[10-Q] SBA Communications Corp Quarterly Earnings Report
Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from __________ to __________
Commission file number:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
The | ||
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| (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.
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).
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.
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x | Accelerated Filer | ¨ | |
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Non-Accelerated Filer | ¨ | Smaller Reporting Company | |
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| 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 ¨
Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date:
Table of Contents
Table of Contents
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PART I – FINANCIAL INFORMATION | ||
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Item 1. | Financial Statements |
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| Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 1 |
| Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2025 and 2024 | 2 |
| Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2025 and 2024 | 3 |
| Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and six months ended June 30, 2025 and 2024 | 4 |
| Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2025 and 2024 | 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 | 39 |
Item 4. | Controls and Procedures | 41 |
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PART II – OTHER INFORMATION | ||
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
Item 5. | Other Information | 42 |
Item 6. | Exhibits | 42 |
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SIGNATURES | 43 | |
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
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| June 30, |
| December 31, | ||
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| 2024 | ||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease right-of-use assets, net |
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Acquired and other right-of-use assets, net |
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Other assets |
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Total assets |
| $ | |
| $ | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, |
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AND SHAREHOLDERS' DEFICIT |
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Current liabilities: |
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Accounts payable |
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Accrued expenses |
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Current maturities of long-term debt |
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Deferred revenue |
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Accrued interest |
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Current lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt, net |
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Long-term lease liabilities |
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Other long-term liabilities |
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Total long-term liabilities |
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Redeemable noncontrolling interests |
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Shareholders' deficit: |
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Preferred stock - par value $ |
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Common stock - Class A, par value $ |
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respectively |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss, net |
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Total shareholders' deficit |
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Total liabilities, redeemable noncontrolling interests, and shareholders' deficit |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
1
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (in thousands, except per share amounts)
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| For the three months |
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| 2024 |
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| 2024 | ||||
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Revenues: |
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Site leasing |
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Site development |
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Total revenues |
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Operating expenses: |
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Cost of revenues (exclusive of depreciation, accretion, |
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and amortization shown below): |
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Cost of site leasing |
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Cost of site development |
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Selling, general, and administrative expenses (1) |
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Acquisition and new business initiatives related |
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adjustments and expenses |
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Asset impairment and decommission costs |
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Depreciation, accretion, and amortization |
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Total operating expenses |
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Operating income |
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Other income (expense): |
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Interest income |
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Interest expense |
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Non-cash interest expense |
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Amortization of deferred financing fees |
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Loss from extinguishment of debt, net |
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Other income (expense), net |
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Total other expense, net |
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Income before income taxes |
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(Provision) benefit for income taxes |
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Net income |
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Net loss attributable to noncontrolling interests |
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Net income attributable to SBA Communications |
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Corporation |
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Net income per common share attributable to SBA |
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Communications Corporation: |
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Basic |
| $ | |
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Diluted |
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Weighted-average number of common shares |
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Basic |
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Diluted |
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(1)
The accompanying condensed notes are an integral part of these consolidated financial statements.
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Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) (in thousands)
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| For the three months |
| For the six months | ||||||||
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| ended June 30, | ||||||||
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| 2025 |
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Net income |
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Adjustments related to interest rate swaps |
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Foreign currency translation adjustments |
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Comprehensive income |
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Comprehensive loss attributable to noncontrolling interests |
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Comprehensive income attributable to SBA |
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Communications Corporation |
| $ | |
| $ | |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
3
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(unaudited) (in thousands)
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| Accumulated |
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| Class A |
| Additional |
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| Other |
| Total | ||||||
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| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, March 31, 2025 |
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| $ | ( |
| $ | ( |
| $ | ( |
Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
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Repurchase and retirement of common stock |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
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BALANCE, June 30, 2025 |
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| Accumulated |
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| Additional |
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| Other |
| Total | ||||||
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| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, December 31, 2024 |
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Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
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Repurchase and retirement of common stock |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
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BALANCE, June 30, 2025 |
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| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
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Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(unaudited) (in thousands)
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| Accumulated |
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| Additional |
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| Other |
| Total | ||||||
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| Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, March 31, 2024 |
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| $ | |
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| $ | ( |
| $ | ( |
| $ | ( |
Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
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Repurchase and retirement of common stock |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
| — |
|
| — |
|
| ( |
|
| — |
|
| — |
|
| ( |
BALANCE, June 30, 2024 |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
| |
|
| Class A |
| Additional |
|
|
|
| Other |
| Total | ||||||
|
| Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2023 |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
Net income attributable to SBA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Corporation |
| — |
|
| — |
|
| — |
|
| |
|
| — |
|
| |
Common stock issued in connection with equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards and stock purchase plans, offset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by the impact of net share settlements |
| |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Non-cash stock compensation |
| — |
|
| — |
|
| |
|
| — |
|
| — |
|
| |
Adjustments related to interest rate swaps |
| — |
|
| — |
|
| — |
|
| — |
|
| |
|
| |
Repurchase and retirement of common stock |
| ( |
|
| ( |
|
| — |
|
| ( |
|
| — |
|
| ( |
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
attributable to SBA Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation |
| — |
|
| — |
|
| — |
|
| — |
|
| ( |
|
| ( |
Dividends and dividend equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on common stock |
| — |
|
| — |
|
| — |
|
| ( |
|
| — |
|
| ( |
Adjustment to redemption amount related to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests |
| — |
|
| — |
|
| ( |
|
| — |
|
| — |
|
| ( |
BALANCE, June 30, 2024 |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
The accompanying condensed notes are an integral part of these consolidated financial statements.
5
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, | ||||
|
| 2025 |
| 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net income |
| $ | |
| $ | |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation, accretion, and amortization |
|
| |
|
| |
(Gain) loss on remeasurement of U.S. denominated intercompany loans |
|
| ( |
|
| |
Non-cash compensation expense |
|
| |
|
| |
Non-cash asset impairment and decommission costs |
|
| |
|
| |
Loss from extinguishment of debt, net |
|
| — |
|
| |
Deferred and non-cash income tax provision (benefit) |
|
| |
|
| ( |
Loss on sale of assets |
|
| |
|
| — |
Other non-cash items reflected in the Statements of Operations |
|
| |
|
| |
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
Accounts receivable and costs and estimated earnings in excess of |
|
|
|
|
|
|
billings on uncompleted contracts, net |
|
| ( |
|
| |
Prepaid expenses and other assets |
|
| ( |
|
| ( |
Operating lease right-of-use assets, net |
|
| |
|
| |
Accounts payable and accrued expenses |
|
| ( |
|
| ( |
Accrued interest |
|
| |
|
| |
Long-term lease liabilities |
|
| ( |
|
| ( |
Other liabilities |
|
| ( |
|
| ( |
Net cash provided by operating activities |
|
| |
|
| |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
Acquisitions |
|
| ( |
|
| ( |
Capital expenditures |
|
| ( |
|
| ( |
Purchase of investments |
|
| ( |
|
| ( |
Proceeds from sale of investments |
|
| |
|
| |
Repayment (funding) of loan to unconsolidated joint venture |
|
| |
|
| ( |
Proceeds from sale of assets |
|
| |
|
| — |
Other investing activities |
|
| |
|
| ( |
Net cash used in investing activities |
|
| ( |
|
| ( |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
Borrowings under Revolving Credit Facility |
|
| |
|
| |
Repayments under Revolving Credit Facility |
|
| — |
|
| ( |
Proceeds from issuance of Term Loans, net of fees |
|
| — |
|
| |
Repayment of Term Loans |
|
| ( |
|
| ( |
Repayment of Tower Securities |
|
| ( |
|
| — |
Repurchase and retirement of common stock |
|
| ( |
|
| ( |
Payment of dividends on common stock |
|
| ( |
|
| ( |
Proceeds from employee stock purchase/stock option plans |
|
| |
|
| |
Payments related to taxes on stock options and restricted stock units |
|
| ( |
|
| ( |
Other financing activities |
|
| ( |
|
| |
Net cash used in financing activities |
|
| ( |
|
| ( |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
| |
|
| ( |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
|
| ( |
|
| |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: |
|
|
|
|
|
|
Beginning of period |
|
| |
|
| |
End of period |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
6
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, | ||||
|
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
Interest |
| $ | |
| $ | |
Income taxes |
| $ | |
| $ | |
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: |
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ | |
| $ | |
Operating lease modifications and reassessments |
| $ | |
| $ | |
Right-of-use assets obtained in exchange for new finance lease liabilities |
| $ | |
| $ | — |
The accompanying condensed notes are an integral part of these consolidated financial statements.
