4 million for the ~~nine~~three months ended ~~September 30, 2012, an increase of $31.1 million~~March 31, 2013 from the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012. The decrease is primarily due to an increase in our site leasing and site development segments operating profit, as well as an income tax benefit realized during the three months ended March 31, 2013. These items were partially offset by increases in ~~the loss on extinguishment of debt,~~selling, general, and administrative expenses, asset impairment and decommission costs, acquisition related expenses, depreciation, ~~accretion~~amortization, and ~~amortization expense as well as interest expense, non-cash~~accretion, interest expense, and ~~selling, general and administrative costs. This was offset by an increase in site leasing segment operating profit.~~other expenses.

SBA Communications Corporation is a holding company with no business operations of its own. SBA Communications’ only significant asset is the outstanding capital stock of SBA Telecommunications, LLC (formerly known as Telecommunications, Inc.) (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.


	For the nine months ended						For the three months ended
	September 30, 2012			September 30, 2011			March 31, 2013			March 31, 2012
	(in thousands)						(in thousands)
Summary cash flow information:
Cash provided by operating activities	$	237,523		$	186,427		$	94,228		$	66,040
Cash used in investing activities		(965,193	)		(307,250	)		(244,657	)		(75,890	)
Cash provided by financing activities		2,119,105			236,073			37,801			488,091

Increase in cash and cash equivalents		1,391,435			115,250
Increase (decrease) in cash and cash equivalents								(112,869	)		478,241
Effect of exchange rate changes on cash and cash equivalents		(55	)		(199	)		1,759			(3	)
Cash provided by discontinued operations from operating activities		2,349			—
Cash and cash equivalents, beginning of the period		47,316			64,254			233,099			47,316

Cash and cash equivalents, end of the period	$	1,441,045		$	179,305		$	122,230		$	525,554

We fund our growth, including our tower portfolio growth, through cash flows from operations, long-term indebtedness and equity issuances. With respect to our debt financing, we have issued secured and unsecured debt instruments at various levels of our organizational structure to minimize our financing costs while maximizing our operational flexibility.

Cash provided by operating activities was ~~$237.5~~$94.2 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 as compared to ~~$186.4~~$66.0 million for the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012. This increase was primarily due to an increase in segment operating profit from the site leasing ~~segment~~and site development operating segments partially offset by increased cash interest payments relating to the higher average amount of cash-interest bearing debt outstanding for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 compared to the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012.

During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, we ~~borrowed $484.0 million and repaid $484.0 million~~did not borrow any amounts under the Revolving Credit Facility. As of ~~September 30, 2012,~~March 31, 2013, the availability under the Revolving Credit Facility was ~~$700.0~~$670 million, subject to compliance with ~~specific~~ financial ~~ratios and the satisfaction of other customary conditions to borrowing in the Senior Credit Agreement.~~

~~On March 7, 2012, we sold 6,005,000 shares of our Class A common stock at $47.30 per share resulting in proceeds of $283.9 million, net of related fees.~~

In connection with the Mobilitie acquisition, which we consummated on April 2, 2012, we issued, as a portion of the consideration, 5,250,000 newly issued shares of our Class A common stock. We simultaneously entered into the Bridge Loan Credit Agreement (as defined below) for a $400 million bridge loan.

On May 9, 2012, we obtained a new $200.0 million senior secured term loan (“2012-1 Term Loan”). The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of September 30, 2012, the 2012-1 Term Loan was accruing interest at 2.72% per annum. Principal of the 2012-1 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter.ratios.

On ~~July 13, 2012,~~April 18, 2013, we issued ~~$800.0 million~~$1.33 billion of ~~our 5.75% unsecured senior notes due July 15, 2020 at par with interest payable semi-annually on July 15 and January 15 of each year beginning on January 15, 2013.~~

~~On August 9, 2012, we issued $610.0 million of the 2012-1~~2013 Tower Securities (as defined below) ~~at par~~ which have ana blended coupon interest rate of 3.218% per annum, payable monthly and a weighted average life through the anticipated repayment date of ~~December 15, 2017~~7.2 years . The proceeds from this issuance were used to settle a portion of our obligations under our 1.875% Notes, pay down the outstanding balance under our Revolving Credit Facility and ~~a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly.~~

~~On September 28, 2012, we issued~~pay down an aggregate $500.0 million ofunder our ~~5.625% unsecured senior notes due October 1, 2019 at par with interest payable semi-annually on October 1~~2011 and ~~April 1 of each year, beginning on April 1, 2013.~~

~~On September 28, 2012, we obtained a new $300.0 million~~ 2012-2 Term Loan (as defined below). The 2012-2 Term Loan accrues interest, at SBA Senior Finance II, LLC’s (“SBA Senior Finance”) election, at either the Base Rate plus 1.75% per annum (with a Base Rate floor of 2%) or Eurodollar Rate plus 2.75% per annum (with a Eurodollar Rate floor of 1%). Principal of the 2012-2 Term Loan is to be repaid in equal quarterly installments in March, June, September and December (commencing in March 2013) in an aggregate amount equal to $3.0 million per year with the remaining balance payable upon maturity in September 2019. The 2012-2 Term Loan was issued at 99.75% of par value.

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites or related assets. During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, we did not issue any shares of Class A common stock under this registration statement. As of ~~September 30, 2012,~~March 31, 2013, we had approximately 1.7 million shares of Class A common stock remaining under this shelf registration statement.

On February 27, 2012, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement. During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, we ~~issued 6,005,000~~did not issue any shares of our Class A common stock under the automatic shelf registration statement and the prospectus supplement related thereto.

We believe that our principal use of liquidity will be to fund tower portfolio growth and, secondarily, to fund our stock repurchase program. In the future, we may repurchase, for cash or equity, our outstanding indebtedness in privately-negotiated or open market transactions in order to optimize our liquidity and leverage and take advantage of market opportunities.

