What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-01 compared with 2024-08-02 · 198 added, 137 removed, 464 unchanged (42% of the section changed)

2 unchanged sentences

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

Our primary business line is our site leasing business, which contributed 98.7% of our total segment operating profit for the six months ended June 30, 2024.

Our primary business line is our site leasing business, which contributed 98.5% of our total segment operating profit for the nine months ended September 30, 2024.

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

As of June 30, 2024, we owned 39,744 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of September 30, 2024, we owned 39,762 towers, a

substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania.

As of June 30, 2024, no U.S.

As of September 30, 2024, no U.S.

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

state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2024.

In addition, as of June 30, 2024, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

state or territory accounted for more than 10% of our total revenues for the nine months ended September 30, 2024.

In addition, as of September 30, 2024, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues primarily from wireless service provider tenants.

13 unchanged sentences

Our ground leases either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index.

As of June 30, 2024, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

As of September 30, 2024, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

For any given tower, costs are relatively fixed over a monthly or an annual time period.

10 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

Segment operating profit as a percentage of

September 30,

total operating profit

7 unchanged sentences

Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal.

of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment.

Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment.

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

42 unchanged sentences

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

We 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.

We 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.

3 unchanged sentences

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

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Revenues and Segment Operating Profit:

For the three months ended

September 30,

Currency Impact

12 unchanged sentences

Site development

Domestic site leasing revenues increased $6.5 million for the three months ended June 30, 2024, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments, (due in part to our 2023 MLA with AT&T) and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 87 towers acquired and 19 towers built since April 1, 2023, partially offset by lease non-renewals.

International site leasing revenues decreased $6.1 million for the three months ended June 30, 2024, as compared to the prior year.

Domestic site leasing revenues decreased $3.5 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to Sprint lease non-renewals and one-time revenue benefits recognized during the three months ended September 30, 2023, partially offset by (1) organic site leasing growth, primarily from monetary lease amendments and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 116 towers acquired and 26 towers built since July 1, 2023.

International site leasing revenues decreased $8.2 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $5.1 million.

These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 118 towers acquired and 445 towers built since April 1, 2023, partially offset by lease non-renewals and a decrease in reimbursable pass-through expenses.

leasing revenue in Brazil represented 14.9% of total site leasing revenue for the period.

These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 131 towers acquired and 521 towers built since July 1, 2023, partially offset by lease non-renewals.

Site leasing revenue in Brazil represented 14.3% of total site leasing revenue for the period.

No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues decreased $18.3 million for the three months ended June 30, 2024, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon Wireless.

Site development revenues decreased $3.2 million for the three months ended September 30, 2024, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit increased $5.4 million for the three months ended June 30, 2024, as compared to the prior year, primarily due to additional profit generated by (1) organic site leasing growth as noted above, (2) towers acquired and built since April 1, 2023, and (3) continued control of our site leasing cost of revenue, partially offset by lease non-renewals.

International site leasing segment operating profit decreased $4.2 million for the three months ended June 30, 2024, as compared to the prior year.

Domestic site leasing segment operating profit decreased $5.7 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to lower domestic site leasing revenue as noted above as well as incremental costs associated with towers acquired and built since July 1, 2023.

International site leasing segment operating profit decreased $5.8 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $3.5 million.

These changes were primarily due to additional profit generated by (1) organic site leasing growth as noted above, (2) towers acquired and built since April 1, 2023, and (3) continued control of our site leasing cost of revenue, partially offset by lease non-renewals.

Site development segment operating profit decreased $6.2 million for the three months ended June 30, 2024, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon Wireless.

These changes were primarily due to higher international site leasing revenues as noted above, partially offset by the incremental costs associated with towers acquired and built since July 1, 2023.

Site development segment operating profit decreased $4.1 million for the three months ended September 30, 2024, as compared to the prior year, as a result of decreased carrier activity .

Selling, General, and Administrative Expenses:

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Selling, general, and administrative expenses decreased $1.0 million for the three months ended June 30, 2024, as compared to the prior year.

Selling, general, and administrative expenses decreased $4.7 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses decreased $3.8 million.