7
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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, 2024 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 full year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.
The preparation of 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.
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 Statements 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.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring improved expense
8
Table of Contents
Items Measured at Fair Value on a Recurring Basis — The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.
Refer to Note 16 for discussion of the Company’s redeemable noncontrolling interests.
Items Measured at Fair Value on a Nonrecurring Basis — The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used an average discount rate ranging from
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 six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
| |||
|
| (in thousands) | ||||||||||
Asset impairment (1) |
| $ | |
| $ | |
| $ | |
| $ | |
Write-off of carrying value of decommissioned towers |
|
| |
|
| |
|
| |
|
| |
Other (including tower and equipment decommission costs) |
|
| |
|
| |
|
| |
|
| |
Total asset impairment and decommission costs |
| $ | |
| $ | |
| $ | |
| $ | |
(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.
The Company’s long-term investments were $
Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of June 30, 2025 and December 31, 2024, the Company had $
The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Term SOFR Rate was set for the Revolving Credit Facility (
9
Table of Contents
The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of |
|
| ||
|
| June 30, 2025 |
| December 31, 2024 |
| Included on Balance Sheet | ||
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
| ||||
Cash and cash equivalents |
| $ | |
| $ | |
| Cash and cash equivalents |
Securitization escrow accounts |
|
| |
|
| |
| Restricted cash - current asset |
Payment, performance bonds, and other |
|
| |
|
| |
| Restricted cash - current asset |
Surety bonds and workers compensation |
|
| |
|
| |
| Other assets - noncurrent |
Total cash, cash equivalents, and restricted cash |
| $ | |
| $ | |
|
|
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. Additionally, securitization escrow accounts included $
The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Costs incurred on uncompleted contracts |
| $ | |
| $ | |
Estimated earnings |
|
| |
|
| |
Billings to date |
|
| ( |
|
| ( |
|
| $ | |
| $ | |
These amounts are included in the Consolidated Balance Sheets under the following captions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
| $ | |
| $ | |
Billings in excess of costs and estimated earnings on |
|
|
|
|
|
|
uncompleted contracts (included in Other current liabilities) |
|
| ( |
|
| ( |
|
| $ | |
| $ | |
10
Table of Contents
The Company’s prepaid expenses and other current assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
|
| (in thousands) | |||
Short-term investments |
| $ | |
| $ | |
Short-term loans receivable (1) |
|
| — |
|
| |
Prepaid real estate taxes |
|
| |
|
| |
Interest receivable |
|
| |
|
| |
Prepaid insurance |
|
| |
|
| |
Prepaid taxes |
|
| |
|
| |
Prepaid ground rent |
|
| |
|
| |
Other current assets |
|
| |
|
| |
Total prepaid expenses and other current assets |
| $ | |
| $ | |
The Company’s other assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
|
| (in thousands) | |||
Straight-line rent receivable |
| $ | |
| $ | |
Interest rate swap asset (2) |
|
| |
|
| |
Loans receivable |
|
| |
|
| |
Deferred lease costs, net |
|
| |
|
| |
Deferred tax asset - long term |
|
| |
|
| |
Long-term investments |
|
| |
|
| |
Other |
|
| |
|
| |
Total other assets |
| $ | |
| $ | |
(1)On March 17, 2023 (as amended through March 6, 2025), the Company entered into a loan with one of its unconsolidated joint ventures. The total outstanding principal balance of the loan was $
The following table summarizes the Company’s acquisition activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Acquisitions of towers and related assets |
| $ | |
| $ | |
| $ | |
| $ | |
Land buyouts and other assets (1) |
|
| |
|
| |
|
| |
|
| |
Total cash acquisition capital expenditures |
| $ | |
| $ | |
| $ | |
| $ | |
(1)Excludes $
During the six months ended June 30, 2025, the Company acquired
11
Table of Contents
ended June 30, 2024, the Company acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months | ||||
|
| ended June 30, | ||||
|
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Property and equipment, net |
| $ | |
| $ | |
Intangible assets, net |
|
| |
|
| |
Operating lease right-of-use assets, net |
|
| |
|
| |
Acquisition related holdbacks |
|
| ( |
|
| ( |
Long-term lease liabilities |
|
| ( |
|
| ( |
Other liabilities assumed, net |
|
| ( |
|
| ( |
Total acquisitions of towers and related assets and liabilities |
| $ | |
| $ | |
During the six months ended June 30, 2025, the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets. As of June 30, 2025, there were no acquisitions with purchase price allocations that were preliminary other than for the acquisitions from the Millicom transaction.
As of the date of this filing, approximately
Property and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Towers and related assets |
| $ | |
| $ | |
Construction-in-process (1) |
|
| |
|
| |
Furniture, equipment, and vehicles |
|
| |
|
| |
Land, buildings, and improvements (2) |
|
| |
|
| |
Total property and equipment |
|
| |
|
| |
Less: accumulated depreciation |
|
| ( |
|
| ( |
Property and equipment, net |
| $ | |
| $ | |
(1)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.
(2)Includes amounts related to the Company’s data centers.
Depreciation expense was $
During the first quarter of 2025, the Company sold all of its towers in both the Philippines and Colombia and ended its operations in those countries. Proceeds from the sale of these towers were $
12
Table of Contents
The following table provides the gross and net carrying amounts for each major class of intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of June 30, 2025 |
| As of December 31, 2024 | ||||||||||||||
|
| Gross carrying |
| Accumulated |
| Net book |
| Gross carrying |
| Accumulated |
| Net book | ||||||
|
| amount |
| amortization |
| value |
| amount |
| amortization |
| value | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) | ||||||||||||||||
Current contract intangibles |
| $ | |
| $ | ( |
| $ | |
| $ | |
| $ | ( |
| $ | |
Network location intangibles |
|
| |
|
| ( |
|
| |
|
| |
|
| ( |
|
| |
Intangible assets, net |
| $ | |
| $ | ( |
| $ | |
| $ | |
| $ | ( |
| $ | |
The Company’s accrued expenses are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Salaries and benefits |
| $ | |
| $ | |
Real estate and property taxes |
|
| |
|
| |
Unpaid capital expenditures |
|
| |
|
| |
Acquisition related holdbacks |
|
| |
|
| |
Other |
|
| |
|
| |
Total accrued expenses |
| $ | |
| $ | |
The principal balances, fair values, and carrying values of debt consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||||||||||||||
|
|
|
| June 30, 2025 |
| December 31, 2024 | ||||||||||||||
|
| Maturity Date |
| Principal |
| Fair Value |
| Carrying |
| Principal |
| Fair Value |
| Carrying | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) | ||||||||||||||||
Revolving Credit Facility |
|
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | — |
| $ | — | |
2024 Term Loan |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2019-1C Tower Securities (1)(2) |
|
|
| — |
|
| — |
|
| — |
|
| |
|
| |
|
| | |
2020-1C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2020-2C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-1C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-2C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-3C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2022-1C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2024-1C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2024-2C Tower Securities (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2020 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
Total debt |
|
|
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
Less: current maturities of long-term debt |
|
|
|
|
| ( |
|
|
|
|
|
|
|
| ( | |||||
Total long-term debt, net of current maturities |
|
|
|
| $ | |
|
|
|
|
|
|
| $ | | |||||
13
Table of Contents
(1)The maturity date represents the anticipated repayment date for each issuance.
(2)On January 15, 2025, the Company repaid the aggregate principal amount of the 2019-1C Tower Securities.
