# SBA COMMUNICATIONS CORP (SBAC) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from SBA COMMUNICATIONS CORP's 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231x10k.htm
Accession: 0001034054-24-000002
Filing date: 2024-02-28
Report date: 2023-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/SBAC/
All MD&A years: /company/SBAC/mda/
Previous year: /company/SBAC/mda/fy2022/ (FY 2022)
Next year: /company/SBAC/mda/fy2024/ (FY 2024)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. Our actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors.

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 97.4% of our total segment operating profit for the year ended December 31, 2023. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of December 31, 2023, we owned 39,618 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, South Africa, the Philippines, and Tanzania. As of December 31, 2023, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, 2023. In addition, as of December 31, 2023, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

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We derive site leasing revenues from all the major carriers in each of the 15 countries in which we operate. Our tenant leases are either (1) individual tenant site leases by tower site or (2) governed by master lease agreements which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a master lease agreement 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

•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 typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of December 31, 2023, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. 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 our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Colombia, Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 15 of our Consolidated Financial Statements included in this annual report.

[[GREPCENT_TABLE]]
[["","","For the year ended"],["Segment operating profit as a percentage of","","December 31,"],["total operating profit","","2023","","2022","","2021"],["Domestic site leasing","","","75.2%","","","77.0%","","","80.7%"],["International site leasing","","","22.2%","","","19.2%","","","16.7%"],["Total site leasing","","","97.4%","","","96.2%","","","97.4%"]]
[[/GREPCENT_TABLE]]

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 prior to the end of its term) 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 minutes of network use and data transfer, network expansion, and network coverage requirements.

During 2024, we expect organic site leasing revenue in both our domestic and international segments to increase over 2023 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically

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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.

During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal of certain leases as a result of this merger. We currently expect that this churn will represent an aggregate of between $125.0 million and $150.0 million of cash site leasing revenue from 2024 through 2028. The aggregate churn estimate includes both overlapping and adjacent Sprint leases.

Site Development

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

For information regarding our operating segments, see Note 15 of our Consolidated Financial Statements included in this annual report.

Capital Allocation Strategy

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

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

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

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

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes below 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 of our Consolidated Financial Statements for the year ended December 31, 2023, included herein. 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

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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.

Our significant accounting policies are described in Note 2 of our Consolidated Financial Statements included in this annual report. There have been no material changes to our significant accounting policies during the year ended December 31, 2023. We are in the process of reviewing the remaining estimated useful lives of our towers and intangible assets and are considering, for U.S. GAAP purposes, whether we should modify our current estimates for asset lives based on our historical operating experience. We have retained an independent consultant to assist in completing this review and analysis. We currently depreciate our towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which we have historically estimated to be 15 years. Additionally, certain of our intangible assets are amortized on a similar basis to our tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers. If we conclude that a revision in the estimated useful lives of our towers and intangible assets is appropriate based on our review and analysis, we will account for any changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change. Based on preliminary information obtained to date, we expect that our estimated asset lives may be extended, which would result in prospective (i) decreases in depreciation and amortization and (ii) increases in the right of use asset and operating lease liability, and such changes could be material to future depreciation and amortization and our consolidated results of operations. We expect to conclude our analysis in the first quarter of 2024.

Revenue Recognition and Accounts Receivable

Site leasing revenues

Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five years to fifteen years. Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenue from site leasing represents 93% of our total revenue for the year ended December 31, 2023.

Site development revenues

Site development projects in which we perform consulting services include contracts on a fixed price basis that are billed at contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs incurred. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on our Consolidated Balance Sheets.

Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Refer to Note 5 in our Consolidated Financial Statements included in this annual report for further detail of costs and estimated earnings in excess of billings on uncompleted contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.

The site development segment represents approximately 7% of our total revenues for the year ended December 31, 2023. We account for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers. Payment terms do not result in any significant financing arrangements. Furthermore, these contracts do not typically include variable consideration; therefore, the transaction price that is recognized over time is generally the amount of the total contract.