In order to manage our leverage and liquidity positions, take advantage of market opportunities and ensure continued compliance with our financial covenants, we may from time to time repurchase our outstanding indebtedness for cash or equity. If we undertake debt repurchases or exchanges, these actions could materially impact the amount and composition of indebtedness outstanding or dilute our existing shareholders.

A detail of our cash capital expenditures ~~for the nine months ended September 30, 2012 were $1,057.5 million. The $1,057.5~~is as follows:

On April 24, 2013 we prepaid $310.7 million ~~consists~~ of ~~cash capital expenditures~~principal balance of ~~$957.1~~our 2011 Term Loan and $189.3 million ~~that we incurred primarily in connection with the acquisition~~ of ~~2,496 completed towers net~~principal balance of ~~related working capital adjustments and earnouts paid in connection with previous acquisitions, $50.3 million for construction and related costs associated with the completion of 252 new~~

towers and for sites in process during the nine months ended September 30, 2012, $6.4 million for tower maintenance capital expenditures, $15.8 million for augmentations and tower upgrades, $2.0 million for general corporate expenditures and $25.9 million for ground lease purchases (excluding $4.7 million spent to extend ground lease terms).our 2012-2 Term Loan.

On April ~~2, 2012,~~25, 2013 we ~~completed our acquisition of~~repaid the equity interests in certain entities affiliated with Mobilitie LLC. In connection with the acquisition, we paid approximately $850 million in cash, which we funded from (i) borrowings under our Revolving Credit Facility and (ii) a new $400 million bridge loan (“Mobilitie Bridge Loan”). Additionally, we issued 5.25 million shares of our Class A common stock.

On April 13, 2012, the proceeds from the equity offering of 6,005,000 shares of our Class A common stock were used to redeem $131.3 million in aggregate principal amount of our 8.0% Notes and $131.3 million in aggregate principal amount of our 8.25% Notes and to pay the applicable premium for the redemption.

~~On May 9, 2012, we used the proceeds from the 2012-1 Term Loan to repay $200.0 million of the outstanding balance under our Revolving Credit Facility.~~

~~On July 13, 2012, we used the net proceeds from the issuance of the 5.75% Notes to repay the $400.0 million outstanding balance under the Mobilitie Bridge Loan and to repay the $284.0~~$100.0 million outstanding balance under our ~~Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.~~revolving credit facility.

On ~~August 9, 2012,~~May 1, 2013 we ~~used~~settled the ~~net proceeds from the issuance of the 2012-1 Tower Securities~~converted notes related to ~~repay~~our 1.875% Notes with $794.8 million in ~~full~~cash. We also paid the remaining ~~$243.8~~principal and accrued interest related to the 142 notes that were not converted.

We settled $18.1 million ~~balance~~ of ~~the 8.0%~~early conversions of our 1.875% Notes ~~plus $14.6 million in applicable premium associated~~ with ~~early redemption. The remaining net proceeds were used to pay a portion of the cash consideration in connection with our acquisition of TowerCo II Holdings LLC and for general corporate purposes.~~

On October 1, 2012, we completed our previously announced acquisition of TowerCo II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, we paid $1.2 billion in cash and issued 4.6 million437,134 shares of ~~our Class~~SBA class A common ~~stock.~~stock during the first and second quarters of 2013.

Concurrent with the settlement of our conversion obligation we settled our convertible note hedges and received $182.9 million, $45.2 million of which was received during the three months ended March 31, 2013 and $137.7 million received in the second quarter of 2013.

During the remainder of ~~2012,~~2013, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of ~~$3.0~~$11 million to ~~$4.0~~$16 million. ~~In addition to the TowerCo acquisition, we~~We expect to have discretionary cash capital expenditures during the remainder of ~~2012~~2013 primarily associated with new tower construction, additional tower acquisitions, tower augmentations and ground lease purchases. We expect to fund these additional cash capital expenditures from cash on hand, cash flow from operations and borrowings under the Revolving Credit Facility. The exact amount of our future cash capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, our new tower build and tower acquisition programs, and our ground lease purchase program.

Subsequent to ~~September 30, 2012,~~March 31, 2013, we acquired 47 towers for an aggregate consideration paid of ~~$2.0~~$2.8 million in cash.

During the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 we did not repurchase any shares of our Class A common stock under our stock repurchase program. As of ~~September 30, 2012,~~March 31, 2013, we had a remaining authorization to repurchase ~~$150.0~~$150 million of Class A common stock under our current $300.0 million stock repurchase program.

~~May 9, 2012. The Company incurred deferred financing fees of $1.1 million in relation to these increases.~~ Amounts borrowed under the Revolving Credit Facility accrue interest at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the ~~Amended and Restated~~Senior Credit ~~Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC on June 30, 2011, as amended.~~Agreement. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period. As of ~~September 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with~~March 31, 2013, the ~~financial covenants contained in the Senior Credit Agreement.~~

~~During the nine months ended September 30, 2012, we borrowed $484.0 million~~amount outstanding under the Revolving Credit Facility ~~and repaid~~of $100 million was accruing interest at 2.335% per annum.

During the ~~full $484.0 million.~~three months ended March 31, 2013, we did not borrow any additional amounts under the Revolving Credit Facility. As of ~~September 30, 2012, we do not have any amounts outstanding~~March 31, 2013, the availability under ~~our~~the Revolving Credit ~~Facility.~~Facility was $670.0 million, subject to compliance with specified financial ratios, and satisfaction of customary conditions to borrowing.

On April 25, 2013, we paid off the $100 million outstanding balance on the Revolving Credit Facility using proceeds from the 2013 Tower Securities (defined below).

