SBA COMMUNICATIONS CORP 10-Q

ITEM 1: FINANCIAL STATEMENTS SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except par values) March 31, December 31, 2023 2022 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 152,772 $ 143,708 Restricted cash 36,615 41,959 Accounts receivable, net 183,134 184,368 Costs and estimated earnings in excess of billings on uncompleted contracts 58,815 79,549 Prepaid expenses and other current assets 40,214 33,149 Total current assets 471,550 482,733 Property and equipment, net 2,709,784 2,713,727 Intangible assets, net 2,693,883 2,776,472 Operating lease right-of-use assets, net 2,376,609 2,381,955 Acquired and other right-of-use assets, net 1,518,648 1,507,781 Other assets 771,055 722,373 Total assets $ 10,541,529 $ 10,585,041 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 53,553 $ 51,427 Accrued expenses 92,797 101,484 Current maturities of long-term debt 24,000 24,000 Deferred revenue 145,399 154,553 Accrued interest 28,215 54,173 Current lease liabilities 270,308 262,365 Other current liabilities 24,511 48,762 Total current liabilities 638,783 696,764 Long-term liabilities: Long-term debt, net 12,797,828 12,844,162 Long-term lease liabilities 2,033,167 2,040,628 Other long-term liabilities 302,721 248,067 Total long-term liabilities 15,133,716 15,132,857 Redeemable noncontrolling interests 38,184 31,735 Shareholders' deficit: Preferred stock - par value $ 0.01 , 30,000 shares authorized, no shares issued or outstanding — — Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 108,326 shares and 107,997 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 1,083 1,080 Additional paid-in capital 2,800,046 2,795,176 Accumulated deficit ( 7,473,913 ) ( 7,482,061 ) Accumulated other comprehensive loss, net ( 596,370 ) ( 590,510 ) Total shareholders' deficit ( 5,269,154 ) ( 5,276,315 ) Total liabilities, redeemable noncontrolling interests, and shareholders' deficit $ 10,541,529 $ 10,585,041 The accompanying condensed notes are an integral part of these consolidated financial statements. 1 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) For the three months ended March 31, 2023 2022 Revenues: Site leasing $ 617,268 $ 559,432 Site development 58,248 60,338 Total revenues 675,516 619,770 Operating expenses: Cost of revenues (exclusive of depreciation, accretion, and amortization shown below): Cost of site leasing 120,119 107,155 Cost of site development 44,185 45,773 Selling, general, and administrative expenses (1) 72,209 62,124 Acquisition and new business initiatives related adjustments and expenses 6,057 5,104 Asset impairment and decommission costs 26,390 8,512 Depreciation, accretion, and amortization 182,415 174,323 Total operating expenses 451,375 402,991 Operating income 224,141 216,779 Other income (expense): Interest income 2,816 2,502 Interest expense ( 101,226 ) ( 82,252 ) Non-cash interest expense ( 14,239 ) ( 11,526 ) Amortization of deferred financing fees ( 4,988 ) ( 4,881 ) Other income, net 37,558 108,161 Total other (expense) income, net ( 80,079 ) 12,004 Income before income taxes 144,062 228,783 Provision for income taxes ( 43,508 ) ( 40,477 ) Net income 100,554 188,306 Net loss attributable to noncontrolling interests 663 317 Net income attributable to SBA Communications Corporation $ 101,217 $ 188,623 Net income per common share attributable to SBA Communications Corporation: Basic $ 0.94 $ 1.75 Diluted $ 0.93 $ 1.72 Weighted-average number of common shares Basic 108,132 108,086 Diluted 109,271 109,544 (1) Includes non-cash compensation of $ 25,529 and $ 24,116 for the three months ended March 31, 2023 and 2022, respectively. The accompanying condensed notes are an integral part of these consolidated financial statements. 