These changes were driven primarily by the $3.1 million Oi reserve recorded in the second quarter of 2023, partially offset by increases in personnel and other support related costs and non-cash compensation expense.

These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.

Asset Impairment and Decommission Costs:

For the three months ended

September 30,

Currency Impact

4 unchanged sentences

Total site leasing

Domestic asset impairment and decommission costs decreased $16.6 million for the three months ended June 30, 2024, as compared to the prior year.

This change was primarily as a result of decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers, partially offset by an increase in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $15.1 for the three months ended June 30, 2024, as compared to the prior year.

Domestic asset impairment and decommission costs decreased $24.2 million for the three months ended September 30, 2024, as compared to the prior year.

This change was primarily as a result of decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a decrease in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $3.5 for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $4.4 million.

changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and an increase in tower decommission costs.

These changes were primarily as a result of an increase in tower decommission costs, partially offset by a decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.

Depreciation, Accretion, and Amortization Expense:

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Depreciation, accretion, and amortization expense decreased $117.6 million for the three months ended June 30, 2024, as compared to the prior year.

Depreciation, accretion, and amortization expense decreased $117.2 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense decreased $114.9 million.

These changes were primarily due to the change in estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 30 years and the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since April 1, 2023.

became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since July 1, 2023.

Operating Income (Expense):

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Domestic site leasing operating income increased $99.8 million for the three months ended June 30, 2024, as compared to the prior year, primarily due to decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs and higher segment operating profit, partially offset by an increase in selling, general, and administrative expenses.

International site leasing operating income increased $16.7 million for the three months ended June 30, 2024, as compared to the prior year.

Domestic site leasing operating income increased $96.3 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs, partially offset by lower segment operating profit and an increase in selling, general, and administrative expenses.

International site leasing operating income increased $29.9 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $34.9 million.

These changes were primarily due to decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

Site development operating income decreased $4.8 million for the three months ended June 30, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile, DISH Wireless, and Verizon Wireless .

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

Site development operating income decreased $1.9 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less carrier activity , partially offset by a decrease in selling, general, and administrative expenses.

Other operating expense decreased $2.7 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

Other Income (Expense):

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Amortization of deferred financing fees

Other (expense) income, net

Interest income increased $2.4 million for the three months ended June 30, 2024, as compared to the prior year.

Other income (expense), net

Interest income increased $1.7 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, interest income increased $2.0 million.

These changes were primarily due to a higher amount of interest-bearing deposits held, as well as higher effective interest rates on those deposits as compared to the prior year .

Interest expense decreased $3.8 million for the three months ended June 30, 2024, as compared to the prior year.

On a constant currency basis, interest expense decreased $3.7 million.

These changes were primarily due to interest received on a loan to an unconsolidated joint venture and a higher amount of interest-bearing deposits held during the period, as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense decreased $3.6 million for the three months ended September 30, 2024, as compared to the prior year .

This change was primarily due to a lower average principal amount of cash-interest bearing debt outstanding accruing interest, partially offset by a higher interest rate on said debt as compared to the prior year.

Other (expense) income, net includes a $100.9 million loss on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2024, while the prior year period included a $43.3 million gain.

Benefit for Income Taxes:

Other income (expense), net includes a $24.3 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2024, while the prior year period included a $46.5 million loss.

Provision for Income Taxes:

For the three months ended

September 30,

Currency Impact

1 unchanged sentence

(in thousands)

Benefit for income taxes

Benefit for income taxes decreased $16.8 million for the three months ended June 30, 2024, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $67.7 million primarily due to an increase in domestic deferred taxes related to the release of the full valuation allowance on the net deferred tax assets of the U.S.

taxable REIT subsidiary in the prior year.

Provision for income taxes

Provision for income taxes increased $34.5 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $13.3 million primarily due to an increase in foreign deferred taxes.

For the three months ended

September 30,

Currency Impact

1 unchanged sentence

(in thousands)

Net income decreased $42.5 million for the three months ended June 30, 2024, as compared to the prior year.

Net income increased $170.5 million for the three months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, net income increased $124.8 million.