The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
| For the three months ended June 30, |
| For the six months ended June 30, | ||||||||||||||||||||
|
| Rates as of |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||||||||||||||
|
| June 30, |
| Cash |
| Non-cash |
| Cash |
| Non-cash |
| Cash |
| Non-cash |
| Cash |
| Non-cash | ||||||||
|
| 2025 |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
| (in thousands) | ||||||||||||||||||||
Revolving Credit Facility |
|
| $ | |
| $ | — |
| $ | |
| $ | — |
| $ | |
| $ | — |
| $ | |
| $ | — | |
2018 Term Loan |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| |
|
| |
2024 Term Loan (1) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2014-2C Tower Securities |
|
|
| — |
|
| — |
|
| |
|
| — |
|
| — |
|
| — |
|
| |
|
| — | |
2019-1C Tower Securities |
|
|
| — |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2020-1C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| | 95 |
| — | |
2020-2C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2021-1C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2021-2C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2021-3C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2022-1C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2024-1C Tower Securities |
|
|
| |
|
| — |
|
| — |
|
| — |
|
| |
|
| — |
|
| — |
|
| — | |
2024-2C Tower Securities (2) |
|
|
| |
|
| — |
|
| — |
|
| — |
|
| |
|
| — |
|
| — |
|
| — | |
2020 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021 Senior Notes |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
Other |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total |
|
|
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
(1)The 2024 Term Loan has a blended rate of
(2)The 2024-2C Tower Securities has an all-in fixed rate of
Senior Credit Agreement
As of June 30, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Revolving Credit Facility under the Senior Credit Agreement
The key terms of the Revolving Credit Facility are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unused |
|
| Interest Rate |
| Commitment |
|
| as of |
| Fee as of |
|
| June 30, 2025 (1) |
| June 30, 2025 (2) |
|
|
|
|
|
Revolving Credit Facility |
|
|
(1)The rate reflected includes a
14
Table of Contents
The table below summarizes the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
| ||||
|
| (in thousands) | ||||||||||
Beginning outstanding balance |
| $ | — |
| $ | |
| $ | — |
| $ | |
Borrowings |
|
| |
|
| |
|
| |
|
| |
Repayments |
|
| — |
|
| ( |
|
| — |
|
| ( |
Ending outstanding balance |
| $ | |
| $ | |
| $ | |
| $ | |
Subsequent to June 30, 2025, the Company borrowed $
Term Loan under the Senior Credit Agreement
2024 Term Loan
During the six months ended June 30, 2025, the Company repaid an aggregate of $
Secured Tower Revenue Securities
On January 15, 2025, the Company repaid the entire aggregate principal amount of the 2019-1C Tower Securities ($
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
On April 27, 2025, the Company’s Board of Directors authorized a new $
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares purchased (in millions) (1) |
|
| |
|
| |
|
| |
|
| |
Average price per share (1) |
| $ | |
| $ | |
| $ | |
| $ | |
Total purchase price (in millions) (1) |
| $ | |
| $ | |
| $ | |
| $ | |
15
Table of Contents
Subsequent to June 30, 2025, the Company made the following share repurchases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares purchased (in millions) (1) |
|
|
|
|
|
|
|
|
|
|
| |
Average price per share (1) |
|
|
|
|
|
|
|
|
|
| $ | |
Total purchase price (in millions) (1) |
|
|
|
|
|
|
|
|
|
| $ | |
(1)Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.
Dividends
For the six months ended June 30, 2025, 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 |
|
|
|
|
|
|
|
|
|
|
| $ |
| $ |
| |||
|
| $ |
| $ |
|
(1)Amount reflected includes the payment of $
Dividends paid in 2025 were ordinary taxable dividends.
Subsequent to June 30, 2025, 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 |
|
|
|
|
|
|
|
|
| $ |
|
Stock Options
The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2025 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, 2024 |
| |
| $ |
|
|
|
|
| |
Exercised |
| ( |
| $ |
|
|
|
|
| |
Forfeited/canceled |
| ( |
| $ |
|
|
|
|
| |
Outstanding at June 30, 2025 |
| |
| $ |
|
| $ | | ||
Exercisable at June 30, 2025 |
| |
| $ |
|
| $ | | ||
Unvested at June 30, 2025 |
| |
| $ |
|
| $ | | ||
The total intrinsic value for options exercised during the six months ended June 30, 2025 was $
16
Table of Contents
Restricted Stock Units and Performance-Based Restricted Stock Units
The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 2024 |
| |
| $ | |
| |
| $ | |
Granted |
| |
| $ | |
| |
| $ | |
PSU adjustment (2) |
| — |
| $ | — |
| |
| $ | |
Vested |
| ( |
| $ | |
| ( |
| $ | |
Forfeited/canceled |
| ( |
| $ | |
| ( |
| $ | |
Outstanding at June 30, 2025 |
| |
| $ | |
| |
| $ | |
(1)PSUs represent the target number of shares granted that are issuable at the end of the
The primary reason for the difference between the Company’s effective tax rate and the U.S. statutory rate is the Company’s REIT status. A tax provision is recognized because U.S. taxable REIT subsidiary and 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 U.S. taxable REIT subsidiary. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $
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.
17
Table of Contents
The Company operates principally in
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 June 30, 2025 |
| (in thousands) | |||||||||||||
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| — |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| — |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
18
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Domestic Site |
| Int'l Site |
| Site |
|
|
|
| |||||
|
| Leasing |
| Leasing |
| Development |
| Other |
| Total | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
| (in thousands) | |||||||||||||
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| — |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| — |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Domestic Site |
| Int'l Site |
| Site |
|
|
|
| |||||
|
| Leasing |
| Leasing |
| Development |
| Other (4) |
| Total | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
| (in thousands) | |||||||||||||
As of June 30, 2025 |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
As of December 31, 2024 |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
(1)For the three months ended June 30, 2025 and 2024, site leasing revenue in Brazil was $
(2)Excludes depreciation, amortization, and accretion. Cost of revenues is primarily comprised of rent expense related to the Company’s ground leases.
(3)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.
(4)Assets in Other consist primarily of general corporate assets and short-term investments. Assets in Other for the period ended December 31, 2024 also includes $
19
Table of Contents
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. The Company’s long-lived assets by geographic areas representing more than 5% of the Company’s total long-lived assets is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of |
| As of | ||
|
| June 30, 2025 |
| December 31, 2024 | ||
|
|
|
|
|
|
|
|
|
| (in thousands) | |||
Domestic |
| $ | |
| $ | |
Brazil |
|
| |
|
| |
Guatemala |
|
| |
|
| |
Other international |
|
| |
|
| |
Total |
| $ | |
| $ | |
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 six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands, except per share data) | ||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to SBA |
|
|
|
|
|
|
|
|
|
|
|
|
Communications Corporation |
| $ | |
| $ | |
| $ | |
| $ | |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average shares outstanding |
|
| |
|
| |
|
| |
|
| |
Dilutive impact of stock options, RSUs, and PSUs |
|
| |
|
| |
|
| |
|
| |
Diluted weighted-average shares outstanding |
|
| |
|
| |
|
| |
|
| |
Net income per common share attributable to SBA |
|
|
|
|
|
|
|
|
|
|
|
|
Communications Corporation: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | |
| $ | |
| $ | |
| $ | |
Diluted |
| $ | |
| $ | |
| $ | |
| $ | |
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.
20
Table of Contents
The components of redeemable noncontrolling interests as of June 30, 2025 and December 31, 2024 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
| December 31, | ||
|
| 2025 |
| 2024 | ||
|
|
|
|
| ||
|
| (in thousands) | ||||
Beginning balance |
| $ | |
| $ | |
Net loss attributable to noncontrolling interests |
|
| ( |
|
| ( |
Foreign currency translation adjustments |
|
| ( |
|
| |
Purchase of noncontrolling interests |
|
| — |
|
| |
Contribution from joint venture partner |
|
| — |
|
| |
Adjustment to redemption amount |
|
| |
|
| |
Ending balance |
| $ | |
| $ | |
The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. As of June 30, 2025, the Company has interest rate swap agreements on its 2024 Term Loan which swap $
On September 11, 2024, the Company entered into a treasury lock agreement to fix the three-year treasury rate at
As of June 30, 2025, the hedges remain highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair Value as of | ||||
|
| Balance Sheet |
| June 30, |
| December 31, | ||
|
| Location |
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
|
|
Derivatives Designated as Hedging Instruments |
|
|
| (in thousands) | ||||
Interest rate swap agreements in a fair value asset position |
| Other assets |
| $ | |
| $ | |
Interest rate swap agreement in a fair value liability position |
| Other long-term liabilities |
| $ | |
| $ | — |
Accumulated other comprehensive loss, net includes an aggregate $
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.
