-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Florida	65-0716501
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8051 Congress Avenue
Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per share	SBAC	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x   No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	¨
		Emerging Growth Company	¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 107,887,031 shares of Class A common stock as of October 25, 2023.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1
	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2023 and 2022	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and nine months ended September 30, 2023 and 2022	4
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 2022	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	44
PART II – OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
SIGNATURES		46

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

	September 30,		December 31,
	2023		2022
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	190,545	$	143,708
Restricted cash		37,221		41,959
Accounts receivable, net		158,333		184,368
Costs and estimated earnings in excess of billings on uncompleted contracts		28,334		79,549
Prepaid expenses and other current assets		45,550		33,149
Total current assets		459,983		482,733
Property and equipment, net		2,700,717		2,713,727
Intangible assets, net		2,523,620		2,776,472
Operating lease right-of-use assets, net		2,315,868		2,381,955
Acquired and other right-of-use assets, net		1,488,762		1,507,781
Other assets		845,231		722,373
Total assets	$	10,334,181	$	10,585,041
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	46,613	$	51,427
Accrued expenses		92,700		101,484
Current maturities of long-term debt		24,000		24,000
Deferred revenue		175,804		154,553
Accrued interest		30,106		54,173
Current lease liabilities		272,435		262,365
Other current liabilities		21,490		48,762
Total current liabilities		663,148		696,764
Long-term liabilities:
Long-term debt, net		12,491,102		12,844,162
Long-term lease liabilities		1,979,150		2,040,628
Other long-term liabilities		332,220		248,067
Total long-term liabilities		14,802,472		15,132,857
Redeemable noncontrolling interests		35,047		31,735
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding		—		—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 108,120 shares and
107,997 shares issued and outstanding at September 30, 2023 and December 31, 2022,
respectively		1,081		1,080
Additional paid-in capital		2,848,463		2,795,176
Accumulated deficit		(7,421,725)		(7,482,061)
Accumulated other comprehensive loss, net		(594,305)		(590,510)
Total shareholders' deficit		(5,166,486)		(5,276,315)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit	$	10,334,181	$	10,585,041

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

1

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Revenues:
Site leasing	$	637,440	$	587,302	$	1,880,851	$	1,726,967
Site development		45,104		88,282		155,709		220,393
Total revenues		682,544		675,584		2,036,560		1,947,360
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		118,277		112,013		353,411		330,682
Cost of site development		31,493		65,540		114,914		165,809
Selling, general, and administrative expenses (1)		64,821		65,843		200,412		191,241
Acquisition and new business initiatives related
adjustments and expenses		5,612		6,844		16,622		18,776
Asset impairment and decommission costs		33,063		8,532		92,320		25,565
Depreciation, accretion, and amortization		180,674		173,825		544,909		524,541
Total operating expenses		433,940		432,597		1,322,588		1,256,614
Operating income		248,604		242,987		713,972		690,746
Other income (expense):
Interest income		5,266		2,858		12,765		6,878
Interest expense		(99,322)		(86,961)		(301,835)		(253,528)
Non-cash interest expense		(7,898)		(11,528)		(29,655)		(34,582)
Amortization of deferred financing fees		(5,097)		(4,955)		(15,129)		(14,758)
Other (expense) income, net		(48,330)		(39,756)		29,961		2,262
Total other expense, net		(155,381)		(140,342)		(303,893)		(293,728)
Income before income taxes		93,223		102,645		410,079		397,018
Provision for income taxes		(7,861)		(2,883)		(22,192)		(39,797)
Net income		85,362		99,762		387,887		357,221
Net loss attributable to noncontrolling interests		2,057		247		4,397		929
Net income attributable to SBA Communications
Corporation	$	87,419	$	100,009	$	392,284	$	358,150
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.81	$	0.93	$	3.62	$	3.32
Diluted	$	0.80	$	0.91	$	3.60	$	3.27
Weighted-average number of common shares
Basic		108,373		107,916		108,288		107,950
Diluted		108,891		109,358		109,017		109,416

(1)Includes non-cash compensation of $20,615 and $24,945 for the three months ended September 30, 2023 and 2022, respectively, and $63,709 and $72,309 for the nine months ended September 30, 2023 and 2022, respectively.

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

2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Net income	$	85,362	$	99,762	$	387,887	$	357,221
Adjustments related to interest rate swaps		(9,489)		53,336		(16,561)		162,491
Foreign currency translation adjustments		(29,688)		(40,757)		11,867		(14,277)
Comprehensive income		46,185		112,341		383,193		505,435
Comprehensive loss attributable to noncontrolling interests		2,499		247		5,296		1,130
Comprehensive income attributable to SBA
Communications Corporation	$	48,684	$	112,588	$	388,489	$	506,565

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

‎

3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit
BALANCE, June 30, 2023	108,381	$	1,084	$	2,824,994	$	(7,362,838)	$	(555,570)	$	(5,092,330)
Net income attributable to SBA
Communications Corporation	—		—		—		87,419		—		87,419
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	11		—		1,655		—		—		1,655
Non-cash stock compensation	—		—		21,787		—		—		21,787
Adjustments related to interest rate swaps	—		—		—		—		(9,489)		(9,489)
Repurchase and retirement of common stock	(272)		(3)		—		(53,649)		—		(53,652)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(29,246)		(29,246)
Dividends and dividend equivalents
on common stock	—		—		—		(92,657)		—		(92,657)
Adjustment to redemption amount related to
noncontrolling interests	—		—		27		—		—		27
BALANCE, September 30, 2023	108,120	$	1,081	$	2,848,463	$	(7,421,725)	$	(594,305)	$	(5,166,486)

								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit
BALANCE, December 31, 2022	107,997	$	1,080	$	2,795,176	$	(7,482,061)	$	(590,510)	$	(5,276,315)
Net income attributable to SBA
Communications Corporation	—		—		—		392,284		—		392,284
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	395		4		(6,418)		—		—		(6,414)
Non-cash stock compensation	—		—		67,113		—		—		67,113
Adjustments related to interest rate swaps	—		—		—		—		(16,561)		(16,561)
Repurchase and retirement of common stock	(272)		(3)		—		(53,649)		—		(53,652)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		12,766		12,766
Dividends and dividend equivalents
on common stock	—		—		—		(278,299)		—		(278,299)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(7,408)		—		—		(7,408)
BALANCE, September 30, 2023	108,120	$	1,081	$	2,848,463	$	(7,421,725)	$	(594,305)	$	(5,166,486)

‎

4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit
BALANCE, June 30, 2022	107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)
Net income attributable to SBA
Communications Corporation	—		—		—		100,009		—		100,009
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	92		1		13,221		—		—		13,222
Non-cash stock compensation	—		—		26,017		—		—		26,017
Adjustments related to interest rate swaps	—		—		—		—		53,336		53,336
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(40,757)		(40,757)
Dividends and dividend equivalents
on common stock	—		—		—		(77,060)		—		(77,060)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(986)		—		—		(986)
BALANCE, September 30, 2022	107,964	$	1,080	$	2,756,215	$	(7,508,231)	$	(613,894)	$	(5,364,830)

								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit
BALANCE, December 31, 2021	108,956	$	1,089	$	2,681,347	$	(7,203,531)	$	(762,309)	$	(5,283,404)
Net income attributable to SBA
Communications Corporation	—		—		—		358,150		—		358,150
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	308		3		23,797		—		—		23,800
Non-cash stock compensation	—		—		75,566		—		—		75,566
Adjustments related to interest rate swaps	—		—		—		—		162,491		162,491
Repurchase and retirement of common stock	(1,300)		(12)		—		(431,654)		—		(431,666)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(14,076)		(14,076)
Dividends on common stock	—		—		—		(231,196)		—		(231,196)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(24,495)		—		—		(24,495)
BALANCE, September 30, 2022	107,964	$	1,080	$	2,756,215	$	(7,508,231)	$	(613,894)	$	(5,364,830)

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

‎

5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	387,887	$	357,221
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		544,909		524,541
Gain on remeasurement of U.S. denominated intercompany loans		(38,752)		(8,501)
Non-cash compensation expense		65,830		74,140
Non-cash asset impairment and decommission costs		81,067		25,202
Deferred and non-cash income tax (benefit) provision		(1,462)		15,532
Other non-cash items reflected in the Statements of Operations		61,331		55,013
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		58,673		(33,895)
Prepaid expenses and other assets		(23,501)		(31,446)
Operating lease right-of-use assets, net		111,310		104,771
Accounts payable and accrued expenses		(18,257)		13,062
Accrued interest		(23,767)		(23,982)
Long-term lease liabilities		(103,815)		(96,092)
Other liabilities		10,329		21,500
Net cash provided by operating activities		1,111,782		997,066
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(92,851)		(418,721)
Capital expenditures		(173,976)		(148,348)
Purchase of investments		(1,005,143)		(506,581)
Proceeds from sale of investments		1,005,003		482,835
Other investing activities		(94,909)		(496)
Net cash used in investing activities		(361,876)		(591,311)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		190,000		330,000
Repayments under Revolving Credit Facility		(540,000)		(270,000)
Repurchase and retirement of common stock		(53,652)		(431,666)
Payment of dividends on common stock		(278,201)		(230,102)
Proceeds from employee stock purchase/stock option plans		21,058		33,745
Payments related to taxes on stock options and restricted stock units		(27,472)		(9,905)
Other financing activities		(17,397)		11,860
Net cash used in financing activities		(705,664)		(566,068)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(1,441)		4,561
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		42,801		(155,752)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		189,283		435,626
End of period	$	232,084	$	279,874

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

6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2023		2022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	325,799	$	277,219
Income taxes	$	20,290	$	18,848
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	46,909	$	137,126
Operating lease modifications and reassessments	$	15,680	$	36,181
Right-of-use assets obtained in exchange for new finance lease liabilities	$	1,954	$	3,701

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

‎

7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, incremental borrowing rate for lease accounting, fair value of investments, and asset retirement obligations. Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available. These estimates ultimately may differ from actual results and such differences could be material.

