What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-08-05 compared with 2021-05-06 · 271 added, 107 removed, 327 unchanged (54% of the section changed)

2 unchanged sentences

In addition, we own and operate towers in South America, Central America, Canada, and South Africa.

Our primary business line is our site leasing business, which contributed 97.8% of our total segment operating profit for the three months ended March 31, 2021.

Our primary business line is our site leasing business, which contributed 97.6% of our total segment operating profit for the six months ended June 30, 2021.

In our site leasing business, we (1) lease antenna space to wireless service providers on towers that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements.

As of March 31, 2021, we owned 33,711 towers, a substantial portion 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 of June 30, 2021, we owned 33,854 towers, a substantial portion 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.

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 in the United States, South America, Central America, Canada, and South Africa.

As of March 31, 2021, no U.S.

As of June 30, 2021, no U.S.

state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S.

state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2021.

In addition, as of March 31, 2021, approximately 30% of our total towers are located in Brazil and less than 4% of our total towers are located in any of our other international markets (each country is considered a market).

state or territory accounted

for more than 10% of our total revenues for the six months ended June 30, 2021.

In addition, as of June 30, 2021, approximately 30% of our total towers are located in Brazil and less than 4% of our total towers are located in any of our other international markets (each country is considered a market).

We derive site leasing revenues primarily from wireless service provider tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo, and TIM.

12 unchanged sentences

In the United States and our international markets, ground leases and other property interests are generally for an initial term of five years to 10 years with multiple renewal periods, at our option, and provide for rent escalators which typically average 2-3% annually, or in our South American markets and South Africa, adjust in accordance with a standard cost of living index.

As of March 31, 2021, approximately 71% of our tower structures 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.

As of June 30, 2021, approximately 71% of our tower structures 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.

10 unchanged sentences

For the three months ended

Segment operating profit as a percentage of total

For the six months ended

Segment operating profit as a percentage of

total operating profit

Domestic site leasing

6 unchanged sentences

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 add or upgrade their equipment.

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 add or upgrade their equipment.

Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

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We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

Cash di vidends are an additional component of our strategy of returning value to shareholders.

Cash dividends are an additional component of our strategy of returning value to shareholders.

We do not expect our dividend to require any changes in our leverage and, we believe, it will allow us to continue to focus on building and buying quality assets and opportunistically buying back our stock.

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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, with no need for management’s judgment in their application.

In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally

accepted in the United States, 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.

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the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023.

As of March 31, 2021, we have not modified any contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

On July 7, 2021, we amended our Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the Credit Facility.

As of June 30, 2021, other than modifications to the Credit Facility, we have not modified any contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

RESULTS OF OPERATIONS

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We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

Revenues and Segment Operating Profit:

14 unchanged sentences

Site development

Domestic site leasing revenues increased $17.2 million for the three months ended March 31, 2021, as compared to the prior year, primarily due to (1) revenues from 858 towers acquired (including wireless tenant licenses on 697 utility transmission structures from the PG&E transaction) and built since January 1, 2020 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues decreased $4.5 million for the three months ended March 31, 2021, as compared to the prior year.

Domestic site leasing revenues increased $30.8 million for the three months ended June 30, 2021, as compared to the prior year, primarily due to (1) revenues from 843 towers acquired (including wireless tenant licenses on 699 utility transmission structures from the PG&E transaction) and 12 towers built since April 1, 2020 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $10.9 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $7.4 million.

These changes were primarily due to (1) revenues from 106 towers acquired and 356 towers built since January 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators.

These changes were primarily due to (1) revenues from 109 towers acquired and 408 towers built since April 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals.

Site leasing revenue in Brazil represented 11.1% of total site leasing revenue for the period.

No other individual international market represented more than 4% of our total site leasing revenue.

Site development revenues increased $18.9 million for the three months ended March 31, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile.

Site development revenues increased $26.6 million for the three months ended June 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit

Domestic site leasing segment operating profit increased $16.0 million for the three months ended March 31, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit decreased $2.8 million for the three months ended March 31, 2021, as compared to the prior year.

Domestic site leasing segment operating profit increased $31.0 million for the three months ended June 30, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since April 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $7.0 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $4.6 million.

These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

Site development segment operating profit increased $4.2 million for the three months ended March 31, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile.

These changes were primarily due to additional profit generated by (1) towers acquired and built since April 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

Site development segment operating profit increased $6.1 million for the three months ended June 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:

7 unchanged sentences

Site development

Selling, general, and administrative expenses increased $2.0 million for the three months ended March 31, 2021, as compared to the prior year.