These changes were primarily due to increases in site leasing operating income (inclusive of a $93.0 million benefit related to our revision of the estimated useful lives of our towers and certain intangible assets), interest income, and other (expense) income, net, and a decrease in interest expense, partially offset by an increase in provision for income taxes and a decrease in site development operating income.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

These changes were primarily due to increases in site leasing operating income (inclusive of a $93.3 million benefit related to our revision of the estimated useful lives of our towers and certain intangible assets) and interest income and decreases in interest expense and other operating expense, partially offset by an increase in provision for income taxes and a decrease in site development operating income.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Revenues and Segment Operating Profit:

For the six months ended

For the nine months ended

September 30,

Currency Impact

12 unchanged sentences

Site development

Domestic site leasing revenues increased $13.1 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments ( due in part to our 2023 MLA with AT&T) and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 92 towers acquired and 22 towers built since January 1, 2023 , partially offset by lease non-renewals.

International site leasing revenues decreased $1.8 million for the six months ended June 30, 2024, as compared to the prior year.

Domestic site leasing revenues increased $9.6 million for the nine months ended September 30, 2024, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments ( due in part to our 2023 MLA with AT&T) and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 130 towers acquired and 31 towers built since January 1, 2023 , partially offset by lease non-renewals.

International site leasing revenues decreased $10.0 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $8.4 million.

2 unchanged sentences

No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues decreased $47.0 million for the six months ended June 30, 2024, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon Wireless.

Site development revenues decreased $50.2 million for the nine months ended September 30, 2024, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit increased $15.8 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to additional profit generated by (1) organic site leasing growth as noted above, (2) towers acquired and built since January 1, 2023, and (3) continued control of our site leasing cost of revenue, partially offset by lease non-renewals.

International site leasing segment operating profit increased $1.7 million for the six months ended June 30, 2024, as compared to the prior year.

Domestic site leasing segment operating profit increased $10.2 million for the nine months ended September 30, 2024, as compared to the prior year, primarily due to higher domestic site leasing revenue as noted above, partially offset by the incremental costs associated with towers acquired and built since January 1, 2023.

International site leasing segment operating profit decreased $4.1 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $7.8 million.

These changes were primarily due to additional profit generated by (1) organic site leasing growth as noted above, (2) towers acquired and built since January 1, 2023, and (3) continued control of our site leasing cost of revenue, partially offset by lease non-renewals.

Site development segment operating profit decreased $13.9 million for the six months ended June 30, 2024, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon Wireless.

These changes were primarily due to higher international site leasing revenues as noted above, partially offset by the incremental costs associated with towers acquired and built since January 1, 2023.

Site development segment operating profit decreased $18.0 million for the nine months ended September 30, 2024, as compared to the prior year, as a result of decreased carrier activity .

Selling, General, and Administrative Expenses:

For the six months ended

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Selling, general, and administrative expenses decreased $4.5 million for the six months ended June 30, 2024, as compared to the prior year.

Selling, general, and administrative expenses decreased $9.3 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses decreased $7.8 million.

These changes were driven primarily by a decrease in non-cash compensation expense as well as the $3.1 million Oi reserve recorded in the second quarter of 2023, partially offset by an increase in personnel and other support related costs .

These changes were driven primarily by a decrease in non-cash compensation expense as well as the $3.8 million Oi reserve recorded during the nine months ended September 30, 2023.

Acquisition and New Business Initiatives Related Adjustments and Expenses :

For the six months ended

For the nine months ended

September 30,

Currency Impact

3 unchanged sentences

International site leasing

Acquisition and new business initiatives related adjustments and expenses increased $3.0 million for the six months ended June 30, 2024, as compared to the prior year.

Acquisition and new business initiatives related adjustments and expenses increased $2.8 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, acquisition and new business initiatives related adjustments and expenses increased $3.1 million.

1 unchanged sentence

Asset Impairment and Decommission Costs:

For the six months ended

For the nine months ended

September 30,

Currency Impact

4 unchanged sentences

Total site leasing

Domestic asset impairment and decommission costs decreased $6.2 million for the six months ended June 30, 2024, as compared to the prior year.

Domestic asset impairment and decommission costs decreased $30.4 million for the nine months ended September 30, 2024, as compared to the prior year.

This change was primarily as a result of a decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers, partially offset by an increase in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $24.0 for the six months ended June 30, 2024, as compared to the prior year.

International asset impairment and decommission costs increased $27.5 for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $28.8 million.

1 unchanged sentence

Depreciation, Accretion, and Amortization Expenses:

For the six months ended

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Depreciation, accretion, and amortization expense decreased $223.3 million for the six months ended June 30, 2024, as compared to the prior year.

Depreciation, accretion, and amortization expense decreased $340.5 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense decreased $337.4 million.

These changes were primarily due to the change in estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 30 years (effective January 1, 2024) and the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2023.

Operating Income (Expense):

For the six months ended

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

Domestic site leasing operating income increased $174.3 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs and higher segment operating profit, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $42.0 million for the six months ended June 30, 2024, as compared to the prior year.

Domestic site leasing operating income increased $270.6 million for the nine months ended September 30, 2024, as compared to the prior year, primarily due to decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs and higher segment operating profit, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $71.9 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $77.6 million.

These changes were primarily due to decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses and higher segment operating profit, partially offset by an increase in asset impairment and decommission costs.

Site development operating income decreased $10.7 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile, DISH Wireless, and Verizon Wireless.

Other operating expense decreased $6.9 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses and asset impairment and decommission costs.

Site development operating income decreased $12.7 million for the nine months ended September 30, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less carrier activity, partially offset by a decrease in selling, general, and administrative expenses.

Other operating expense decreased $9.7 million for the nine months ended September 30, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses and asset impairment and decommission costs.

Other Income (Expense):

For the six months ended

For the nine months ended

September 30,

Currency Impact

7 unchanged sentences

Other (expense) income, net

Interest income increased $6.9 million for the six months ended June 30, 2024, as compared to the prior year.

This change was primarily due to interest received on a loan to an unconsolidated joint venture and a higher amount of interest-bearing deposits held, as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense decreased $8.6 million for the six months ended June 30, 2024, as compared to the prior year.

Interest income increased $8.6 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, interest income increased $8.9 million.

Interest expense decreased $12.2 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, interest expense decreased $12.0 million.

Non-cash interest expense decreased $6.2 million for the six months ended June 30, 2024, as compared to the prior year.

These changes were primarily due to a lower average principal amount of cash-interest bearing debt outstanding accruing interest, partially offset by a higher interest rate on said debt as compared to the prior year.

Non-cash interest expense decreased $6.9 million for the nine months ended September 30, 2024, as compared to the prior year.

This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2023.

Loss from extinguishment of debt, net was $4.4 million for the six months ended June 30, 2024 due to the write-off of the original issuance discount and unamortized financing fees associated with the repayment of the 2018 Term Loan in January 2024.

Loss from extinguishment of debt, net was $4.4 million for the nine months ended September 30, 2024, due to the write-off of the original issuance discount and unamortized financing fees associated with the repayment of the 2018 Term Loan in January 2024.

Other (expense) income, net includes a $119.0 million loss on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the six months ended June 30, 2024, while the prior year period included an $85.3 million gain.

dollar denominated intercompany loans with foreign subsidiaries for the nine months ended September 30, 2024, while the prior year period included a $38.8 million gain.

Provision for Income Taxes:

For the six months ended

For the nine months ended

September 30,

Currency Impact

2 unchanged sentences

Provision for income taxes

Provision for income taxes decreased $9.7 million for the six months ended June 30, 2024, as compared to the prior year.

Provision for income taxes increased $24.7 million for the nine months ended September 30, 2024, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $82.5 million.

These changes were primarily due to an increase in domestic deferred taxes related to the release of the full valuation allowance on the net deferred tax assets of the U.S.

taxable REIT subsidiary in the prior year.

For the six months ended

taxable REIT subsidiary in the prior year and an increase in foreign deferred taxes.

For the nine months ended

September 30,

Currency Impact

1 unchanged sentence

(in thousands)

Net income increased $11.5 million for the six months ended June 30, 2024 , as compared to the prior year.

