What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-11-01 · 168 added, 293 removed, 544 unchanged (46% 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, 108,028 shares and

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

107,561 shares issued and outstanding at March 31, 2025 and December 31, 2024,

Additional paid-in capital

12 unchanged sentences

For the three months

For the nine months

ended September 30,

ended March 31,

Site development

27 unchanged sentences

Weighted-average number of common shares

(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.

(1) Includes non-cash compensation of $ 15,075 and $ 20,773 for the three months ended March 31, 2025 and 2024.

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

3 unchanged sentences

For the three months

For the nine months

ended September 30,

ended March 31,

Adjustments related to interest rate swaps

10 unchanged sentences

Shareholders'

BALANCE, June 30, 2024

( 7,546,370 )

( 5,316,741 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Adjustment to redemption amount related to

noncontrolling interests

BALANCE, September 30, 2024

( 7,393,799 )

( 5,174,852 )

Comprehensive

Shareholders'

BALANCE, December 31, 2024

8 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, September 30, 2024

( 7,393,799 )

( 5,174,852 )

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Comprehensive

Shareholders'

BALANCE, June 30, 2023

( 7,362,838 )

( 5,092,330 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Adjustment to redemption amount related to

noncontrolling interests

BALANCE, September 30, 2023

BALANCE, March 31, 2025

( 7,226,216 )

17 unchanged sentences

on common stock

Adjustment to redemption amount related to

noncontrolling interests

BALANCE, September 30, 2023

BALANCE, March 31, 2024

( 7,509,379 )

4 unchanged sentences

(unaudited) (in thousands)

For the nine months ended September 30,

For the three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Depreciation, accretion, and amortization

Loss (gain) on remeasurement of U.S.

(Gain) loss on remeasurement of U.S.

denominated intercompany loans

2 unchanged sentences

Loss from extinguishment of debt, net

Deferred and non-cash income tax provision (benefit)

Deferred and non-cash income tax provision

Loss on sale of assets

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

Repayment (funding) of loan to unconsolidated joint venture

Proceeds from sale of assets

Other investing activities

Net cash used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

4 unchanged sentences

( 2,268,000 )

Repayment of Tower Securities

( 1,165,000 )

Repurchase and retirement of common stock

4 unchanged sentences

Net cash used in financing activities

( 1,282,135 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

7 unchanged sentences

(unaudited) (in thousands)

For the nine months ended September 30,

For the three months ended March 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

11 unchanged sentences

In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made.

The results of operations for an interim period may not give a true indication of the results for the year.

The results of operations for an interim period may not give a true indication of the results for the full year.

Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

5 unchanged sentences

These estimates ultimately may differ from actual results and such differences could be material.

During the first quarter of 2024, the Company completed its assessment on the remaining estimated useful lives of its towers and intangible assets.

The Company concluded through its assessment that, for U.S.

GAAP purposes, it should modify its current estimates for asset lives based on its historical operating experience and the findings obtained by its independent consultant.

The Company previously depreciated its towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease (including renewal options) taking into account residual value or (ii) estimated useful life of a tower, which the Company had historically estimated to be 15 years.

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 $ 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.

Foreign Currency Translation

8 unchanged sentences

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.

The Company recorded a $ 36.0 million gain and a $ 28.5 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, the Company did no t fund additional loans or make repayments on its intercompany loan agreements.

As of March 31, 2025 and December 31, 2024, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.1 billion.

Subsequent to March 31, 2025, the Company did no t fund additional loans or make repayments on its intercompany loan agreements.

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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requiring public business entities 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring improved expense

disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses.

The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is 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 nine months

ended September 30,

ended March 31,

(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 $ 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.

The Company’s long-term investments were $ 18.1 million and $ 20.8 million as of March 31, 2025 and December 31, 2024, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The Company evaluates these investments for indicators of impairment.

The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors.

If indicators exist and the fair value of the investment is 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.

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

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 months ended March 31, 2025 and 2024.

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 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).

As of March 31, 2025 and December 31, 2024, the Company had $ 65.7 million and $ 254.5 million of short-term investments, respectively.

For the three months ended March 31, 2025, the Company purchased $ 227.0 million and sold $ 415.8 million of short-term investments.

For the three months ended March 31, 2024, the Company purchased $ 311.5 million and sold $ 311.0 million of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices.