Selling, general, and administrative expenses increased $4.9 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $4.5 million.

These changes were primarily as a result of an increase in noncash compensation, partially offset by decreases in personnel and other support related costs as well as travel related expenses.

These changes were primarily as a result of an increase in personnel and other support related costs including noncash compensation as well as an increase in travel related expenses.

Acquisition and New Business Initiatives Related Adjustments and Expenses:

5 unchanged sentences

International site leasing

Acquisition and new business initiatives related adjustments and expenses increased $2.2 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, acquisition and new business initiatives related adjustments and expenses increased $1.4 million.

These changes were primarily as a result of an increase in third party acquisition and integration costs as well as incremental costs incurred in support of new business initiatives as compared to the prior year.

Asset Impairment and Decommission Costs:

5 unchanged sentences

International site leasing

Asset impairment and decommission costs decreased $9.5 million for the three months ended March 31, 2021, as compared to the prior year.

This change was primarily as a result of a $7.9 million decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $1.6 million decrease in the impairment charge related to sites decommissioned in the first quarter of 2021 compared to the prior year period.

Total site leasing

Asset impairment and decommission costs decreased $2.4 million for the three months ended June 30, 2021, as compared to the prior year.

This change was primarily as a result of a $3.2 million decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers, partially offset by a $0.8 million increase related to sites decommissioned in the second quarter of 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expense:

7 unchanged sentences

Site development

Depreciation, accretion, and amortization expense increased $1.3 million for the three months ended March 31, 2021, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $6.6 million.

These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2020, partially offset by the impact of assets that became fully depreciated since the prior year period.

Depreciation, accretion, and amortization expense decreased $3.2 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense decreased $4.6 million.

These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since April 1, 2020.

Operating Income (Expense):

7 unchanged sentences

Site development

Domestic site leasing operating income increased $18.3 million for the three months ended March 31, 2021, as compared to the prior year, primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by increases in depreciation, accretion, amortization expense, acquisition and new business initiatives related adjustments and expenses, and selling, general, and administrative expenses.

International site leasing operating income increased $2.9 million for the three months ended March 31, 2021, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $5.6 million.

These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by increases in depreciation, accretion, and amortization expense and acquisition and new business initiatives related adjustments and expenses.

Site development operating income increased $1.4 million for the three months ended March 31, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile, partially offset by an increase in selling, general, and administrative expenses .

Domestic site leasing operating income increased $34.6 million for the three months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, amortization expense and asset impairment and decommission costs, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $3.1 million for the three months ended June 30, 2021, as compared to the prior year.

This change was primarily due to higher segment operating profit, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income increased $6.2 million for the three months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and DISH and a decrease in selling, general, and administrative expenses .

Other Income (Expense):

8 unchanged sentences

Loss from extinguishment of debt, net

Other expense, net

Interest expense decreased $5.8 million for the three months ended March 31, 2021, as compared to the prior year primarily due to a lower weighted average interest rate due in part to the interest rate swap entered into during the third quarter of 2020, partially offset by a higher average principal amount of cash-interest bearing debt outstanding.

Non-cash interest expense increased $9.4 million for the three months ended March 31, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $11.7 million for the three months ended March 31, 2021 representing the payment of a $7.5 million call premium and the write-off of $4.2 million of unamortized financing fees related to the repayment of the 2017 Senior Notes.

Loss from extinguishment of debt was $16.9 million for the three months ended March 31, 2020 representing the

payment of a $9.1 million call premium and the write-off of $7.7 million of the original issuance discount and financing fees related to the redemption of the 2014 Senior Notes.

Other expense, net includes an $86.3 million loss on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended March 31, 2021, while the prior year period included a $230.1 million loss.

Benefit for Income Taxes:

Other income (expense), net

Interest expense decreased $5.1 million for the three months ended June 30, 2021, as compared to the prior year primarily due to a lower weighted average interest rate due in part to the interest rate swap entered into during the third quarter of 2020, partially offset by a higher average principal amount of cash interest bearing debt outstanding.

Non-cash interest expense increased $9.5 million for the three months ended June 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $2.0 million for the three months ended June 30, 2021 representing the write-off of unamortized financing fees related to the repayment of the 2017-1C Tower Securities in May 2021.

Other income (expense), net includes a $111.3 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2021, while the prior year period included a $31.2 million loss.