21
Table of Contents
The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and six months ended June 30, 2025 and 2024.
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
|
|
| ended June 30, |
| ended June 30, | ||||||||
|
|
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Cash Flow Hedge - Interest Rate Swap Agreement |
|
|
| (in thousands) | ||||||||||
Change in fair value recorded in Accumulated other comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loss, net |
|
|
| $ | ( |
| $ | ( |
| $ | ( |
| $ | ( |
Gain reclassified from Accumulated other comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loss, net into earnings |
|
|
| $ | ( |
| $ | — |
| $ | ( |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedges - Interest Rate Swap Agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount reclassified from Accumulated other comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loss, net into Non-cash interest expense |
|
|
| $ | |
| $ | |
| $ | |
| $ | |
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, and Africa. Our primary business line is our site leasing business, which contributed 97.7% of our total segment operating profit for the six months ended June 30, 2025. During the first quarter of 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia. On July 21, 2025, we entered into an agreement to sell all of our 369 towers held in Canada which we expect to close during the fourth quarter of 2025. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of June 30, 2025, we owned 44,065 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.
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, and Africa. As of June 30, 2025, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2025. In addition, as of June 30, 2025, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively. No other international market (each country is considered a market) represented more than 5% of our total towers.
We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen 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
22
Table of Contents
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 June 30, 2025, 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 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 most of 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, and South Africa, 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 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 six months ended | ||||||||
Segment operating profit as a percentage of |
| June 30, |
| June 30, | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
total operating profit |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing |
|
| 76.0% |
|
| 76.6% |
|
| 76.4% |
|
| 76.3% |
International site leasing |
|
| 21.4% |
|
| 22.1% |
|
| 21.3% |
|
| 22.4% |
Total site leasing |
|
| 97.4% |
|
| 98.7% |
|
| 97.7% |
|
| 98.7% |
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 a lease that is non-renewed, cancelled, or discounted) other than in connection with customer consolidation or cessations of specific technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing mobile network data traffic, network expansion, and network coverage requirements.
During the remainder of 2025, we expect core site leasing revenue in both our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025. 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 nature 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.
23
Table of Contents
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. In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital. While the addition of cash dividends and debt repayments have provided us with additional tools 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 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 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, 2024. 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.
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.
24
Table of Contents
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Revenues and Segment Operating Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 469,807 |
| $ | 463,204 |
| $ | — |
| $ | 6,603 |
|
| 1.4% |
International site leasing |
|
| 161,981 |
|
| 163,253 |
|
| (7,823) |
|
| 6,551 |
|
| 4.0% |
Site development |
|
| 67,193 |
|
| 34,020 |
|
| — |
|
| 33,173 |
|
| 97.5% |
Total |
| $ | 698,981 |
| $ | 660,477 |
| $ | (7,823) |
| $ | 46,327 |
|
| 7.0% |
Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing |
| $ | 69,421 |
| $ | 65,489 |
| $ | — |
| $ | 3,932 |
|
| 6.0% |
International site leasing |
|
| 49,150 |
|
| 48,642 |
|
| (2,260) |
|
| 2,768 |
|
| 5.7% |
Site development |
|
| 53,525 |
|
| 27,137 |
|
| — |
|
| 26,388 |
|
| 97.2% |
Total |
| $ | 172,096 |
| $ | 141,268 |
| $ | (2,260) |
| $ | 33,088 |
|
| 23.4% |
Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing |
| $ | 400,386 |
| $ | 397,715 |
| $ | — |
| $ | 2,671 |
|
| 0.7% |
International site leasing |
|
| 112,831 |
|
| 114,611 |
|
| (5,563) |
|
| 3,783 |
|
| 3.3% |
Site development |
|
| 13,668 |
|
| 6,883 |
|
| — |
|
| 6,785 |
|
| 98.6% |
Revenues
Domestic site leasing revenues increased $6.6 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 56 towers acquired and 34 towers built since April 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.
International site leasing revenues decreased $1.3 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $6.6 million. This change was primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators, (2) revenues from 4,792 towers acquired (including 4,644 towers under the deal with Millicom) and 533 towers built since April 1, 2024, and (3) an increase in reimbursable pass-through expenses, partially offset by lease non-renewals, tower divestitures, and a decrease in non-cash straight line revenue. Site leasing revenue in Brazil represented 13.5% 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 increased $33.2 million for the three months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.
Operating Profit
Domestic site leasing segment operating profit increased $2.7 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to higher domestic site leasing revenue as noted above and the positive impact of our ground lease purchase program, partially offset by incremental costs associated with towers acquired and built since April 1, 2024.
International site leasing segment operating profit decreased $1.8 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $3.8 million. This change was primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since April 1, 2024.
Site development segment operating profit increased $6.8 million for the three months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.
25
Table of Contents
Selling, General, and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 31,515 |
| $ | 33,608 |
| $ | — |
| $ | (2,093) |
|
| (6.2%) |
International site leasing |
|
| 20,803 |
|
| 15,775 |
|
| (542) |
|
| 5,570 |
|
| 35.3% |
Total site leasing |
| $ | 52,318 |
| $ | 49,383 |
| $ | (542) |
| $ | 3,477 |
|
| 7.0% |
Site development |
|
| 3,065 |
|
| 2,944 |
|
| — |
|
| 121 |
|
| 4.1% |
Other |
|
| 15,639 |
|
| 10,049 |
|
| — |
|
| 5,590 |
|
| 55.6% |
Total |
| $ | 71,022 |
| $ | 62,376 |
| $ | (542) |
| $ | 9,188 |
|
| 14.7% |
Selling, general, and administrative expenses increased $8.6 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $9.2 million. These changes were driven primarily by increases in non-cash compensation expense and personnel and other support related costs and a $4.9 million bad debt reserve recorded in the second quarter of 2025.
Asset Impairment and Decommission Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 19,977 |
| $ | 13,825 |
| $ | — |
| $ | 6,152 |
|
| 44.5% |
International site leasing |
|
| 25,088 |
|
| 17,362 |
|
| (466) |
|
| 8,192 |
|
| 47.2% |
Total site leasing |
| $ | 45,065 |
| $ | 31,187 |
| $ | (466) |
| $ | 14,344 |
|
| 46.0% |
Other |
|
| 166 |
|
| 423 |
|
| — |
|
| (257) |
|
| (60.8%) |
Total |
| $ | 45,231 |
| $ | 31,610 |
| $ | (466) |
| $ | 14,087 |
|
| 44.6% |
Asset impairment and decommission costs increased $13.6 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $14.1 million. This change was primarily as a result of increased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers, partially offset by a decrease in tower and equipment related decommission costs.
Depreciation, Accretion, and Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 36,840 |
| $ | 33,870 |
| $ | — |
| $ | 2,970 |
|
| 8.8% |
International site leasing |
|
| 30,249 |
|
| 27,457 |
|
| (1,491) |
|
| 4,283 |
|
| 15.6% |
Total site leasing |
| $ | 67,089 |
| $ | 61,327 |
| $ | (1,491) |
| $ | 7,253 |
|
| 11.8% |
Site development |
|
| 864 |
|
| 1,038 |
|
| — |
|
| (174) |
|
| (16.8%) |
Other |
|
| 2,011 |
|
| 1,814 |
|
| — |
|
| 197 |
|
| 10.9% |
Total |
| $ | 69,964 |
| $ | 64,179 |
| $ | (1,491) |
| $ | 7,276 |
|
| 11.3% |
Depreciation, accretion, and amortization expense increased $5.8 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $7.3 million. These changes were primarily due to an increase in the number of towers we acquired and built since April 1, 2024, partially offset by the impact of assets that became fully depreciated since the prior year period.