The Company is in the process of reviewing the remaining estimated useful lives of its towers and intangible assets and is considering whether it should modify its current estimates for asset lives based on its historical operating experience. The Company has retained an independent consultant to assist in completing this review and analysis. If the Company concludes that a revision in the estimated useful lives of its towers and intangible assets is appropriate based on its review and analysis, the Company will account for any changes in the useful lives as a change in accounting estimate under Accounting Standards Codification (ASC) 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change. The Company expects to conclude its analysis in 2024.

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit.

For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other income (expense), net in the Consolidated Statements of Operations.

Intercompany Loans Subject to Remeasurement

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $31.2 million loss and a $25.5 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2023 and 2022, respectively, and a $24.1 million gain and a $4.3 million gain, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company funded $4.2 million and repaid $148.4 million under its intercompany loan agreements. As of September 30, 2023 and December 31, 2022, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $1.4 billion and $1.5 billion, respectively.

‎

8

Reference Rate Reform

On June 21, 2023, the Company amended its interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023. The Company has elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing the Company to continue applying hedge accounting to its cash flow hedge. On July 3, 2023, the Company amended its 2018 Term Loan and its Revolving Credit Facility to use Term SOFR as the benchmark rate. The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements. Refer to Notes 10 and 17 for further discussion of the 2018 Term Loan, Revolving Credit Facility, and the Company’s interest rate swap.

2.FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis— The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.

Refer to Note 16 for discussion of the Company’s redeemable noncontrolling interests.

Items Measured at Fair Value on a Nonrecurring Basis— The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used discount rates ranging from 6.5% - 8.8%.

Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs:

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
	(in thousands)
Towers and related assets (1)	$	19,520	$	4,056	$	50,761	$	12,475
Operating lease right-of-use assets (1)(2)		8,156		2,896		23,611		9,151
Write-off of carrying value of decommissioned towers		1,613		1,275		4,414		3,599
Other (including tower and equipment decommission costs)		3,774		305		13,534		340
Total asset impairment and decommission costs	$	33,063	$	8,532	$	92,320	$	25,565

(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers. As a result of increased churn, the Company experienced increased asset impairment charges for the three and nine months ended September 30, 2023.

(2)Amounts relate to the recognition of impairment charges on our right-of-use assets recorded in accordance with ASC 842.

The Company’s long-term investments were $31.6 million and $40.7 million as of September 30, 2023 and December 31, 2022, 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 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.

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, 2023 and December 31, 2022, the Company had $1.1 million and $1.3 million of short-term investments, respectively.

9

For the nine months ended September 30, 2023, the Company purchased and sold $1.0 billion of short-term investments. For the nine months ended September 30, 2022, the Company purchased $501.6 million and sold $481.6 million of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate (or Term SOFR as amended July 3, 2023) was set for the Revolving Credit Facility (112.5 to 150.0 basis points). Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

For discussion of the Company’s derivatives and hedging activities, refer to Note 17.

3.CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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

	As of		As of
	September 30, 2023		December 31, 2022		Included on Balance Sheet
	(in thousands)
Cash and cash equivalents	$	190,545	$	143,708	Cash and cash equivalents
Securitization escrow accounts		31,277		35,820	Restricted cash - current asset
Payment, performance bonds, and other		5,944		6,139	Restricted cash - current asset
Surety bonds and workers compensation		4,318		3,616	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	232,084	$	189,283

Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $5.7 million and $6.0 million held in escrow as of September 30, 2023 and December 31, 2022, respectively, related to the Company’s acquisition activities.

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2023 and December 31, 2022, the Company had $42.0 million and $42.3 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of September 30, 2023 and December 31, 2022, the Company had pledged $2.4 million and $2.3 million, respectively, as collateral related to its workers’ compensation policy.

4.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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

	As of		As of
	September 30, 2023		December 31, 2022
	(in thousands)
Costs incurred on uncompleted contracts	$	137,716	$	137,736
Estimated earnings		78,578		51,287
Billings to date		(197,947)		(134,665)
	$	18,347	$	54,358

10

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

	As of		As of
	September 30, 2023		December 31, 2022
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	28,334	$	79,549
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(9,987)		(25,191)
	$	18,347	$	54,358

At September 30, 2023 and December 31, 2022, the two largest customers comprised 92.8% and 96.7%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

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

	As of		As of
	September 30, 2023		December 31, 2022
		(in thousands)
Short-term investments	$	1,141	$	1,331
Prepaid real estate taxes		4,707		3,333
Interest receivable		4,213		529
Prepaid taxes		10,426		10,639
Prepaid ground rent		4,213		3,867
Other current assets		20,850		13,450
Total prepaid expenses and other current assets	$	45,550	$	33,149

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

	As of		As of
	September 30, 2023		December 31, 2022
		(in thousands)
Straight-line rent receivable	$	410,611	$	388,638
Interest rate swap asset (1)		143,252		182,860
Loans receivable (2)		135,845		39,922
Deferred lease costs, net		8,262		7,747
Deferred tax asset - long term		68,248		16,173
Long-term investments		31,569		40,696
Other		47,444		46,337
Total other assets	$	845,231	$	722,373

(1)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), the Company entered into a loan with one of its unconsolidated joint ventures (“the Investee”). As part of the loan agreement, the Investee may borrow up to $120.0 million in aggregate principal amount, consisting of a $73.0 million initial term loan and $47.0 million of delayed draw term loans. The final maturity date of the loans is January 31, 2027. The loans accrue interest at a variable rate, adjusting monthly, plus the applicable margin. Interest on the loans is received monthly. The funding of the loans is recorded in Other investing activities on the Consolidated Statements of Cash Flows. As of September 30, 2023, the outstanding principal balance of the loan was $93.0 million and was accruing interest at 10.067%.

‎

11

6.ACQUISITIONS

The following table summarizes the Company’s acquisition activity:

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
	(in thousands)
Acquisitions of towers and related intangible assets (1)	$	39,852	$	57,439	$	59,457	$	343,967
Acquisition of right-of-use assets		1,208		—		3,954		2,220
Land buyouts and other assets (2)(3)		12,054		7,704		29,440		72,534
Total cash acquisition capital expenditures	$	53,114	$	65,143	$	92,851	$	418,721

(1)The nine months ended September 30, 2022 includes $176.1 million of acquisitions related to the Company’s purchase of sites from Airtel Tanzania.

(2)Excludes $6.7 million and $4.3 million spent to extend ground lease terms for the three months ended September 30, 2023 and 2022, respectively, and excludes $15.0 million and $10.6 million spent to extend ground lease terms for the nine months ended September 30, 2023 and 2022, respectively. The Company recorded these amounts in prepaid ground rent within prepaid expenses and other current assets on its Consolidated Balance Sheets.

(3)The nine months ended September 30, 2022 includes amounts paid related to the acquisition of a data center.

During the nine months ended September 30, 2023, the Company acquired 68 towers and related assets and liabilities consisting of $11.0 million of property and equipment, net, $49.0 million of intangible assets, net, $13.4 million of operating lease right-of-use assets, net, $2.8 million of acquired and other right-of-use assets, net, $2.4 million of acquisition related holdbacks, $11.3 million of long-term lease liabilities, and $0.9 million of other net assets assumed. During the nine months ended September 30, 2023, the Company concluded that for all of its acquisitions substantially all of the value of its tower acquisition is concentrated in a group of similar identifiable assets.

Additionally, subsequent to September 30, 2023, the Company purchased or is under contract to purchase 215 communication sites for an aggregate consideration of $74.0 million in cash. The Company anticipates that these acquisitions will be consummated by the end of the second quarter of 2024.

The maximum potential obligation related to contingent consideration for acquisitions was $18.4 million and $10.1 million as of September 30, 2023 and December 31, 2022, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	As of		As of
	September 30, 2023		December 31, 2022
	(in thousands)
Towers and related assets (1)	$	5,793,604	$	5,650,902
Construction-in-process (2)		96,656		77,564
Furniture, equipment, and vehicles		72,801		67,403
Land, buildings, and improvements		915,444		889,293
Total property and equipment		6,878,505		6,685,162
Less: accumulated depreciation		(4,177,788)		(3,971,435)
Property and equipment, net	$	2,700,717	$	2,713,727

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

(2)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.