2 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (in thousands) For the three months ended March 31, 2023 2022 Net income $ 100,554 $ 188,306 Adjustments related to interest rate swaps ( 22,389 ) 85,322 Foreign currency translation adjustments 16,529 85,506 Comprehensive income 94,694 359,134 Comprehensive loss attributable to noncontrolling interests 663 434 Comprehensive income attributable to SBA Communications Corporation $ 95,357 $ 359,568 The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 3 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ DEFICIT (unaudited) (in thousands) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss, Net Deficit BALANCE, December 31, 2022 107,997 $ 1,080 $ 2,795,176 $ ( 7,482,061 ) $ ( 590,510 ) $ ( 5,276,315 ) Net income attributable to SBA Communications Corporation — — — 101,217 — 101,217 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 329 3 ( 14,719 ) — — ( 14,716 ) Non-cash stock compensation — — 26,701 — — 26,701 Adjustments related to interest rate swaps — — — — ( 22,389 ) ( 22,389 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — 16,529 16,529 Dividends and dividend equivalents on common stock — — — ( 93,069 ) — ( 93,069 ) Adjustment to redemption amount related to noncontrolling interests — — ( 7,112 ) — — ( 7,112 ) BALANCE, March 31, 2023 108,326 $ 1,083 $ 2,800,046 $ ( 7,473,913 ) $ ( 596,370 ) $ ( 5,269,154 ) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss, Net Deficit BALANCE, December 31, 2021 108,956 $ 1,089 $ 2,681,347 $ ( 7,203,531 ) $ ( 762,309 ) $ ( 5,283,404 ) Net income attributable to SBA Communications Corporation — — — 188,623 — 188,623 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 150 2 1,566 — — 1,568 Non-cash stock compensation — — 25,143 — — 25,143 Adjustments related to interest rate swaps — — — — 85,322 85,322 Repurchase and retirement of common stock ( 1,300 ) ( 13 ) — ( 431,654 ) — ( 431,667 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — 85,623 85,623 Dividends and dividend equivalents on common stock — — — ( 77,134 ) — ( 77,134 ) Adjustment to redemption amount related to noncontrolling interests — — ( 19,221 ) — — ( 19,221 ) BALANCE, March 31, 2022 107,806 $ 1,078 $ 2,688,835 $ ( 7,523,696 ) $ ( 591,364 ) $ ( 5,425,147 ) The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 4 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) For the three months ended March 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 100,554 $ 188,306 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, accretion, and amortization 182,415 174,323 Gain on remeasurement of U.S. denominated intercompany loans ( 41,932 ) ( 109,644 ) Non-cash compensation expense 26,206 24,747 Non-cash asset impairment and decommission costs 26,417 8,366 Deferred and non-cash income tax provision 36,320 34,262 Other non-cash items reflected in the Statements of Operations 23,883 16,896 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net 9,103 ( 9,812 ) Prepaid expenses and other assets ( 4,235 ) ( 2,201 ) Operating lease right-of-use assets, net 37,452 33,682 Accounts payable and accrued expenses ( 8,904 ) ( 7,002 ) Accrued interest ( 25,958 ) ( 25,384 ) Long-term lease liabilities ( 34,475 ) ( 31,038 ) Other liabilities ( 15,678 ) ( 3,019 ) Net cash provided by operating activities 311,168 292,482 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions ( 19,929 ) ( 215,181 ) Capital expenditures ( 49,135 ) ( 38,008 ) Purchase of investments ( 213,371 ) ( 30,393 ) Proceeds from sale of investments 213,003 30,214 Other investing activities ( 77,329 ) ( 2,513 ) Net cash used in investing activities ( 146,761 ) ( 255,881 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 140,000 330,000 Repayments under Revolving Credit Facility ( 185,000 ) — Repurchase and retirement of common stock — ( 431,667 ) Payment of dividends on common stock ( 93,933 ) ( 76,873 ) Proceeds from employee stock purchase/stock option plans 11,942 10,836 Payments related to taxes on stock options and restricted stock units ( 26,658 ) ( 9,228 ) Other financing activities ( 7,079 ) 25,182 Net cash used in financing activities ( 160,728 ) ( 151,750 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 220 15,961 NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 3,899 ( 99,188 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Beginning of period 189,283 435,626 End of period $ 193,182 $ 336,438 The accompanying condensed notes are an integral part of these consolidated financial statements. 5 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) For the three months ended March 31, 2023 2022 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 127,094 $ 107,594 Income taxes $ 7,000 $ 5,696 SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,733 $ 41,038 Operating lease modifications and reassessments $ 12,859 $ 12,445 Right-of-use assets obtained in exchange for new finance lease liabilities $ 256 $ 674 The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 6 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION 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, 2022 for SBA Communications Corporation and its subsidiaries (the “Company”). 