Accounts receivable

The accounts receivable balance for the years ended December 31, 2023 and 2022 was $182.7 million and $184.4 million, respectively, of which $32.3 million and $59.6 million related to the site development segment, respectively. We perform periodic credit evaluations of our customers. In addition, we monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable. Refer to Note 15 in our Consolidated Financial Statements included in this annual report for further detail of the site development segment.

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Lease Accounting

ASU No. 2016-02, Leases (“Topic 842”) requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. We have elected not to separate nonlease components from the associated lease component for all underlying classes of assets. In order to calculate our lease liability, we make certain assumptions related to lease term and discount rate. To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under the existing lease arrangements on such site. For the discount rate, we use the rate implicit in the lease when available to discount lease payments to present value. However, our ground leases and other property interests generally do not provide a readily determinable implicit rate. Therefore, we estimate the incremental borrowing rate to discount lease payments based on the lease term and lease currency. We use publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Refer to Note 2 in our Consolidated Financial Statements included in this annual report for further discussion on lease accounting.

Reference Rate Reform

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

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.

Year Ended 2023 Compared to Year Ended 2022

Revenues and Segment Operating Profit:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["Revenues","","(in thousands)"],["Domestic site leasing","","$","1,846,554","","$","1,777,593","","$","\u2014","","$","68,961","","","3.9%"],["International site leasing","","","670,381","","","558,982","","","1,978","","","109,421","","","19.6%"],["Site development","","","194,649","","","296,879","","","\u2014","","","(102,230)","","","(34.4%)"],["Total","","$","2,711,584","","$","2,633,454","","$","1,978","","$","76,152","","","2.9%"],["Cost of Revenues"],["Domestic site leasing","","$","268,572","","$","264,149","","$","\u2014","","$","4,423","","","1.7%"],["International site leasing","","","204,115","","","181,536","","","(129)","","","22,708","","","12.5%"],["Site development","","","139,935","","","222,965","","","\u2014","","","(83,030)","","","(37.2%)"],["Total","","$","612,622","","$","668,650","","$","(129)","","$","(55,899)","","","(8.4%)"],["Operating Profit"],["Domestic site leasing","","$","1,577,982","","$","1,513,444","","$","\u2014","","$","64,538","","","4.3%"],["International site leasing","","","466,266","","","377,446","","","2,107","","","86,713","","","23.0%"],["Site development","","","54,714","","","73,914","","","\u2014","","","(19,200)","","","(26.0%)"]]
[[/GREPCENT_TABLE]]

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Revenues

Domestic site leasing revenues increased $69.0 million for the year ended December 31, 2023, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments (due in part to the new MLA with AT&T) for additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 135 towers acquired and 22 towers built since January 1, 2022, partially offset by lease non-renewals.

International site leasing revenues increased $111.4 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $109.4 million. These changes were primarily due to (1) revenues from 3,301 towers acquired (including 2,632 sites from GTS in Brazil) and 779 towers built since January 1, 2022, (2) an increase in reimbursable pass-through expenses due primarily to increases in consumer price index escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 15.6% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues decreased $102.2 million for the year ended December 31, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Operating Profit

Domestic site leasing segment operating profit increased $64.5 million for the year ended December 31, 2023, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2022, (2) organic site leasing growth as noted above, and (3) continued control of our site leasing cost of revenue.

International site leasing segment operating profit increased $88.8 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $86.7 million. These changes were primarily due to (1) additional profit generated by towers acquired and built since January 1, 2022 and (2) organic site leasing growth as noted above.

Site development segment operating profit decreased $19.2 million for the year ended December 31, 2023, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.

Selling, General, and Administrative Expenses:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Domestic site leasing","","$","121,782","","$","122,532","","$","\u2014","","$","(750)","","","(0.6%)"],["International site leasing","","","66,619","","","62,911","","","(242)","","","3,950","","","6.3%"],["Total site leasing","","$","188,401","","$","185,443","","$","(242)","","$","3,200","","","1.7%"],["Site development","","","21,316","","","22,911","","","\u2014","","","(1,595)","","","(7.0%)"],["Other","","","58,219","","","53,499","","","\u2014","","","4,720","","","8.8%"],["Total","","$","267,936","","$","261,853","","$","(242)","","$","6,325","","","2.4%"]]
[[/GREPCENT_TABLE]]

Selling, general, and administrative expenses increased $6.1 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $6.3 million. These changes were primarily as a result of an increase in personnel, and other support related costs and the $3.1 million Oi reserve recorded in 2023, partially offset by a decrease in non-cash compensation expense.

