What changed in this filing

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Item 1. Financial Statements

2024-11-01 compared with 2024-08-02 · 185 added, 137 removed, 652 unchanged (33% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

September 30,

Current assets:

29 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 107,506 shares and

108,050 shares issued and outstanding at June 30, 2024 and December 31, 2023,

108,050 shares issued and outstanding at September 30, 2024 and December 31, 2023,

Additional paid-in capital

12 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Site development

18 unchanged sentences

Loss from extinguishment of debt, net

Other (expense) income, net

Other income (expense), net

Total other expense, net

Income before income taxes

Benefit (provision) for income taxes

Provision for income taxes

Net loss attributable to noncontrolling interests

3 unchanged sentences

Weighted-average number of common shares

(1) Includes non-cash compensation of $ 17,872 and $ 17,566 for the three months ended June 30, 2024 and 2023, respectively, and $ 38,645 and $ 43,094 for the six months ended June 30, 2024 and 2023, respectively.

(1) Includes non-cash compensation of $ 15,732 and $ 20,615 for the three months ended September 30, 2024 and 2023, respectively, and $ 54,376 and $ 63,709 for the nine months ended September 30, 2024 and 2023, respectively.

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

3 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Adjustments related to interest rate swaps

10 unchanged sentences

Shareholders'

BALANCE, March 31, 2024

BALANCE, June 30, 2024

( 7,546,370 )

7 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2024

BALANCE, September 30, 2024

( 7,393,799 )

19 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2024

BALANCE, September 30, 2024

( 7,393,799 )

5 unchanged sentences

Shareholders'

BALANCE, March 31, 2023

BALANCE, June 30, 2023

( 7,362,838 )

7 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2023

BALANCE, September 30, 2023

( 7,421,725 )

12 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2023

BALANCE, September 30, 2023

( 7,421,725 )

4 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Loss from extinguishment of debt, net

Deferred and non-cash income tax benefit

Deferred and non-cash income tax provision (benefit)

Other non-cash items reflected in the Statements of Operations

12 unchanged sentences

Purchase of investments

( 1,204,628 )

( 1,005,143 )

Proceeds from sale of investments

22 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

24 unchanged sentences

Based on its assessment, the Company revised the estimated useful lives of its towers and certain related intangible assets (which are amortized on a similar basis to its tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024.

The Company accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $ 102.7 million ($ 93.0 million after tax, or an increase of $ 0.86 per diluted share) and $ 205.4 million ($ 186.0 million after tax, or an increase of $ 1.72 per diluted share) for the three and six months ended June 30, 2024, respectively.

The Company accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $ 103.0 million ($ 93.3 million after tax, or an increase of $ 0.86 per diluted share) and $ 308.5 million ($ 279.2 million after tax, or an increase of $ 2.58 per diluted share) for the three and nine months ended September 30, 2024, respectively.

This change in useful lives is expected to reduce depreciation and amortization expense by approximately $ 411.5 million ($ 372.5 million after tax, or an increase of $ 3.45 per diluted share) for the year ended December 31, 2024.

6 unchanged sentences

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 (expense) income, net in the Consolidated Statements of Operations.

Remeasurement gains and losses are reported as Other income (expense), net in the Consolidated Statements of Operations.

Intercompany Loans Subject to Remeasurement

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other (expense) income, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future.

The Company recorded a $ 66.2 million loss and a $ 27.8 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended June 30, 2024 and 2023, respectively, and a $ 94.7 million loss

and a $ 55.2 million gain, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2024 and 2023, respectively.

During the six months ended June 30, 2024, the Company funded $ 9.3 million and $ 79.7 million was repaid under its intercompany loan agreements.

As of June 30, 2024 and December 31, 2023, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.2 billion and $ 1.3 billion, respectively.

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future.

The Company recorded a $ 16.2 million gain and a $ 31.2 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2024 and 2023, respectively, and a $ 78.5 million

loss and a $ 24.1 million gain, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024, the Company funded $ 9.3 million and $ 132.1 million was repaid under its intercompany loan agreements.