( Provision) Benefit for Income Taxes:

For the three months ended

2 unchanged sentences

(in thousands)

Benefit for income taxes

(Provision) benefit for income taxes

Provision for income taxes increased $47.4 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, provision for income taxes decreased $2.9 million.

This change was primarily due to a decrease in foreign withholding taxes and deferred state taxes.

For the three months ended

2 unchanged sentences

(in thousands)

Net loss decreased $116.2 million for the three months ended March 31, 2021, as compared to the prior year.

Net income increased $129.6 million for the three months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, net income increased $36.8 million.

These changes were primarily due to an increase in operating income and decreases in cash interest expense related to the interest rate swaps and provision for income taxes.

This was partially offset by increases in non-cash interest expense.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Revenues and Segment Operating Profit:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Site development

Cost of Revenues

Domestic site leasing

International site leasing

Site development

Operating Profit

Domestic site leasing

International site leasing

Site development

Domestic site leasing revenues increased $48.0 million for the six months ended June 30, 2021, as compared to the prior year, primarily due to (1) revenues from 906 towers acquired (including wireless tenant licenses on 699 utility transmission structures from the PG&E transaction) and 16 towers built since January 1, 2020 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $6.4 million for the six months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $15.5 million.

These changes were primarily due to (1) revenues from 115 towers acquired and 453 towers built since January 1, 2020 and (2) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals.

Site leasing revenue in Brazil represented

11.1% of total site leasing revenue for the period.

No other individual international market represented more than 4% of our total site leasing revenue.

Site development revenues increased $45.5 million for the six months ended June 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit

Domestic site leasing segment operating profit increased $47.0 million for the six months ended June 30, 2021, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2020 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $4.1 million for the six months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $10.1 million.

Site development segment operating profit increased $10.3 million for the six months ended June 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Selling, general, and administrative expenses increased $6.8 million for the six months ended June 30, 2021, as compared to the prior year.

This change was primarily as a result of an increase in personnel and other support related costs including noncash compensation.

Acquisition and New Business Initiatives Related Adjustments and Expenses:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Acquisition and new business initiatives related adjustments and expenses increased $3.4 million for the six months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, acquisition and new business initiatives related adjustments and expenses increased $2.6 million.

Asset Impairment and Decommission Costs:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Asset impairment and decommission costs decreased $11.9 million for the six months ended June 30, 2021, as compared to the prior year.

This change was primarily as a result of a $11.1 million decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a $0.8 million decrease related to sites decommissioned in the six months ended June 30, 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expenses:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Depreciation, accretion, and amortization expense decreased $1.9 million for the six months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $2.0 million.

This change was primarily due to an increase in the number of towers we acquired and built since January 1, 2020, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Domestic site leasing operating income increased $50.9 million for the six months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and decreases in asset impairment and decommission costs and depreciation, accretion, and amortization expense, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $6.0 million for the six months ended June 30, 2021, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $8.9 million.

These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income increased $9.6 million for the six months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile and DISH , partially offset by an increase in selling, general, and administrative expenses .

Other Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Interest income

Interest expense

Non-cash interest expense

Amortization of deferred financing fees

Loss from extinguishment of debt, net

Other income (expense), net

Interest expense decreased $10.9 million for the six months ended June 30, 2021, as compared to the prior year primarily due to a lower weighted average interest rate due in part to the interest rate swap entered into during third quarter of 2020, partially offset by a higher average principal amount of cash interest bearing debt outstanding.

Non-cash interest expense increased $18.9 million for the six months ended June 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $13.7 million for the six months ended June 30, 2021 representing the payment of a $7.5 million call premium and the write-off of $4.2 million of the unamortized financing fees related to the redemption of the 2017 Senior Notes in February 2021, as well as the write-off of $2.0 million of unamortized financing fees related to the repayment of the 2017-1C in May 2021.

Loss from extinguishment of debt was $16.9 million for the six months ended June 30, 2020 representing the payment of a $9.1 million call premium and the write-off of $7.7 million of the original issuance discount and unamortized financing fees related to the redemption of the 2014 Senior Notes.

Other income (expense), net includes a $25.0 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the six months ended June 30, 2021, while the prior year period included a $261.3 million loss.

(Provision) Benefit for Income Taxes:

For the six months ended

Currency Impact

Currency Change

(in thousands)

(Provision) benefit for income taxes

Net Income (Loss):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Net income (loss)

Net income was $140.9 million for the six months ended June 30, 2021, as compared to net loss of $104.8 million in the prior year period.