Net income increased $182.0 million for the nine months ended September 30, 2024 , as compared to the prior year.

On a constant currency basis, net income increased $286.2 million.

15 unchanged sentences

For the three months ended

September 30,

Currency Impact

4 unchanged sentences

Non-cash compensation

Loss from extinguishment of debt, net

Other expense (income), net

Other (income) expense, net

Acquisition and new business initiatives

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Depreciation, accretion, and amortization

Benefit for income taxes (2)

Provision for income taxes (2)

Adjusted EBITDA

For the six months ended

For the nine months ended

September 30,

Currency Impact

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

(2) (Benefit) provision for income taxes includes $0.1 million and $0.2 million of franchise taxes for the three months ended June 30, 2024 and 2023, respectively, and $0.3 million and $0.5 million of franchise taxes for the six months ended June 30, 2024 and 2023, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA decreased $4.7 million for the three months ended June 30, 2024, as compared to the prior year period.

(2) Provision for income taxes includes $0.8 million and $0.5 million of benefit from franchise and gross receipts taxes for the three and nine months ended September 30, 2024, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Provision for income taxes includes $0.3 million and $0.8 million of franchise taxes for the three and nine months ended September 30, 2023, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA decreased $9.5 million for the three months ended September 30, 2024, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA decreased $0.8 million.

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

Adjusted EBITDA increased $1.4 million for the six months ended June 30, 2024, as compared to the prior year period.

These changes were primarily due to a decrease in site development segment operating profit and domestic site leasing segment operating profit and an increase in cash selling, general, and administrative expenses, partially offset by an increase in international site leasing segment operating profit.

Adjusted EBITDA decreased $8.1 million for the nine months ended September 30, 2024, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $2.7 million.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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A summary of our cash flows is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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Operating Activities

Cash provided by operating activities was $720.0 million for the six months ended June 30, 2024 as compared to $798.1 million for the six months ended June 30, 2023.

Cash provided by operating activities was $1.0 billion for the nine months ended September 30, 2024 as compared to $1.1 billion for the nine months ended September 30, 2023.

The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of customer payments and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit, partially offset by an increase in site leasing segment operating profit and interest income and a decrease in interest expense.

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A detail of our cash capital expenditures is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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Net cash used in investing activities

(1) 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.

(2) Includes amounts paid for the purchase of and received from the sale of short-term investments during the six months ended June 30, 2024 and 2023.

(3) The six months ended June 30, 2024 and 2023 includes $5.5 million and $83.0 million of loans to an unconsolidated joint venture, respectively.

Additionally, subsequent to June 30, 2024, we purchased or are 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.

(1) 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.

We 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.

(2) Includes amounts paid for the purchase of and received from the sale of short-term investments during the nine months ended September 30, 2024 and 2023.

(3) The nine months ended September 30, 2024 and 2023 includes $11.1 million and $93.0 million of loans to an unconsolidated joint venture, respectively.

Subsequent to the third quarter of 2024, we 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 MLAs to lease back space on all acquired sites for an initial term of 15 years.

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

Additionally, as part of the purchase agreement, we have agreed to a seven-year exclusivity right with Millicom for us 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, which is subject to antitrust approvals and other closing conditions, is expected to close some time in 2025.

In addition to the Millicom transaction, subsequent to September 30, 2024, we purchased or are 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.

For 2024, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $51.0 million to $57.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $490.0 million to $500.0 million.

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A detail of our financing activities is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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

(2) For additional information regarding our share repurchase activity, refer to Part II Item 2 under “Issuer Purchases of Equity Securities” below.

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

(2) As of the date of this filing, we had $204.7 million remaining under the current authorized share repurchase plan.

For the nine months ended September 30, 2024, we 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, we declared the following cash dividends:

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

Payable to Shareholders

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Date to be Paid

July 28, 2024

August 22, 2024

September 18, 2024

October 27, 2024

November 14, 2024

December 12, 2024

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

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We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets.

During the six months ended June 30, 2024, we did not issue any shares of Class A common stock under this registration statement.

As of June 30, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

During the nine months ended September 30, 2024, we did not issue any shares of Class A common stock under this registration statement.