As of September 30, 2024 and December 31, 2023, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.2 billion and $ 1.3 billion, respectively.

Accounting Standards Updates

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new guidance to enhance reportable segment disclosures, primarily through additional disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), along with disclosure of the title and position of the CODM.

The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application to all prior periods presented.

Early adoption is permitted.

The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued new guidance requiring public companies to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.

FAIR VALUE MEASUREMENTS

10 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

4 unchanged sentences

(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 .

The Company’s long-term investments were $ 19.2 million and $ 24.5 million as of June 30, 2024 and December 31, 2023, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The Company’s long-term investments were $ 26.6 million and $ 24.5 million as of September 30, 2024 and December 31, 2023, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The estimation of the fair value of the investment involves the use of Level 3 inputs.

1 unchanged sentence

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 less than the carrying amount, an impairment charge will be recorded.

The Company did no t recognize any impairment loss associated with its investments during the three and six months ended June 30, 2024 and 2023.

If indicators exist and the fair value of the investment is less than the carrying

amount, an impairment charge will be recorded.

The Company did no t recognize any impairment loss associated with its investments during the three or nine months ended September 30, 2024 and 2023.

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 June 30, 2024 and December 31, 2023, the Company had $ 30.4 million and $ 1.0 million of short-term investments, respectively.

For the six months ended June 30, 2024, the Company purchased and sold $ 0.7 billion of short-term investments.

For the six months ended June 30, 2023, the Company purchased and sold $ 0.6 billion 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 spread to the Eurodollar Rate and Term SOFR Rate was set for the Revolving Credit Facility ( 112.5 to 150.0 basis points).

As of September 30, 2024 and December 31, 2023, the Company had $ 16.2 million and $ 1.0 million of short-term investments, respectively.

For the nine months ended September 30, 2024, the Company purchased and sold $ 1.2 billion of short-term investments.

For the nine months ended September 30, 2023, the Company purchased and sold $ 1.0 billion of short-term investments.

The Company determines fair value of its debt and derivative 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 spread to the Eurodollar Rate and Term SOFR 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.

2 unchanged sentences

The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:

June 30, 2024

September 30, 2024

December 31, 2023

15 unchanged sentences

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company.

Other restricted cash includes $ 6.5 million and $ 6.1 million held in escrow as of June 30, 2024 and December 31, 2023 related to the Company’s acquisition activities.

Other restricted cash includes $ 6.9 million and $ 6.1 million held in escrow as of September 30, 2024 and December 31, 2023 related to the Company’s acquisition activities.

Cash is pledged as collateral for 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 June 30, 2024 and December 31, 2023, the Company had $ 41.7 million and $ 42.0 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted.

As of September 30, 2024 and December 31, 2023, the Company had $ 42.2 million and $ 42.0 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 June 30, 2024 and December 31, 2023, the Company had pledged $ 2.5 million and $ 2.4 million, respectively, as collateral related to its workers’ compensation policy.

As of September 30, 2024 and December 31, 2023, the Company had pledged $ 2.5 million and $ 2.4 million, respectively, as collateral related to its workers’ compensation policy.

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:

June 30, 2024

September 30, 2024

December 31, 2023

4 unchanged sentences

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

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

At June 30, 2024 and December 31, 2023, the two largest customers comprised 90.5 % and 84.6 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

At September 30, 2024 and December 31, 2023, the two largest customers comprised 91.6 % and 84.6 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Interest receivable

Prepaid insurance

Prepaid taxes

3 unchanged sentences

The Company’s other assets are comprised of the following:

June 30, 2024

September 30, 2024

December 31, 2023

14 unchanged sentences

The funding of the loans is recorded in Other investing activities on the Consolidated Statements of Cash Flows.

As of June 30, 2024, the outstanding principal balance of the loan was $ 107.4 million and was accruing interest at 10.079 %.