This change was primarily due to fluctuations in foreign currency exchange rates including changes recorded on the remeasurement of the U.S.

dollar denominated intercompany loans with foreign subsidiaries, an increase in operating income, and decreases in cash interest expense related to the interest rate swaps and loss from extinguishment of debt.

This was partially offset by a decrease in benefit for income taxes and an increase in non-cash interest expense.

dollar denominated intercompany loans with foreign subsidiaries, an increase in operating income, and decreases in cash interest expense related to the interest rate swaps, loss from extinguishment of debt, and provision for income taxes.

This was partially offset by increases in non-cash interest expense.

NON-GAAP FINANCIAL MEASURES

20 unchanged sentences

Loss from extinguishment of debt, net

Other expense, net

Other (income) expense, net

Acquisition and new business initiatives

4 unchanged sentences

Depreciation, accretion, and amortization

Benefit for income taxes (2)

Provision for income taxes (2)

Adjusted EBITDA

For the six months ended

Currency Impact

Currency Change

(in thousands)

Net income (loss)

Non-cash straight-line leasing revenue

Non-cash straight-line ground lease expense

Non-cash compensation

Loss from extinguishment of debt, net

Other (income) expense, net

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Interest income

Total interest expense (1)

Depreciation, accretion, and amortization

Provision (benefit) for income taxes (2)

Adjusted EBITDA

(1) Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.

(2) Benefit for taxes includes $220 and $227 of franchise taxes for the three months ended March 31, 2021 and 2020, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $20.1 million for the three months ended March 31, 2021, as compared to the prior year period.

(2) Provision (benefit) for taxes includes $235 and $220 of franchise taxes for the three months ended June 30, 2021 and 2020, respectively, and $455 and $447 of franchise taxes for the six months ended June 30, 2021 and 2020, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $31.4 million for the three months ended June 30, 2021, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $29.3 million.

These changes were primarily due to an increase in segment operating profit and a decrease in cash selling, general, and administrative expenses.

These changes were primarily due to an increase in segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $51.6 million for the six months ended June 30, 2021, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $57.6 million.

These changes were primarily due to an increase in segment operating profit.

LIQUIDITY AND CAPITAL RESOURCES

4 unchanged sentences

A summary of our cash flows is as follows:

For the three months ended

March 31, 2021

March 31, 2020

For the six months ended

June 30, 2021

June 30, 2020

(in thousands)

7 unchanged sentences

Operating Activities

Cash provided by operating activities was $285.5 million for the three months ended March 31, 2021 as compared to $277.7 million for the three months ended March 31, 2020.

The increase was primarily due to an increase in operating profit and a decrease in cash selling, general, and administrative expenses, partially offset by a decrease in cash inflows associated with working capital changes primarily from timing of customer payments, the negative impact on cash from changes in foreign currency exchange rates, and an increase in net cash interest paid.

Cash provided by operating activities was $638.3 million for the six months ended June 30, 2021 as compared to $592.4 million for the six months ended June 30, 2020.

The increase was primarily due to an increase in segment operating profit, the positive impact on cash from changes in foreign currency exchange rates, and a decrease in net cash interest paid, partially offset by a decrease in cash inflows associated with working capital changes primarily from timing of customer payments.

Investing Activities

A detail of our cash capital expenditures is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

8 unchanged sentences

Net cash used in investing activities

(1) On February 16, 2021, the Company acquired the exclusive right to lease and operate 697 utility transmission structures, which included existing wireless tenant licenses from PG&E.

(2) Excludes $2.8 million and $1.7 million spent to extend ground lease terms for the three months ended March 31, 2021 and 2020, respectively.

Subsequent to March 31, 2021, we acquired 17 tower and related assets for $6.0 million in cash.

In addition, we agreed to purchase 401 additional sites for $110.8 million.

(1) During the six months ended June 30, 2021, we acquired the exclusive right to lease and operate 699 utility transmission structures, which included existing wireless tenant licenses from PG&E.

(2) Excludes $6.4 million and $3.6 million spent to extend ground lease terms for the six months ended June 30, 2021 and 2020, respectively.

Subsequent to June 30, 2021, we purchased or agreed to purchase approximately 1,800 communication sites for an aggregate consideration of approximately $270.0 million in cash, including approximately 1,400 sites for approximately $175.0 million in cash relating to the previously announced deal to acquire towers from Airtel Tanzania.