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest, at ~~our~~SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of ~~September 30, 2012,~~March 31, 2013, the 2011 Term Loan was accruing interest at 3.75% per annum. ~~Quarterly principal payments have commenced as of September 30, 2011, in which $1.25 million of the principal~~Principal on the 2011 Term Loan is repaid in quarterly installments of $1.25 million on the last day of each March, June, September and ~~December.~~December, which commenced on September 30, 2011. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. ~~We have~~SBA Senior Finance

II has the ability to prepay any or all amounts under the 2011 Term Loan without premium or penalty. The 2011 Term Loan was issued at 99.75% of par value. As of March 31, 2013, we had deferred financing fees of $4.9 million associated with this transaction which are being amortized through the maturity date.

During the ~~nine~~three months ended ~~September 30, 2012,~~March 31, 2013, we made ~~scheduled principal~~ repayments ~~of $3.8 million.~~totaling $1.3 million on the 2011 Term Loan. As of ~~September 30, 2012,~~March 31, 2013, the 2011 Term Loan had a principal balance of ~~$493.8~~$491.3 million. On April 24, 2013, we paid off $310.7 million of the 2011 Term Loan using proceeds from the 2013 Tower Securities (defined below) and wrote off $0.8 million of deferred financing fees and $0.6 million of discount related to the debt. As a result of the prepayment, no further scheduled quarterly principal payments are required until the maturity date.

The 2012-1 Term Loan ~~which we obtained~~consists of a senior secured term loan in an initial aggregate principal amount of $200.0 million and matures on May 9, ~~2012, consists of a $200.0 million senior secured term loan.~~2017. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from ~~1.00%~~100 to ~~1.50%~~150 basis points or the Eurodollar Rate plus a margin that ranges from ~~2.00%~~200 to ~~2.50%,~~250 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of ~~September 30, 2012,~~March 31, 2013, the 2012-1 Term Loan was accruing interest at ~~2.72%~~2.460% per annum. ~~Commencing~~Having commenced on September 30, 2012, principal of the 2012-1 Term Loan is being repaid in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously paid, the 2012-1 Term Loan will be due and payable on ~~May 9, 2017.~~the maturity date. The 2012-1 Term Loan was issued at par. ~~Proceeds from~~As of March 31, 2013, we had deferred financing fees of $2.7 million in relation to this transaction which are being amortized through the maturity date.

During the three months ended March 31, 2013, we made repayments totaling $2.5 million on the 2012-1 Term ~~Loan were used to pay amounts outstanding under the Revolving Credit Facility.~~

~~During the nine months ended September 30, 2012, we made a scheduled principal repayment of $2.5 million.~~Loan. As of ~~September 30, 2012,~~March 31, 2013, the 2012-1 Term Loan had a principal balance of ~~$197.5~~$192.5 million.

The 2012-2 Term Loan ~~which we obtained on September 28, 2012,~~ consists of a ~~$300.0 million~~ senior secured term loan ~~that~~in an initial aggregate principal amount of $300.0 million and matures on September 28, 2019. The 2012-2 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or ~~the~~ Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). As of ~~September 30, 2012,~~March 31, 2013, the 2012-2 Term Loan was accruing interest at 3.75% per annum. Principal of the 2012-2 Term Loan ~~will~~is to be repaid in equal quarterly installments on the last day of each March, June, September and December, commencing in March 2013, in an aggregate amount equal to $3.0 million per year. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-2 Term Loan without premium or penalty, with the exception of a 1% premium if prepayment ~~is made in~~occurs during the first year of the ~~loan.~~loan with proceeds from certain refinancing or repricing transactions. To the extent not previously paid, the 2012-2 Term Loan iswill be due and payable ~~in September 2019.~~on the maturity date. The 2012-2 Term Loan was issued at 99.75% of par value. ~~We used~~As of March 31, 2013, we had deferred financing fees of approximately $3.5 million in relation to this transaction which are being amortized through the ~~borrowings under~~maturity date.

During the three months ended March 31, 2013, we made repayments totaling $0.8 million on the 2012-2 Term Loan. As of March 31, 2013, the 2012-2 Term Loan ~~to pay~~had a ~~part~~principal balance of ~~the cash consideration in the TowerCo acquisition. The remaining proceeds under~~$299.3 million. On April 24, 2013, we paid off $189.3 million of the 2012-2 Term Loan ~~are expected~~using proceeds from the 2013 Tower Securities (defined below) and wrote off $0.2 million of deferred financing fees and $0.4 million of discount related to ~~be used for general corporate purposes.~~

~~Simultaneous with~~ the ~~closing~~debt. As a result of the ~~Mobilitie acquisition, our wholly-owned subsidiary, SBA Monarch, as borrower, entered into a credit agreement with~~prepayment, no further scheduled quarterly principal payments are required until 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 “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged 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).maturity date.

~~On July 13, 2012, we repaid the $400 million principal outstanding under the Mobilitie Bridge Loan from the proceeds of the 5.75% Notes.~~

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of ~~Secured~~2010-1 Tower ~~Revenue~~ Securities ~~Series 2010-1 (the “2010-1 Tower Securities”),~~ and $550.0 million of ~~Secured~~2010-2 Tower ~~Revenue~~ Securities ~~Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities,~~(together the “2010 Tower Securities”). The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the ~~2010-1~~2010–1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the ~~2010-2~~2010–2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined ~~below)~~in the Annual Report on Form 10-K). ~~For a detailed discussion~~As of March 31, 2013, we had deferred financing fees of approximately $18.0 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2010 Tower ~~Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012.~~Securities.

On August 9, 2012, we, through ~~our~~the Trust, ~~sold~~issued $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly. ~~Net proceeds from the 2012-1 Tower Securities were used to~~

~~repay in full the remaining $243.8 million balance~~As of ~~the 8.0% Senior Notes due 2016 plus $14.6~~March 31, 2013, we had deferred financing fees of approximately $14.8 million in ~~applicable premium associated with early redemption. The remaining net proceeds were used (1)~~relation to ~~pay a portion of~~this transaction which are being amortized through the ~~cash consideration in connection with SBA’s acquisition of TowerCo and (2) for general corporate purposes.~~

~~In connection with the issuance~~anticipated repayment date of the 2012-1 Tower Securities, the parties entered into the Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012 (the “Fifth Loan Supplement”), which amended the original agreement and amendment dated November 18, 2005. The Fifth Loan Supplement was executed by and among SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc. (the “Initial Borrowers”) and SBA Infrastructure, LLC, SBA Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the “Additional Borrowers” and together with the Initial Borrowers, the “Borrowers”) and other parties.Securities.