‎

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Acquisition and New Business Initiatives Related Adjustments and Expenses:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Domestic site leasing","","$","10,725","","$","13,280","","$","\u2014","","$","(2,555)","","","(19.2%)"],["International site leasing","","","10,946","","","13,527","","","(141)","","","(2,440)","","","(18.0%)"],["Total","","$","21,671","","$","26,807","","$","(141)","","$","(4,995)","","","(18.6%)"]]
[[/GREPCENT_TABLE]]

Acquisition and new business initiatives related adjustments and expenses decreased $5.1 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, acquisition and new business initiatives related adjustments and expenses decreased $5.0 million for the year ended December 31, 2023. These changes were primarily as a result of lower new business initiative activity and a decrease in our third party acquisition and integration costs as compared to the prior year.

Asset Impairment and Decommission Costs:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Domestic site leasing","","$","138,699","","$","33,880","","$","\u2014","","$","104,819","","","309.4%"],["International site leasing","","","28,089","","","9,280","","","466","","","18,343","","","197.7%"],["Total site leasing","","$","166,788","","$","43,160","","$","466","","$","123,162","","","285.4%"],["Site development","","","372","","","\u2014","","","\u2014","","","372","","","\u2014%"],["Other","","","2,227","","","\u2014","","","\u2014","","","2,227","","","\u2014%"],["Total","","$","169,387","","$","43,160","","$","466","","$","125,761","","","291.4%"]]
[[/GREPCENT_TABLE]]

Asset impairment and decommission costs increased $126.2 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $125.8 million for the year ended December 31, 2023. These changes were primarily as a result of an increase in impairment charges resulting from the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint and Oi related churn), partially offset by a $45.1 million benefit from the reassessment of the lease terms. The reassessment resulted in an overall shortening of the lease term and a reduction to the lease liability and right-of-use asset. For further information regarding our asset impairment and decommission costs, see Note 3 of our Consolidated Financial Statements included in this report.

Depreciation, Accretion, and Amortization Expenses:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Domestic site leasing","","$","457,169","","$","489,072","","$","\u2014","","$","(31,903)","","","(6.5%)"],["International site leasing","","","248,758","","","209,563","","","1,375","","","37,820","","","18.0%"],["Total site leasing","","$","705,927","","$","698,635","","$","1,375","","$","5,917","","","0.8%"],["Site development","","","3,704","","","2,521","","","\u2014","","","1,183","","","46.9%"],["Other","","","6,678","","","6,420","","","\u2014","","","258","","","4.0%"],["Total","","$","716,309","","$","707,576","","$","1,375","","$","7,358","","","1.0%"]]
[[/GREPCENT_TABLE]]

Domestic site leasing depreciation, accretion, and amortization expense decreased $31.9 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2022.

International site leasing depreciation, accretion, and amortization expense increased $39.2 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $37.8 million. These changes were primarily due to the increase in the number of towers we acquired and built since January 1, 2022, partially offset by the impact of assets that became fully depreciated since the prior year period.

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Operating Income (Expense):

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Domestic site leasing","","$","849,607","","$","854,680","","$","\u2014","","$","(5,073)","","","(0.6%)"],["International site leasing","","","111,854","","","82,165","","","649","","","29,040","","","35.3%"],["Total site leasing","","$","961,461","","$","936,845","","$","649","","$","23,967","","","2.6%"],["Site development","","","29,322","","","48,482","","","\u2014","","","(19,160)","","","(39.5%)"],["Other","","","(67,124)","","","(59,919)","","","\u2014","","","(7,205)","","","12.0%"],["Total","","$","923,659","","$","925,408","","$","649","","$","(2,398)","","","(0.3%)"]]
[[/GREPCENT_TABLE]]

Domestic site leasing operating income decreased $5.1 million for the year ended December 31, 2023, as compared to the prior year, primarily due to an increase in asset impairment and decommission costs, partially offset by higher segment operating profit and decreases in depreciation, accretion, and amortization expense and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $29.7 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $29.0 million. These changes were primarily due to higher segment operating profit and a decrease in acquisition and new business initiatives related adjustments and expenses, partially offset by increases in depreciation, accretion, and amortization expense, asset impairment and decommission costs, and selling, general, and administrative expenses.