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 and deferrals) 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 the 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 amounts, when known, may vary from these estimates. Foreign Currency Translation All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit. For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other income, net in the Consolidated Statements of Operations. Intercompany Loans Subject to Remeasurement In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $ 27.4 million gain and a $ 72.9 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2023 and 2022, respectively, due to changes in foreign exchange rates. During the three months ended March 31, 2023, the Company repaid $ 45.8 million under its intercompany loan agreements. As of March 31, 2023 and December 31, 2022, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.5 billion. 2. FAIR VALUE MEASUREMENTS Items Measured at Fair Value on a Recurring Basis — The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model. Refer to Note 16 for discussion of the Company’s redeemable noncontrolling interests. Items Measured at Fair Value on a Nonrecurring Basis — The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used an average discount rate ranging from 7.2 % - 8.7 %. 7 Table of Contents Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs : For the three months ended March 31, 2023 2022 (in thousands) Asset impairment (1) $ 22,332 $ 7,790 Write-off of carrying value of decommissioned towers 1,954 590 Other (including third party decommission costs) 2,104 132 Total asset impairment and decommission costs $ 26,390 $ 8,512 (1) Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers . As a result of increased churn from Sprint, the Company experienced increased asset impairment charges for the three months ended March 31, 2023. The Company’s long-term investments were $ 37.1 million and $ 40.7 million as of March 31, 2023 and December 31, 2022, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. Some of these investments provide for the Company to increase its investment in the future through call options exercisable by the Company and put options exercisable by the investee. These put and call options are recorded at fair market value. The estimation of the fair value of the investment involves the use of Level 3 inputs. The Company evaluates these investments for indicators of impairment. The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, the investment could be impaired. Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of March 31, 2023 and December 31, 2022, the Company had $ 1.9 million and $ 1.3 million of short-term investments, respectively. For the three months ended March 31, 2023, the Company purchased $ 213.3 million and sold $ 213.0 million of short-term investments. For the three months ended March 31, 2022, the Company purchased and sold $ 30.2 million of short-term investments. 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 approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate was set for the Revolving Credit Facility ( 112.5 to 150.0 basis points). Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments. For discussion of the Company’s derivatives and hedging activities, refer to Note 17. 3. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following: As of As of March 31, 2023 December 31, 2022 Included on Balance Sheet (in thousands) Cash and cash equivalents $ 152,772 $ 143,708 Cash and cash equivalents Securitization escrow accounts 30,616 35,820 Restricted cash - current asset Payment, performance bonds, and other 5,999 6,139 Restricted cash - current asset Surety bonds and workers compensation 3,795 3,616 Other assets - noncurrent Total cash, cash equivalents, and restricted cash $ 193,182 $ 189,283 Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a 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 towers, (3) trustee and servicing 8 Table of Contents expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) 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. Other restricted cash includes $ 5.8 million and $ 6.0 million held in escrow as of March 31, 2023 and December 31, 2022, respectively, related to the Company’s acquisition activities. 