As of ~~September 30, 2012, the Borrowers~~March 31, 2013, we met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

On April 18, 2013, we, through our existing SBA Tower Trust, sold $425 million of 2.240% Secured Tower Revenue Securities Series 2013-1C which have an anticipated repayment date of April 2018 and a final maturity date of April 2043, $575 million of 3.722% Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 2023 and a final maturity date of April 2048, and $330 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an anticipated repayment date of April 2018 and a final maturity date of April 2043 (the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% and a weighted average life through the anticipated repayment date of 7.2 years.

Net proceeds from this offering were used to repay the $100 million outstanding balance under our Revolving Credit Facility, $310.7 million of the 2011 Term Loan, and $189.3 million of the 2012-2 Term Loan under the Senior Credit Agreement. The rest of the net proceeds was used to satisfy unhedged obligations in connection with the conversion or May 1, 2013 maturity of the 1.875% Convertible Senior Notes due 2013.

~~At September 30, 2012,~~On May 16, 2008, we ~~had $535.0~~issued $550.0 million ~~outstanding~~ of our 1.875% Convertible Senior Notes (the “1.875% Notes”) which were recorded at their discounted carrying value of $512.3 million. The maturity date of the 1.875% Notes is May 1, 2013, and as such they are included in current maturities of long term debt in current liabilities.. Interest ~~on the 1.875% Notes~~ is payable semi-annually ~~each~~on May 1 and November 1.1, and the Notes matured on May 1, 2013. The ~~1.875%~~ Notes ~~are~~were convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date. ~~During~~

Prior to the final settlement period, which began on February 22, 2013, we received conversion notices with respect to $18.1 million in principal of the 1.875% Notes of which $5.3 million were settled during the first quarter of ~~2011,~~2013. These notes were converted and settled with the issuance of 437,134 shares of SBA common stock of which 128,332 shares related to the first quarter of 2013. In connection with these conversions, the convertible note hedges on the notes converted and the related common stock warrants were automatically exercised. As a result, the Company ~~repurchased $15.0 million~~received a net 71,054 shares of SBA common stock of which 20,616 shares were received during the first quarter of 2013.

On February 1, 2013, we provided notice to the trustee and holders of its 1.875% Notes that we elected to settle 100% of our future conversion obligations pursuant to the Indenture governing the 1.875% Notes ~~resulting~~ in cash, effective February 4, 2013.

From February 4, 2013 to April 29, 2013, we received additional conversion notices from holders of an aggregate of $450.6 million in principal of our 1.875% notes (excluding $81.2 million in principal of the Notes held by a subsidiary of ours which were also converted). Pursuant to the terms of the Indenture, these notes were converted at a price of $1,764.02 per $1,000 of principal ~~balance~~or an aggregate of ~~$535.0~~$794.8 million. The remaining $142,000 aggregate principal amount of 1.875% Notes that was not converted matured on May 1, 2013 and were settled in cash at principal plus accrued interest.

Concurrently with the ~~pricing~~settlement of our ~~1.875% Notes,~~conversion obligation, we ~~entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of~~settled the convertible note ~~offerings. The initial strike price of~~hedges that we had initially purchased at the ~~convertible note hedge transactions relating to our~~time the outstanding 1.875% Notes ~~is $41.46 per share~~were issued. In connection with the settlement of ~~our Class A~~these options, we received an aggregate of $182.7 million in cash of which $45.3 million was received during the three months ended March 31, 2013.

As of May 1, 2013, common stock ~~(the same as the initial conversion price of our 1.875% Notes) and the upper strike price of the~~ warrants ~~is $67.37 per share. Although we initially entered into convertible note hedge and warrant transactions~~remain outstanding with respect to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, we terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,78013,156,497 underlying shares of our Class A common ~~stock potentially issuable upon conversion of our 1.875% Notes. Consequently, we do not currently~~stock. These warrants have a ~~hedge with respect to those shares and, to the extent that the market~~strike price of ~~our Class A common stock exceeds $41.46~~$67.37 per share ~~upon conversion of the notes, we will be subject to dilution, or if we settle in cash, additional costs, upon conversion of that portion of the 1.875% Notes.~~

~~On April 17, 2012 the Company received~~and expire evenly over a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount received was recorded as a gain in other income in the statement of operations during the nine months ended September 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the nine months ended September 30, 2012.60 day trading period beginning August 1, 2013.

~~As of September 30, 2012,~~On April 24, 2009, we ~~had outstanding~~issued $500.0 million of our 4.0% Convertible Senior Notes ~~(the “4.0%~~(“4.0% Notes”) ~~which were recorded at their discounted carrying value of $422.1 million. The maturity date of the 4.0% Notes is October 1, 2014.~~in a private placement transaction. Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0%

The 4.0% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 32.9164 shares of our Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of ~~our~~the 4.0% Notes, we entered into convertible note hedge ~~transactions~~ and warrant transactions with affiliates of certain of the initial purchasers of the convertible ~~note offerings.~~notes. The initial strike price of the convertible note hedge transactions relating to ~~our~~the 4.0% Notes is $30.38 per share of our Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

~~The 1.875% Notes and~~We are amortizing the debt discount on the 4.0% Notes ~~(collectively “the Notes”)~~utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate of the 4.0% Notes from its coupon rate of 4.0% to 12.9%. As of March 31, 2013 and December 31, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

The 4.0 % Notes are reflected in long-term debt in our Consolidated Balance Sheets at carrying value. The following table summarizes the balances for the 4.0% Notes:

As of March 31, 2013, the 4.0% ~~Notes.~~Notes were convertible by the noteholders.