For 2021, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $35.0 million to $45.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,450.0 million to $1,470.0 million.

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A detail of our financing activities is as follows:

For the three months ended

March 31, 2021

March 31, 2020

For the six months ended

June 30, 2021

June 30, 2020

(in thousands)

Net borrowings (repayments) under Revolving Credit Facility (1)

Net repayments under Revolving Credit Facility (1)

Proceeds from issuance of Senior Notes, net of fees (1)

Repayment of Senior Notes (1)

Proceeds from issuance of Tower Securities, net of fees (1)

Repayment of Tower Securities (1)

Repurchase and retirement of common stock

Payment of dividends on common stock

Proceeds from employee stock purchase/stock option plans, net of taxes

Other financing activities

Net cash provided by (used in) financing activities

(1) For additional information regarding our debt instruments and financings, refer to the Debt Instruments and Debt Service Requirements below.

(2) For additional information, refer to Item 2.

Issuer Purchases of Equity Securities.

For the three months ended March 31, 2021, we paid the following cash dividends:

(1) For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.

For the six months ended June 30, 2021, we paid the following cash dividends:

Payable to Shareholders

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March 26, 2021

April 26, 2021

$63.4 million

June 15, 2021

Dividends paid in 2021 and 2020 were ordinary dividends.

Subsequent to March 31, 2021, we declared the following cash dividends:

Subsequent to June 30, 2021, we declared the following cash dividends:

Payable to Shareholders

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Date to be Paid

April 26, 2021

June 15, 2021

August 1, 2021

August 26, 2021

September 23, 2021

The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.

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We have on file with the Securities and Exchange Commission (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 three months ended March 31, 2021, we did not issue any shares of Class A common stock under this registration statement.

As of March 31, 2021, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

During the six months ended June 30, 2021, we did not issue any shares of Class A common stock under this registration statement.

As of June 30, 2021, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

On February 26, 2021, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities.

We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3.

We will file a prospectus supplement containing the amount and

type of securities each time we issue securities under our automatic shelf registration statement on Form S-3.

No securities were issued under this registration statement through the date of this filing.

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Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.25 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing.

On July 7, 2021, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, amended our Revolving Credit Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date of the Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate, (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how we perform against those targets, and (6) amend certain other terms and conditions under the Senior Credit Agreement.

As amended, the Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing.

Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement.

In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment.

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, April 11, 2023.

The proceeds available under the Revolving Credit Facility may be used for general corporate purposes.

Borrowings under the Revolving Credit Facility may be used for general corporate purposes.

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 the period may not be reflective of the total amounts outstanding during such period.

During the three months ended March 31, 2021, we borrowed $710.0 million and repaid $500.0 million of the outstanding balance under the Revolving Credit Facility.

As of March 31, 2021, the balance outstanding under the Revolving Credit Facility was $590.0 million accruing interest at 1.590% per annum.

In addition, SBA Senior Finance II was required to pay a commitment fee of

0.20% per annum on the amount of the unused commitment.

As of March 31, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to March 31, 2021, we repaid $95.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, $495.0 million was outstanding under the Revolving Credit Facility.

During the three months ended June 30, 2021, we borrowed $100.0 million and repaid $605.0 million of the outstanding balance under the Revolving Credit Facility.

During the six months ended June 30, 2021, we borrowed $810.0 million and repaid $1.1 billion of the outstanding balance under the Revolving Credit Facility.

As of June 30, 2021, the balance outstanding under the Revolving Credit Facility was $85.0 million accruing interest at 1.600% per annum.

In addition, SBA Senior Finance II was required to pay a commitment fee of 0.20% per annum on the amount of the unused commitment.

As of June 30, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to June 30, 2021, we repaid $85.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, no amount was outstanding under the Revolving Credit Facility.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a new term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement.

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement.

The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025.

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The 2018 Term Loan was issued at 99.75% of par value.

As of March 31, 2021, the 2018 Term Loan was accruing interest at 1.860% per annum.

As of June 30, 2021, the 2018 Term Loan was accruing interest at 1.860% per annum.

Principal payments on the 2018 Term Loan are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million.

During the three months ended March 31, 2021, we repaid an aggregate of $6.0 million of principal on the 2018 Term Loan.

As of March 31, 2021, the 2018 Term Loan had a principal balance of $2.3 billion.

During the three and six months ended June 30, 2021, we repaid an aggregate of $6.0 million and $12.0 million of principal on the 2018 Term Loan, respectively.