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 March 31, 2023 and December 31, 2022, the Company had $ 41.5 million and $ 42.3 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of March 31, 2023 and December 31, 2022, the Company had pledged $ 2.3 million as collateral related to its workers’ compensation policy. 4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following: As of As of March 31, 2023 December 31, 2022 (in thousands) Costs incurred on uncompleted contracts $ 152,600 $ 137,736 Estimated earnings 79,772 51,287 Billings to date ( 183,567 ) ( 134,665 ) $ 48,805 $ 54,358 These amounts are included in the Consolidated Balance Sheets under the following captions: As of As of March 31, 2023 December 31, 2022 (in thousands) Costs and estimated earnings in excess of billings on uncompleted contracts $ 58,815 $ 79,549 Billings in excess of costs and estimated earnings on uncompleted contracts (included in Other current liabilities) ( 10,010 ) ( 25,191 ) $ 48,805 $ 54,358 At March 31, 2023 and December 31, 2022, the two largest customers comprised 95.0 % and 96.7 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings. 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS The Company’s prepaid expenses and other current assets are comprised of the following: As of As of March 31, 2023 December 31, 2022 (in thousands) Short-term investments $ 1,864 $ 1,331 Prepaid real estate taxes 3,594 3,333 Prepaid taxes 10,500 10,639 Other current assets 24,256 17,846 Total prepaid expenses and other current assets $ 40,214 $ 33,149 ‎ 9 Table of Contents The Company’s other assets are comprised of the following: As of As of March 31, 2023 December 31, 2022 (in thousands) Straight-line rent receivable $ 396,617 $ 388,638 Interest rate swap asset (1) 151,464 182,860 Loans receivable (2) 117,880 39,922 Deferred lease costs, net 8,509 7,747 Deferred tax asset - long term 11,736 16,173 Long-term investments 37,068 40,696 Other 47,781 46,337 Total other assets $ 771,055 $ 722,373 (1) Refer to Note 17 for more information on the Company’s interest rate swaps. (2) On March 17, 2023, the Company entered into a loan with one of its unconsolidated joint ventures (“the Investee”). As part of the loan agreement, the Investee may borrow up to $ 120.0 million in aggregate principal amount, consisting of a $ 73.0 million initial term loan and $ 47.0 million of delayed draw term loans. The final maturity date of the loans is November 30, 2024. The loans accrue interest at a variable rate, adjusting monthly, plus the applicable margin. Interest on the loans is received monthly. The funding of the loans is recorded in Other investing activities on the Consolidated Statements of Cash Flows. As of March 31, 2023, the outstanding principal balance of the loan was $ 78.0 million and was accruing interest at 9.49 %. 6. ACQUISITIONS The following table summarizes the Company’s acquisition activity: For the three months ended March 31, 2023 2022 (in thousands) Acquisitions of towers and related intangible assets (1) $ 11,471 $ 207,863 Acquisition of right-of-use assets 1,309 — Land buyouts and other assets (2) 7,149 7,318 Total cash acquisition capital expenditures $ 19,929 $ 215,181 (1) The three months ended March 31, 2022 includes $ 176.1 million of acquisitions related to the Company’s purchase of sites from Airtel Tanzania. (2) Excludes $ 5.1 million and $ 3.8 million spent to extend ground lease terms for the three months ended March 31, 2023 and 2022, respectively. The Company recorded these amounts in prepaid rent within prepaid and other current assets on its Consolidated Balance Sheets. During the three months ended March 31, 2023, the Company acquired 14 towers and related assets and liabilities consisting of $ 1.6 million of property and equipment, net, $ 8.9 million of intangible assets, net, $ 1.0 million of operating lease right of use assets, net, $ 0.8 million of acquired and other right-of-use assets, net, $ 0.1 million of acquisition related holdbacks, $ 0.5 million of long-term lease liabilities, and $ 1.1 million of other net assets assumed. In the three months ended March 31, 2023 , the Company concluded that for all of its acquisitions substantially all of the value of its tower acquisition is concentrated in a group of similar identifiable assets . Additionally, subsequent to March 31, 