Depreciation expense was $68.2 million and $68.3 million for the three months ended September 30, 2023 and 2022, respectively, and $206.6 million and $205.0 million for the nine months ended September 30, 2023 and 2022, respectively. At

12

September 30, 2023 and December 31, 2022, unpaid capital expenditures that are included in accounts payable and accrued expenses were $7.1 million and $7.5 million, respectively.

8.INTANGIBLE ASSETS, NET

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

	As of September 30, 2023						As of December 31, 2022
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value
	(in thousands)
Current contract intangibles	$	5,219,410	$	(3,304,831)	$	1,914,579	$	5,170,187	$	(3,060,494)	$	2,109,693
Network location intangibles		1,914,158		(1,305,117)		609,041		1,893,048		(1,226,269)		666,779
Intangible assets, net	$	7,133,568	$	(4,609,948)	$	2,523,620	$	7,063,235	$	(4,286,763)	$	2,776,472

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $100.4 million for the three months ended September 30, 2023 and 2022, and $303.5 million and $303.0 million for the nine months ended September 30, 2023 and 2022, respectively.

9.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	As of		As of
	September 30, 2023		December 31, 2022
	(in thousands)
Salaries and benefits	$	24,114	$	27,727
Real estate and property taxes		9,836		8,422
Unpaid capital expenditures		7,071		7,476
Acquisition related holdbacks		15,605		25,681
Other		36,074		32,178
Total accrued expenses	$	92,700	$	101,484

The Company’s other current liabilities are comprised of the following:

	As of		As of
	September 30, 2023		December 31, 2022
	(in thousands)
Billings in excess of costs and estimated earnings on uncompleted contracts	$	9,987	$	25,191
Taxes payable		8,369		10,641
Other		3,134		12,930
Total other current liabilities	$	21,490	$	48,762

‎

13

10.DEBT

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

		As of						As of
		September 30, 2023						December 31, 2022
	Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility	Jul. 7, 2026	$	370,000	$	370,000	$	370,000	$	720,000	$	720,000	$	720,000
2018 Term Loan	Apr. 11, 2025		2,274,000		2,271,158		2,268,489		2,292,000		2,280,540		2,284,007
2014-2C Tower Securities (1)	Oct. 8, 2024		620,000		602,454		618,880		620,000		598,480		618,099
2019-1C Tower Securities (1)	Jan. 12, 2025		1,165,000		1,107,799		1,161,718		1,165,000		1,095,776		1,159,860
2020-1C Tower Securities (1)	Jan. 9, 2026		750,000		677,753		746,570		750,000		665,633		745,480
2020-2C Tower Securities (1)	Jan. 11, 2028		600,000		510,414		596,209		600,000		506,574		595,586
2021-1C Tower Securities (1)	Nov. 9, 2026		1,165,000		1,008,599		1,157,471		1,165,000		991,705		1,155,724
2021-2C Tower Securities (1)	Apr. 9, 2027		895,000		766,926		888,721		895,000		756,302		887,443
2021-3C Tower Securities (1)	Oct. 9, 2031		895,000		681,954		887,146		895,000		686,134		886,495
2022-1C Tower Securities (1)	Jan. 11, 2028		850,000		844,492		840,973		850,000		855,899		840,053
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,374,180		1,489,215		1,500,000		1,375,815		1,487,013
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,245,000		1,489,710		1,500,000		1,286,250		1,488,402
Total debt		$	12,584,000	$	11,460,729	$	12,515,102	$	12,952,000	$	11,819,108	$	12,868,162
Less: current maturities of long-term debt							(24,000)						(24,000)
Total long-term debt, net of current maturities						$	12,491,102					$	12,844,162

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

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

	Interest	For the three months ended September 30,								For the nine months ended September 30,
	Rates as of	2023				2022				2023				2022
	September 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2023	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest
		(in thousands)
Revolving Credit Facility	6.520%	$	6,219	$	—	$	4,896	$	—	$	24,287	$	—	$	10,778	$	—
2018 Term Loan (1)	2.651%		15,615		6,803		13,038		11,440		44,898		23,701		35,565		34,318
2014-2C Tower Securities	3.869%		6,046		—		6,046		—		18,138		—		18,138		—
2018-1C Tower Securities	3.448%		—		—		5,570		—		—		—		16,711		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—		25,072		—		25,072		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—		10,793		—		10,793		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—		10,619		—		10,619		—
2021-1C Tower Securities	1.631%		4,870		—		4,870		—		14,567		—		14,567		—
2021-2C Tower Securities	1.840%		4,196		—		4,196		—		12,587		—		12,587		—
2021-3C Tower Securities	2.593%		5,873		—		5,873		—		17,619		—		17,619		—
2022-1C Tower Securities	6.599%		14,094		—		—		—		42,281		—		—		—
2020 Senior Notes	3.875%		14,531		92		14,531		88		43,594		274		43,594		264
2021 Senior Notes	3.125%		11,719		—		11,719		—		35,156		—		35,156		—
Other			664		1,003		727		—		2,224		5,680		2,329		—
Total		$	99,322	$	7,898	$	86,961	$	11,528	$	301,835	$	29,655	$	253,528	$	34,582

(1)The 2018 Term Loan has a blended rate of 2.651%, which includes the impact of the interest rate swaps entered into on August 4, 2020, and amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through July 31, 2023 and then at Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) for an all-in fixed rate of 1.900% per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 7.170% as of September 30, 2023. Refer to Note 17 for more information on the Company’s interest rate swap.

14

Terms of the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended its Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. 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:

		Unused	Financial Covenant
	Interest Rate	Commitment	Compliance
	as of	Fee as of	Status as of
	September 30, 2023 (1)	September 30, 2023 (2)	September 30, 2023
Revolving Credit Facility	6.520%	0.140%	In Compliance

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2023 and 2022 (in thousands):

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Beginning outstanding balance	$	450,000	$	530,000	$	720,000	$	350,000
Borrowings		50,000		—		190,000		330,000
Repayments		(130,000)		(120,000)		(540,000)		(270,000)
Ending outstanding balance	$	370,000	$	410,000	$	370,000	$	410,000

Subsequent to September 30, 2023, the Company repaid $85.0 million under the Revolving Credit Facility, and as of the date of this filing, $285.0 million was outstanding.

Term Loan under the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. As amended, the 2018 Term Loan accrues interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%).

15

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan.

During the three and nine months ended September 30, 2023, the Company repaid an aggregate of $6.0 million and $18.0 million, respectively, of principal on the 2018 Term Loan. As of September 30, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of September 30, 2023, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

11.SHAREHOLDERS’ EQUITY

Common Stock Equivalents

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

Stock Repurchases

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On October 28, 2021, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the prior plan. As of the date of this filing, the Company had $404.7 million 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 September 30,
	2023		2022		2023		2022
Total number of shares purchased (in millions) (1)		0.4		—		0.4		1.3
Average price per share (1)	$	197.75	$	—	$	197.75	$	332.00
Total purchase price (in millions) (1)	$	87.3	$	—	$	87.3	$	431.6

Subsequent to September 30, 2023, the Company made the following share repurchases:

Total number of shares purchased (in millions) (1)		0.1
Average price per share (1)	$	198.84
Total purchase price (in millions) (1)	$	12.7

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

‎

16

Dividends

For the nine months ended September 30, 2023, the Company paid the following cash dividends:

	Payable to Shareholders
	of Record at the Close	Cash Paid	Aggregate Amount
Date Declared	of Business on	Per Share	Paid	Date Paid
February 20, 2023	March 10, 2023	$0.85	$93.9 million	March 24, 2023
April 30, 2023	May 26, 2023	$0.85	$92.1 million	June 21, 2023
July 30, 2023	August 24, 2023	$0.85	$92.1 million	September 20, 2023

Dividends paid in 2023 were ordinary taxable dividends.

Subsequent to September 30, 2023, the Company declared the following cash dividends:

	Payable to Shareholders	Cash to
	of Record at the Close	be Paid
Date Declared	of Business on	Per Share	Date to be Paid
November 1, 2023	November 16, 2023	$0.85	December 14, 2023

12.STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the nine
	months ended
	September 30, 2023
Risk free interest rate	3.96%
Dividend yield	1.5%
Expected volatility	30%
Expected lives	4.4 years

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2023 as follows (dollars and shares in thousands, except for per share data):

		Weighted-		Weighted-Average
		Average		Remaining
	Number	Exercise Price		Contractual	Aggregate
	of Shares	Per Share		Life (in years)	Intrinsic Value
Outstanding at December 31, 2022	1,673	$	161.02
Granted	20	$	224.24
Exercised	(181)	$	128.11
Forfeited/canceled	(14)	$	238.10
Outstanding at September 30, 2023	1,498	$	165.11	1.9	$	54,436
Exercisable at September 30, 2023	1,469	$	163.42	1.8	$	54,436
Unvested at September 30, 2023	29	$	254.17	9.3	$	—

The weighted-average per share fair value of options granted during the nine months ended September 30, 2023 was $58.95. The total intrinsic value for options exercised during the nine months ended September 30, 2023 was $24.2 million.