Upon conversion, we have the right to settle our conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of our Class A common stock. From time to time, upon notice to the holders of the Notes, we may change our election regarding the form of consideration that we will use to settle our conversion obligation; provided, however, that we are not permitted to change our settlement election after ~~February 18, 2013 for the 1.875% Notes and~~ July 21, 2014 for the 4.0% Notes.

AtDuring the ~~end of the first quarter of 2012~~three months ended March 31, 2013, 3 notes valued at $1,000 per note for the 4.0% Notes ~~became convertible by the note holders because~~were settled in shares of our Class A common stock ~~closing price per share exceeded $39.49~~and cash for ~~at least 20 trading days during~~fractional shares. In connection with the ~~30 consecutive trading day period ending on March 30, 2012. On July~~conversion, we received the applicable shares of stock due under the associated proportionate bond hedges. In addition, we received 3 ~~2012 and October 4, 2012, we again announced that the requisite conditions had been met as of the end of the second and third quarters, respectively, and that~~conversion notices for the 4.0% Notes ~~remained convertible by~~totaling 10 notes valued at $1,000 per note during the note holders. The 4.0% Notes will continue to be convertible through December 31, 2012, and will still be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods. During the third quarter, $10,000 of the 4.0% Notes were converted to our Class A common stock.

~~At the end of the third~~first quarter of ~~2012, the conversion right for the 1.875% Notes was triggered because~~2013. These notes will be settled in shares of our Class A common stock ~~closing price per share exceeded $53.90~~and cash for ~~at least 20 trading days~~fractional shares during the ~~30 consecutive trading day period ending on September 30, 2012. The 1.875% Notes will continue to be convertible until December 31, 2012, and may be convertible thereafter, if one or more~~second quarter of ~~the conversion conditions specified in the Indenture, dated as of May 16, 2008, are satisfied during future measurement periods.~~2013.

On July 24, 2009, our wholly-owned subsidiary, SBA Telecommunications, LLC, issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which were due August 15, ~~2019.~~2019 (the “8.25% Notes”). The ~~notes due 2016 (the “8.0% Notes”) have~~8.0% Notes had an interest rate of ~~8.0%~~8.00% per annum and were issued at a price of 99.330% of their face value. The ~~notes due 2019 (the “8.25% Notes”)~~8.25% Notes have an interest rate of 8.25% per annum and were issued at a price of 99.152% of their face value. Interest on each of the ~~8.0%~~Senior Notes ~~and 8.25% Notes is~~was due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. ~~During~~We incurred deferred financing fees of approximately $16.5 million in relation to this transaction which are being amortized through the ~~nine months ended September 30,~~anticipated repayment date of each of the Senior Notes. Net proceeds of this offering were $727.8 million after deducting expenses and the original issue discount. We are amortizing the debt discount on the Senior Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25% Notes.

On April 13, 2012, we ~~redeemed~~used the ~~full $375.0~~proceeds of an equity offering to redeem $131.3 million in aggregate principal amount of our 8.0% Notes and $131.3 million in aggregate principal amount of our 8.25% Notes and to pay $21.3 million as a premium on the redemption of the notes. Additionally, we wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On August 29, 2012, we redeemed the remaining $243.8 million principal balance of the 8.0% Notes plus paid ~~the~~$14.6 million in applicable premium ~~for~~on the ~~redemption. The~~redemption of the notes. Additionally, we wrote off $1.0 million and $3.4 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

As of March 31, 2013, the principal balance of the 8.25% Notes ~~are fully~~was $243.8 million and ~~unconditionally guaranteed by SBA Communications.~~the carrying value was $242.2 million.

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. We incurred deferred financing fees of approximately $13.9 million in relation to this transaction which are being amortized through the maturity date. We used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under our Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

In connection with the issuance of the 5.75% Notes, we entered into a Registration Rights Agreement ~~(the “Registration Rights Agreement”)~~ with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, we and Telecommunications agreed to use our respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.75% Notes for new notes guaranteed by us registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 8, 2013. If we fail to satisfy certain ~~filings~~filing and other obligations with respect to the exchange, we will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until our registration obligations are fulfilled, up to a maximum of 1.00% per annum.

On September 28, 2012, we issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The 5.625% Notes accrue interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. ~~The Company~~We incurred deferred financing fees of approximately $8.4 million in relation to this transaction which are being amortized through the maturity date. We used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition.

In connection with the issuance of the 5.625% Notes, we entered into a Registration Rights Agreement ~~(the “Registration Rights Agreement”)~~ with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, we agreed to use our reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.625% Notes for new notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to September 23, 2013. If we fail to satisfy certain ~~filings~~filing and other obligations with respect to the exchange, we will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until our registration obligations are fulfilled, up to a maximum of 1.00% per annum.

As of September 30, 2012, we believe that our cash on hand, capacity available under our Revolving Credit Facility and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of September 30, 2012 and the interest rates accruing on those amounts on such date:

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation.

~~There are no accounting changes or relevant recent accounting pronouncements.~~

We are exposed to certain market risks that are inherent in our financial instruments.

The following table presents the future principal payment obligations associated with our debt instruments assuming our actual level of indebtedness as of ~~September 30, 2012:~~March 31, 2013:

Our current primary market risk exposure is interest rate risk relating to (1) our ability to meet financial covenants and (2) the impact of interest rate movements on our 2011 Term Loan, 2012-1 Term Loan, 2012-2 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. In addition, in connection with our convertible notes, we are subject to market risk associated with the market price of our common stock.