26
Table of Contents
Operating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 307,387 |
| $ | 313,323 |
| $ | — |
| $ | (5,936) |
|
| (1.9%) |
International site leasing |
|
| 35,471 |
|
| 50,532 |
|
| (3,033) |
|
| (12,028) |
|
| (23.8%) |
Total site leasing |
| $ | 342,858 |
| $ | 363,855 |
| $ | (3,033) |
| $ | (17,964) |
|
| (4.9%) |
Site development |
|
| 9,739 |
|
| 2,901 |
|
| — |
|
| 6,838 |
|
| 235.7% |
Other |
|
| (17,816) |
|
| (12,286) |
|
| — |
|
| (5,530) |
|
| 45.0% |
Total |
| $ | 334,781 |
| $ | 354,470 |
| $ | (3,033) |
| $ | (16,656) |
|
| (4.7%) |
Domestic site leasing operating income decreased $5.9 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs and depreciation, accretion, and amortization expense, partially offset by higher segment operating profit and a decrease in selling, general, and administrative expenses.
International site leasing operating income decreased $15.1 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $12.0 million. These changes were primarily due to increases in asset impairment and decommission cost, selling, general, and administrative expenses, depreciation, accretion, and amortization expense, partially offset by higher segment operating profit.
Site development operating income increased $6.8 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity.
Other operating expense increased $5.5 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to increases in selling, general, and administrative expenses.
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Interest income |
| $ | 8,155 |
| $ | 7,046 |
| $ | (236) |
| $ | 1,345 |
|
| 19.1% |
Interest expense |
|
| (119,658) |
|
| (97,530) |
|
| 26 |
|
| (22,154) |
|
| 22.7% |
Non-cash interest expense |
|
| (1,233) |
|
| (7,080) |
|
| — |
|
| 5,847 |
|
| (82.6%) |
Amortization of deferred financing fees |
|
| (5,415) |
|
| (4,932) |
|
| — |
|
| (483) |
|
| 9.8% |
Other income (expense), net |
|
| 44,123 |
|
| (104,859) |
|
| 147,653 |
|
| 1,329 |
|
| (96.4%) |
Total |
| $ | (74,028) |
| $ | (207,355) |
| $ | 147,443 |
| $ | (14,116) |
|
| 13.6% |
Interest expense increased $22.1 million for the three months ended June 30, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.
Non-cash interest expense decreased $5.8 million for the three months ended June 30, 2025, 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 2025.
Other income (expense), net includes a $45.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2025. The prior year period included a $100.9 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.
27
Table of Contents
(Provision) Benefit for Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
(Provision) benefit for income taxes |
| $ | (35,059) |
| $ | 12,337 |
| $ | (50,423) |
| $ | 3,027 |
|
| (13.1%) |
Provision for income taxes increased $47.4 million for the three months ended June 30, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $3.0 million primarily due to a decrease in foreign current and deferred taxes.
Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Net income |
| $ | 225,694 |
| $ | 159,452 |
| $ | 93,987 |
| $ | (27,745) |
|
| (12.2%) |
Net income increased $66.2 million for the three months ended June 30, 2025, as compared to the prior year. This change was primarily due to increases in other income, net and site development operating income and a decrease in non-cash interest expense, partially offset by increases in provision for income taxes, interest expense, and other operating expense and decreases in site leasing operating income and the impact of foreign currency exchange rates on those items.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenues and Segment Operating Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 930,800 |
| $ | 924,703 |
| $ | — |
| $ | 6,097 |
|
| 0.7% |
International site leasing |
|
| 317,197 |
|
| 330,030 |
|
| (23,880) |
|
| 11,047 |
|
| 3.3% |
Site development |
|
| 115,232 |
|
| 63,606 |
|
| — |
|
| 51,626 |
|
| 81.2% |
Total |
| $ | 1,363,229 |
| $ | 1,318,339 |
| $ | (23,880) |
| $ | 68,770 |
|
| 5.2% |
Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing |
| $ | 137,693 |
| $ | 131,459 |
| $ | — |
| $ | 6,234 |
|
| 4.7% |
International site leasing |
|
| 96,356 |
|
| 97,485 |
|
| (6,794) |
|
| 5,665 |
|
| 5.8% |
Site development |
|
| 91,714 |
|
| 50,315 |
|
| — |
|
| 41,399 |
|
| 82.3% |
Total |
| $ | 325,763 |
| $ | 279,259 |
| $ | (6,794) |
| $ | 53,298 |
|
| 19.1% |
Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing |
| $ | 793,107 |
| $ | 793,244 |
| $ | — |
| $ | (137) |
|
| (0.0%) |
International site leasing |
|
| 220,841 |
|
| 232,545 |
|
| (17,086) |
|
| 5,382 |
|
| 2.3% |
Site development |
|
| 23,518 |
|
| 13,291 |
|
| — |
|
| 10,227 |
|
| 76.9% |
Revenues
Domestic site leasing revenues increased $6.1 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 60 towers acquired and 40 towers built since January 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.
International site leasing revenues decreased $12.8 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $11.0 million. This change was primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators, (2) revenues from 4,799 towers acquired (including 4,644 towers under the deal with Millicom) and 603 towers built since January 1, 2024, and (3) an increase in reimbursable pass-through expenses, partially offset by lease non-renewals, tower divestitures, and a decrease in non-cash straight line revenue. Site
28
Table of Contents
leasing revenue in Brazil represented 13.6% 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 increased $51.6 million for the six months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.
Operating Profit
Domestic site leasing segment operating profit decreased $0.1 million for the six months ended June 30, 2025, as compared to the prior year. This change was primarily due to higher domestic site leasing revenues as noted above offset by the incremental costs associated with towers acquired and built since January 1, 2024.
International site leasing segment operating profit decreased $11.7 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $5.4 million. This change was primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.
Site development segment operating profit increased $10.2 million for the six months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.
Selling, General, and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 62,522 |
| $ | 67,956 |
| $ | — |
| $ | (5,434) |
|
| (8.0%) |
International site leasing |
|
| 38,227 |
|
| 31,483 |
|
| (1,907) |
|
| 8,651 |
|
| 27.5% |
Total site leasing |
| $ | 100,749 |
| $ | 99,439 |
| $ | (1,907) |
| $ | 3,217 |
|
| 3.2% |
Site development |
|
| 6,280 |
|
| 7,370 |
|
| — |
|
| (1,090) |
|
| (14.8%) |
Other |
|
| 30,212 |
|
| 24,265 |
|
| — |
|
| 5,947 |
|
| 24.5% |
Total |
| $ | 137,241 |
| $ | 131,074 |
| $ | (1,907) |
| $ | 8,074 |
|
| 6.2% |
Selling, general, and administrative expenses increased $6.2 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $8.1 million. These changes were driven primarily by an increase in personnel and other support related costs and a $4.9 million bad debt reserve recorded in the second quarter of 2025, partially offset by a decrease in non-cash compensation expense.
Asset Impairment and Decommission Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 35,141 |
| $ | 43,738 |
| $ | — |
| $ | (8,597) |
|
| (19.7%) |
International site leasing |
|
| 46,406 |
|
| 31,097 |
|
| (2,405) |
|
| 17,714 |
|
| 57.0% |
Total site leasing |
| $ | 81,547 |
| $ | 74,835 |
| $ | (2,405) |
| $ | 9,117 |
|
| 12.2% |
Other |
|
| 710 |
|
| 423 |
|
| — |
|
| 287 |
|
| 67.8% |
Total |
| $ | 82,257 |
| $ | 75,258 |
| $ | (2,405) |
| $ | 9,404 |
|
| 12.5% |
Domestic asset impairment and decommission costs decreased $8.6 million for the six months ended June 30, 2025, as compared to the prior year. This change was primarily as a result of a decrease in tower and equipment related decommission costs.
International asset impairment and decommission costs increased $15.3 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $17.7 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, partially offset by a decrease in tower and equipment related decommission costs.
29
Table of Contents
Depreciation, Accretion, and Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 73,584 |
| $ | 74,215 |
| $ | — |
| $ | (631) |
|
| (0.9%) |
International site leasing |
|
| 55,772 |
|
| 61,286 |
|
| (4,385) |
|
| (1,129) |
|
| (1.8%) |
Total site leasing |
| $ | 129,356 |
| $ | 135,501 |
| $ | (4,385) |
| $ | (1,760) |
|
| (1.3%) |
Site development |
|
| 1,721 |
|
| 1,872 |
|
| — |
|
| (151) |
|
| (8.1%) |
Other |
|
| 3,935 |
|
| 3,556 |
|
| — |
|
| 379 |
|
| 10.7% |
Total |
| $ | 135,012 |
| $ | 140,929 |
| $ | (4,385) |
| $ | (1,532) |
|
| (1.1%) |
Depreciation, accretion, and amortization expense decreased $5.9 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $1.5 million. 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, 2024.