As of September 30, 2024, the outstanding principal balance of the loan was $ 114.2 million and was accruing interest at a blended rate of 9.947 %.

The following table summarizes the Company’s acquisition activity:

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

2 unchanged sentences

Total cash acquisition capital expenditures

(1) Excludes $ 3.7 million and $ 2.7 million spent to extend ground lease terms for the three months ended June 30, 2024 and 2023, respectively, and excludes $ 9.3 million and $ 7.9 million spent to extend ground lease terms for the six months ended June 30, 2024 and 2023, respectively.

The Company recorded these amounts in prepaid ground rent within prepaid expenses and other current assets on its Consolidated Balance Sheets.

During the six months ended June 30, 2024, the Company acquired 128 towers and related assets and liabilities consisting of $ 13.4 million of property and equipment, net, $ 24.3 million of intangible assets, net, $ 9.5 million of operating lease right-of-use assets, net, $ 3.4 million of acquisition related holdbacks, $ 5.3 million of long-term lease liabilities, and $ 0.2 million of other net liabilities assumed.

During the six months ended June 30, 2024 , the Company concluded that for all of its tower acquisitions substantially all of the value is concentrated in a group of similar identifiable assets .

Additionally, subsequent to June 30, 2024, the Company purchased or is under contract to purchase 106 communication sites which are expected to close prior to year-end at the time of this report for an aggregate consideration of $ 49.3 million in cash.

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 15.1 million and $ 17.9 million as of June 30, 2024 and December 31, 2023, respectively.

(1) Excludes $ 7.7 million and $ 6.7 million spent to extend ground lease terms for the three months ended September 30, 2024 and 2023, respectively, and excludes $ 17.0 million and $ 15.0 million spent to extend ground lease terms for the nine months ended September 30, 2024 and 2023, respectively.

The Company recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.

During the nine months ended September 30, 2024, the Company acquired 179 towers and related assets and liabilities consisting of $ 27.9 million of property and equipment, net, $ 211.1 million of intangible assets, net, $ 25.3 million of operating lease right-of-use assets, net, $ 4.6 million of acquisition related holdbacks, $ 18.1 million of long-term lease liabilities, and $ 6.8 million of other net liabilities assumed.

During the nine months ended September 30, 2024 , the Company concluded that for all of its tower acquisitions substantially all of the value is concentrated in a group of similar identifiable assets .

Subsequent to September 30, 2024, the Company entered into an agreement to purchase over 7,000 communication sites in Central America from Millicom International Cellular S.A.

(“Millicom”) for approximately $ 975.0 million in cash.

These sites are located in Guatemala, Honduras, Panama, El Salvador, and Nicaragua, with significantly all cash flows denominated in USD.

Upon closing, Millicom will enter into country-specific Master Lease Agreements (“MLAs”) to lease back space on all acquired sites for an initial term of 15 years.

The MLAs will also incorporate an extension to the Company’s approximately 1,500 existing site leases with Millicom for a new 15 -year term.

Additionally, as part of the purchase agreement, the Company and Millicom have agreed to a seven-year exclusivity right for the Company to build up to 2,500 build-to-suit sites in Central America for Millicom with new leases on any sites built having an initial lease term of 15 years.

This transaction is expected to close, subject to antitrust approvals and other closing conditions, some time in 2025.

In addition to the Millicom transaction, subsequent to September 30, 2024, the Company purchased or is under contract to purchase 45 communication sites which are expected to close by the end of the first quarter of 2025 at the time of this report for an aggregate consideration of $ 16.3 million in cash.

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 13.5 million and $ 17.9 million as of September 30, 2024 and December 31, 2023, respectively.

No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

1 unchanged sentence

Property and equipment, net consists of the following:

June 30, 2024

September 30, 2024

December 31, 2023

11 unchanged sentences

(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 $ 26.2 million and $ 69.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 63.6 million and $ 138.4 million for the six months ended June 30, 2024 and 2023, respectively.