‎

17

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, 2023:

	RSUs			PSUs (1)
		Weighted-Average			Weighted-Average
	Number of	Grant Date Fair		Number of	Grant Date Fair
	Shares	Value per Share		Shares	Value per Share
	(in thousands)			(in thousands)
Outstanding at December 31, 2022	222	$	280.66	429	$	332.18
Granted	175	$	254.60	97	$	263.17
PSU adjustment (2)	—	$	—	65	$	302.96
Vested	(118)	$	264.39	(207)	$	345.08
Forfeited/canceled	(13)	$	276.96	(15)	$	298.42
Outstanding at September 30, 2023	266	$	270.40	369	$	298.50

(1)PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model.

(2)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.

13.INCOME TAXES

The primary reasons for the difference between the Company’s effective tax rate and the U.S. statutory rate are the Company’s REIT election and the Company’s release of the full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). The TRS concluded that it was appropriate to release the full valuation allowance of $66.3 million during the second quarter of 2023. A foreign tax provision is recognized because certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its TRS. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $545.2 million as of December 31, 2022, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized.

The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.

In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019. The Company strongly disagrees with the assessment and has filed an appeal with the higher appellate taxing authorities as the Company believes the proposed adjustments are without merit. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expects to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period. As of September 30,

18

2023, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $94.3 million. This range excludes penalties and interest, which as of such date would have been $95.5 million.

14.SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region.

Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.

	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total
For the three months ended September 30, 2023	(in thousands)
Revenues (1)	$	468,371	$	169,069	$	45,104	$	—	$	682,544
Cost of revenues (2)		66,768		51,509		31,493		—		149,770
Operating profit		401,603		117,560		13,611		—		532,774
Selling, general, and administrative expenses		30,759		15,925		4,993		13,144		64,821
Acquisition and new business initiatives
related adjustments and expenses		2,369		3,243		—		—		5,612
Asset impairment and decommission costs		25,560		7,503		—		—		33,063
Depreciation, amortization and accretion		114,849		63,218		915		1,692		180,674
Operating income (loss)		228,066		27,671		7,703		(14,836)		248,604
Other expense, net (principally interest
expense and other income)								(155,381)		(155,381)
Income before income taxes										93,223
Cash capital expenditures (3)		81,886		31,583		1,280		681		115,430
For the three months ended September 30, 2022
Revenues (1)	$	449,595	$	137,707	$	88,282	$	—	$	675,584
Cost of revenues (2)		66,423		45,590		65,540		—		177,553
Operating profit		383,172		92,117		22,742		—		498,031
Selling, general, and administrative expenses		31,380		14,952		5,711		13,800		65,843
Acquisition and new business initiatives
related adjustments and expenses		4,318		2,526		—		—		6,844
Asset impairment and decommission costs		7,835		697		—		—		8,532
Depreciation, amortization and accretion		122,149		49,530		624		1,522		173,825
Operating income (loss)		217,490		24,412		16,407		(15,322)		242,987
Other expense, net (principally interest
expense and other income)								(140,342)		(140,342)
Income before income taxes										102,645
Cash capital expenditures (3)		48,522		73,007		1,367		933		123,829

‎

19

	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total
For the nine months ended September 30, 2023	(in thousands)
Revenues (1)	$	1,379,959	$	500,892	$	155,709	$	—	$	2,036,560
Cost of revenues (2)		200,952		152,459		114,914		—		468,325
Operating profit		1,179,007		348,433		40,795		—		1,568,235
Selling, general, and administrative expenses		90,946		51,068		15,541		42,857		200,412
Acquisition and new business initiatives
related adjustments and expenses		8,174		8,448		—		—		16,622
Asset impairment and decommission costs		75,460		14,633		—		2,227		92,320
Depreciation, amortization and accretion		351,689		185,522		2,767		4,931		544,909
Operating income (loss)		652,738		88,762		22,487		(50,015)		713,972
Other expense, net (principally interest
expense and other income)								(303,893)		(303,893)
Income before income taxes										410,079
Cash capital expenditures (3)		177,464		86,695		2,350		2,272		268,781
For the nine months ended September 30, 2022
Revenues (1)	$	1,324,666	$	402,301	$	220,393	$	—	$	1,947,360
Cost of revenues (2)		197,995		132,687		165,809		—		496,491
Operating profit		1,126,671		269,614		54,584		—		1,450,869
Selling, general, and administrative expenses		90,541		45,519		16,445		38,736		191,241
Acquisition and new business initiatives
related adjustments and expenses		10,705		8,071		—		—		18,776
Asset impairment and decommission costs		20,407		5,158		—		—		25,565
Depreciation, amortization and accretion		367,853		150,008		1,831		4,849		524,541
Operating income (loss)		637,165		60,858		36,308		(43,585)		690,746
Other expense, net (principally interest
expense and other income)								(293,728)		(293,728)
Income before income taxes										397,018
Cash capital expenditures (3)		182,494		380,072		4,061		4,143		570,770

	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other (4)		Total
Assets	(in thousands)
As of September 30, 2023	$	6,061,251	$	3,775,452	$	74,763	$	422,715	$	10,334,181
As of December 31, 2022	$	6,308,204	$	3,808,699	$	158,137	$	310,001	$	10,585,041

(1)For the three months ended September 30, 2023 and 2022, site leasing revenue in Brazil was $100.0 million and $70.7 million, respectively. For the nine months ended September 30, 2023 and 2022, site leasing revenue in Brazil was $293.6 million and $209.8 million, respectively. Other than Brazil, no foreign country represented more than 5% of the Company’s total revenues in any of the periods presented.

(2)Excludes depreciation, amortization, and accretion.

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

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

Total domestic long-lived assets were $5.6 billion and $5.9 billion as of September 30, 2023 and December 31, 2022, respectively. Total international long-lived assets were $3.4 billion and $3.5 billion as of September 30, 2023 and December 31, 2022. Total long-lived assets in Brazil were $2.1 billion and $2.0 billion as of September 30, 2023 and December 31, 2022, respectively. Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. Other than Brazil, no foreign country represented more than 5% of the Company’s total long-lived assets in any of the periods presented.

20

15.EARNINGS PER SHARE

Basic 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, 2023 and 2022 (in thousands, except per share data):

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Numerator:
Net income attributable to SBA
Communications Corporation	$	87,419	$	100,009	$	392,284	$	358,150
Denominator:
Basic weighted-average shares outstanding		108,373		107,916		108,288		107,950
Dilutive impact of stock options, RSUs, and PSUs		518		1,442		729		1,466
Diluted weighted-average shares outstanding		108,891		109,358		109,017		109,416
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	0.81	$	0.93	$	3.62	$	3.32
Diluted	$	0.80	$	0.91	$	3.60	$	3.27

For the three and nine months ended September 30, 2023 and 2022, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder or (2) the redemption value as of the balance sheet date. Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 are as follows (in thousands):

	September 30,		December 31,
	2023		2022
Beginning balance	$	31,735	$	17,250
Net loss attributable to noncontrolling interests		(4,397)		(1,630)
Foreign currency translation adjustments		(899)		(204)
Contribution from joint venture partner		1,200		—
Adjustment to redemption amount		7,408		16,319
Ending balance	$	35,047	$	31,735

17.DERIVATIVES AND HEDGING ACTIVITIES

The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, terminated an existing $1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a payment of $176.2 million. On the same date, the Company entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the

21

maturity date of the 2018 Term Loan. The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan.

On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was no cash transferred in connection with the termination of these swaps. The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining term end dates, which range from 2023 to 2025.

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan. The Company concluded that the amendment to the interest rate swap qualifies for the relief provided by ASU 2021-01 and ASU 2022-06 and as such, has not de-designated its cash flow hedge. Refer to Note 1 for further discussion of the expedient adopted under ASU 2021-01 and ASU 2022-06.

As of September 30, 2023, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $143.3 million and $182.9 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets.

Accumulated other comprehensive loss, net includes an aggregate $103.0 million gain and a $119.6 million gain as of September 30, 2023 and December 31, 2022, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows except for the termination of interest rate swaps, which are recorded in Net cash used in financing activities.

The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and nine months ended September 30, 2023 and 2022.

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Cash Flow Hedge - Interest Rate Swap Agreement	(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net	$	(16,068)	$	42,114	$	(39,608)	$	128,826
Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense	$	6,579	$	11,222	$	23,047	$	33,665

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. 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 97.4% of our total segment operating profit for the nine months ended September 30, 2023. 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 September 30, 2023, we owned 39,546 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.

22

Site Leasing

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 September 30, 2023, 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 nine months ended September 30, 2023. In addition, as of September 30, 2023, 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 from all the major carriers in each of the 16 countries in which we operate. Our tenant leases are either individual leases by tower site or governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site. Our tenant leases are generally for an initial term of five years to 15 years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance;

Fuel (in those international markets that do not have an available electric grid at our tower sites); and

Lease initial direct cost amortization.

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of September 30, 2023, approximately 70% 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. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Argentina, Colombia, Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements included in this quarterly report.