2023, the Company purchased or is under contract to purchase 66 communication sites for an aggregate consideration of $ 63.7 million in cash. The Company anticipates that these acquisitions will be consummated by the end of the fourth quarter of 2023. The maximum potential obligation related to contingent consideration for acquisitions was $ 9.9 million and $ 10.1 million as of March 31, 2023 and December 31, 2022, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets. ‎ 10 Table of Contents 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: As of As of March 31, 2023 December 31, 2022 (in thousands) Towers and related assets (1) $ 5,705,778 $ 5,650,902 Construction-in-process (2) 83,839 77,564 Furniture, equipment, and vehicles 67,501 67,403 Land, buildings, and improvements 896,728 889,293 Total property and equipment 6,753,846 6,685,162 Less: accumulated depreciation ( 4,044,062 ) ( 3,971,435 ) Property and equipment, net $ 2,709,784 $ 2,713,727 (1) Includes amounts related to the Company’s data centers. (2) Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations. Depreciation expense was $ 69.4 million and $ 68.1 million for the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023 and December 31, 2022, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 8.8 million and $ 7.5 million, respectively. 8. INTANGIBLE ASSETS, NET The following table provides the gross and net carrying amounts for each major class of intangible assets: As of March 31, 2023 As of December 31, 2022 Gross carrying Accumulated Net book Gross carrying Accumulated Net book amount amortization value amount amortization value (in thousands) Current contract intangibles $ 5,197,602 $ ( 3,151,097 ) $ 2,046,505 $ 5,170,187 $ ( 3,060,494 ) $ 2,109,693 Network location intangibles 1,902,092 ( 1,254,714 ) 647,378 1,893,048 ( 1,226,269 ) 666,779 Intangible assets, net $ 7,099,694 $ ( 4,405,811 ) $ 2,693,883 $ 7,063,235 $ ( 4,286,763 ) $ 2,776,472 All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $ 101.8 million and $ 100.6 million for the three months ended March 31, 2023 and 2022, respectively. 9. ACCRUED EXPENSES The Company’s accrued expenses are comprised of the following: As of As of March 31, 2023 December 31, 2022 (in thousands) Salaries and benefits $ 14,840 $ 27,727 Real estate and property taxes 8,112 8,422 Unpaid capital expenditures 8,762 7,476 Acquisition related holdbacks 25,622 25,681 Other 35,461 32,178 Total accrued expenses $ 92,797 $ 101,484 ‎ 11 Table of Contents 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of March 31, 2023 December 31, 2022 Maturity Date Principal ‎ Balance Fair Value Carrying ‎ Value Principal ‎ Balance Fair Value Carrying ‎ Value Revolving Credit Facility Jul. 7, 2026 $ 675,000 $ 675,000 $ 675,000 $ 720,000 $ 720,000 $ 720,000 2018 Term Loan Apr. 11, 2025 2,286,000 2,286,000 2,278,817 2,292,000 2,280,540 2,284,007 2014-2C Tower Securities (1) Oct. 8, 2024 620,000 604,612 618,357 620,000 598,480 618,099 2019-1C Tower Securities (1) Jan. 12, 2025 1,165,000 1,110,828 1,160,474 1,165,000 1,095,776 1,159,860 2020-1C Tower Securities (1) Jan. 9, 2026 750,000 678,660 745,841 750,000 665,633 745,480 2020-2C Tower Securities (1) Jan. 11, 2028 600,000 519,390 595,793 600,000 506,574 595,586 2021-1C Tower Securities (1) Nov. 9, 2026 1,165,000 1,014,550 1,156,304 1,165,000 991,705 1,155,724 2021-2C Tower Securities (1) Apr. 9, 2027 895,000 774,265 887,867 895,000 756,302 887,443 2021-3C Tower Securities (1) Oct. 9, 2031 895,000 709,565 886,711 895,000 686,134 886,495 2022-1C Tower Securities (1) Jan. 11, 2028 850,000 868,488 840,091 850,000 855,899 840,053 2020 Senior Notes Feb. 15, 2027 1,500,000 1,406,595 1,487,739 1,500,000 1,375,815 1,487,013 2021 Senior Notes Feb. 1, 2029 1,500,000 1,248,750 1,488,834 1,500,000 1,286,250 1,488,402 Total debt $ 12,901,000 $ 11,896,703 $ 12,821,828 $ 12,952,000 $ 11,819,108 $ 12,868,162 Less: current maturities of long-term debt ( 24,000 ) ( 24,000 ) Total long-term debt, net of current maturities $ 12,797,828 $ 12,844,162 (1) The maturity date represents the anticipated repayment date for each issuance. The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented: Interest For the three months ended March 31, Rates as of 2023 2022 March 31, Cash Non-cash Cash Non-cash 2023 Interest Interest Interest Interest (in thousands) Revolving Credit Facility 6.037 % $ 9,286 $ — $ 2,279 $ — 