Operating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Domestic site leasing |
| $ | 611,332 |
| $ | 598,948 |
| $ | — |
| $ | 12,384 |
|
| 2.1% |
International site leasing |
|
| 77,698 |
|
| 103,075 |
|
| (8,275) |
|
| (17,102) |
|
| (16.6%) |
Total site leasing |
| $ | 689,030 |
| $ | 702,023 |
| $ | (8,275) |
| $ | (4,718) |
|
| (0.7%) |
Site development |
|
| 15,517 |
|
| 4,049 |
|
| — |
|
| 11,468 |
|
| 283.2% |
Other |
|
| (34,857) |
|
| (28,244) |
|
| — |
|
| (6,613) |
|
| 23.4% |
Total |
| $ | 669,690 |
| $ | 677,828 |
| $ | (8,275) |
| $ | 137 |
|
| 0.0% |
Domestic site leasing operating income increased $12.4 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to decreases in asset impairment and decommission costs and selling, general, and administrative expenses.
International site leasing operating income decreased $25.4 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $17.1 million. These changes were primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by higher segment operating profit.
Site development operating income increased $11.5 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity.
Other operating expense, net increased $6.6 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Interest income |
| $ | 18,935 |
| $ | 14,360 |
| $ | (481) |
| $ | 5,056 |
|
| 35.2% |
Interest expense |
|
| (223,805) |
|
| (193,921) |
|
| 45 |
|
| (29,929) |
|
| 15.4% |
Non-cash interest expense |
|
| (9,581) |
|
| (15,523) |
|
| 1 |
|
| 5,941 |
|
| (38.3%) |
Amortization of deferred financing fees |
|
| (10,849) |
|
| (10,221) |
|
| — |
|
| (628) |
|
| 6.1% |
Loss from extinguishment of debt, net |
|
| — |
|
| (4,428) |
|
| — |
|
| 4,428 |
|
| (100.0%) |
Other income (expense), net |
|
| 76,286 |
|
| (149,511) |
|
| 247,159 |
|
| (21,362) |
|
| 918.0% |
Total |
| $ | (149,014) |
| $ | (359,244) |
| $ | 246,724 |
| $ | (36,494) |
|
| 17.2% |
30
Table of Contents
Interest income increased $4.6 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, interest income increased $5.1 million. These changes were primarily due to a higher balance of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, partially offset by a decrease in interest received on a loan to an unconsolidated joint venture.
Interest expense increased $29.9 million for the six months ended June 30, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.
Non-cash interest expense decreased $5.9 million for the six months ended June 30, 2025, 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 2025.
Loss from extinguishment of debt, net was $4.4 million for the six months ended June 30, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.
Other income (expense), net includes a $99.9 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and a $18.3 million loss on sale of assets for the six months ended June 30, 2025 (which is inclusive of a $29.1 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations). The prior year period included a $143.3 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.
Provision for Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Provision for income taxes |
| $ | (77,078) |
| $ | (4,590) |
| $ | (82,728) |
| $ | 10,240 |
|
| (18.9%) |
Provision for income taxes increased $72.5 million for the six months ended June 30, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $10.2 million. This change was primarily due to a decrease in foreign deferred taxes, partially offset by an increase in domestic deferred taxes.
Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Net income |
| $ | 443,598 |
| $ | 313,994 |
| $ | 155,721 |
| $ | (26,117) |
|
| (6.3%) |
Net income increased $129.6 million for the six months ended June 30, 2025, as compared to the prior year. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in other income, net, domestic site leasing operating income, site development operating income, and interest income and decreases in non-cash interest expense and loss from extinguishment of debt, partially offset by increases in provision for income taxes, interest expense, and other operating expense and the impact of foreign currency exchange rates on those items.
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
31
Table of Contents
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.
Management uses Adjusted EBITDA in evaluating, and believes that it is useful to investors in evaluating, the profitability of our operations and to evaluate our performance 1) from period to period and (2) compared to our competitors, by removing 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. In addition, Adjusted EBITDA is a widely used performance measure across the telecommunications real estate sector and management believes that it allows investors to evaluate our comparative performance without regard to items such as depreciation, amortization and accretion, which can vary across different companies depending upon accounting methods and the book value of assets. 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.
32
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Net income |
| $ | 225,694 |
| $ | 159,452 |
| $ | 93,987 |
| $ | (27,745) |
|
| (12.2%) |
Non-cash straight-line leasing revenue |
|
| (647) |
|
| (5,466) |
|
| (236) |
|
| 5,055 |
|
| (92.5%) |
Non-cash straight-line ground lease expense |
|
| (1,418) |
|
| (2,988) |
|
| (6) |
|
| 1,576 |
|
| (52.7%) |
Non-cash compensation |
|
| 21,516 |
|
| 18,598 |
|
| (33) |
|
| 2,951 |
|
| 15.9% |
Other (income) expense, net |
|
| (44,123) |
|
| 104,859 |
|
| (147,653) |
|
| (1,329) |
|
| (96.4%) |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| 5,887 |
|
| 6,574 |
|
| (31) |
|
| (656) |
|
| (10.0%) |
Asset impairment and decommission costs |
|
| 45,231 |
|
| 31,610 |
|
| (466) |
|
| 14,087 |
|
| 44.6% |
Interest income |
|
| (8,155) |
|
| (7,046) |
|
| 236 |
|
| (1,345) |
|
| 19.1% |
Interest expense (1) |
|
| 126,306 |
|
| 109,542 |
|
| (26) |
|
| 16,790 |
|
| 15.3% |
Depreciation, accretion, and amortization |
|
| 69,964 |
|
| 64,179 |
|
| (1,491) |
|
| 7,276 |
|
| 11.3% |
Provision (benefit) for income taxes (2) |
|
| 35,229 |
|
| (12,250) |
|
| 50,422 |
|
| (2,943) |
|
| (12.7%) |
Adjusted EBITDA |
| $ | 475,484 |
| $ | 467,064 |
| $ | (5,297) |
| $ | 13,717 |
|
| 2.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended |
|
|
|
|
|
|
| Constant | |||||
|
| June 30, |
| Foreign |
| Constant |
| Currency | |||||||
|
| 2025 |
| 2024 |
| Currency Impact |
| Currency Change |
| % Change | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
|
| ||||||||||
Net income |
| $ | 443,598 |
| $ | 313,994 |
| $ | 155,721 |
| $ | (26,117) |
|
| (6.3%) |
Non-cash straight-line leasing revenue |
|
| (1,928) |
|
| (9,558) |
|
| (299) |
|
| 7,929 |
|
| (83.0%) |
Non-cash straight-line ground lease expense |
|
| (3,086) |
|
| (6,371) |
|
| (27) |
|
| 3,312 |
|
| (52.0%) |
Non-cash compensation |
|
| 37,229 |
|
| 40,067 |
|
| (193) |
|
| (2,645) |
|
| (6.6%) |
Loss from extinguishment of debt, net |
|
| — |
|
| 4,428 |
|
| — |
|
| (4,428) |
|
| (100.0%) |
Other (income) expense, net |
|
| (76,286) |
|
| 149,511 |
|
| (247,159) |
|
| 21,362 |
|
| (918.0%) |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| 13,266 |
|
| 13,991 |
|
| (114) |
|
| (611) |
|
| (4.4%) |
Asset impairment and decommission costs |
|
| 82,257 |
|
| 75,258 |
|
| (2,405) |
|
| 9,404 |
|
| 12.5% |
Interest income |
|
| (18,935) |
|
| (14,360) |
|
| 481 |
|
| (5,056) |
|
| 35.2% |
Interest expense (1) |
|
| 244,235 |
|
| 219,665 |
|
| (46) |
|
| 24,616 |
|
| 11.2% |
Depreciation, accretion, and amortization |
|
| 135,012 |
|
| 140,929 |
|
| (4,385) |
|
| (1,532) |
|
| (1.1%) |
Provision for income taxes (2) |
|
| 77,412 |
|
| 4,921 |
|
| 82,724 |
|
| (10,233) |
|
| (18.8%) |
Adjusted EBITDA |
| $ | 932,774 |
| $ | 932,475 |
| $ | (15,702) |
| $ | 16,001 |
|
| 1.7% |
(1)Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
(2)Includes franchise and gross receipts taxes reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.