Site development operating income decreased $19.2 million for the year ended December 31, 2023, as compared to the prior year, primarily due to lower segment operating profit driven by lower activity from T-Mobile and DISH Wireless and an increase in depreciation, accretion, and amortization expense, partially offset by a decrease in selling, general, and administrative expenses.

Other operating expense increased $7.2 million for the year ended December 31, 2023, as compared to the prior year, primarily due to increases in selling, general, and administrative expenses and asset impairment and decommission costs.

Other Income (Expense):

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Interest income","","$","18,305","","$","10,133","","$","66","","$","8,106","","","80.0%"],["Interest expense","","","(400,373)","","","(353,784)","","","116","","","(46,705)","","","13.2%"],["Non-cash interest expense","","","(35,868)","","","(46,109)","","","1","","","10,240","","","(22.2%)"],["Amortization of deferred financing fees","","","(20,273)","","","(19,835)","","","\u2014","","","(438)","","","2.2%"],["Loss from extinguishment of debt, net","","","\u2014","","","(437)","","","\u2014","","","437","","","(100.0%)"],["Other income, net","","","63,053","","","10,467","","","60,190","","","(7,604)","","","125.3%"],["Total","","$","(375,156)","","$","(399,565)","","$","60,373","","$","(35,964)","","","8.6%"]]
[[/GREPCENT_TABLE]]

Interest income increased $8.2 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to interest received on a loan to an unconsolidated joint venture, a higher amount of interest-bearing deposits held, as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense increased $46.6 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to a higher weighted-average interest rate on our cash-interest bearing debt outstanding which remained flat year over year.

Non-cash interest expense decreased $10.2 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2023.

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Other income, net includes an $81.2 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and a $7.6 million loss on the sale of tower assets for the year ended December 31, 2023, while the prior year period included a $20.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.

Provision for Income Taxes:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Provision for income taxes","","$","(51,088)","","$","(66,044)","","$","(20,520)","","$","35,476","","","(59.4%)"]]
[[/GREPCENT_TABLE]]

Provision for income taxes decreased $15.0 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $35.5 million. These changes were primarily due to a decrease in deferred domestic taxes, partially offset by an increase in foreign current and deferred taxes.

Net Income:

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Net income","","$","497,415","","$","459,799","","$","40,502","","$","(2,886)","","","(0.6%)"]]
[[/GREPCENT_TABLE]]

Net income increased $37.6 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to fluctuations in foreign currency exchange rates including changes recorded on the remeasurement of the U.S. dollar denominated intercompany loans with foreign subsidiaries, decreases in provision for income taxes and non-cash interest expense and increases in operating income and interest income. This was partially offset by an increase in interest expense and a decrease in other income, net.

Year Ended 2022 Compared to Year Ended 2021

For a discussion of our 2022 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on March 1, 2023.

NON-GAAP FINANCIAL MEASURES

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

Adjusted EBITDA

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

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization, and accretion) from our financial results. Management also

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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.