The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the

applicable 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:

September 30, 2024

March 31, 2025

December 31, 2024

14 unchanged sentences

All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Additionally, securitization escrow accounts included $ 1.165 billion held as of December 31, 2024, which was utilized to repay the 2019-1C Tower Securities on January 15, 2025.

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

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 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.

Other restricted cash includes $ 6.7 million and $ 6.4 million held in escrow as of March 31, 2025 and December 31, 2024 related to the Company’s acquisition activities.

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations.

As of March 31, 2025 and December 31, 2024, the Company had $ 42.7 million and $ 42.5 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 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.

As of March 31, 2025 and December 31, 2024, the Company had pledged $ 2.9 million and $ 2.5 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:

September 30, 2024

March 31, 2025

December 31, 2024

4 unchanged sentences

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

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

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.

At March 31, 2025 and December 31, 2024, the two largest customers comprised 93.0 % and 89.0 %, 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:

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Short-term investments

Short-term loans receivable (1)

Prepaid real estate taxes

6 unchanged sentences

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

September 30, 2024

March 31, 2025

December 31, 2024

7 unchanged sentences

Total other assets

(1) On March 17, 2023 (as amended through March 6, 2025), the Company entered into a loan with one of its unconsolidated joint ventures.

The total outstanding principal balance of the loan was $ 115.0 million as of December 31, 2024.

The total outstanding principal balance of the loan was repaid on March 21, 2025.

The funding of the loan and the receipt of funds were recorded in repayment (funding) of loan to unconsolidated joint venture on the Consolidated Statements of Cash Flows.

(2) Refer to Note 17 for more information on the Company’s interest rate swaps.

(2) On March 17, 2023 (and as amended on August 25, 2023 and March 31, 2024), the Company entered into a loan with one of its unconsolidated joint ventures (“the Investee”).

As part of the loan agreement, the Investee may borrow up to $ 115.0 million in aggregate principal amount, consisting of a $ 73.0 million initial term loan and $ 42.0 million of delayed draw term loans.

The final maturity date of the loans is January 31, 2025.

The loans accrue interest at a variable rate, adjusting monthly, plus the applicable margin.

The loans are collateralized by equity securities in the Investee.

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

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 nine months

ended September 30,

ended March 31,

(in thousands)

2 unchanged sentences

Total cash acquisition capital expenditures

(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.

(1) Excludes $ 3.2 million and $ 4.6 million spent to extend ground lease terms for the three months ended March 31, 2025 and 2024, respectively.

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

During the three months ended March 31, 2025, the Company acquired 344 towers and related assets and liabilities, including 321 sites from the previously announced transaction with Millicom International Cellular S.A.

(“Millicom”).

During the three months ended March 31, 2024, the Company acquired 11 towers and related assets and liabilities.

The table below summarizes the Company’s acquisition of towers and related assets and liabilities, by asset class:

For the three months

ended March 31,

(in thousands)

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets, net

Acquisition related holdbacks

Long-term lease liabilities

Other liabilities assumed, net

Total acquisitions of towers and related assets and liabilities

During the three months ended March 31, 2025 , the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets .

As of the date of this filing, approximately 6,700 sites related to the Millicom transaction remain under contract for approximately $ 925.0 million in cash.

The remaining sites under contract have an estimated closing date of September 1, 2025;

however, the ultimate closing is dependent upon regulatory approvals and other requirements and may differ from this date.

In addition to the Millicom sites, the Company is under contract to purchase 18 communication sites for an aggregate consideration of $ 10.0 million in cash.

The Company anticipates that these acquisitions will be closed by the end of the third quarter of 2025.

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 15.8 million and $ 12.1 million as of March 31, 2025 and December 31, 2024, 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:

September 30, 2024

March 31, 2025

December 31, 2024

9 unchanged sentences

Property and equipment, net

(1) Includes amounts related to the Company’s data centers.

(1) 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 $ 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.

(2) Includes amounts related to the Company’s data centers.

Depreciation expense was $ 27.3 million and $ 37.5 million for the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025 and December 31, 2024, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 15.4 million and $ 14.6 million, respectively.

During the first quarter of 2025, the Company sold all of its towers in both the Philippines and Colombia and ended its operations in those countries.

Proceeds from the sale of these towers were $ 40.3 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows.

The Company recorded a $ 18.2 million loss on the sale of these towers which is included in Other income (expense), net on the Consolidated Statements of Operations and in Loss on sale of assets on the Consolidated Statements of Cash Flow s.

INTANGIBLE ASSETS, NET

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

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

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 $ 26.4 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.