Adjusted EBITDA increased $8.4 million for the three months ended June 30, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $13.7 million. These changes were primarily due to increases in site leasing segment and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.
Adjusted EBITDA increased $0.3 million for the six months ended June 30, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $16.0 million. These changes were primarily due to increases in site leasing segment and site development segment operating profit, partially offset by 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
33
Table of Contents
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 six months ended June 30, | ||||
|
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Cash provided by operating activities |
| $ | 669,273 |
| $ | 720,046 |
Cash used in investing activities |
|
| (342,696) |
|
| (206,518) |
Cash used in financing activities |
|
| (1,440,413) |
|
| (467,935) |
Change in cash, cash equivalents, and restricted cash |
|
| (1,113,836) |
|
| 45,593 |
Effect of exchange rate changes on cash, cash equiv., and restricted cash |
|
| 13,702 |
|
| (13,395) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
| 1,400,657 |
|
| 250,946 |
Cash, cash equivalents, and restricted cash, end of period |
| $ | 300,523 |
| $ | 283,144 |
Operating Activities
Cash provided by operating activities was $669.3 million for the six months ended June 30, 2025 as compared to $720.0 million for the six months ended June 30, 2024. The decrease was primarily due to (1) increases in cash outflows associated with working capital changes related to the timing of customer payments, as well as increases in interest expense and cash selling, general, and administrative expenses and (2) a decrease in cash international site leasing segment operating profit. The decrease was partially offset by (1) increases in site development segment operating profit and interest income and (2) a decrease in tower and equipment decommission costs.
Investing Activities
A detail of our investing activities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the six months ended June 30, | ||||
|
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Acquisitions of towers and related assets |
| $ | (634,097) |
| $ | (38,194) |
Land buyouts and other assets (1) |
|
| (18,513) |
|
| (22,828) |
Construction and related costs |
|
| (47,151) |
|
| (57,884) |
Augmentation and tower upgrades |
|
| (26,808) |
|
| (26,841) |
Tower maintenance |
|
| (25,218) |
|
| (20,800) |
General corporate |
|
| (2,861) |
|
| (2,319) |
Purchase of investments |
|
| (434,307) |
|
| (681,208) |
Proceeds from sale of investments |
|
| 685,840 |
|
| 651,650 |
Repayment (funding) of loan to unconsolidated joint venture |
|
| 115,000 |
|
| (5,500) |
Proceeds from sale of assets |
|
| 40,469 |
|
| — |
Other investing activities |
|
| 4,950 |
|
| (2,594) |
Net cash used in investing activities |
| $ | (342,696) |
| $ | (206,518) |
(1)Excludes $7.8 million and $9.3 million spent to extend ground lease terms for the six months ended June 30, 2025 and 2024, respectively. We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.
As of the date of this filing, approximately 2,500 sites related to the previously announced transaction with Millicom International Cellular S.A. (“Millicom”) remain under contract for approximately $391.0 million in cash. The remaining sites under contract have an estimated closing date of September 1, 2025; however, the ultimate closing is dependent upon regulatory approvals and other requirements and may differ from this date. In addition to the Millicom sites, we are under contract to purchase 13 communication sites for an aggregate consideration of $5.5 million in cash. We anticipate that these acquisitions will be closed by the end of the fourth quarter of 2025.
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Table of Contents
For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $53.0 million to $63.0 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 $1,255.0 million to $1,275.0 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 six months ended June 30, | ||||
|
| 2025 |
| 2024 | ||
|
|
|
|
|
|
|
|
| (in thousands) | ||||
Net borrowings (repayments) under Revolving Credit Facility (1) |
| $ | 80,000 |
| $ | (60,000) |
Proceeds from issuance of Term Loans, net of fees (1) |
|
| — |
|
| 2,274,815 |
Repayment of Term Loans (1) |
|
| (5,750) |
|
| (2,273,750) |
Repayment of Tower Securities (1) |
|
| (1,165,000) |
|
| — |
Repurchase and retirement of common stock (2) |
|
| (130,696) |
|
| (200,019) |
Payment of dividends on common stock |
|
| (241,640) |
|
| (213,464) |
Proceeds from employee stock purchase/stock option plans |
|
| 48,884 |
|
| 21,302 |
Payments related to taxes on stock options and restricted stock units |
|
| (24,695) |
|
| (18,061) |
Other financing activities |
|
| (1,516) |
|
| 1,242 |
Net cash used in financing activities |
| $ | (1,440,413) |
| $ | (467,935) |
(1)For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.
(2)Subsequent to June 30, 2025, we purchased 182 thousand shares of our Class A common stock for $41.4 million at an average price per share of $227.92. For additional information regarding our share repurchase activity, refer to Part II Item 2 under “Issuer Purchases of Equity Securities” below.
Dividends
For the six months ended June 30, 2025, 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 23, 2025 |
| March 13, 2025 |
| $1.11 |
| $122.3 million (1) |
| March 27, 2025 |
April 27, 2025 |
| May 22, 2025 |
| $1.11 |
| $119.4 million |
| June 17, 2025 |
(1)Amount reflected includes the payment of $2.4 million in dividend equivalents.
Dividends paid in 2025 were ordinary taxable dividends.
Subsequent to June 30, 2025, 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 |
|
|
|
|
|
|
|
August 3, 2025 |
| August 21, 2025 |
| $1.11 |
| September 18, 2025 |
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
35
Table of Contents
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 or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the six months ended June 30, 2025, we did not issue any shares of Class A common stock under this registration statement. As of June 30, 2025, 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. During the six months ended June 30, 2025, we did not issue any securities under our automatic shelf registration statement.
Debt Instruments and Debt Service Requirements
Senior Credit Agreement
As of June 30, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Revolving Credit Facility under the Senior Credit Agreement
The key terms of the Revolving Credit Facility are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unused |
|
| Interest Rate |
| Commitment |
|
| as of |
| Fee as of |
|
| June 30, 2025 (1) |
| June 30, 2025 (2) |
|
|
|
|
|
Revolving Credit Facility |
| 5.405% |
| 0.140% |
(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, 2024.
(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.
The table below summarizes our Revolving Credit Facility activity during the three and six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
|
|
|
|
|
|
|
|
| ||||
|
| (in thousands) | ||||||||||
Beginning outstanding balance |
| $ | — |
| $ | 195,000 |
| $ | — |
| $ | 180,000 |
Borrowings |
|
| 80,000 |
|
| 70,000 |
|
| 80,000 |
|
| 195,000 |
Repayments |
|
| — |
|
| (145,000) |
|
| — |
|
| (255,000) |
Ending outstanding balance |
| $ | 80,000 |
| $ | 120,000 |
| $ | 80,000 |
| $ | 120,000 |
Subsequent to June 30, 2025, we borrowed $25.0 million and repaid $70.0 million under the Revolving Credit Facility, and as of the date of this filing, $35.0 million was outstanding.
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Table of Contents
Term Loan under the Senior Credit Agreement
2024 Term Loan
During the six months ended June 30, 2025, we repaid an aggregate of $5.75 million of principal on the 2024 Term Loan. As of June 30, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of June 30, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 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 9,510 tower sites owned by the Borrowers as of June 30, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.
The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
| Issue Date |
|
| Amount Outstanding |
|
| Interest |
|
| Anticipated Repayment Date |
|
| Final Maturity Date |
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 |
2024-1C Tower Securities |
| Oct. 11, 2024 |
|
| $1,450.0 |
|
| 4.831% |
|
| Oct. 9, 2029 |
|
| Oct. 8, 2054 |
2024-2C Tower Securities (2) |
| Oct. 11, 2024 |
|
| $620.0 |
|
| 4.654% |
|
| Oct. 8, 2027 |
|
| Oct. 8, 2054 |
(1)Interest paid monthly.