	For the three months ended				For the nine months ended
Segment operating profit as a percentage of	September 30,				September 30,
total operating profit	2023		2022		2023		2022
Domestic site leasing		75.4%		76.9%		75.1%		77.7%
International site leasing		22.0%		18.5%		22.3%		18.6%
Total site leasing		97.4%		95.4%		97.4%		96.3%

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology. We believe that over the

23

long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements.

During the remainder of 2023, we expect organic site leasing revenue in both our domestic and international segments to increase over 2022 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. 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.

Site Development

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements in this quarterly report.

Capital Allocation Strategy

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. While the addition of a cash dividend to our capital allocation strategy has provided us with an additional tool to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. Key elements of our capital allocation strategy include:

Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions and the construction of new towers that meet our internal return on invested capital criteria.

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes listed below and in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial

24

Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

We are in the process of reviewing the remaining estimated useful lives of our towers and intangible assets and are considering whether we should modify our current estimates for asset lives based on our historical operating experience. We have retained an independent consultant to assist in completing this review and analysis. If we conclude that a revision in the estimated useful lives of our towers and intangible assets is appropriate based on our review and analysis, we will account for any changes in the useful lives as a change in accounting estimate under Accounting Standards Codification 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change. We expect to conclude our analysis in 2024.

Reference Rate Reform

The ICE Benchmark Administration Limited ceased publication of the one month LIBOR on June 30, 2023. On June 21, 2023, we amended our interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023. We have elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing us to continue applying hedge accounting to our cash flow hedge. On July 3, 2023, we amended our 2018 Term Loan and our Revolving Credit Facility to use Term SOFR as the benchmark rate. The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. 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 September 30, 2023 Compared to Three Months Ended September 30, 2022

Revenues and Segment Operating Profit:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
Revenues	(in thousands)
Domestic site leasing	$	468,371	$	449,595	$	—	$	18,776		4.2%
International site leasing		169,069		137,707		4,782		26,580		19.3%
Site development		45,104		88,282		—		(43,178)		(48.9%)
Total	$	682,544	$	675,584	$	4,782	$	2,178		0.3%
Cost of Revenues
Domestic site leasing	$	66,768	$	66,423	$	—	$	345		0.5%
International site leasing		51,509		45,590		1,195		4,724		10.4%
Site development		31,493		65,540		—		(34,047)		(51.9%)
Total	$	149,770	$	177,553	$	1,195	$	(28,978)		(16.3%)
Operating Profit
Domestic site leasing	$	401,603	$	383,172	$	—	$	18,431		4.8%
International site leasing		117,560		92,117		3,587		21,856		23.7%
Site development		13,611		22,742		—		(9,131)		(40.2%)

25

Revenues

Domestic site leasing revenues increased $18.8 million for the three months ended September 30, 2023, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments, due in part to the new MLA with AT&T and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 76 towers acquired and 16 towers built since July 1, 2022, partially offset by lease non-renewals.

International site leasing revenues increased $31.4 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $26.6 million. These changes were primarily due to (1) revenues from 2,765 towers acquired (including 2,632 sites from Grupo TorreSur (“GTS”) in Brazil) and 461 towers built since July 1, 2022, (2) an increase in reimbursable pass-through expenses due primarily to increases in consumer price index escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 15.7% 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 $43.2 million for the three months ended September 30, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Operating Profit

Domestic site leasing segment operating profit increased $18.4 million for the three months ended September 30, 2023, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since July 1, 2022, (2) organic site leasing growth as noted above, and (3) continued control of our site leasing cost of revenue.

International site leasing segment operating profit increased $25.4 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $21.9 million. These changes were primarily due to (1) additional profit generated by towers acquired and built since July 1, 2022 and (2) organic site leasing growth as noted above, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions.

Site development segment operating profit decreased $9.1 million for the three months ended September 30, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Selling, General, and Administrative Expenses:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	30,759	$	31,380	$	—	$	(621)		(2.0%)
International site leasing		15,925		14,952		269		704		4.7%
Total site leasing	$	46,684	$	46,332	$	269	$	83		0.2%
Site development		4,993		5,711		—		(718)		(12.6%)
Other		13,144		13,800		—		(656)		(4.8%)
Total	$	64,821	$	65,843	$	269	$	(1,291)		(2.0%)

Selling, general, and administrative expenses decreased $1.0 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $1.3 million. 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 and a $0.7 million Oi Reserve recorded in the third quarter of 2023.

‎

26

Acquisition and New Business Initiatives Related Adjustments and Expenses:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	2,369	$	4,318	$	—	$	(1,949)		(45.1%)
International site leasing		3,243		2,526		32		685		27.1%
Total	$	5,612	$	6,844	$	32	$	(1,264)		(18.5%)

Acquisition and new business initiatives related adjustments and expenses decreased $1.2 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses decreased $1.3 million. These changes were primarily as a result of a decrease in our third party acquisition and integration costs as well as lower new business initiative activity as compared to the prior year.

Asset Impairment and Decommission Costs:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	25,560	$	7,835	$	—	$	17,725		226.2%
International site leasing		7,503		697		232		6,574		943.2%
Total	$	33,063	$	8,532	$	232	$	24,299		284.8%

Asset impairment and decommission costs increased $24.5 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $24.3 million. These 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 due in part to increased churn from Sprint and an increase in tower and equipment related decommission costs. For further information regarding our asset impairment and decommission costs, see Note 2 to our Consolidated Financial Statements in this quarterly report.

Depreciation, Accretion, and Amortization Expense:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	114,849	$	122,149	$	—	$	(7,300)		(6.0%)
International site leasing		63,218		49,530		1,964		11,724		23.7%
Total site leasing	$	178,067	$	171,679	$	1,964	$	4,424		2.6%
Site development		915		624		—		291		46.6%
Other		1,692		1,522		—		170		11.2%
Total	$	180,674	$	173,825	$	1,964	$	4,885		2.8%

Domestic site leasing depreciation, accretion, and amortization expense decreased $7.3 million for the three months ended September 30, 2023, as compared to the prior year. This change was primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since July 1, 2022.

International site leasing depreciation, accretion, and amortization expense increased $13.7 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $11.7 million. These changes were primarily due to an increase in the number of towers we acquired and built since July 1, 2022, partially offset by the impact of assets that became fully depreciated since the prior year period.

‎

27

Operating Income (Expense):

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	228,066	$	217,490	$	—	$	10,576		4.9%
International site leasing		27,671		24,412		1,090		2,169		8.9%
Total site leasing	$	255,737	$	241,902	$	1,090	$	12,745		5.3%
Site development		7,703		16,407		—		(8,704)		(53.1%)
Other		(14,836)		(15,322)		—		486		(3.2%)
Total	$	248,604	$	242,987	$	1,090	$	4,527		1.9%

Domestic site leasing operating income increased $10.6 million for the three months ended September 30, 2023, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and acquisition and new business initiatives related adjustments and expenses, partially offset by an increase in asset impairment and decommission costs.

International site leasing operating income increased $3.3 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $2.2 million. These changes were primarily due to higher segment operating profit, partially offset by increases in depreciation, accretion, and amortization expense, asset impairment and decommission costs, selling, general, and administrative expenses, and acquisition and new business initiatives related adjustments and expenses.

Site development operating income decreased $8.7 million for the three months ended September 30, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Other Income (Expense):

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Interest income	$	5,266	$	2,858	$	58	$	2,350		82.2%
Interest expense		(99,322)		(86,961)		53		(12,414)		14.3%
Non-cash interest expense		(7,898)		(11,528)		—		3,630		(31.5%)
Amortization of deferred financing fees		(5,097)		(4,955)		—		(142)		2.9%
Other expense, net		(48,330)		(39,756)		(8,627)		53		(3.2%)
Total	$	(155,381)	$	(140,342)	$	(8,516)	$	(6,523)		6.4%

Interest income increased $2.4 million for the three months ended September 30, 2023, as compared to the prior year. This change was primarily due to interest received on a loan to an unconsolidated joint venture, 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 increased $12.4 million for the three months ended September 30, 2023, as compared to the prior year. This change was primarily due to a higher weighted-average interest rate on a higher average principal amount of cash-interest bearing debt outstanding. Based on the current rising interest rate environment, we expect interest expense will increase in future periods.

Non-cash interest expense decreased $3.6 million for the three months ended September 30, 2023, 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.

Other expense, net includes a $46.5 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2023, while the prior year period included a $37.4 million loss.

‎

28

Provision for Income Taxes:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Provision for income taxes	$	(7,861)	$	(2,883)	$	3,560	$	(8,538)		56.9%

Provision for income taxes increased $5.0 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, provision for income taxes increased $8.5 million primarily due to an increase in domestic and foreign deferred taxes.