[[GREPCENT_TABLE]]
[["","","For the year ended","","","","","","","","Constant"],["","","December 31,","","Foreign","","Constant","","Currency"],["","","2023","","2022","","Currency Impact","","Currency Change","","% Change"],["","","(in thousands)"],["Net income","","$","497,415","","$","459,799","","$","40,502","","$","(2,886)","","","(0.6%)"],["Non-cash straight-line leasing revenue","","","(25,206)","","","(38,675)","","","360","","","13,109","","","(33.9%)"],["Non-cash straight-line ground lease expense","","","(686)","","","2,653","","","(81)","","","(3,258)","","","(122.8%)"],["Non-cash compensation","","","87,919","","","99,909","","","(161)","","","(11,829)","","","(11.8%)"],["Loss from extinguishment of debt, net","","","\u2014","","","437","","","\u2014","","","(437)","","","(100.0%)"],["Other income, net","","","(63,053)","","","(10,467)","","","(60,190)","","","7,604","","","(125.3%)"],["Acquisition and new business initiatives"],["related adjustments and expenses","","","21,671","","","26,807","","","(141)","","","(4,995)","","","(18.6%)"],["Asset impairment and decommission costs","","","169,387","","","43,160","","","466","","","125,761","","","291.4%"],["Interest income","","","(18,305)","","","(10,133)","","","(66)","","","(8,106)","","","80.0%"],["Interest expense (1)","","","456,514","","","419,728","","","(117)","","","36,903","","","8.8%"],["Depreciation, accretion, and amortization","","","716,309","","","707,576","","","1,375","","","7,358","","","1.0%"],["Provision for income taxes (2)","","","51,885","","","68,183","","","20,524","","","(36,822)","","","(59.5%)"],["Adjusted EBITDA","","$","1,893,850","","$","1,768,977","","$","2,471","","$","122,402","","","6.9%"]]
[[/GREPCENT_TABLE]]

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

(2)Provision for income taxes includes $0.8 million and $2.1 million of franchise taxes for the year ended 2023 and 2022, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations.

Adjusted EBITDA increased $124.9 million for the year ended December 31, 2023, as compared to the prior year. On a constant currency basis, Adjusted EBITDA increased $122.4 million. These changes were primarily due to an increase in site leasing segment operating profit, partially offset by a decrease in site development segment operating profit and an increase in cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

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 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:

[[GREPCENT_TABLE]]
[["","","For the year ended December 31,"],["","","2023","","2022"],["","","(in thousands)"],["Cash provided by operating activities","","$","1,544,393","","$","1,285,700"],["Cash used in investing activities","","","(468,246)","","","(1,393,654)"],["Cash used in financing activities","","","(1,017,218)","","","(135,474)"],["Change in cash, cash equivalents, and restricted cash","","","58,929","","","(243,428)"],["Effect of exchange rate changes on cash, cash equiv., and restricted cash","","","2,734","","","(2,915)"],["Cash, cash equivalents, and restricted cash, beginning of year","","","189,283","","","435,626"],["Cash, cash equivalents, and restricted cash, end of year","","$","250,946","","$","189,283"]]
[[/GREPCENT_TABLE]]

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Operating Activities

Cash provided by operating activities was $1.5 billion for the year ended December 31, 2023 as compared to $1.3 billion for the year ended December 31, 2022. The increase was primarily due to an increase in cash inflows associated with working capital changes related to the timing of customer payments and increases in site leasing segment operating profit and interest income, partially offset by increases in cash interest expense, cash selling, general, and administrative expenses, and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit.

Investing Activities

A detail of our cash capital expenditures is as follows:

[[GREPCENT_TABLE]]
[["","","For the year ended"],["","","December 31,"],["","","2023","","2022"],["","","(in thousands)"],["Acquisitions of towers and related intangible assets (1)(2)","","$","(81,614)","","$","(489,888)"],["Acquisition of right-of-use assets (2)","","","(5,072)","","","(602,574)"],["Land buyouts and other assets (3)(4)","","","(43,275)","","","(83,630)"],["Construction and related costs","","","(98,128)","","","(103,461)"],["Augmentation and tower upgrades","","","(82,493)","","","(60,656)"],["Tower maintenance","","","(50,463)","","","(41,568)"],["General corporate","","","(5,614)","","","(8,758)"],["Other investing activities (5)","","","(101,587)","","","(3,119)"],["Net cash used in investing activities","","$","(468,246)","","$","(1,393,654)"]]
[[/GREPCENT_TABLE]]

(1)During the year ended December 31, 2022, we closed on 1,445 sites from Airtel Tanzania for $176.1 million.

(2)During the year ended December 31, 2022, we acquired 2,632 sites from GTS in Brazil for $728.2 million, net of working capital adjustments, of which $168.5 million is included in acquisitions of towers and related intangible assets and $559.8 million is included in acquisition of right of use assets.