2018 Term Loan (1) 2.569 % 14,363 9,223 10,910 11,438 2014-2C Tower Securities 3.869 % 6,046 — 6,046 — 2018-1C Tower Securities 3.448 % — — 5,570 — 2019-1C Tower Securities 2.836 % 8,357 — 8,357 — 2020-1C Tower Securities 1.884 % 3,598 — 3,598 — 2020-2C Tower Securities 2.328 % 3,540 — 3,540 — 2021-1C Tower Securities 1.631 % 4,846 — 4,846 — 2021-2C Tower Securities 1.840 % 4,196 — 4,196 — 2021-3C Tower Securities 2.593 % 5,873 — 5,873 — 2022-1C Tower Securities 6.599 % 14,093 — — — 2020 Senior Notes 3.875 % 14,531 88 14,531 88 2021 Senior Notes 3.125 % 11,719 — 11,719 — Other 778 4,928 787 — Total $ 101,226 $ 14,239 $ 82,252 $ 11,526 (1) The 2018 Term Loan has a blended rate of 2.569 %, which 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. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 6.600 % as of March 31, 2023. Refer to Note 17 for more information on the Company’s interest rate swap. ‎ 12 Table of Contents Revolving Credit Facility under the Senior Credit Agreement The key terms of the Revolving Credit Facility are as follows: Unused Financial Covenant Interest Rate Commitment Compliance as of Fee as of Status as of March 31, 2023 (1) March 31, 2023 (2) March 31, 2023 Revolving Credit Facility 6.037 % 0.140 % In Compliance (1) The rate reflected includes a 0.050 % reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022. (2) The rate reflected includes a 0.010 % reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022. The table below summarizes the Company’s Revolving Credit Facility activity during the three months ended March 31, 2023 and 2022 (in thousands): For the three months ended March 31, 2023 2022 Beginning outstanding balance $ 720,000 $ 350,000 Borrowings 140,000 330,000 Repayments ( 185,000 ) — Ending outstanding balance $ 675,000 $ 680,000 Subsequent to March 31, 2023, the Company repaid $ 80.0 million under the Revolving Credit Facility, and as of the date of this filing, $ 595.0 million was outstanding. Term Loan under the Senior Credit Agreement During the three months ended March 31, 2023, the Company repaid an aggregate of $ 6.0 million of principal on the 2018 Term Loan. As of March 31, 2023, the 2018 Term Loan had a principal balance of $ 2.3 billion. Secured Tower Revenue Securities As of March 31, 2023, the entities that are borrowers on the mortgage loan (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. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers . 11. SHAREHOLDERS’ EQUITY Common Stock Equivalents The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15). Stock Repurchases The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On October 28, 2021, the Company’s Board of Directors authorized a $ 1.0 billion stock repurchase plan, replacing the prior plan. As of the date of this filing, the Company had $ 504.7 million of authorization remaining under the new plan. 13 Table of Contents The following is a summary of the Company’s share repurchases: For the three months ended March 31, 2023 2022 Total number of shares purchased (in millions) (1) — 1.3 Average price paid per share (1) $ — $ 332.00 Total price paid (in millions) (1) $ — $ 431.6 (1) Amounts reflected are based on the trade date and differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date. Dividends For the three months ended March 31, 2023, the Company paid the following cash dividends: Payable to Shareholders of Record at the Close Cash Paid Aggregate Amount Date Declared of Business on Per Share Paid Date Paid February 20, 2023 March 10, 2023 $ 0.85 $ 93.9 million March 24, 2023 Dividends paid in 2023 were ordinary taxable dividends. Subsequent to March 31, 2023, the Company declared the following cash dividends: Payable to Shareholders Cash to of Record at the Close be Paid Date Declared of Business on Per Share Date to be Paid April 30, 2023 May 26, 2023 $ 0.85 June 21, 2023 12. STOCK-BASED COMPENSATION Stock Options 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. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. 