Amortization expense relating to the intangible assets above was $ 26.8 million and $ 27.1 million for the three months ended March 31, 2025 and 2024, respectively.

ACCRUED EXPENSES

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

September 30, 2024

March 31, 2025

December 31, 2024

5 unchanged sentences

Total accrued expenses

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

September 30, 2024

The principal balances, fair values, and carrying values of debt consist of the following:

March 31, 2025

December 31, 2024

Maturity Date

Revolving Credit Facility (1)

2018 Term Loan (2)

(in thousands)

2024 Term Loan

7 unchanged sentences

2024-1C Tower Securities (1)

2024-2C Tower Securities (1)

2020 Senior Notes

1 unchanged sentence

current maturities of long-term debt

( 1,187,913 )

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.

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

(2) On January 25, 2024, the Company repaid its 2018 Term Loan and issued a new $ 2.3 billion Term Loan (“2024 Term Loan”) with a maturity date of January 25, 2031 .

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.

(1) The maturity date represents the anticipated repayment date for each issuance.

(2) On January 15, 2025, the Company repaid the aggregate principal amount of the 2019-1C Tower Securities.

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

For the three months ended September 30,

For the nine months ended September 30,

September 30,

For the three months ended March 31,

(in thousands)

10 unchanged sentences

2022-1C Tower Securities

2024-1C Tower Securities

2024-2C Tower Securities (2)

2020 Senior Notes

2021 Senior Notes

(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 6.850 % as of September 30, 2024.

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

Terms of the Senior Credit Agreement

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended and restated its 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 its Revolving Credit Facility from $ 1.5 billion to $ 1.75 billion, (3) extend the maturity date of its Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.

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 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.

(1) T he 2024 Term Loan has a blended rate of 5.276 %, which includes the impact of the interest rate swaps.

The weighted-average interest rate on the 2024 Term Loan was 2.429 % for the three months ended March 31, 2025, which includes the impact of the then outstanding interest rate swap.

Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 6.080 % as of March 31, 2025.

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

(2) The 2024-2C Tower Securities has an all-in fixed rate of 4.654 %, which includes the impact of the Company’s treasury lock agreement.

Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrues interest at 5.115 %.

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

Senior Credit Agreement

As of March 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $ 2.0 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of January 25, 2029 .

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.

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 .

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

Interest Rate

September 30, 2024 (1)

September 30, 2024 (2)

March 31, 2025 (1)

March 31, 2025 (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, 2024.

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):

The table below summarizes the Company’s Revolving Credit Facility activity during the three months ended March 31, 2025 and 2024:

For the three months

For the nine months

ended September 30,

ended March 31,

(in thousands)

Beginning outstanding balance

Ending outstanding balance

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.

Subsequent to March 31, 2025, the Company made no borrowings from the Revolving Credit Facility.

Term Loan under the Senior Credit Agreement

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan under the amended and restated Senior Credit Agreement.

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 (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.

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

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.

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.

During the three months ended March 31, 2025, the Company repaid an aggregate of $ 5.75 million of principal on the 2024 Term Loan.

As of March 31, 2025, 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.

On January 15, 2025, the Company repaid the entire aggregate principal amount of the 2019-1C Tower Securities ($ 1,165.0 million) and the 2019-1R Tower Securities ($ 61.4 million).

As of March 31, 2025, 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

1 unchanged sentence

The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15).

Registration of Additional Shares

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

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

Stock Repurchases

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors.

Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion.

Shares repurchased are retired.

On October 28, 2021, the Company’s Board of Directors authorized a $ 1.0 billion stock repurchase plan.

As of the date of this filing, the Company had $ 204.7 million of authorization remaining under this plan.

On April 27, 2025, the Company’s Board of Directors authorized a new $ 1.5 billion share repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $ 81.8 million.

This new plan authorizes the Company to purchase, from time to time, up to $ 1.5 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

Shares repurchased will be retired.

The new plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion.

As of the date of this filing, the Company had the full $ 1.5 billion of authorization remaining under the new plan.

The following is a summary of the Company’s share repurchases:

For the three months

For the nine months

ended September 30,

ended March 31,

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

1 unchanged sentence

Total purchase price (in millions) (1)

Subsequent to March 31, 2025, the Company made the following share repurchases:

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

Average price per share (1)

Total purchase price (in millions) (1)

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

For the three months ended March 31, 2025, the Company paid the following cash dividends:

Payable to Shareholders

7 unchanged sentences

March 27, 2025

April 29, 2024

$ 105.3 million

June 18, 2024

July 28, 2024

August 22, 2024

$ 105.3 million

September 18, 2024

(1) Amount reflected includes the payment of $ 2.4 million in dividend equivalents.