(3)Excludes $17.6 million and $17.9 million spent to extend ground lease terms for the years ended December 31, 2023 and 2022, respectively.

(4)The year ended December 31, 2022 includes amounts paid related to the acquisition of a data center.

(5)The year ended December 31, 2023 includes $100.5 million of loan payments made to an unconsolidated joint venture.

Subsequent to December 31, 2023, we purchased or are under contract to purchase 281 communication sites for an aggregate consideration of $87.8 million in cash. We anticipate that these acquisitions will be consummated by the end of the third quarter of 2024.

For 2024, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $51.0 million to $61.0 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 $320.0 million to $340.0 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.

‎

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Financing Activities

A detail of our financing activities is as follows:

[[GREPCENT_TABLE]]
[["","","For the year ended December 31,"],["","","2023","","2022"],["","","(in thousands)"],["Net (repayments) borrowings under Revolving Credit Facility (1)","","$","(540,000)","","$","370,000"],["Proceeds from issuance of Tower Securities, net of fees (1)","","","\u2014","","","839,885"],["Repayment of Tower Securities (1)","","","\u2014","","","(640,000)"],["Repurchase and retirement of common stock (2)","","","(100,010)","","","(431,666)"],["Payment of dividends on common stock","","","(369,960)","","","(306,766)"],["Proceeds from employee stock purchase/stock option plans, net of taxes","","","16,715","","","28,345"],["Other financing activities","","","(23,963)","","","4,728"],["Net cash used in financing activities","","$","(1,017,218)","","$","(135,474)"]]
[[/GREPCENT_TABLE]]

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

(2)As of the date of this filing, we had $404.7 million remaining under the current authorized share repurchase plan.

For a discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on March 1, 2023.

Dividend

For the year ended December 31, 2023, we paid the following cash dividends:

[[GREPCENT_TABLE]]
[["","","Payable to Shareholders"],["","","of Record at the Close","","Cash Paid","","Aggregate Amount"],["Date Declared","","of Business on","","Per Share","","Paid","","Date Paid"],["February 20, 2023","","March 10, 2023","","$0.85","","$93.9 million","","March 24, 2023"],["April 30, 2023","","May 26, 2023","","$0.85","","$92.1 million","","June 21, 2023"],["July 30, 2023","","August 24, 2023","","$0.85","","$92.1 million","","September 20, 2023"],["November 1, 2023","","November 16, 2023","","$0.85","","$91.8 million","","December 14, 2023"]]
[[/GREPCENT_TABLE]]

Dividends paid in 2023 and 2022 were ordinary taxable dividends.

Subsequent to December 31, 2023, we declared the following cash dividends:

[[GREPCENT_TABLE]]
[["","","Payable to Shareholders","","Cash to"],["","","of Record at the Close","","be Paid"],["Date Declared","","of Business on","","Per Share","","Date to be Paid"],["February 26, 2024","","March 14, 2024","","$0.98","","March 28, 2024"]]
[[/GREPCENT_TABLE]]

The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Registration Statements

We have on file with the 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 year ended December 31, 2023, we did not issue any shares of Class A common stock under this registration statement. As of December 31, 2023, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

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We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. No securities were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Terms of the Senior Credit Agreement

The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days, and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

The Senior Credit Agreement permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and, if so, upon what terms. As of December 31, 2023, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

On July 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our 2018 Term Loan and Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

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

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

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion ($2.0 billion as amended February 23, 2024) aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of July 7, 2026 (January 25, 2029 as amended). Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated

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Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

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

[[GREPCENT_TABLE]]
[["","","","","Unused"],["","","Interest Rate","","Commitment"],["","","as of","","Fee as of"],["","","December 31, 2023 (1)","","December 31, 2023 (2)"],["Revolving Credit Facility","","6.435%","","0.140%"]]
[[/GREPCENT_TABLE]]

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

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

The table below summarizes the Revolving Credit Facility’s activity during the years ended December 31, 2023 and 2022 (in thousands):