As of September 30, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

On February 29, 2024, we filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities.

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

During the six months ended June 30, 2024, we did not issue any securities under this automatic shelf registration statement.

During the nine months ended September 30, 2024, we did not issue any securities under this automatic shelf registration statement.

Debt Instruments and Debt Service Requirements

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On January 25, 2024, we, through our wholly owned subsidiary SBA Senior Finance II LLC (“SBA Senior Finance II”), amended and restated our Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan and retire the 2018 Term Loan, (2) increase the total commitments under the Revolving Credit Facility from $1.5 billion to $1.75 billion, (3) extend the maturity date of the Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.

The proceeds from the 2024 Term Loan were used to retire our 2018 Term Loan and to pay related fees and expenses.

On February 23, 2024, we, through our 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, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our 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

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

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

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 we perform against those targets.

4 unchanged sentences

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 our Revolving Credit Facility activity during the three and six months ended June 30, 2024 and 2023 (in thousands):

The table below summarizes our 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, we 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, we 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

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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.

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

As of June 30, 2024, the 2024 Term Loan was accruing interest at 7.350% per annum.

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.

We 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, we 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.

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 6.850% as of September 30, 2024.

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.

We 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, we 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 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, we 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, we, 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, we, through our 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.

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.

$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.

We have 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.

Tower Revenue Securities Terms

As of June 30, 2024, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”).

As of September 30, 2024, we, through the Trust, had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”).

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

The mortgage loan will be paid from the operating cash flows from the aggregate 9,877 tower sites owned by the Borrowers as of June 30, 2024.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,864 tower sites owned by the Borrowers as of September 30, 2024.

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

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

The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2024:

The table below sets forth the material terms of our outstanding Tower Securities as of September 30, 2024:

Amount Outstanding

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(1) Interest paid monthly.

(2) On October 11, 2024, we repaid the aggregate amount of the 2014-2C Tower Securities.

For further discussion, refer to “Secured Tower Revenue Securities” above.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of June 30, 2024:

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of September 30, 2024:

Amount Outstanding

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Principal and interest payments made on the 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities eliminate in consolidation.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, an affiliate of SBA Depositor (“SBA Guarantor”) 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.

Debt Covenants

As of June 30, 2024, 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 table below sets forth the material terms of our outstanding senior notes as of June 30, 2024:

As of September 30, 2024, 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 table below sets forth the material terms of our outstanding senior notes as of September 30, 2024:

Amount Outstanding

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

As of June 30, 2024, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended June 30, 2025 based on the amounts outstanding as of June 30, 2024 and the interest rates accruing on those amounts on such date (in thousands):

As of September 30, 2024, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended September 30, 2025 based on the amounts outstanding as of September 30, 2024 and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)

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Total debt service for the next 12 months (4)

(1) As of June 30, 2024, $120.0 million was outstanding under the Revolving Credit Facility.

Subsequent to June 30, 2024, we 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.

(2) Total debt service on the 2024 Term Loan includes the impact of the interest rate swap which swaps $1.95 billion of notional value accruing interest at Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025 and the forward-starting interest rate swap, which will swap $1.0 billion of notional value accruing interest at Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum beginning March 31, 2025 through April 11, 2028.

(1) As of September 30, 2024, $160.0 million was outstanding under the Revolving Credit Facility.

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

(2) Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swap which swaps $1.95 billion of notional value accruing interest at Term SOFR plus 175 basis points for an all-in fixed rate of 1.800% per annum through March 31, 2025 and the forward-starting interest rate swaps, which will swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165% per annum beginning March 31, 2025 through April 11, 2028.

(3) On October 11, 2024, we repaid the full amount of the 2014-2C Tower Securities with proceeds from the 2024-2C Tower Securities.

(4) Our total debt service does not include any amounts for the 2024-1C and 2024-2C Tower Securities.

Total debt service for the twelve months ended September 30, 2025 related to the 2024 Tower Securities is projected to be $98.9 million.

$1.165 billion of the proceeds from the 2024-1C Tower Securities 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 impact of inflation on our operations has not been material to date.

4 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 2. Management’s Discussion and Analysis