Net Income:

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Net income	$	85,362	$	99,762	$	(3,866)	$	(10,534)		(8.4%)

Net income decreased $14.4 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, net income decreased $10.5 million. These changes were primarily due to increases in cash interest expense and provision for income taxes, and a decrease in site development operating income, partially offset by increases in site leasing operating income and interest income, and a decrease in non-cash interest expense.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Revenues and Segment Operating Profit:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
Revenues	(in thousands)
Domestic site leasing	$	1,379,959	$	1,324,666	$	—	$	55,293		4.2%
International site leasing		500,892		402,301		(1,974)		100,565		25.0%
Site development		155,709		220,393		—		(64,684)		(29.3%)
Total	$	2,036,560	$	1,947,360	$	(1,974)	$	91,174		4.7%
Cost of Revenues
Domestic site leasing	$	200,952	$	197,995	$	—	$	2,957		1.5%
International site leasing		152,459		132,687		(986)		20,758		15.6%
Site development		114,914		165,809		—		(50,895)		(30.7%)
Total	$	468,325	$	496,491	$	(986)	$	(27,180)		(5.5%)
Operating Profit
Domestic site leasing	$	1,179,007	$	1,126,671	$	—	$	52,336		4.6%
International site leasing		348,433		269,614		(988)		79,807		29.6%
Site development		40,795		54,584		—		(13,789)		(25.3%)

Revenues

Domestic site leasing revenues increased $55.3 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments, due in part to the new MLA with AT&T and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 116 towers acquired and 19 towers built since January 1, 2022, partially offset by lease non-renewals.

International site leasing revenues increased $98.6 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $100.6 million. These changes were primarily due to (1) revenues from 3,297 towers acquired (including 2,632 sites from GTS) and 644 towers built since January 1, 2022, (2) an increase in reimbursable pass-through expenses due primarily to increases in consumer price index escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals.

29

Site leasing revenue in Brazil represented 15.6% 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 $64.7 million for the nine months ended September 30, 2023, as compared to prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Operating Profit

Domestic site leasing segment operating profit increased $52.3 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2022, (2) organic site leasing growth as noted above, and (3) continued control of our site leasing cost of revenue.

International site leasing segment operating profit increased $78.8 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $79.8 million. These changes were primarily due to (1) additional profit generated by towers acquired and built since January 1, 2022 and (2) organic site leasing growth as noted above, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions.

Site development segment operating profit decreased $13.8 million for the nine months ended September 30, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Selling, General, and Administrative Expenses:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	90,946	$	90,541	$	—	$	405		0.4%
International site leasing		51,068		45,519		(435)		5,984		13.1%
Total site leasing	$	142,014	$	136,060	$	(435)	$	6,389		4.7%
Site development		15,541		16,445		—		(904)		(5.5%)
Other		42,857		38,736		—		4,121		10.6%
Total	$	200,412	$	191,241	$	(435)	$	9,606		5.0%

Selling, general, and administrative expenses increased $9.2 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $9.6 million. These changes were primarily as a result of an increase in personnel and other support related costs and the $3.8 million Oi reserve recorded in 2023, partially offset by a decrease in non-cash compensation expense.

Acquisition and New Business Initiatives Related Adjustments and Expenses:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	8,174	$	10,705	$	—	$	(2,531)		(23.6%)
International site leasing		8,448		8,071		(179)		556		6.9%
Total	$	16,622	$	18,776	$	(179)	$	(1,975)		(10.5%)

Acquisition and new business initiatives related adjustments and expenses decreased $2.2 million for the three months ended September 30, 2023, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses decreased $2.0 million. These changes were primarily as a result of a decrease in our third party acquisition and integration costs as well as lower new business initiative activity as compared to the prior year.

‎

30

Asset Impairment and Decommission Costs:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	75,460	$	20,407	$	—	$	55,053		269.8%
International site leasing		14,633		5,158		(52)		9,527		184.7%
Total site leasing	$	90,093	$	25,565	$	(52)	$	64,580		252.6%
Other		2,227		—		—		2,227		—%
Total	$	92,320	$	25,565	$	(52)	$	66,807		261.3%

Asset impairment and decommission costs increased $66.8 million for the nine months ended September 30, 2023, as compared to the prior year. These 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 due in part to increased churn from Sprint and an increase in tower and equipment related decommission costs. For further information regarding our asset impairment and decommission costs, see Note 2 to our Consolidated Financial Statements in this quarterly report.

Depreciation, Accretion, and Amortization Expenses:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	351,689	$	367,853	$	—	$	(16,164)		(4.4%)
International site leasing		185,522		150,008		(360)		35,874		23.9%
Total site leasing	$	537,211	$	517,861	$	(360)	$	19,710		3.8%
Site development		2,767		1,831		—		936		51.1%
Other		4,931		4,849		—		82		1.7%
Total	$	544,909	$	524,541	$	(360)	$	20,728		4.0%

Domestic site leasing depreciation, accretion, and amortization expense decreased $16.2 million for the nine months ended September 30, 2023, as compared to the prior year. These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2022.

International site leasing depreciation, accretion, and amortization expense increased $35.5 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $35.9 million. These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2022, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Domestic site leasing	$	652,738	$	637,165	$	—	$	15,573		2.4%
International site leasing		88,762		60,858		38		27,866		45.8%
Total site leasing	$	741,500	$	698,023	$	38	$	43,439		6.2%
Site development		22,487		36,308		—		(13,821)		(38.1%)
Other		(50,015)		(43,585)		—		(6,430)		14.8%
Total	$	713,972	$	690,746	$	38	$	23,188		3.4%

Domestic site leasing operating income increased $15.6 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and acquisition and new business initiatives related adjustments and expenses, offset by an increase in asset impairment and decommission costs.

31

International site leasing operating income increased $27.9 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to higher segment operating profit, partially offset by increases in depreciation, accretion, and amortization expense, asset impairment and decommission costs, and selling, general, and administrative expenses.

Site development operating income decreased $13.8 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by less activity from T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Other operating expense increased $6.4 million for the nine months ended September 30, 2023, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Interest income	$	12,765	$	6,878	$	9	$	5,878		85.5%
Interest expense		(301,835)		(253,528)		60		(48,367)		19.1%
Non-cash interest expense		(29,655)		(34,582)		—		4,927		(14.2%)
Amortization of deferred financing fees		(15,129)		(14,758)		—		(371)		2.5%
Other income, net		29,961		2,262		28,550		(851)		17.6%
Total	$	(303,893)	$	(293,728)	$	28,619	$	(38,784)		12.9%

Interest income increased $5.9 million for the nine months ended September 30, 2023, as compared to the prior year. This change was primarily due to interest received on a loan to an unconsolidated joint venture, 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 increased $48.3 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, interest expense increased $48.4 million. This change was primarily due to a higher weighted-average interest rate on a higher average principal amount of cash-interest bearing debt outstanding. Based on the current rising interest rate environment, we expect interest expense will increase in future periods.

Non-cash interest expense decreased $4.9 million for the nine months ended September 30, 2023, 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.

Other income, net includes a $38.8 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the nine months ended September 30, 2023, while the prior year period included an $8.5 million gain.

Provision for Income Taxes:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Provision for income taxes	$	(22,192)	$	(39,797)	$	(8,857)	$	26,462		(73.6%)

Provision for income taxes decreased $17.6 million for the nine months ended September 30, 2023, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $26.5 million. These changes were primarily due to a decrease 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, partially offset by an increase in current and deferred foreign taxes.

‎

32

Net Income:

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Net income	$	387,887	$	357,221	$	19,800	$	10,866		3.1%

Net income increased $30.7 million for the nine months ended September 30, 2023. On a constant currency basis, net income increased $10.9 million. These changes were primarily due to increases in site leasing operating income and interest income, and decreases in provision for income taxes and non-cash interest expense, partially offset by increases in interest expense and other operating expense and decreases in site development operating income and other income, net.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. 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 the remeasurement of our intercompany loans.

Adjusted EBITDA

We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and income taxes.

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

‎

33

	For the three months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Net income	$	85,362	$	99,762	$	(3,866)	$	(10,534)		(8.4%)
Non-cash straight-line leasing revenue		(7,048)		(11,686)		83		4,555		(39.0%)
Non-cash straight-line ground lease expense		(428)		478		1		(907)		(189.7%)
Non-cash compensation		21,374		25,492		35		(4,153)		(16.3%)
Other expense, net		48,330		39,756		8,627		(53)		(3.2%)
Acquisition and new business initiatives
related adjustments and expenses		5,612		6,844		32		(1,264)		(18.5%)
Asset impairment and decommission costs		33,063		8,532		232		24,299		284.8%
Interest income		(5,266)		(2,858)		(58)		(2,350)		82.2%
Interest expense (1)		112,317		103,444		(53)		8,926		8.6%
Depreciation, accretion, and amortization		180,674		173,825		1,964		4,885		2.8%
Provision for income taxes (2)		8,141		3,170		(3,558)		8,529		55.8%
Adjusted EBITDA	$	482,131	$	446,759	$	3,439	$	31,933		7.1%

	For the nine months ended								Constant
	September 30,				Foreign		Constant		Currency
	2023		2022		Currency Impact		Currency Change		% Change
	(in thousands)
Net income	$	387,887	$	357,221	$	19,800	$	10,866		3.1%
Non-cash straight-line leasing revenue		(21,378)		(29,542)		149		8,015		(27.1%)
Non-cash straight-line ground lease expense		135		2,253		(92)		(2,026)		(89.9%)
Non-cash compensation		65,830		74,140		(231)		(8,079)		(10.9%)
Other income, net		(29,961)		(2,262)		(28,550)		851		(17.6%)
Acquisition and new business initiatives
related adjustments and expenses		16,622		18,776		(179)		(1,975)		(10.5%)
Asset impairment and decommission costs		92,320		25,565		(52)		66,807		261.3%
Interest income		(12,765)		(6,878)		(9)		(5,878)		85.5%
Interest expense (1)		346,619		302,868		(60)		43,811		14.5%
Depreciation, accretion, and amortization		544,909		524,541		(360)		20,728		4.0%
Provision for income taxes (2)		22,971		41,579		8,859		(27,467)		(72.8%)
Adjusted EBITDA	$	1,413,189	$	1,308,261	$	(725)	$	105,653		8.1%

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

(2)Provision for income taxes includes $0.3 million of franchise taxes for the three months ended September 30, 2023 and 2022, and $0.8 million and $1.8 million of franchise taxes for the nine months ended September 30, 2023 and 2022, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased $35.4 million for the three months ended September 30, 2023, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $31.9 million. 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.