As a result of the Company’s revision of the estimated useful lives of its towers, the Company experienced decreased depreciation expense for the three and six months ended June 30, 2024.

At June 30, 2024 and December 31, 2023, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 14.1 million and $ 6.5 million, respectively.

Depreciation expense was $ 25.8 million and $ 68.2 million for the three months ended September 30, 2024 and 2023, respectively, and $ 89.4 million and $ 206.6 million for the nine months ended September 30, 2024 and 2023, respectively.

As a result of the Company’s revision of the estimated useful lives of its towers, the Company experienced decreased depreciation expense for the three and nine months ended September 30, 2024 when compared to the comparable prior year period.

At September 30, 2024 and December 31, 2023, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 12.4 million and $ 6.5 million, respectively.

INTANGIBLE ASSETS, NET

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

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

12 unchanged sentences

All intangible assets noted above are included in the Company’s site leasing segment.

Amortization expense relating to the intangible assets above was $ 26.3 million and $ 101.3 million for the three months ended June 30, 2024 and 2023, respectively and $ 53.5 million and $ 203.1 million for the six months ended June 30, 2024 and 2023, respectively.

As a result of the Company’s revision of the estimated useful lives of its towers, the Company experienced decreased amortization expense for the three and six months ended June 30, 2024.

Amortization expense relating to the intangible assets above was $ 26.4 million and $ 100.4 million for the three months ended September 30, 2024 and 2023, respectively and $ 79.8 million and $ 303.5 million for the nine months ended September 30, 2024 and 2023, respectively.

As a result of the Company’s revision of the estimated useful lives of its towers, the Company experienced decreased amortization expense for the three and nine months ended September 30, 2024 when compared to the comparable prior year period.

ACCRUED EXPENSES

The Company’s accrued expenses are comprised of the following:

June 30, 2024

September 30, 2024

December 31, 2023

6 unchanged sentences

The principal balances, fair values, and carrying values of debt consist of the following (in thousands):

June 30, 2024

September 30, 2024

December 31, 2023

14 unchanged sentences

current maturities of long-term debt

( 1,806,304 )

Total long-term debt, net of current maturities

(1) On January 25, 2024, the Company amended its Revolving Credit Facility to extend the maturity date to January 25, 2029 as

well as amend certain other terms and conditions under the Senior Credit Agreement.

(1) On January 25, 2024, the Company amended its Revolving Credit Facility to extend the maturity date to January 25, 2029 as well as amend certain other terms and conditions under the Senior Credit Agreement.

For further discussion of the amendments, refer to “Terms of the Senior Credit Agreement” below.

1 unchanged sentence

For further discussion of the amendments, refer to “Term Loan under the Senior Credit Agreement” below.

(3) On October 11, 2024, the Company issued the 2024-1C Tower Securities and the 2024-2C Tower Securities (collectively the “2024 Tower Securities”) accruing interest at an all-in rate of 4.831 % and 4.654 %, respectively.

Net proceeds from this offering were used to repay the aggregate principal amount of the 2014-2C Tower Securities ($ 620.0 million), and the remaining proceeds will be used to repay the aggregate principal amount of the 2019-1C Tower Securities ($ 1.165 billion), the 2019-1R Tower Securities ($ 61.4 million), and for general corporate purposes.

(4) 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:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

September 30,

(in thousands)

13 unchanged sentences

(1) The 2024 Term Loan has a blended rate of 2.760 %, which includes the impact of the interest rate swaps.

Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 7.350 % as of June 30, 2024.

Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 6.850 % as of September 30, 2024.

Refer to Note 17 for more information on the Company’s interest rate swap .

2 unchanged sentences

On February 23, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, further increased the total commitments under the Revolving Credit Facility from $ 1.75 billion to $ 2.0 billion.

As of June 30, 2024, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

As of September 30, 2024, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

On October 2, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its Senior Credit Agreement to (1) reduce the stated rate of interest of the Initial Term Loans from, at SBA Senior Finance II’s election, the Base Rate plus 100 basis points or Term SOFR plus 200 basis points to, at SBA Senior Finance II’s election, the Base Rate plus 75 basis points or Term SOFR plus 175 basis points, and (2) amend certain other terms and conditions under the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

2 unchanged sentences

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.

Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company

performs against those targets.

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 .

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 .

The key terms of the Revolving Credit Facility are as follows:

Interest Rate

June 30, 2024 (1)

June 30, 2024 (2)

September 30, 2024 (1)

September 30, 2024 (2)

Revolving Credit Facility

1 unchanged sentence

(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, 2023.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2024 and 2023 (in thousands):

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2024 and 2023 (in thousands):

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Beginning outstanding balance

Ending outstanding balance

Subsequent to June 30, 2024, the Company repaid $ 90.0 million and borrowed $ 20.0 million under the Revolving Credit Facility, and as of the date of this filing, $ 50.0 million was outstanding.

Subsequent to September 30, 2024, the Company repaid $ 160.0 million under the Revolving Credit Facility, and as of the date of this filing, no amount remains outstanding.

Term Loan under the Senior Credit Agreement

2 unchanged sentences

The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $ 2.3 billion that matures on January 25, 2031 .

The 2024 Term Loan accrues interest, at SBA Senior Finance II's election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0 %).

The 2024 Term Loan (as amended on October 2, 2024) accrues interest, at SBA Senior Finance II's election, at either the Base Rate (with a zero Base Rate floor) plus 75 basis points or at Term SOFR (with a floor of 0 %) plus 175 basis points.

The 2024 Term Loan was issued at 99.75 % of par value.

1 unchanged sentence

In connection with the repayment, the Company expensed $ 3.3 million of net deferred financing fees and $ 1.2 million of discount related to the debt.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 5.75 million beginning on June 30, 2024.

The Company incurred financing fees of approximately $ 19.4 million in relation to this transaction, which are being amortized through the maturity date.

During the three and six months ended June 30, 2024, the Company repaid an aggregate of $ 5.75 million of principal on the 2024 Term Loan.

As of June 30, 2024, the 2024 Term Loan had a principal balance of $ 2.3 billion.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 5.75 million.

The Company incurred financing fees of approximately $ 19.4 million in connection with this transaction, which are being amortized through the maturity date.

During the three and nine months ended September 30, 2024, the Company repaid an aggregate of $ 5.75 million and $ 11.5 million of principal on the 2024 Term Loan, respectively.

As of September 30, 2024, the 2024 Term Loan had a principal balance of $ 2.3 billion.

Secured Tower Revenue Securities

As of June 30, 2024, 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.

As of September 30, 2024, 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 .

2014-2C Tower Securities

On October 11, 2024, the Company repaid the aggregate principal amount of the 2014-2C Tower Securities ($ 620.0 million) using proceeds from the issuance of the 2024 Tower Securities.

2024 Tower Securities

On October 11, 2024, the Company, through a New York common law trust (the “Trust”), issued $ 1.45 billion of 4.831 % Secured Tower Revenue Securities Series 2024-1C, which have an anticipated repayment date of October 9, 2029 and a final maturity date of October 8, 2054 (the “2024-1C Tower Securities”) and $ 620.0 million of 5.115 % Secured Tower Revenue Securities Series 2024-2C, which have an anticipated repayment date of October 8, 2027 and a final maturity date of October 8, 2054 (the “2024-2C Tower Securities”) (collectively the “2024 Tower Securities”).

In anticipation of the issuance of the 2024-2C Tower Securities, the Company, through its wholly owned subsidiary, Senior Finance II, entered into a treasury lock agreement to fix the 2024-2C Tower Securities at an effective rate of 4.654 %.

The aggregate $ 2.07 billion of 2024 Tower Securities have a blended effective interest rate of 4.778 % and a weighted average life through the anticipated repayment date of 4.4 years.

Refer to Note 17 for more information on the Company’s treasury lock agreement.