Dividends paid in 2025 were ordinary taxable dividends.

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

Subsequent to March 31, 2025, the Company declared the following cash dividends:

Payable to Shareholders

3 unchanged sentences

Date to be Paid

October 27, 2024

November 14, 2024

December 12, 2024

April 27, 2025

June 17, 2025

STOCK-BASED COMPENSATION

Stock Options

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):

The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2025 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

4 unchanged sentences

Forfeited/canceled

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.

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Unvested at March 31, 2025

The total intrinsic value for options exercised during the three months ended March 31, 2025 was $ 23.5 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

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

The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2025:

Weighted-Average

9 unchanged sentences

Forfeited/canceled

Outstanding at September 30, 2024

Outstanding at March 31, 2025

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

2 unchanged sentences

The primary reason for the difference between the Company’s effective tax rate and the U.S.

statutory rate is the Company’s REIT election.

statutory rate is the Company’s REIT status.

A tax provision is recognized because U.S.

21 unchanged sentences

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 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.

As of March 31, 2025, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 52.5 million, excluding penalties and interest of $ 69.3 million.

The Company operates principally in two business segments:

5 unchanged sentences

The site development segment includes the results of both consulting and construction related activities.

The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer.

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.

2 unchanged sentences

Domestic Site

For the three months ended September 30, 2024

(in thousands)

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense, net (principally interest

expense and other income)

Income before income taxes

Cash capital expenditures (3)

For the three months ended September 30, 2023

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense, net (principally interest

expense and other income)

Income before income taxes

Cash capital expenditures (3)

Domestic Site

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the nine months ended September 30, 2023

For the three months ended March 31, 2024

Cost of revenues (2)

12 unchanged sentences

(in thousands)

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

(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.

(1) For the three months ended March 31, 2025 and 2024, site leasing revenue in Brazil was $ 85.0 million and $ 97.5 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.

(2) Excludes depreciation, amortization, and accretion.

Cost of revenues is primarily comprised of rent expense related to the Company’s ground leases.

(3) Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.

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

Total domestic long-lived assets were $ 5.7 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.

Assets in Other for the period ended December 31, 2024 also includes $ 1.165 billion of cash held in escrow which was used to repay the 2019-1C Tower Securities.

Total domestic long-lived assets were $ 5.7 billion as of March 31, 2025 and December 31, 2024.

Total international long-lived assets were $ 3.1 billion and $ 3.0 billion as of March 31, 2025 and December 31, 2024.

Total long-lived assets in Brazil were $ 1.8 billion and $ 1.7 billion as of March 31, 2025 and December 31, 2024, 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.

2 unchanged sentences

B asic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period.

Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of

Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method .

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

Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method .

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three months ended March 31, 2025 and 2024:

For the three months

For the nine months

ended September 30,

ended March 31,

(in thousands, except per share data)

Net income attributable to SBA

5 unchanged sentences

Communications Corporation:

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.

For the three months ended March 31, 2025 and 2024, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s stock options, RSUs, and PSUs 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 September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30,

The components of redeemable noncontrolling interests as of March 31, 2025 and December 31, 2024 are as follows:

(in thousands)

Beginning balance

1 unchanged sentence

Foreign currency translation adjustments

Purchase of noncontrolling interests

Contribution from joint venture partner

3 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 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.

As of March 31, 2025, the Company has interest rate swap agreements (collectively “the swaps”) on its 2024 Term Loan which swap $ 2.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points 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.

1 unchanged sentence

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;

As of March 31, 2025, 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 September 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 March 31, 2025 and December 31, 2024.

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 $ 9.1 million gain and a $ 51.5 million gain as of September 30, 2024 and December 31, 2023, respectively.

Accumulated other comprehensive loss, net includes an aggregate $ 16.0 million gain and a $ 50.9 million gain as of March 31, 2025 and December 31, 2024, 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 nine months ended September 30, 2024 and 2023.

For the three months

For the nine months

ended September 30,

ended March 31,

Cash Flow Hedge - Interest Rate Swap Agreement

1 unchanged sentence

Change in fair value recorded in Accumulated other comprehensive

Gain reclassified from Accumulated other comprehensive

loss, net into earnings

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements

2 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