Adjusted EBITDA increased $104.9 million for the nine months ended September 30, 2023, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $105.7 million. 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

SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a

34

holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

A summary of our cash flows is as follows:

	For the nine months ended September 30,
	2023		2022
	(in thousands)
Cash provided by operating activities	$	1,111,782	$	997,066
Cash used in investing activities		(361,876)		(591,311)
Cash used in financing activities		(705,664)		(566,068)
Change in cash, cash equivalents, and restricted cash		44,242		(160,313)
Effect of exchange rate changes on cash, cash equiv., and restricted cash		(1,441)		4,561
Cash, cash equivalents, and restricted cash, beginning of period		189,283		435,626
Cash, cash equivalents, and restricted cash, end of period	$	232,084	$	279,874

Operating Activities

Cash provided by operating activities was $1.1 billion for the nine months ended September 30, 2023 as compared to $1.0 billion for the nine months ended September 30, 2022. The increase was primarily due to increases in site leasing segment operating profit, cash inflows associated with working capital changes related to the timing of customer payments, and interest income, partially offset by increases in cash interest expense, cash selling, general, and administrative expenses, and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit.

Investing Activities

A detail of our cash capital expenditures is as follows:

	For the nine months ended September 30,
	2023		2022
	(in thousands)
Acquisitions of towers and related intangible assets (1)	$	(59,457)	$	(343,967)
Acquisition of right-of-use assets		(3,954)		(2,220)
Land buyouts and other assets (2)(3)		(29,440)		(72,534)
Construction and related costs		(70,485)		(72,275)
Augmentation and tower upgrades		(62,301)		(39,514)
Tower maintenance		(37,101)		(29,975)
General corporate		(4,089)		(6,584)
Other investing activities (4)(5)		(95,049)		(24,242)
Net cash used in investing activities	$	(361,876)	$	(591,311)

(1)The nine months ended September 30, 2022 includes $176.1 million of acquisitions related to our purchase of sites from Airtel Tanzania.

(2)Excludes $15.0 million and $10.6 million spent to extend ground lease terms for the nine months ended September 30, 2023 and 2022, respectively.

(3)The nine months ended September 30, 2022 includes amounts paid related to the acquisition of a data center.

(4)Includes amounts paid for the purchase of and received from the sale of short-term investments during the nine months ended September 30, 2023 and 2022.

(5)The nine months ended September 30, 2023 includes a $93.0 million loan to an unconsolidated joint venture.

Additionally, subsequent to September 30, 2023, we purchased or are under contract to purchase 215 communication sites for an aggregate consideration of $74.0 million in cash. We anticipate that these acquisitions will be consummated by the end of the second quarter of 2024.

35

For 2023, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $54.0 million to $59.0 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 $335.0 million to $345.0 million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

Financing Activities

A detail of our financing activities is as follows:

	For the nine months ended September 30,
	2023		2022
	(in thousands)
Net (repayments) borrowings under Revolving Credit Facility (1)	$	(350,000)	$	60,000
Repurchase and retirement of common stock (2)		(53,652)		(431,666)
Payment of dividends on common stock		(278,201)		(230,102)
Proceeds from employee stock purchase/stock option plans		21,058		33,745
Payments related to taxes on stock options and restricted stock units		(27,472)		(9,905)
Other financing activities		(17,397)		11,860
Net cash used in financing activities	$	(705,664)	$	(566,068)

(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.

Dividends

For the nine months ended September 30, 2023, we paid the following cash dividends:

	Payable to Shareholders
	of Record at the Close	Cash Paid	Aggregate Amount
Date Declared	of Business on	Per Share	Paid	Date Paid
February 20, 2023	March 10, 2023	$0.85	$93.9 million	March 24, 2023
April 30, 2023	May 26, 2023	$0.85	$92.1 million	June 21, 2023
July 30, 2023	August 24, 2023	$0.85	$92.1 million	September 20, 2023

Dividends paid in 2023 were ordinary taxable dividends.

Subsequent to September 30, 2023, we declared the following cash dividends:

	Payable to Shareholders	Cash to
	of Record at the Close	be Paid
Date Declared	of Business on	Per Share	Date to be Paid
November 1, 2023	November 16, 2023	$0.85	December 14, 2023

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. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Registration Statements

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

36

or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the nine months ended September 30, 2023, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2023, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

We have on file with the 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. No securities were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Terms of the Senior Credit Agreement

On July 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended our Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II, is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. 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. 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:

		Unused	Financial Covenant
	Interest Rate	Commitment	Compliance
	as of	Fee as of	Status as of
	September 30, 2023 (1)	September 30, 2023 (2)	September 30, 2023
Revolving Credit Facility	6.520%	0.140%	In Compliance

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022.

‎

37

The table below summarizes our Revolving Credit Facility activity during the three and nine months ended September 30, 2023 and 2022 (in thousands):

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Beginning outstanding balance	$	450,000	$	530,000	$	720,000	$	350,000
Borrowings		50,000		—		190,000		330,000
Repayments		(130,000)		(120,000)		(540,000)		(270,000)
Ending outstanding balance	$	370,000	$	410,000	$	370,000	$	410,000

Subsequent to September 30, 2023, we repaid $85.0 million under the Revolving Credit Facility, and as of the date of this filing, $285.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of September 30, 2023, the 2018 Term Loan was accruing interest at 7.170% per annum. On July 3, 2023, SBA Senior Finance II, amended our 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. The amendment to Term SOFR includes a CSA of 0.10% which we include as part of interest expense.

On June 21, 2023, SBA Senior Finance II, amended our interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan. We concluded that the amendment to the interest rate swap qualifies for the relief provided by Accounting Standards Update (“ASU”) 2021-01 and ASU 2022-06 and as such, have not de-designated our cash flow hedge.

During the three and nine months ended September 30, 2023, we repaid an aggregate of $6.0 million and $18.0 million, respectively, of principal on the 2018 Term Loan. As of September 30, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of September 30, 2023, 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 9,895 tower sites owned by the Borrowers as of September 30, 2023. 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.

‎

38

The table below sets forth the material terms of our outstanding Tower Securities as of September 30, 2023:

Security	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (1)	Anticipated Repayment Date	Final Maturity Date
2014-2C Tower Securities	Oct. 15, 2014	$620.0	3.869%	Oct. 8, 2024	Oct. 8, 2049
2019-1C Tower Securities	Sep. 13, 2019	$1,165.0	2.836%	Jan. 12, 2025	Jan. 12, 2050
2020-1C Tower Securities	Jul. 14, 2020	$750.0	1.884%	Jan. 9, 2026	Jul. 11, 2050
2020-2C Tower Securities	Jul. 14, 2020	$600.0	2.328%	Jan. 11, 2028	Jul. 9, 2052
2021-1C Tower Securities	May 14, 2021	$1,165.0	1.631%	Nov. 9, 2026	May 9, 2051
2021-2C Tower Securities	Oct. 27, 2021	$895.0	1.840%	Apr. 9, 2027	Oct. 10, 2051
2021-3C Tower Securities	Oct. 27, 2021	$895.0	2.593%	Oct. 9, 2031	Oct. 10, 2056
2022-1C Tower Securities	Nov. 23, 2022	$850.0	6.599%	Jan. 11, 2028	Nov. 9, 2052

(1)Interest paid monthly.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of September 30, 2023:

Security	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (1)	Anticipated Repayment Date	Final Maturity Date
2019-1R Tower Securities	Sep. 13, 2019	$61.4	4.213%	Jan. 12, 2025	Jan. 12, 2050
2020-2R Tower Securities	Jul. 14, 2020	$71.1	4.336%	Jan. 11, 2028	Jul. 9, 2052
2021-1R Tower Securities	May 14, 2021	$61.4	3.598%	Nov. 9, 2026	May 9, 2051
2021-3R Tower Securities	Oct. 27, 2021	$94.3	4.090%	Oct. 9, 2031	Oct. 10, 2056
2022-1R Tower Securities	Nov. 23, 2022	$44.8	7.870%	Jan. 11, 2028	Nov. 9, 2052

(1)Interest paid monthly.

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. 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.

Debt Covenants

As of September 30, 2023, 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.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of September 30, 2023:

Senior Notes	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate Coupon	Maturity Date	Interest Due Dates	Optional Redemption Date
2020 Senior Notes	Feb. 4, 2020	$1,500.0	3.875%	Feb. 15, 2027	Feb. 15 & Aug. 15	Feb. 15, 2023
2021 Senior Notes	Jan. 29, 2021	$1,500.0	3.125%	Feb. 1, 2029	Feb. 1 & Aug. 1	Feb. 1, 2024

Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of September 30, 2023, 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.

39

The following table illustrates our estimate of our debt service requirement over the next twelve months ended September 30, 2024 based on the amounts outstanding as of September 30, 2023 and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)	$	25,706
2018 Term Loan (2)		84,281
2014-2C Tower Securities		24,185
2019-1C Tower Securities		33,409
2020-1C Tower Securities		14,368
2020-2C Tower Securities		14,159
2021-1C Tower Securities		19,371
2021-2C Tower Securities		16,752
2021-3C Tower Securities		23,491
2022-1C Tower Securities		56,362
2020 Senior Notes		58,125
2021 Senior Notes		46,875
Total debt service for the next 12 months	$	417,084

(1)As of September 30, 2023, $370.0 million was outstanding under the Revolving Credit Facility. Subsequent to September 30, 2023, we repaid an additional $85.0 million under the Revolving Credit Facility, and as of the date of this filing, $285.0 million was outstanding.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest rate swaps entered into on August 4, 2020, and amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through July 31, 2023 and then at Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) for an all-in fixed rate of 1.900% per annum through the maturity date of the 2018 Term Loan.

Inflation

The impact of inflation on our operations has not been material to date. However, the impact of rising interest rates, due to actions by the Federal Reserve to combat inflation, has, and is expected to continue to, impact our growth rate and future operating results. Increasing interest rates has, and is expected to continue to, impact the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which would adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity. In addition, persistent high rates of inflation could adversely affect our future operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America, South Africa, the Philippines, and Tanzania which have inflationary index based rent escalators.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.

‎

40

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of September 30, 2023:

	2023		2024		2025		2026		2027		Thereafter		Total		Fair Value
	(in thousands)
Revolving Credit Facility	$	—	$	—	$	—	$	370,000	$	—	$	—	$	370,000	$	370,000
2018 Term Loan		6,000		24,000		2,244,000		—		—		—		2,274,000		2,271,158
2014-2C Tower Securities (1)		—		620,000		—		—		—		—		620,000		602,454
2019-1C Tower Securities (1)		—		—		1,165,000		—		—		—		1,165,000		1,107,799
2020-1C Tower Securities (1)		—		—		—		750,000		—		—		750,000		677,753
2020-2C Tower Securities (1)		—		—		—		—		—		600,000		600,000		510,414
2021-1C Tower Securities (1)		—		—		—		1,165,000		—		—		1,165,000		1,008,599
2021-2C Tower Securities (1)		—		—		—		—		895,000		—		895,000		766,926
2021-3C Tower Securities (1)		—		—		—		—		—		895,000		895,000		681,954
2022-1C Tower Securities (1)		—		—		—		—		—		850,000		850,000		844,492
2020 Senior Notes		—		—		—		—		1,500,000		—		1,500,000		1,374,180
2021 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,245,000
Total debt obligation	$	6,000	$	644,000	$	3,409,000	$	2,285,000	$	2,395,000	$	3,845,000	$	12,584,000	$	11,460,729

(1)For information on the anticipated repayment date and final maturity date for each Tower Security, refer to “Debt Instruments and Debt Service Requirements” above.

Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2018 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. The ICE Benchmark Administration Limited ceased publication of the one month LIBOR on June 30, 2023. On August 4, 2020, and amended June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at (i) one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through July 31, 2023 and (ii) Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through the maturity date of the 2018 Term Loan. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. On July 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our Revolving Credit Facility and 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. The amendment includes a 0.10% CSA for the 2018 Term Loan.

We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of September 30, 2023. As of September 30, 2023, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 4.6% for the next twelve months ended September 30, 2024.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Argentina, Colombia, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, Chile, South Africa, and the Philippines, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Argentina, Colombia, Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the nine months ended September 30, 2023, approximately 21.6% of our revenues and approximately 26.8% of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at September 30, 2023. As of September 30, 2023, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.3% and 0.9%, respectively, for the nine months ended September 30, 2023.

41

As of September 30, 2023, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at September 30, 2023 would have resulted in approximately $130.4 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the nine months ended September 30, 2023.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the roll-out of 5G), future spectrum auctions, the trends developing in our industry, and competitive factors;

our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results; 

our expectations regarding consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;

our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;

our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;

our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;

our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures;

our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;

our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;

our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases;

our expectations regarding the timing for closing of pending acquisitions;

our election to be subject to tax as a REIT and our intent to continue to operate as a REIT;

our belief that our business is operated in a manner that complies with the REIT rules and our intent to continue to do so;

our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;

our expectations regarding the use of NOLs to reduce REIT taxable income;

our expectations regarding our capital allocation strategy, including future allocation decisions among portfolio growth, stock repurchases, and dividends, the impact of our election to be taxed as a REIT on that strategy, and our goal of increasing our Adjusted Funds From Operations per share;

our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;

our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;

our expectations regarding our business strategies, including our strategy for securing rights to the land underlying our towers, and the impact of such strategies on our financial and operational results;

our intended use of our liquidity;

our intent to maintain our target leverage levels, including in light of our dividend;

our expectations regarding our debt service in 2023 and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months; and

our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements.

42

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;

the impact of consolidation among wireless service providers, including the impact of T-Mobile and Sprint;

the ability of DISH Wireless to become and compete as a nationwide carrier;

the impact of rising interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership;

our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

the health of the South African and Tanzanian economies and wireless communications market, and the willingness of carriers to invest in their networks in that market;

our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;

our ability to secure and deliver anticipated services business at contemplated margins;

our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers;

competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;

our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;

our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;

our ability to successfully estimate the impact of regulatory and litigation matters;

natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

a decrease in demand for our towers;

the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;

our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules;

our ability to utilize available NOLs to reduce REIT taxable income; and

our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income.

‎

43

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of September 30, 2023. Based on such evaluation, such officers have concluded that, as of September 30, 2023, our disclosure controls and procedures were effective.

PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the third quarter of 2023:

	Total			Total Number of Shares	Approximate Dollar Value
	Number	Average		Purchased as Part of	of Shares that May Yet Be
	of Shares	Price Paid		Publicly Announced	Purchased Under the
Period	Purchased	Per Share		Plans or Programs (1)	Plans or Programs
7/1/2023 - 7/31/2023	—	$	—	—	$	504,726,849
8/1/2023 - 8/31/2023	—	$	—	—	$	504,726,849
9/1/2023 - 9/30/2023	441,639	$	197.75	441,639	$	417,391,086
Total	441,639	$	197.75	441,639	$	417,391,086

(1)On October 28, 2021, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.0 billion of our outstanding Class A common stock (the “Repurchase Plan”). As of the date of this filing, the Company had $404.7 million of authorization remaining under the Repurchase Plan. The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

ITEM 5. OTHER INFORMATION

(a)

On July 3, 2023, SBA Senior Finance II entered into the Thirteenth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement with (i) SBAC, Telecommunications, SBA Senior Finance, LLC and the direct and indirect subsidiaries of SBAC named therein, as guarantors, (ii) the several lenders from time to time parties thereto, (iii) TD Securities (USA) LLC and Mizuho Bank, Ltd., as the joint lead arrangers, (iv) TD Securities (USA) LLC, Mizuho Bank Ltd., Barclays Bank plc, Citigroup Global Markets Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint book runners, and (v) Toronto Dominion (Texas) LLC, as administrative agent, to the Seconded Amended and Restated Credit Agreement, dated as of February 7, 2014, (as amended, supplemented or modified from time to time, the “ Senior Credit Agreement”).

The Amendment replaces LIBOR with Term SOFR as the benchmark interest rate and makes related changes. All other material terms of the Senior Credit Agreement, as amended, remain unchanged.

Certain of the lenders and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with SBAC and its affiliates.

(c) 10b5-1 Trading Plans

During the three months ended September 30, 2023, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

‎

44

ITEM 6. EXHIBITS

Exhibit No.	Description of Exhibits
10.7D	Thirteenth Amendment to the Second Amended and Restated Credit Agreement, dated as of July 3, 2023, among SBA Senior Finance II, LLC, as borrower, the banks and other financial institutions or entities party thereto and Toronto Dominion (Texas) LLC, as administrative agent.*
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH	XBRL Taxonomy Extension Schema Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).*

* Filed herewith

** Furnished herewith

‎

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SBA COMMUNICATIONS CORPORATION
November 7, 2023	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)
November 7, 2023	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

s

46