$ 1.165 billion of the proceeds are being held in escrow, by the Trust, earning interest at the U.S.

federal funds rate less 10 basis points until the repayment of the 2019-1C Tower Securities.

The Company has incurred deferred financing fees of $ 17.6 million in connection with this transaction, which are being amortized through the anticipated repayment date of the 2024 Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended, SBA Guarantor, an affiliate of SBA Depositor, purchased $ 108.7 million of Secured Tower Revenue Securities Series 2024-1R issued by the Trust.

These securities have an anticipated repayment date of October 9, 2029 and a final maturity date of October 8, 2054 (the “2024-1R Tower Securities”).

The fixed interest rate on the 2024-1R Tower Securities is 6.252 % per annum, payable monthly.

Principal and interest payments made on the 2024-1R Tower Securities eliminate in consolidation.

SHAREHOLDERS’ EQUITY

4 unchanged sentences

The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities under its automatic shelf registration statement on Form S-3ASR.

During the six months ended June 30, 2024, the Company did no t issue any securities under this automatic shelf registration statement.

During the nine months ended September 30, 2024, the Company did no t issue any securities under this automatic shelf registration statement.

Stock Repurchases

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For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Total number of shares purchased (in millions) (1)

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(1) Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.

For the six months ended June 30, 2024, the Company paid the following cash dividends:

For the nine months ended September 30, 2024, the Company paid the following cash dividends:

Payable to Shareholders

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June 18, 2024

July 28, 2024

August 22, 2024

$ 105.3 million

September 18, 2024

(1) Amount reflected includes the payment of $ 1.9 million in dividend equivalents.

Dividends paid in 2024 were ordinary taxable dividends.

Subsequent to June 30, 2024, the Company declared the following cash dividends:

Subsequent to September 30, 2024, the Company declared the following cash dividends:

Payable to Shareholders

3 unchanged sentences

Date to be Paid

July 28, 2024

August 22, 2024

September 18, 2024

October 27, 2024

November 14, 2024

December 12, 2024

STOCK-BASED COMPENSATION

Stock Options

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2024 as follows (dollars and shares in thousands, except for per share data):

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2024 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

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Forfeited/canceled

Outstanding at June 30, 2024

Exercisable at June 30, 2024

Unvested at June 30, 2024

The total intrinsic value for options exercised during the six months ended June 30, 2024 was $ 15.0 million.

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Unvested at September 30, 2024

The total intrinsic value for options exercised during the nine months ended September 30, 2024 was $ 16.6 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2024:

The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2024:

Weighted-Average

9 unchanged sentences

Forfeited/canceled

Outstanding at June 30, 2024

Outstanding at September 30, 2024

(1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period.

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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’s international operations 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 $ 382.3 million as of December 31, 2023, 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 .

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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 June 30, 2024, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 66.8 million.

As of September 30, 2024, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 68.9 million.

This range excludes penalties and interest, which as of such date would have been $ 86.8 million.

6 unchanged sentences

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’s CODM 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.

1 unchanged sentence

Domestic Site

For the three months ended June 30, 2024

For the three months ended September 30, 2024

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the three months ended June 30, 2023

For the three months ended September 30, 2023

Cost of revenues (2)

11 unchanged sentences

Domestic Site

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the six months ended June 30, 2023

For the nine months ended September 30, 2023

Cost of revenues (2)

12 unchanged sentences

(in thousands)

As of June 30, 2024

As of September 30, 2024

As of December 31, 2023

(1) For the three months ended June 30, 2024 and 2023, site leasing revenue in Brazil was $ 93.1 million and $ 99.7 million, respectively.

For the six months ended June 30, 2024 and 2023, site leasing revenue in Brazil was $ 190.5 million and $ 193.6 million, respectively.

(1) For the three months ended September 30, 2024 and 2023, site leasing revenue in Brazil was $ 89.3 million and $ 100.0 million, respectively.

For the nine months ended September 30, 2024 and 2023, site leasing revenue in Brazil was $ 279.9 million and $ 293.6 million, respectively.