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. There were no options granted during the three months ended March 31, 2023. The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2023 as follows (dollars and shares in thousands, except for per share data): Weighted- Weighted-Average Average Remaining Number Exercise Price Contractual Aggregate of Shares Per Share Life (in years) Intrinsic Value Outstanding at December 31, 2022 1,673 $ 161.02 Exercised ( 112 ) $ 107.43 Forfeited/canceled ( 1 ) $ 217.40 Outstanding at March 31, 2023 1,560 $ 164.84 2.3 $ 150,596 Exercisable at March 31, 2023 1,543 $ 163.68 2.2 $ 150,375 Unvested at March 31, 2023 17 $ 282.56 7.2 $ 221 The total intrinsic value for options exercised during the three months ended March 31, 2023 was $ 19.0 million. 14 Table of Contents Restricted Stock Units and Performance-Based Restricted Stock Units The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2023: RSUs PSUs (1) Weighted-Average Weighted-Average Number of Grant Date Fair Number of Grant Date Fair Shares Value per Share Shares Value per Share (in thousands) (in thousands) Outstanding at December 31, 2022 222 $ 280.66 429 $ 332.18 Granted 163 $ 256.19 95 $ 263.53 PSU adjustment (2) — $ — 65 $ 302.96 Vested ( 111 ) $ 262.07 ( 207 ) $ 345.08 Forfeited/canceled ( 7 ) $ 281.10 ( 13 ) $ 295.77 Outstanding at March 31, 2023 267 $ 273.43 369 $ 298.88 (1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model. (2) PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date. 13. INCOME TAXES The primary reasons for the difference between the Company’s effective tax rate and the U.S. statutory rate are the Company’s REIT election and the Company’s full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). The TRS has concluded that a full valuation allowance is appropriate for the current period. A foreign tax provision is recognized because certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position. The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its TRSs. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $ 545.2 million as of December 31, 2022, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized . The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment. In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019 . The Company strongly disagrees with the assessment and have filed an appeal with the higher appellate taxing authorities as the Company believes the proposed adjustments are without merit. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expect to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period. As of March 31, 2023, 15 Table of Contents the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 93.1 million (excluding penalties and interest, which as of such date would have been $ 86.9 million) . 14. SEGMENT DATA The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in 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 Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region. 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 in which the Company continues to operate are presented below. Domestic Site Int'l Site Site Leasing Leasing Development Other Total For the three months ended March 31, 2023 (in thousands) Revenues (1) $ 454,833 $ 162,435 $ 58,248 $ — $ 675,516 Cost of revenues (2) 69,750 50,369 44,185 — 164,304 Operating profit 385,083 112,066 14,063 — 511,212 Selling, general, and administrative expenses 31,743 16,730 6,077 17,659 72,209 Acquisition and new business initiatives related adjustments and expenses 3,232 2,825 — — 6,057 Asset impairment and decommission costs 19,435 4,886 — 2,069 26,390 Depreciation, amortization and accretion 119,487 60,412 916 1,600 182,415 Operating income (loss) 211,186 27,213 7,070 ( 21,328 ) 224,141 Other expense, net (principally interest expense and other income) ( 80,079 ) ( 80,079 ) Income before income taxes 144,062 Cash capital expenditures (3) 44,636 23,033 395 1,256 69,320 For the three months ended March 31, 2022 Revenues (1) $ 432,986 $ 126,446 $ 60,338 $ — $ 619,770 Cost of revenues (2) 65,804 41,351 45,773 — 152,928 Operating profit 367,182 85,095 14,565 — 466,842 Selling, general, and administrative expenses 23,373 15,494 5,522 17,735 62,124 Acquisition and new business initiatives related adjustments and expenses 3,599 1,505 — — 5,104 Asset impairment and decommission costs 5,483 3,029 — — 8,512 Depreciation, amortization and accretion 123,133 48,881 588 1,721 174,323 Operating income (loss) 211,594 16,186 8,455 ( 19,456 ) 216,779 Other income, net (principally interest expense and other income) 12,004 12,004 Income before income taxes 228,783 Cash capital expenditures (3) 39,545 211,771 966 1,581 253,863 Domestic Site Int'l Site Site Leasing Leasing Development Other (4) Total Assets (in thousands) As of March 31, 2023 $ 6,186,249 $ 3,855,779 $ 127,215 $ 372,286 $ 10,541,529 As of December 31, 2022 $ 6,308,204 $ 3,808,699 $ 158,137 $ 310,001 $ 10,585,041 16 Table of Contents (1) For the three months ended March 31, 2023 and 2022, site leasing revenue in Brazil was $ 93.8 million and $ 65.2 million, respectively. Other than Brazil, no foreign country represented more than 5 % of the Company’s total revenues in any of the periods presented. (2) Excludes depreciation, amortization, and accretion. (3) Includes cash paid for capital expenditures, acquisitions, and right-of-use assets. (4) Assets in Other consist primarily of general corporate assets and short-term investments. Total domestic long-lived assets were $ 5.8 billion and $ 5.9 billion as of March 31, 2023 and December 31, 2022, respectively. Total international long-lived assets were $ 3.5 billion as of March 31, 2023 and December 31, 2022. Total long-lived assets in Brazil were $ 2.1 billion and $ 2.0 billion as of March 31, 2023 and December 31, 2022, respectively. Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. Other than Brazil, no foreign country represented more than 5 % of the Company’s total long-lived assets in any of the periods presented. 15. EARNINGS PER SHARE B asic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method . The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three months ended March 31, 2023 and 2022 (in thousands, except per share data): For the three months ended March 31, 2023 2022 Numerator: Net income attributable to SBA Communications Corporation $ 101,217 $ 188,623 Denominator: Basic weighted-average shares outstanding 108,132 108,086 Dilutive impact of stock options, RSUs, and PSUs 1,139 1,458 Diluted weighted-average shares outstanding 109,271 109,544 Net income per common share attributable to SBA Communications Corporation: Basic $ 0.94 $ 1.75 Diluted $ 0.93 $ 1.72 For the three months ended March 31, 2023 and 2022, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive. 16. REDEEMABLE NONCONTROLLING INTERESTS The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, or (2) the redemption value as of the balance sheet date. Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings ). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs. ‎ 17 Table of Contents The components of redeemable noncontrolling interests as of March 31, 2023 and December 31, 2022 are as follows (in thousands): March 31, December 31, 2023 2022 Beginning balance $ 31,735 $ 17,250 Net loss attributable to noncontrolling interests ( 663 ) ( 1,630 ) Foreign currency translation adjustments — ( 204 ) Adjustment to redemption amount 7,112 16,319 Ending balance $ 38,184 $ 31,735 17. DERIVATIVES AND HEDGING ACTIVITIES The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, terminated an existing $ 1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a payment of $ 176.2 million. On the same date, the Company 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. The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan. As of March 31, 2023, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. As of March 31, 2023 and December 31, 2022, the interest rate swap had a fair value of $ 151.5 million and $ 182.9 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets. On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was no cash transferred in connection with the termination of these swaps. The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining term end dates, which range from 2023 to 2025 . Accumulated other comprehensive loss, net includes an aggregate $ 97.2 million gain and a $ 119.6 million gain as of March 31, 2023 and December 31, 2022, respectively. The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform. The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows except for the termination of interest rate swaps, which are recorded in Net cash used in financing activities . The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2023 2022 Cash Flow Hedge - Interest Rate Swap Agreement (in thousands) Change in fair value recorded in Accumulated other comprehensive loss, net $ ( 31,396 ) $ 74,101 Derivatives Not Designated as Hedges - Interest Rate Swap Agreements Amount reclassified from Accumulated other comprehensive loss, net into Non-cash interest expense $ 9,007 $ 11,221 18 Table of Contents