This ~~quarterly~~annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section ~~21 E~~21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this ~~quarterly~~annual report contains forward-looking statements regarding:

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities and Exchange Act Rule 13a-15(e) as of ~~September 30, 2012.~~March 31, 2013. Based on such evaluation, such officers have concluded that, as of ~~September 30, 2012,~~March 31, 2013, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2012~~March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On March 14, 2013, SBA Senior Finance II LLC entered into a Revolving Credit Commitment Increase Supplement, with Citibank, N.A. (“Citibank”), Toronto Dominion (Texas) LLC, as administrative agent, and The Toronto-Dominion Bank, New York Branch, as issuing lender, pursuant to which SBA Senior Finance II exercised its right to upsize the aggregate principal amount of its Revolving Credit Facility from $730 million to $770 million effective March 28, 2013. All other terms of the Senior Credit Agreement remained the same.

SBA and certain of its affiliates have previously entered into commercial financial arrangements with Citibank, and/or its affiliates, and each of these entities and/or its affiliates has in the past provided financial, advisory, investment banking and other services to SBA and its affiliates. Specifically, (1) Citibank N.A. serves as a lender in connection with amounts borrowed under the Senior Credit Agreement, (2) Citigroup Global Markets Inc. acted as an underwriter in connection with SBA’s issuance of Class A common stock in March 2012, (3) Citigroup Global Markets Inc. acted as an underwriter in connection with SBA Telecommunications, Inc.’s issuance of the 5.75% Senior Notes due 2020 in July 2012, the issuance by SBA of the 5.625% Senior Notes due 2019 and the issuance by SBA Tower Trust of the 2012-1 Tower Securities, the 2013-1C Tower Securities, the 2013-1D Tower Securities and the 2013-2C Tower Securities, and (4) Citibank provided financing commitments in connection with the TowerCo acquisition.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain ~~Officers~~Officers.

In recognition of the superior performance required to successfully (i) negotiate and integrate the Company’s two recent material acquisitions, the Mobilitie acquisition and the TowerCo acquisition, which increased the Company’s tower portfolio by 52% from the number of towers owned on March 31, 2012, and (ii) complete the related financings to support such acquisitions, on August 27, 2012,On February 20, 2013, the Compensation Committee ~~(the “Committee”)~~ of the Board of Directors of SBA approved an increase in the ~~Company approved awards~~base salaries for each of ~~special performance bonuses to certain employees, including the Company’s names~~its named executive officers. Specifically, the ~~Committee approved a special bonus in the amount~~salaries of ~~$150,000 to Jeffrey A.~~Messrs. Stoops, ~~the Company’s President~~Cavanagh, Bagwell, Hunt and ~~Chief Executive Officer, $90,000 to Brendan T. Cavanagh, the Company’s Senior Vice President~~Silberstein were increased by 4%, 11%, 8%, 8% and Chief Financial Officer, $60,000 to Kurt L. Bagwell, the Company’s President – International, $90,000 to Thomas P. Hunt, the Company’s Chief Administrative Officer and General Counsel, and $60,000 to Jason V. Silberstein, the Company’s Senior Vice President – Property Management.9%, respectively.

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 thereunto duly authorized.


Florida		65-0716501
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5900 Broken Sound Parkway NW Boca Raton, Florida		33487
(Address of principal executive offices)		(Zip code)


		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of ~~September 30, 2012~~March 31, 2013 (unaudited) and December 31, ~~2011~~2012		1

	Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~		2

	Consolidated Statements of Comprehensive Loss (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~		3

	Consolidated Statement of Shareholders’ Equity ~~(Deficit)~~ (unaudited) for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013		4

	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~		5

	Condensed Notes to Consolidated Financial Statements (unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2724

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4940

Item 4.	Controls and Procedures		5243

PART II - OTHER INFORMATION

Item 5.	Other Information		5243

Item 6.	Exhibits		5344

SIGNATURES			5445


	For the three months
	ended March 31,
	2013			2012
Net loss	$	(22,376	)	$	(22,651	)
Other comprehensive loss associated with derivative instruments:
Foreign currency translation adjustments		1,554			742

Comprehensive loss		(20,822	)		(21,909	)
Comprehensive loss attributable to the noncontrolling interest		—			20

Comprehensive loss attributable to SBA Communications Corporation	$	(20,822	)	$	(21,889	)


	As of March 31, 2013						As of December 31, 2012
			Principal		Carrying				Principal		Carrying
	Fair Value		Balance		Value		Fair Value		Balance		Value
	(in thousands)

1.875% Convertible Senior Notes	$	798,403	$	463,514	$	460,454	$	714,096	$	468,836	$	457,351
4.000% Convertible Senior Notes		1,196,859		499,983		439,723		1,060,622		499,987		430,751
8.250% Senior Notes		268,734		243,750		242,249		272,391		243,750		242,205
5.625% Senior Notes		515,000		500,000		500,000		523,750		500,000		500,000
5.750% Senior Notes		832,000		800,000		800,000		848,000		800,000		800,000
4.254% Secured Tower Revenue Securities Series 2010-1		709,213		680,000		680,000		713,619		680,000		680,000
5.101% Secured Tower Revenue Securities Series 2010-2		618,954		550,000		550,000		621,379		550,000		550,000
2.933% Secured Tower Revenue Securities Series 2012-1		636,071		610,000		610,000		635,614		610,000		610,000
Revolving Credit Facility		100,000		100,000		100,000		100,000		100,000		100,000
2011 Term Loan B		494,934		491,250		490,313		493,731		492,500		491,518
2012-1 Term Loan A		192,019		192,500		192,500		194,513		195,000		195,000
2012-2 Term Loan B		303,739		299,250		298,554		300,750		300,000		299,278

Totals:	$	6,665,926	$	5,430,247	$	5,363,793	$	6,478,465	$	5,440,073	$	5,356,103


	Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income, net		Total
	Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income, net		Total

BALANCE, December 31, 2011		109,675	$	1,097	$	2,268,244	$	(2,281,139	)	$	485	$	(11,313	)
Net loss attributable to SBA Communications Corporation		—		—		—		(128,548	)		—		(128,548	)
Foreign currency translation adjustments		—		—		—		—			1,449		1,449
Common stock issued in connection with acquisition		5,250		53		263,288		—			—		263,341
Non-cash compensation		—		—		10,770		—			—		10,770
Conversion of 4.0% Convertible Senior Notes		—		—		10		—			—		10
Common stock issued in connection with option plans/restriction lapse		879		8		20,938		—			—		20,946
Proceeds from sale of common stock		6,005		60		283,819		—			—		283,879

BALANCE, September 30, 2012		121,809	$	1,218	$	2,847,069	$	(2,409,687	)	$	1,934	$	440,534


											Accumulated
	Class A					Additional					Other
	Common Stock					Paid-In		Accumulated			Comprehensive
	Shares			Amount		Capital		Deficit			Income, net		Total

BALANCE, December 31, 2012		126,933		$	1,269	$	3,111,107	$	(2,462,176	)	$	2,791	$	652,991
Net loss attributable to SBA Communications		—			—		—		(22,376	)		—		(22,376	)
Common stock issued in connection with stock purchase/option plans		260			3		4,322		—			—		4,325
Non-cash compensation		—			—		3,910		—			—		3,910
Purchase of redeemable noncontrolling interest		—			—		5,701		—			—		5,701
Stock issuance related to conversion of convertible notes		128			1		5,307		—			—		5,308
Settlement of convertible note hedges		(24	)		—		45,232		—			—		45,232
Settlement of common stock warrants		3			—		—		—			—		—
Foreign currency translation adjustments		—			—		—		—			1,554		1,554

BALANCE, March 31, 2013		127,300		$	1,273	$	3,175,579	$	(2,484,552	)	$	4,345	$	696,645


Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		24,221
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		399,759
Network location intangible		84,965
Other assets		2,201

Total assets acquired		1,136,809

Current liabilities assumed		(11,619	)
Long-term deferred tax liability		(13,526	)

Net assets acquired	$	1,111,664


	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,606		$	200,007		$	686,999		$	564,264
Operating income	$	41,071		$	29,552		$	104,553		$	81,604
Net loss	$	(52,699	)	$	(33,952	)	$	(140,349	)	$	(105,206	)


	As of March 31, 2013							As of December 31, 2012
	Gross carrying		Accumulated			Net book		Gross carrying		Accumulated			Net book
	amount		amortization			value		amount		amortization			value
	(in thousands)
Current contract intangibles	$	2,754,449	$	(506,060	)	$	2,248,389	$	2,744,968	$	(462,016	)	$	2,282,952
Network location intangibles		1,105,310		(268,240	)		837,070		1,101,566		(250,385	)		851,181


Total intangible assets	$	3,859,759	$	(774,300	)	$	3,085,459	$	3,846,534	$	(712,401	)	$	3,134,133


	As of September 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,844,690	$	(416,057	)	$	1,428,633	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		903,783		(231,802	)		671,981		772,467		(190,162	)		582,305


Intangible assets, net	$	2,748,473	$	(647,859	)	$	2,100,614	$	2,163,468	$	(523,684	)	$	1,639,784


	Maturity	As of					As of
	Date	March 31, 2013					December 31, 2012
		Principal		Carrying			Principal		Carrying
		Balance		Value			Balance		Value
		(in thousands)

1.875% Convertible Senior Notes	May 1, 2013	$	463,514	$	460,454		$	468,836	$	457,351
4.000% Convertible Senior Notes	Oct. 1, 2014		499,983		439,723			499,987		430,751
8.250% Senior Notes	Aug. 15, 2019		243,750		242,249			243,750		242,205
5.625% Senior Notes	Oct. 1, 2019		500,000		500,000			500,000		500,000
5.750% Senior Notes	July 15, 2020		800,000		800,000			800,000		800,000
4.254% Secured Tower Revenue Securities Series 2010-1	April 15, 2015		680,000		680,000			680,000		680,000
5.101% Secured Tower Revenue Securities Series 2010-2	April 17, 2017		550,000		550,000			550,000		550,000
2.933% Secured Tower Revenue Securities Series 2012-1	Dec. 15, 2017		610,000		610,000			610,000		610,000
Revolving Credit Facility	May 9, 2017		100,000		100,000			100,000		100,000
2011 Term Loan B	June 30, 2018		491,250		490,313			492,500		491,518
2012-1 Term Loan A	May 9, 2017		192,500		192,500			195,000		195,000
2012-2 Term Loan B	Sept. 28, 2019		299,250		298,554			300,000		299,278

Total debt			5,430,247		5,363,793			5,440,073		5,356,103
Less: current maturities of long-term debt					(478,454	)				(475,351	)

Total long-term debt, net of current maturities				$	4,885,339				$	4,880,752


	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(811	)		25.94
Canceled		(9	)		37.71

Outstanding at September 30, 2012		3,401		$	32.06		4.05

Exercisable at September 30, 2012		1,865		$	25.96		2.93

Unvested at September 30, 2012		1,536		$	39.46		5.40


	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2012		2,831		$	34.06
Granted		935		$	72.99
Exercised		(193	)	$	30.61
Canceled		(26	)	$	43.29

Outstanding at March 31, 2013		3,547		$	44.44		4.67

Exercisable at March 31, 2013		1,746		$	29.56		3.12

Unvested at March 31, 2013		1,801		$	58.86		6.18


	Number of Units			Weighted- Average Grant Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(66	)		38.78
Forfeited/Canceled		(1	)		44.19

Outstanding at September 30, 2012		296		$	43.25


	~~Number of Towers~~

~~Towers owned at December 31, 2011~~		~~10,524~~
~~Purchased towers~~		78
~~Constructed towers~~		63
~~Towers reclassified/disposed~~⁽¹⁾		(4	)

~~Towers owned at March 31, 2012~~		~~10,661~~
~~Purchased towers~~		~~2,381~~
~~Constructed towers~~		90
~~Towers reclassified/disposed~~⁽¹⁾		~~(10~~	)

~~Towers owned at June 30, 2012~~		~~13,122~~
~~Purchased towers~~		37
~~Constructed towers~~		99
~~Towers reclassified/disposed~~⁽¹⁾		(1	)

~~Towers owned at September 30, 2012~~		~~13,257~~


	Site development consulting segment
	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011			Dollar Change			2012			2011			Dollar Change
	(in thousands)
Segment revenue	$	10,588		$	4,399		$	6,189		$	24,188		$	13,262		$	10,926
Segment cost of revenues (excluding depreciation, accretion and amortization)		(6,925	)		(3,171	)		(3,754	)		(16,268	)		(9,938	)		(6,330	)

Segment operating profit	$	3,663		$	1,228		$	2,435		$	7,920		$	3,324		$	4,596


	Site development construction segment
	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011			Dollar Change			2012			2011			Dollar Change
	(in thousands)
Segment revenue	$	19,190		$	16,636		$	2,554		$	50,723		$	49,918		$	805
Segment cost of revenues (excluding depreciation, accretion and amortization)		(18,137	)		(14,744	)		(3,393	)		(47,026	)		(44,689	)		(2,337	)

Segment operating profit	$	1,053		$	1,892		$	(839	)	$	3,697		$	5,229		$	(1,532	)


1.875% Convertible Senior Notes due 2013	$	543,359
4.0% Convertible Senior Notes due 2014		20,000
8.25% Senior Notes due 2019		20,109
5.625% Senior Notes due 2019		14,063
5.75% Senior Notes due 2020		46,000
4.254% and 5.101% Tower Securities 2010-1 & 2		57,373
2.933% Tower Securities 2012-1		18,085
Revolving Credit Facility		2,661
2011 Term Loan		23,701
2012-1 Term Loan		15,343
2012-2 Term Loan		14,363

Total debt service for next 12 months:	$	775,057


	2012		2013		2014		2015		2016		Thereafter		Total		Fair Value
	(in thousands)

Debt:
1.875% Convertible Senior Notes due 2013 ⁽¹⁾	$	—	$	535,000	$	—	$	—	$	—	$	—	$	535,000	$	814,872
4.0% Convertible Senior Notes due 2014 ⁽¹⁾	$	—	$	—	$	499,990	$	—	$	—	$	—	$	499,990	$	1,060,650
8.25% Senior Notes due 2019	$	—	$	—	$	—	$	—	$	—	$	243,750	$	243,750	$	277,266
5.625% Senior Notes due 2019	$	—	$	—	$	—	$	—	$	—	$	500,000	$	500,000	$	505,000
5.75% Senior Notes due 2020	$	—	$	—	$	—	$	—	$	—	$	800,000	$	800,000	$	838,000
4.254% 2010-1 Tower Securities ⁽²⁾	$	—	$	—	$	—	$	680,000	$	—	$	—	$	680,000	$	715,428
5.101% 2010-2 Tower Securities ⁽²⁾	$	—	$	—	$	—	$	—	$	—	$	550,000	$	550,000	$	611,826
2.933% 2012-1 Tower Securities⁽²⁾	$	—	$	—	$	—	$	—	$	—	$	610,000	$	610,000	$	620,553
2011 Term Loan	$	1,250	$	5,000	$	5,000	$	5,000	$	5,000	$	472,500	$	493,750	$	492,516
2012-1 Term Loan	$	2,500	$	10,000	$	12,500	$	17,500	$	20,000	$	135,000	$	197,500	$	197,006
2012-2 Term Loan	$	—	$	3,000	$	3,000	$	3,000	$	3,000	$	288,000	$	300,000	$	302,250

Total debt obligation	$	3,750	$	553,000	$	520,490	$	705,500	$	28,000	$	3,599,250	$	5,409,990	$	6,435,367


Exhibit No.		Description

~~10.2~~*10.86(o)		~~Purchase Agreement,~~Revolving Credit Commitment Increase Supplement, dated ~~July 26, 2012,~~as of March 14, 2013, among SBA Senior Finance ~~LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.~~

~~10.3~~		Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as Borrowers, SBA Infrastructure, LLC, SBA Towers USVI II ~~Inc. and SBA Monarch Towers III,~~ LLC, as ~~Additional Borrowers,~~borrower, Citibank, N.A., Toronto Dominion (Texas) LLC, as administrative agent, and ~~Midland Loan Services, a Division of PNC~~The Toronto-Dominion Bank, ~~National Association,~~New York Branch, as ~~Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.~~issuing lender.

*31.1		Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**101.INS		XBRL Instance Document.

**101.SCH		XBRL Taxonomy Extension Schema Document.

**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

**101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.


		SBA COMMUNICATIONS CORPORATION

~~November 7, 2012~~May 10, 2013	/s/ Jeffrey A. Stoops
		Jeffrey A. Stoops
		Chief Executive Officer
		(Duly Authorized Officer)

~~November 7, 2012~~May 10, 2013	/s/ Brendan T. Cavanagh
		Brendan T. Cavanagh
		Chief Financial Officer
		(Principal Financial Officer)


~~Exhibit~~ ~~No.~~ *10.86(o)		~~Description~~

~~10.2~~		~~Purchase Agreement,~~Revolving Credit Commitment Increase Supplement, dated ~~July 26, 2012,~~as of March 14, 2013, among SBA Senior Finance ~~LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.~~

~~10.3~~		Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as Borrowers, SBA Infrastructure, LLC, SBA Towers USVI II ~~Inc. and SBA Monarch Towers III,~~ LLC, as ~~Additional Borrowers,~~borrower, Citibank, N.A., Toronto Dominion (Texas) LLC, as administrative agent, and ~~Midland Loan Services, a Division of PNC~~The Toronto-Dominion Bank, ~~National Association,~~New York Branch, as ~~Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.~~ issuing lender.

*31.1		Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**101.INS		XBRL Instance Document.

**101.SCH		XBRL Taxonomy Extension Schema Document.

**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

**101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company