(2)The interest rate reflected is the all-in fixed rate which includes the impact of our treasury lock agreement entered on September 11, 2024. The treasury lock agreement fixed the three-year treasury rate at 3.3985% for $620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrue interest at 5.115%.
Risk Retention Tower Securities
The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
| Issue Date |
|
| Amount Outstanding |
|
| Interest |
|
| Anticipated Repayment Date |
|
| Final Maturity Date |
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 |
2024-1R Tower Securities |
| Oct. 11, 2024 |
|
| $108.7 |
|
| 6.252% |
|
| Oct. 9, 2029 |
|
| Oct. 8, 2054 |
(1)Interest paid monthly.
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Table of Contents
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 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation.
Debt Covenants
As of June 30, 2025, 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 June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes |
| Issue Date |
| Amount Outstanding |
| 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, 2025 |
2021 Senior Notes |
| Jan. 29, 2021 |
| $1,500.0 |
| 3.125% |
| Feb. 1, 2029 |
| Feb. 1 & Aug. 1 |
| Feb. 1, 2025 |
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 June 30, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.
The following table illustrates our estimate of our debt service requirement over the next twelve months ended June 30, 2026 based on the amounts outstanding as of June 30, 2025 and the interest rates accruing on those amounts on such date:
|
|
|
|
|
|
|
|
|
| (in thousands) | |
Revolving Credit Facility (1) |
| $ | 7,012 |
2024 Term Loan (2) |
|
| 148,542 |
2020-1C Tower Securities |
|
| 757,700 |
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 |
2024-1C Tower Securities |
|
| 70,510 |
2024-2C Tower Securities |
|
| 29,052 |
2020 Senior Notes |
|
| 58,125 |
2021 Senior Notes |
|
| 46,875 |
Total debt service for the next 12 months |
| $ | 1,247,951 |
(1)As of June 30, 2025, $80.0 million was outstanding under the Revolving Credit Facility. Subsequent to June 30, 2025, we borrowed $25.0 million and repaid $70.0 million under the Revolving Credit Facility, and as of the date of this filing, $35.0 million was outstanding.
(2)Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swaps which collectively swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165%.
Inflation
The impact of inflation on our operations has not been material to date. However, the impact of higher interest rates has impacted, and is expected to continue to impact, our growth rate and future operating results. Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels
38
Table of Contents
to expand their networks, which could 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 and Africa, 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.
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 June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 |
| Thereafter |
| Total |
| Fair Value | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) | ||||||||||||||||||||||
Revolving Credit Facility |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 80,000 |
| $ | — |
| $ | 80,000 |
| $ | 80,000 |
2024 Term Loan |
|
| 17,250 |
|
| 23,000 |
|
| 23,000 |
|
| 23,000 |
|
| 23,000 |
|
| 2,167,750 |
|
| 2,277,000 |
|
| 2,288,385 |
2020-1C Tower Securities (1) |
|
| — |
|
| 750,000 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 750,000 |
|
| 724,995 |
2020-2C Tower Securities (1) |
|
| — |
|
| — |
|
| — |
|
| 600,000 |
|
| — |
|
| — |
|
| 600,000 |
|
| 515,604 |
2021-1C Tower Securities (1) |
|
| — |
|
| 1,165,000 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,165,000 |
|
| 1,006,886 |
2021-2C Tower Securities (1) |
|
| — |
|
| — |
|
| 895,000 |
|
| — |
|
| — |
|
| — |
|
| 895,000 |
|
| 762,665 |
2021-3C Tower Securities (1) |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 895,000 |
|
| 895,000 |
|
| 678,168 |
2022-1C Tower Securities (1) |
|
| — |
|
| — |
|
| — |
|
| 850,000 |
|
| — |
|
| — |
|
| 850,000 |
|
| 870,077 |
2024-1C Tower Securities (1) |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,450,000 |
|
| — |
|
| 1,450,000 |
|
| 1,451,204 |
2024-2C Tower Securities (1) |
|
| — |
|
| — |
|
| 620,000 |
|
| — |
|
| — |
|
| — |
|
| 620,000 |
|
| 623,243 |
2020 Senior Notes |
|
| — |
|
| — |
|
| 1,500,000 |
|
| — |
|
| — |
|
| — |
|
| 1,500,000 |
|
| 1,478,670 |
2021 Senior Notes |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,500,000 |
|
| — |
|
| 1,500,000 |
|
| 1,417,500 |
Total debt obligation |
| $ | 17,250 |
| $ | 1,938,000 |
| $ | 3,038,000 |
| $ | 1,473,000 |
| $ | 3,053,000 |
| $ | 3,062,750 |
| $ | 12,582,000 |
| $ | 11,897,397 |
(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 2024 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. 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.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of June 30, 2025. As of June 30, 2025, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 1.4% for the six months ended June 30, 2025.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, South Africa, 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, and South Africa, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In 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 loss, net. For the six months ended June 30, 2025, approximately 20.0% of our revenues and approximately 29.9% 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 June 30, 2025. As of June 30, 2025, the analysis indicated that such an adverse movement
39
Table of Contents
would have caused our revenues and operating income to decline by approximately 1.1% and 0.6%, respectively, for the six months ended June 30, 2025.
As of June 30, 2025, 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 June 30, 2025 would have resulted in approximately $104.0 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the six months ended June 30, 2025.
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 including our expectations and beliefs regarding:
•the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;
•our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;
•the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results, including churn;
•our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;
•our strategies for growing, and ability to grow, our cash flows;
•core leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;
•our site leasing business being characterized by stable and long-term recurring revenues;
•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;
•that we will be able to continue to secure rights to the land underlying our towers, and the impact of such strategy on our financial and operational results;
•the timing for closing of pending acquisitions, including the Millicom transaction;
•the timing for closing, and anticipated benefits of, the disposition of our Canadian assets;
•our future liquidity requirements, including our debt service in 2024, and our ability to meet such requirements with 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;
•our election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;
•our capital allocation strategies and the impact of these strategies on our future financial and operational results including 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;
•the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and
•the impact of certain tax and accounting matters on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. 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:
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•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 churn based on prior and future consolidation among wireless service providers;
•the ability of EchoStar to become and compete as a nationwide carrier;
•the impact of high 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 competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;
•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 economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets;
•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 the issues that arise in connection with the building of new towers;
•our ability to compete 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;
•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 and to utilize available NOLs to reduce REIT taxable income;
•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; and
•other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.
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 June 30, 2025. Based on such evaluation, such officers have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.
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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 second quarter of 2025:
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| Total |
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| Total Number of Shares |
| Approximate Dollar Value | ||
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| Number |
| Average |
| Purchased as Part of |
| of Shares that May Yet Be | ||
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| of Shares |
| Price Paid |
| Publicly Announced |
| Purchased Under the | ||
Period |
| Purchased |
| Per Share |
| Plans or Programs (1) |
| Plans or Programs | ||
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4/1/2025 - 4/30/2025 |
| 582,746 |
| $ | 210.87 |
| 582,746 |
| $ | 81,843,794 |
5/1/2025 - 5/31/2025 |
| — |
| $ | — |
| — |
| $ | 1,500,000,000 |
6/1/2025 - 6/30/2025 |
| 34,775 |
| $ | 224.32 |
| 34,775 |
| $ | 1,492,199,197 |
Total |
| 617,521 |
| $ | 211.63 |
| 617,521 |
| $ | 1,492,199,197 |
(1)On April 27, 2025, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.5 billion of our outstanding Class A common stock (the “Repurchase Plan”). As of the date of this filing, we had $1.45 billion 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
10b5-1 Trading Plans
During the three months ended June 30, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors
ITEM 6. EXHIBITS
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Exhibit No. | Description of Exhibits |
31.1 | Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
32.2 | Certification by Marc Montagner, 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
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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.
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| SBA COMMUNICATIONS CORPORATION |
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August 7, 2025 | /s/ Brendan T. Cavanagh |
| Brendan T. Cavanagh |
| Chief Executive Officer |
| (Duly Authorized Officer) |
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August 7, 2025 | /s/ Marc Montagner |
| Marc Montagner |
| Chief Financial Officer |
| (Principal Financial Officer) |
s
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