[[GREPCENT_TABLE]]
[["","","For the year"],["","","ended December 31,"],["","","2023","","2022"],["Beginning outstanding balance","","$","720,000","","$","350,000"],["Borrowings","","","190,000","","","975,000"],["Repayments","","","(730,000)","","","(605,000)"],["Ending outstanding balance","","$","180,000","","$","720,000"]]
[[/GREPCENT_TABLE]]

Subsequent to December 31, 2023, we repaid $110.0 million under the Revolving Credit Facility, and as of the date of this filing, $70.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of December 31, 2023, the 2018 Term Loan was accruing interest at 7.210% per annum. On July 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. The amendment to Term SOFR includes a CSA of 0.10% which we include as part of interest expense. On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, retired the 2018 Term Loan using the proceeds from the issuance of the 2024 Term Loan.

Principal payments on the 2018 Term Loan were made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. We incurred financing fees of approximately $16.8 million in relation to this transaction, which were being amortized through the maturity date.

During the year ended December 31, 2023, we repaid an aggregate of $24.0 million of principal on the 2018 Term Loan. As of December 31, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

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2024 Term Loan

On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value. The proceeds from the 2024 Term Loan were used to retire our 2018 Term Loan and to pay related fees and expenses.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $5.75 million beginning on June 30, 2024. We incurred financing fees of approximately $19.5 million in relation to this transaction, which are being amortized through the maturity date.

Interest Rate Swaps

On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for an all-in fixed rate of 1.874% per annum through July 31, 2023.

On June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, amended our interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at one month Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through January 25, 2024 (the repayment date of the 2018 Term Loan and issuance date of the 2024 Term Loan). The swap will remain in effect under the 2024 Term Loan and will swap $1.95 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025. We concluded that the amendment to the interest rate swap qualifies for the relief provided by ASU 2021-01 and ASU 2022-06 and as such, have not de-designated our cash flow hedge.

On November 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum. The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of December 31, 2023, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). 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 9,892 tower sites owned by the Borrowers as of December 31, 2023. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities) or eighteen months (in the case of the components corresponding to the 2014-2C Tower Securities, 2020-2C Tower Securities, and 2021-3C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance with the formula set forth in the mortgage loan agreement.

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To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.

Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.

The table below sets forth the material terms of our outstanding Tower Securities as of December 31, 2023:

[[GREPCENT_TABLE]]
[["Security","","Issue Date","","","Amount Outstanding \u200e(in millions)","","","Interest Rate (1)","","","Anticipated Repayment Date","","","Final Maturity Date"],["2014-2C Tower Securities","","Oct. 15, 2014","","","$620.0","","","3.869%","","","Oct. 8, 2024","","","Oct. 8, 2049"],["2019-1C Tower Securities","","Sep. 13, 2019","","","$1,165.0","","","2.836%","","","Jan. 12, 2025","","","Jan. 12, 2050"],["2020-1C Tower Securities","","Jul. 14, 2020","","","$750.0","","","1.884%","","","Jan. 9, 2026","","","Jul. 11, 2050"],["2020-2C Tower Securities","","Jul. 14, 2020","","","$600.0","","","2.328%","","","Jan. 11, 2028","","","Jul. 9, 2052"],["2021-1C Tower Securities","","May 14, 2021","","","$1,165.0","","","1.631%","","","Nov. 9, 2026","","","May 9, 2051"],["2021-2C Tower Securities","","Oct. 27, 2021","","","$895.0","","","1.840%","","","Apr. 9, 2027","","","Oct. 10, 2051"],["2021-3C Tower Securities","","Oct. 27, 2021","","","$895.0","","","2.593%","","","Oct. 9, 2031","","","Oct. 10, 2056"],["2022-1C Tower Securities","","Nov. 23, 2022","","","$850.0","","","6.599%","","","Jan. 11, 2028","","","Nov. 9, 2052"]]
[[/GREPCENT_TABLE]]

(1)Interest paid monthly.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of December 31, 2023:

[[GREPCENT_TABLE]]
[["Security","","Issue Date","","","Amount Outstanding \u200e(in millions)","","","Interest Rate (1)","","","Anticipated Repayment Date","","","Final Maturity Date"],["2019-1R Tower Securities","","Sep. 13, 2019","","","$61.4","","","4.213%","","","Jan. 12, 2025","","","Jan. 12, 2050"],["2020-2R Tower Securities","","Jul. 14, 2020","","","$71.1","","","4.336%","","","Jan. 11, 2028","","","Jul. 9, 2052"],["2021-1R Tower Securities","","May 14, 2021","","","$61.4","","","3.598%","","","Nov. 9, 2026","","","May 9, 2051"],["2021-3R Tower Securities","","Oct. 27, 2021","","","$94.3","","","4.090%","","","Oct. 9, 2031","","","Oct. 10, 2056"],["2022-1R Tower Securities","","Nov. 23, 2022","","","$44.8","","","7.870%","","","Jan. 11, 2028","","","Nov. 9, 2052"]]
[[/GREPCENT_TABLE]]

(1)Interest paid monthly.

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To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities eliminate in consolidation.

Debt Covenants

As of December 31, 2023, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of December 31, 2023:

[[GREPCENT_TABLE]]
[["Senior Notes","","Issue Date","","Amount Outstanding \u200e(in millions)","","Interest Rate Coupon","","Maturity Date","","Interest Due Dates","","Optional Redemption Date"],["2020 Senior Notes","","Feb. 4, 2020","","$1,500.0","","3.875%","","Feb. 15, 2027","","Feb. 15 & Aug. 15","","Feb. 15, 2023"],["2021 Senior Notes","","Jan. 29, 2021","","$1,500.0","","3.125%","","Feb. 1, 2029","","Feb. 1 & Aug. 1","","Feb. 1, 2024"]]
[[/GREPCENT_TABLE]]

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. During the subsequent three twelve-month periods, the senior notes are redeemable, at our option, at reducing redemption prices based on the applicable interest rate coupon (as set forth in the indenture) plus accrued and unpaid interest. Subsequent to such date, the senior notes become redeemable until maturity at 100% of the principal plus accrued and unpaid interest.

Indentures Governing Senior Notes

The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness.

Debt Service

As of December 31, 2023, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement for the twelve months ended December 31, 2024 based on the amounts outstanding as of December 31, 2023 and the interest rates accruing on those amounts on such date (in thousands):

[[GREPCENT_TABLE]]
[["Revolving Credit Facility (1)","","$","13,431"],["2018 Term Loan (2)(3)","","","83,978"],["2014-2C Tower Securities","","","639,078"],["2019-1C Tower Securities","","","33,409"],["2020-1C Tower Securities","","","14,368"],["2020-2C Tower Securities","","","14,159"],["2021-1C Tower Securities","","","19,371"],["2021-2C Tower Securities","","","16,752"],["2021-3C Tower Securities","","","23,491"],["2022-1C Tower Securities","","","56,362"],["2020 Senior Notes","","","58,125"],["2021 Senior Notes","","","46,875"],["Total debt service for the next 12 months (4)","","$","1,019,399"]]
[[/GREPCENT_TABLE]]

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(1)As of December 31, 2023, $180.0 million was outstanding under the Revolving Credit Facility. Subsequent to December 31, 2023, we repaid $110.0 million under the Revolving Credit Facility, and as of the date of this filing, $70.0 million was outstanding.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest rate swaps amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through March 31, 2025.

(3)On January 25, 2024, we repaid in full the 2018 Term Loan with proceeds from the 2024 Term Loan.

(4)Our total debt service does not include any amounts for the 2024 Term Loan. Total debt service for the twelve months ended December 31, 2024 related to the 2024 Term Loan is projected to be $78.8 million, which reflects interest from January 25, 2024 (the issuance date of the 2024 Term Loan) and three quarterly installment payments.

Inflation

The impact of inflation on our operations has not been material to date. However, the impact of rising interest rates, due to actions by the Federal Reserve to combat inflation, has impacted, and is expected to continue to impact, our growth rate and future operating results. Increasing interest rates has impacted, and is expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which 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, South Africa, the Philippines, and Tanzania which have inflationary index based rent escalators.