Other than Brazil, no foreign country represented more than 5 % of the Company’s total site leasing revenue in any of the periods presented.

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(4) Assets in Other consist primarily of general corporate assets and short-term investments.

Total domestic long-lived assets were $ 5.4 billion as of June 30, 2024 and December 31, 2023.

Total international long-lived assets were $ 3.1 billion and $ 3.4 billion as of June 30, 2024 and December 31, 2023.

Total long-lived assets in Brazil were $ 1.8 billion and $ 2.1 billion as of June 30, 2024 and December 31, 2023, respectively.

Total domestic long-lived assets were $ 5.7 billion and $ 5.4 billion as of September 30, 2024 and December 31, 2023, respectively.

Total international long-lived assets were $ 3.3 billion and $ 3.4 billion as of September 30, 2024 and December 31, 2023.

Total long-lived assets in Brazil were $ 1.9 billion and $ 2.1 billion as of September 30, 2024 and December 31, 2023, 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.

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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 and six months ended June 30, 2024 and 2023 (in thousands, except per share data):

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Net income attributable to SBA

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Communications Corporation:

For the three and six months ended June 30, 2024 and 2023, 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.

For the three and nine months ended September 30, 2024 and 2023, 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.

REDEEMABLE NONCONTROLLING INTERESTS

3 unchanged sentences

The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of June 30, 2024 and December 31, 2023 are as follows (in thousands):

The components of redeemable noncontrolling interests as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30,

Beginning balance

6 unchanged sentences

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.

As of June 30, 2024, the Company has an interest rate swap agreement on its 2024 Term Loan which swaps $ 1.95 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050 % per annum through March 31, 2025.

Additionally, the Company has a forward-starting interest rate swap agreement which will swap $ 1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830 % per annum.

The forward-starting swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

As of June 30, 2024, the hedges remain highly effective;

As of September 30, 2024, the Company has an interest rate swap agreement on its 2024 Term Loan (as amended on October 2, 2024) which swaps $ 1.95 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 1.800 % per annum through March 31, 2025.

On November 3, 2023, the Company entered into a forward-starting interest rate swap agreement which will swap $ 1.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 5.580 % per annum.

On September 6, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into an additional forward-starting interest rate swap agreement to swap $ 1.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 4.750 % per annum (collectively the “forward-starting swaps”).

forward-starting swaps have an effective start date of March 31, 2025 (coinciding with the expiration date of the current 0.050 %, $ 1.95 billion notional value swap) and a maturity date of April 11, 2028.

The combined notional value of both forward-starting swaps of $ 2.0 billion will effectively fix one month term SOFR for a blended all-in fixed rate of 5.165 % per annum through April 11, 2028.

On September 11, 2024, the Company entered into a treasury lock agreement to fix the three-year treasury rate at 3.3985 % for $ 620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024.

The treasury lock agreement was terminated and settled upon issuance of the 2024-2C Tower Securities, and the Company recognized an $ 8.2 million gain in other comprehensive income which is being amortized to interest expense over the life of the 2024-2C Tower Securities.

After consideration of the treasury lock agreement, the all-in fixed rate on the 2024-2C Tower Securities is 4.654 % per annum.

As of September 30, 2024, the hedges remain highly effective;

therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net.

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023.

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

Fair Value as of

Balance Sheet

September 30,

Derivatives Designated as Hedging Instruments

3 unchanged sentences

Other long-term liabilities

Accumulated other comprehensive loss, net includes an aggregate $ 54.1 million gain and a $ 51.5 million gain as of June 30, 2024 and December 31, 2023, respectively.

Accumulated other comprehensive loss, net includes an aggregate $ 9.1 million gain and a $ 51.5 million gain as of September 30, 2024 and December 31, 2023, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.

1 unchanged sentence

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows .

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 and six months ended June 30, 2024 and 2023.

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Cash Flow Hedge - Interest Rate Swap Agreement

5 unchanged sentences

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 1. Financial Statements