As of June 30, 2021, the 2018 Term Loan had a principal balance of $2.3 billion.

On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan.

Secured Tower Revenue Securities

On May 14, 2021 , we , through the Trust, issued $1.165 billion of Secured Tower Revenue Securities Series 2021-1C, which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities ”).

The fixed interest rate on the 2021-1C Tower Securities is 1.631% per annum, payable monthly.

Net proceeds from this offering were

used to repay the entire aggregate principal amount of the 2017-1C Tower Securities ($760.0 million) and the Secured Tower Revenue Securities, Series 2017-1R ($40.0 million) and for general corporate purposes.

We have incurred deferred financing fees of $12.4 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2021-1C Tower Securities.

Tower Revenue Securities Terms

As of March 31, 2021, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $5.1 billion of Secured Tower Revenue Securities (“Tower Securities”).

As of June 30, 2021, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $5.5 billion of Secured Tower Revenue Securities (“Tower Securities”).

The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,988 tower sites owned by the Borrowers as of March 31, 2021.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,929 tower sites owned by the Borrowers as of June 30, 2021.

The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing.

For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2021:

The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2021:

Amount Outstanding

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2019-1C Tower Securities

$640.0 million

2019-1C Tower Securities

$1.165 billion

3 unchanged sentences

$600.0 million

(1) On April 29, 2021, we, through the Trust, priced $1.165 billion of Secured Tower Revenue Securities Series 2021-1C which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities”).

This transaction is expected to close May 14, 2021.

The 2021-1C Tower Securities have a fixed interest rate of 1.631% per annum, payable monthly.

Net proceeds from this offering will be used to repay the entire aggregate principal amount of the 2017-1C Tower Securities ($760.0 million) and the Secured Tower Revenue Securities, Series 2017-1R ($40.0 million) and for general corporate purposes.

As of March 31, 2021, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

2021-1C Tower Securities

$1.165 billion

Risk Retention Tower Securities

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Principal and interest payments made on the 2018-1R Tower Securities, 2019-1R Tower Securities, 2020-2R Tower Securities, and 2021-1R Tower Securities eliminate in consolidation.

On April 29, 2021, SBA Guarantor, LLC, a wholly owned subsidiary, agreed to purchase $61.4 million of Secured Tower Revenue Securities Series 2021-1R issued by the Trust.

These securities have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1R Tower Securities”).

The fixed interest rate on the 2021-1R Tower Securities is 3.625% per annum, payable monthly.

Principal and interest payments made on the 2021-1R Tower Securities will eliminate in consolidation.

The table below sets forth the material terms of our outstanding senior notes as of March 31, 2021:

As of June 30, 2021, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

On January 29, 2021, we issued $1.5 billion of unsecured senior notes due February 1, 2029 at par value (the “2021 Senior Notes”).

The 2021 Senior Notes accrue interest at a rate of 3.125% per annum.

Interest on the 2021 Senior Notes is due semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021.

We incurred financing fees of $14.5 million to date in relation to this transaction, which are being amortized through the maturity date.

Net proceeds from this offering were used to redeem all of the outstanding principal amount of the 2017 Senior Notes, repay the amounts outstanding under the Revolving Credit Facility, and for general corporate purposes.

The 2021 Senior Notes are subject to redemption in whole or in part on or after February 1, 2024 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest.

Prior to February 1, 2024, we may, at our option, redeem up to 35% of the aggregate principal amount of the 2021 Senior Notes originally issued at a redemption price of 103.125% of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings.

We may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices:

February 1, 2024 at 101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

The table below sets forth the material terms of our outstanding senior notes as of June 30, 2021:

Amount Outstanding

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We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

As of March 31, 2021, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and 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 March 31, 2021 and the interest rates accruing on those amounts on such date (in thousands):

As of June 30, 2021, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and 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 June 30, 2021 and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)

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Total debt service for the next 12 months (2)

(1) Subsequent to June 30, 2021, we repaid $85.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, no amount was outstanding under the Revolving Credit Facility.

(2) Total debt service on the 2018 Term Loan includes the impact of the interest rate swap entered into on August 4, 2020, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan.

(2) The 2017-1C Tower Securities are expected to be repaid on May 14, 2021 in connection with the issuance of the 2021-1C Tower Securities.

Total amount excludes debt service with respect to the $1.165 billion aggregate principal amount of the 2021-1C Tower Securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis