Item 1. FINANCIAL STATEMENTS

Item 1. FINANCIAL STATEMENTS

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Payable to Shareholders

Cash to

of Record at the Close

be Paid

Date Declared

of Business on

Per Share

Date to be Paid

April 29, 2024

May 23, 2024

June 19, 2024

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)



	March 31,		December 31,
	2024		2023
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	240,309	$	208,547
Restricted cash		19,892		38,129
Accounts receivable, net		126,525		182,746
Costs and estimated earnings in excess of billings on uncompleted contracts		16,535		16,252
Prepaid expenses and other current assets		44,335		38,593
Total current assets		447,596		484,267
Property and equipment, net		2,709,681		2,711,719
Intangible assets, net		2,403,849		2,455,597
Operating lease right-of-use assets, net		2,185,851		2,240,781
Acquired and other right-of-use assets, net		1,441,750		1,473,601
Other assets		806,539		812,476
Total assets	$	9,995,266	$	10,178,441
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	45,761	$	42,202
Accrued expenses		77,035		92,622
Current maturities of long-term debt		1,805,395		643,145
Deferred revenue		161,127		235,668
Accrued interest		32,605		57,496
Current lease liabilities		270,318		273,464
Other current liabilities		21,048		18,662
Total current liabilities		2,413,289		1,363,259
Long-term liabilities:
Long-term debt, net		10,550,553		11,681,170
Long-term lease liabilities		1,806,278		1,865,686
Other long-term liabilities		411,389		404,161
Total long-term liabilities		12,768,220		13,951,017
Redeemable noncontrolling interests		36,577		35,047
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding		—		—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 107,880 shares and
108,050 shares issued and outstanding at March 31, 2024 and December 31, 2023,
respectively		1,079		1,080
Additional paid-in capital		2,915,215		2,894,060
Accumulated deficit		(7,509,379)		(7,450,824)
Accumulated other comprehensive loss, net		(629,735)		(615,198)
Total shareholders' deficit		(5,222,820)		(5,170,882)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit	$	9,995,266	$	10,178,441

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

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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


	For the three months
	ended March 31,
	2024		2023

Revenues:
Site leasing	$	628,276	$	617,268
Site development		29,586		58,248
Total revenues		657,862		675,516
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		114,813		120,119
Cost of site development		23,178		44,185
Selling, general, and administrative expenses (1)		68,698		72,209
Acquisition and new business initiatives related
adjustments and expenses		7,417		6,057
Asset impairment and decommission costs		43,648		26,390
Depreciation, accretion, and amortization		76,750		182,415
Total operating expenses		334,504		451,375
Operating income		323,358		224,141
Other income (expense):
Interest income		7,314		2,816
Interest expense		(96,390)		(101,226)
Non-cash interest expense		(8,443)		(14,239)
Amortization of deferred financing fees		(5,289)		(4,988)
Loss from extinguishment of debt, net		(4,428)		—
Other (expense) income, net		(44,652)		37,558
Total other expense, net		(151,888)		(80,079)
Income before income taxes		171,470		144,062
Provision for income taxes		(16,927)		(43,508)
Net income		154,543		100,554
Net loss attributable to noncontrolling interests		—		663
Net income attributable to SBA Communications
Corporation	$	154,543	$	101,217
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	1.43	$	0.94
Diluted	$	1.42	$	0.93
Weighted-average number of common shares
Basic		108,102		108,132
Diluted		108,616		109,271

(1)Includes non-cash compensation of $20,773 and $25,529 for the three months ended March 31, 2024 and 2023, respectively.

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

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)



	For the three months
	ended March 31,

	2024		2023

Net income	$	154,543	$	100,554
Adjustments related to interest rate swaps		10,868		(22,389)
Foreign currency translation adjustments		(25,405)		16,529
Comprehensive income		140,006		94,694
Comprehensive loss attributable to noncontrolling interests		—		663
Comprehensive income attributable to SBA
Communications Corporation	$	140,006	$	95,357

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

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS**’ DEFICIT**

(unaudited) (in thousands)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, December 31, 2023	108,050	$	1,080	$	2,894,060	$	(7,450,824)	$	(615,198)	$	(5,170,882)
Net income attributable to SBA
Communications Corporation	—		—		—		154,543		—		154,543
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	325		3		(762)		—		—		(759)
Non-cash stock compensation	—		—		21,917		—		—		21,917
Adjustments related to interest rate swaps	—		—		—		—		10,868		10,868
Repurchase and retirement of common stock	(495)		(4)		—		(106,153)		—		(106,157)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(25,405)		(25,405)
Dividends and dividend equivalents
on common stock	—		—		—		(106,945)		—		(106,945)
BALANCE, March 31, 2024	107,880	$	1,079	$	2,915,215	$	(7,509,379)	$	(629,735)	$	(5,222,820)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss, Net		Deficit

BALANCE, December 31, 2022	107,997	$	1,080	$	2,795,176	$	(7,482,061)	$	(590,510)	$	(5,276,315)
Net income attributable to SBA
Communications Corporation	—		—		—		101,217		—		101,217
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	329		3		(14,719)		—		—		(14,716)
Non-cash stock compensation	—		—		26,701		—		—		26,701
Adjustments related to interest rate swaps	—		—		—		—		(22,389)		(22,389)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		16,529		16,529
Dividends and dividend equivalents
on common stock	—		—		—		(93,069)		—		(93,069)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(7,112)		—		—		(7,112)
BALANCE, March 31, 2023	108,326	$	1,083	$	2,800,046	$	(7,473,913)	$	(596,370)	$	(5,269,154)

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

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the three months ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	154,543	$	100,554
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		76,750		182,415
Loss (gain) on remeasurement of U.S. denominated intercompany loans		42,980		(41,932)
Non-cash compensation expense		21,469		26,206
Non-cash asset impairment and decommission costs		38,944		26,417
Loss from extinguishment of debt, net		4,428		—
Deferred and non-cash income tax provision		8,283		36,320
Other non-cash items reflected in the Statements of Operations		16,661		23,883
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		51,093		9,103
Prepaid expenses and other assets		(722)		(4,235)
Operating lease right-of-use assets, net		34,694		37,452
Accounts payable and accrued expenses		(20,395)		(8,904)
Accrued interest		(24,783)		(25,958)
Long-term lease liabilities		(37,055)		(34,475)
Other liabilities		(72,437)		(15,678)
Net cash provided by operating activities		294,453		311,168
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(19,405)		(19,929)
Capital expenditures		(57,871)		(49,135)
Purchase of investments		(311,839)		(213,371)
Proceeds from sale of investments		311,000		213,003
Other investing activities		(7,195)		(77,329)
Net cash used in investing activities		(85,310)		(146,761)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		125,000		140,000
Repayments under Revolving Credit Facility		(110,000)		(185,000)
Proceeds from issuance of Term Loans, net of fees		2,274,825		—
Repayment of Term Loans		(2,268,000)		(6,000)
Repurchase and retirement of common stock		(106,157)		—
Payment of dividends on common stock		(108,135)		(93,933)
Proceeds from employee stock purchase/stock option plans		17,091		11,942
Payments related to taxes on stock options and restricted stock units		(17,800)		(26,658)
Other financing activities		1,764		(1,079)
Net cash used in financing activities		(191,412)		(160,728)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(4,345)		220
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		13,386		3,899
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		250,946		189,283
End of period	$	264,332	$	193,182

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

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the three months ended March 31,
	2024		2023

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	121,143	$	127,094
Income taxes	$	7,417	$	7,000

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,861	$	7,733
Operating lease modifications and reassessments	$	13,520	$	12,859
Right-of-use assets obtained in exchange for new finance lease liabilities	$	—	$	256

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

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

**1.**BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Use of Estimates

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

During the first quarter of 2024, the Company completed its assessment on the remaining estimated useful lives of its towers and intangible assets. The Company concluded through its assessment that it should modify its current estimates for asset lives based on its historical operating experience and the findings obtained by its independent consultant. The Company previously depreciated its towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which the Company had historically estimated to be 15 years. Based on its assessment, the Company revised the estimated useful lives of its towers and certain related intangible assets (which are amortized on a similar basis to its tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024. The Company accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $102.7 million ($93.0 million after tax, or an increase of $0.86 per diluted share) for the three months ended March 31, 2024. The change in useful lives is expected to reduce depreciation expense by approximately $411.5 million ($372.5 million after tax, or an increase of $3.43 per diluted share) for the year ended December 31, 2024.

Foreign Currency Translation

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

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

Intercompany Loans Subject to Remeasurement

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other (expense) income, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $28.5 million loss and a $27.4 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, the Company funded $8.3 million and repaid $50.7 million under its intercompany loan agreements. As of

March 31, 2024 and December 31, 2023, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $1.2 billion and $1.3 billion, respectively.

**2.**FAIR VALUE MEASUREMENTS

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

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

Items Measured at Fair Value on a Nonrecurring Basis— The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used an average discount rate ranging from 7.8% - 8.8%.

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



	For the three months
	ended March 31,
	2024		2023

	(in thousands)
Asset impairment (1)	$	34,552	$	22,332
Write-off of carrying value of decommissioned towers		4,102		1,954
Other (including tower and equipment decommission costs)		4,994		2,104
Total asset impairment and decommission costs	$	43,648	$	26,390

(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers. As a result of increased churn, the Company experienced increased asset impairment charges for the three months ended March 31, 2024.

The Company’s long-term investments were $22.0 million and $24.5 million as of March 31, 2024 and December 31, 2023, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. The estimation of the fair value of the investment involves the use of Level 3 inputs. The Company evaluates these investments for indicators of impairment. The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is less than the carrying amount, an impairment charge will be recorded. The Company did not recognize any impairment loss associated with its investments during the three months ended March 31, 2024 and 2023.

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 March 31, 2024 and December 31, 2023, the Company had $1.6 million and $1.0 million of short-term investments, respectively. For the three months ended March 31, 2024, the Company purchased and sold $0.3 billion of short-term investments. For the three months ended March 31, 2023, the Company purchased and sold $0.2 billion of short-term investments.

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

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

**3.**CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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



	As of		As of
	March 31, 2024		December 31, 2023		Included on Balance Sheet

	(in thousands)
Cash and cash equivalents	$	240,309	$	208,547	Cash and cash equivalents
Securitization escrow accounts		13,587		31,852	Restricted cash - current asset
Payment, performance bonds, and other		6,305		6,277	Restricted cash - current asset
Surety bonds and workers compensation		4,131		4,270	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	264,332	$	250,946

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

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $6.1 million held in escrow as of March 31, 2024 and December 31, 2023 related to the Company’s acquisition activities. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of March 31, 2024 and December 31, 2023, the Company had $41.9 million and $42.0 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of March 31, 2024 and December 31, 2023, the Company had pledged $2.4 million as collateral related to its workers’ compensation policy.

**4.**COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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



	As of		As of
	March 31, 2024		December 31, 2023

	(in thousands)
Costs incurred on uncompleted contracts	$	66,022	$	98,674
Estimated earnings		30,418		64,589
Billings to date		(83,167)		(152,608)
	$	13,273	$	10,655

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



	As of		As of
	March 31, 2024		December 31, 2023

	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	16,535	$	16,252
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(3,262)		(5,597)
	$	13,273	$	10,655

At March 31, 2024 and December 31, 2023, the two largest customers comprised 83.9% and 84.6%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

**5.**PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

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



	As of		As of
	March 31, 2024		December 31, 2023

		(in thousands)
Short-term investments	$	1,585	$	1,046
Prepaid real estate taxes		3,666		3,522
Interest receivable		4,223		2,102
Prepaid taxes		8,747		9,064
Prepaid ground rent		2,832		3,712
Other current assets		23,282		19,147
Total prepaid expenses and other current assets	$	44,335	$	38,593

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



	As of		As of
	March 31, 2024		December 31, 2023

		(in thousands)
Straight-line rent receivable	$	417,597	$	415,100
Interest rate swap asset (1)		93,514		104,674
Loans receivable (2)		155,580		148,104
Deferred lease costs, net		8,706		8,713
Deferred tax asset - long term		64,593		67,473
Long-term investments		22,020		24,540
Other		44,529		43,872
Total other assets	$	806,539	$	812,476

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

(2)On March 17, 2023 (and as amended on August 25, 2023 and March 31, 2024), the Company entered into a loan with one of its unconsolidated joint ventures (“the Investee”). As part of the loan agreement, the Investee may borrow up to $115.0 million in aggregate principal amount, consisting of a $73.0 million initial term loan and $42.0 million of delayed draw term loans. The final maturity date of the loans is January 31, 2025. The loans accrue interest at a variable rate, adjusting monthly, plus the applicable margin. The funding of the loans is recorded in Other investing activities on the Consolidated Statements of Cash Flows. As of March 31, 2024, the outstanding principal balance of the loan was $106.4 million and was accruing interest at 10.076%.

**6.**ACQUISITIONS

The following table summarizes the Company’s acquisition activity:



	For the three months
	ended March 31,
	2024		2023

	(in thousands)
Acquisitions of towers and related assets	$	10,295	$	12,780
Land buyouts and other assets (1)		9,110		7,149
Total cash acquisition capital expenditures	$	19,405	$	19,929

(1)Excludes $4.6 million and $5.1 million spent to extend ground lease terms for the three months ended March 31, 2024 and 2023, respectively. The Company recorded these amounts in prepaid ground rent within prepaid expenses and other current assets on its Consolidated Balance Sheets.

During the three months ended March 31, 2024, the Company acquired 11 towers and related assets and liabilities consisting of $1.6 million of property and equipment, net, $9.6 million of intangible assets, net, $1.6 million of operating lease right-of-use assets, net, $2.3 million of acquisition related holdbacks, and $0.2 million of long-term lease liabilities. During the three months ended

March 31, 2024, the Company concluded that for all of its acquisitions substantially all of the value of its tower acquisition is concentrated in a group of similar identifiable assets.

Additionally, subsequent to March 31, 2024, the Company purchased or is under contract to purchase 271 communication sites for an aggregate consideration of $84.5 million in cash. The Company anticipates that these acquisitions will be consummated by the end of the third quarter of 2024.

The maximum potential obligation related to contingent consideration for acquisitions was $16.4 million and $17.9 million as of March 31, 2024 and December 31, 2023, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

**7.**PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:



	As of		As of
	March 31, 2024		December 31, 2023

	(in thousands)
Towers and related assets (1)	$	5,833,745	$	5,850,608
Construction-in-process (2)		124,306		105,627
Furniture, equipment, and vehicles		78,260		76,031
Land, buildings, and improvements		933,483		927,235
Total property and equipment		6,969,794		6,959,501
Less: accumulated depreciation		(4,260,113)		(4,247,782)
Property and equipment, net	$	2,709,681	$	2,711,719

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

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

Depreciation expense was $37.5 million and $69.4 million for the three months ended March 31, 2024 and 2023, respectively. As a result of the Company’s revision of the estimated useful lives of its towers, the Company experienced decreased depreciation expense for the three months ended March 31, 2024. At March 31, 2024 and December 31, 2023, unpaid capital expenditures that are included in accounts payable and accrued expenses were $6.5 million.

**8.**INTANGIBLE ASSETS, NET

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



	As of March 31, 2024						As of December 31, 2023
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value

	(in thousands)
Current contract intangibles	$	5,211,395	$	(3,393,680)	$	1,817,715	$	5,253,563	$	(3,394,009)	$	1,859,554
Network location intangibles		1,919,174		(1,333,040)		586,134		1,926,226		(1,330,183)		596,043
Intangible assets, net	$	7,130,569	$	(4,726,720)	$	2,403,849	$	7,179,789	$	(4,724,192)	$	2,455,597

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $27.1 million and $101.8 million for the three months ended March 31, 2024 and 2023, respectively. As a result of the Company’s revision of the estimated useful lives of certain intangible assets, the Company experienced decreased amortization expense for the three months ended March 31, 2024.

‎

**9.**ACCRUED EXPENSES

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



	As of		As of
	March 31, 2024		December 31, 2023

	(in thousands)
Salaries and benefits	$	14,671	$	25,630
Real estate and property taxes		7,961		7,149
Unpaid capital expenditures		6,524		6,477
Acquisition related holdbacks		14,295		16,100
Other		33,584		37,266
Total accrued expenses	$	77,035	$	92,622

**10.**DEBT

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



		As of						As of
		March 31, 2024						December 31, 2023
	Maturity Date	Principal‎Balance		Fair Value		Carrying‎Value		Principal‎Balance		Fair Value		Carrying‎Value
Revolving Credit Facility (1)	Jan. 25, 2029	$	195,000	$	195,000	$	195,000	$	180,000	$	180,000	$	180,000
2018 Term Loan (2)	Apr. 11, 2025		—		—		—		2,268,000		2,273,670		2,263,343
2024 Term Loan (2)	Jan. 25, 2031		2,300,000		2,305,750		2,275,581		—		—		—
2014-2C Tower Securities (3)	Oct. 8, 2024		620,000		612,560		619,413		620,000		606,540		619,145
2019-1C Tower Securities (3)	Jan. 12, 2025		1,165,000		1,115,779		1,162,982		1,165,000		1,115,313		1,162,348
2020-1C Tower Securities (3)	Jan. 9, 2026		750,000		680,753		747,306		750,000		682,350		746,937
2020-2C Tower Securities (3)	Jan. 11, 2028		600,000		520,776		596,631		600,000		520,530		596,419
2021-1C Tower Securities (3)	Nov. 9, 2026		1,165,000		1,016,987		1,158,649		1,165,000		1,015,437		1,158,059
2021-2C Tower Securities (3)	Apr. 9, 2027		895,000		770,318		889,585		895,000		772,125		889,152
2021-3C Tower Securities (3)	Oct. 9, 2031		895,000		684,979		887,587		895,000		686,581		887,365
2022-1C Tower Securities (3)	Jan. 11, 2028		850,000		870,655		841,893		850,000		850,221		841,429
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,425,690		1,490,721		1,500,000		1,438,815		1,489,965
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,327,500		1,490,600		1,500,000		1,338,750		1,490,153
Total debt		$	12,435,000	$	11,526,747	$	12,355,948	$	12,388,000	$	11,480,332	$	12,324,315
Less: current maturities of long-term debt							(1,805,395)						(643,145)
Total long-term debt, net of current maturities						$	10,550,553					$	11,681,170

(1)On January 25, 2024, the Company amended its Revolving Credit Facility to extend the maturity date to January 25, 2029 as well as amend certain other terms and conditions under the Senior Credit Agreement. For further discussion of the amendments, refer to “Terms of the Senior Credit Agreement” below.

(2)On January 25, 2024, the Company repaid its 2018 Term Loan and issued a new $2.3 billion Term Loan (“2024 Term Loan”) with a maturity date of January 25, 2031. For further discussion of the amendments, refer to “Term Loan under the Senior Credit Agreement” below.

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

‎

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



	Interest	For the three months ended March 31,
	Rates as of	2024				2023
	March 31,	Cash		Non-cash		Cash		Non-cash
	2024	Interest		Interest		Interest		Interest

		(in thousands)
Revolving Credit Facility	6.395%	$	2,469	$	—	$	9,286	$	—
2018 Term Loan	—		3,253		4,947		14,363		9,223
2024 Term Loan (1)	2.855%		12,979		1,867		—		—
2014-2C Tower Securities	3.869%		6,046		—		6,046		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—
2021-1C Tower Securities	1.631%		4,846		—		4,846		—
2021-2C Tower Securities	1.840%		4,196		—		4,196		—
2021-3C Tower Securities	2.593%		5,873		—		5,873		—
2022-1C Tower Securities	6.599%		14,093		—		14,093		—
2020 Senior Notes	3.875%		14,531		95		14,531		88
2021 Senior Notes	3.125%		11,719		—		11,719		—
Other			890		1,534		778		4,928
Total		$	96,390	$	8,443	$	101,226	$	14,239

(1)The 2024 Term Loan has a blended rate of 2.855%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 7.340% as of March 31, 2024. Refer to Note 17 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

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

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

As of March 31, 2024, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $2.0 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of January 25, 2029. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate or Term SOFR Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

‎

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



		Unused
	Interest Rate	Commitment
	as of	Fee as of
	March 31, 2024 (1)	March 31, 2024 (2)

Revolving Credit Facility	6.395%	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, 2023.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2023.

The table below summarizes the Company’s Revolving Credit Facility activity during the three months ended March 31, 2024 and 2023 (in thousands):



	For the three months
	ended March 31,
	2024		2023

Beginning outstanding balance	$	180,000	$	720,000
Borrowings		125,000		140,000
Repayments		(110,000)		(185,000)
Ending outstanding balance	$	195,000	$	675,000

Subsequent to March 31, 2024, the Company repaid $50.0 million and borrowed $50.0 million under the Revolving Credit Facility, and as of the date of this filing, $195.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan 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 the 2018 Term Loan and to pay related fees and expenses. In connection with the repayment, the Company expensed $3.3 million of net deferred financing fees and $1.2 million of discount related to the debt.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $5.75 million beginning on June 30, 2024. The Company incurred financing fees of approximately $19.4 million in relation to this transaction, which are being amortized through the maturity date.

Secured Tower Revenue Securities

As of March 31, 2024, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

**11.**SHAREHOLDERS’ EQUITY

Common Stock Equivalents

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

Registration of Additional Shares

On February 29, 2024, the Company filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables the Company to issue shares of its Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities under its automatic shelf registration statement on Form S-3ASR. During the three months ended March 31, 2024, the Company did not issue any securities under this automatic shelf registration statement.

Stock Repurchases

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On October 28, 2021, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan. As of the date of this filing, the Company had $204.7 million of authorization remaining under this plan.

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


	For the three months
	ended March 31,
	2024		2023

Total number of shares purchased (in millions) (1)		0.5		—
Average price per share (1)	$	214.33	$	—
Total purchase price (in millions) (1)	$	106.1	$	—

Subsequent to March 31, 2024, the Company made the following share repurchases:



Total number of shares purchased (in millions) (1)		0.4
Average price per share (1)	$	213.30
Total purchase price (in millions) (1)	$	93.9

(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 three months ended March 31, 2024, the Company paid the following cash dividends:



	Payable to Shareholders
	of Record at the Close	Cash Paid	Aggregate Amount
Date Declared	of Business on	Per Share	Paid	Date Paid

February 26, 2024	March 14, 2024	$0.98	$108.1 million	March 28, 2024

Dividends paid in 2024 were ordinary taxable dividends.

Subsequent to March 31, 2024, the Company declared the following cash dividends:

‎

**12.**STOCK-BASED COMPENSATION

Stock Options

The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2024 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, 2023	1,340	$	168.32
Exercised	(153)	$	125.67
Outstanding at March 31, 2024	1,187	$	173.82	1.7	$	52,211
Exercisable at March 31, 2024	1,161	$	172.14	1.5	$	52,211
Unvested at March 31, 2024	26	$	248.41	8.9	$	—

The total intrinsic value for options exercised during the three months ended March 31, 2024 was $14.2 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2024:



	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, 2023	267	$	269.08	368	$	298.46
Granted	257	$	217.02	59	$	291.51
PSU adjustment (2)	—	$	—	11	$	236.63
Vested	(110)	$	271.27	(155)	$	236.32
Forfeited/canceled	(5)	$	254.56	(2)	$	376.76
Outstanding at March 31, 2024	409	$	235.91	281	$	314.08

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

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

**13.**INCOME TAXES

The primary reason for the difference between the Company’s effective tax rate and the U.S. statutory rate is the Company’s REIT election. 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 TRS. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $382.3 million as of December 31, 2023, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized.

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

In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019. The Company disagrees with the assessment and has filed an appeal with the higher appellate taxing authorities. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expects to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period. As of March 31, 2024, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $94.6 million. This range excludes penalties and interest, which as of such date would have been $103.7 million.

**14.**SEGMENT DATA

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

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



	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other		Total

For the three months ended March 31, 2024	(in thousands)
Revenues (1)	$	461,499	$	166,777	$	29,586	$	—	$	657,862
Cost of revenues (2)		65,970		48,843		23,178		—		137,991
Operating profit		395,529		117,934		6,408		—		519,871
Selling, general, and administrative expenses		34,348		15,708		4,426		14,216		68,698
Acquisition and new business initiatives
related adjustments and expenses		5,298		2,119		—		—		7,417
Asset impairment and decommission costs		29,913		13,735		—		—		43,648
Depreciation, amortization and accretion		40,345		33,829		834		1,742		76,750
Operating income (loss)		285,625		52,543		1,148		(15,958)		323,358
Other expense, net (principally interest
expense and other income)								(151,888)		(151,888)
Income before income taxes										171,470
Cash capital expenditures (3)		41,021		35,602		59		594		77,276

For the three months ended March 31, 2023
Revenues (1)	$	454,833	$	162,435	$	58,248	$	—	$	675,516
Cost of revenues (2)		69,750		50,369		44,185		—		164,304
Operating profit		385,083		112,066		14,063		—		511,212
Selling, general, and administrative expenses		31,743		16,730		6,077		17,659		72,209
Acquisition and new business initiatives
related adjustments and expenses		3,232		2,825		—		—		6,057
Asset impairment and decommission costs		19,435		4,886		—		2,069		26,390
Depreciation, amortization and accretion		119,487		60,412		916		1,600		182,415
Operating income (loss)		211,186		27,213		7,070		(21,328)		224,141
Other expense, net (principally interest
expense and other income)								(80,079)		(80,079)
Income before income taxes										144,062
Cash capital expenditures (3)		44,636		23,033		395		1,256		69,320



	Domestic Site		Int'l Site		Site
	Leasing		Leasing		Development		Other (4)		Total

Assets	(in thousands)
As of March 31, 2024	$	5,832,986	$	3,743,958	$	42,665	$	375,657	$	9,995,266
As of December 31, 2023	$	5,876,648	$	3,871,164	$	66,001	$	364,628	$	10,178,441

(1)For the three months ended March 31, 2024 and 2023, site leasing revenue in Brazil was $97.5 million and $93.8 million, respectively. Other than Brazil, no foreign country represented more than 5% of the Company’s total site leasing revenue in any of the periods presented.

(2)Excludes depreciation, amortization, and accretion.

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

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

Total domestic long-lived assets were $5.4 billion as of March 31, 2024 and December 31, 2023. Total international long-lived assets were $3.3 billion and $3.4 billion as of March 31, 2024 and December 31, 2023. Total long-lived assets in Brazil were $2.0 billion and $2.1 billion as of March 31, 2024 and December 31, 2023, respectively. Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. Other than Brazil, no foreign country represented more than 5% of the Company’s total long-lived assets in any of the periods presented.

**15.**EARNINGS PER SHARE

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

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three months ended March 31, 2024 and 2023 (in thousands, except per share data):



	For the three months
	ended March 31,
	2024		2023
Numerator:
Net income attributable to SBA
Communications Corporation	$	154,543	$	101,217
Denominator:
Basic weighted-average shares outstanding		108,102		108,132
Dilutive impact of stock options, RSUs, and PSUs		514		1,139
Diluted weighted-average shares outstanding		108,616		109,271
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	1.43	$	0.94
Diluted	$	1.42	$	0.93

For the three months ended March 31, 2024 and 2023, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

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

The components of redeemable noncontrolling interests as of March 31, 2024 and December 31, 2023 are as follows (in thousands):



	March 31,		December 31,
	2024		2023

Beginning balance	$	35,047	$	31,735
Net loss attributable to noncontrolling interests		—		(4,397)
Foreign currency translation adjustments		—		(899)
Contribution from joint venture partner		1,530		1,200
Adjustment to redemption amount		—		7,408
Ending balance	$	36,577	$	35,047

**17.**DERIVATIVES AND HEDGING ACTIVITIES

The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. As of March 31, 2024, the Company has an interest rate swap agreement on its 2024 Term Loan which swaps $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. Additionally, the Company has 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 forward-starting swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

As of March 31, 2024, 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 March 31, 2024 and December 31, 2023.



		Fair Value as of
	Balance Sheet	March 31,		December 31,
	Location	2024		2023

Derivatives Designated as Hedging Instruments		(in thousands)
Interest rate swap agreements in a fair value asset position	Other assets	$	93,514	$	104,674
Interest rate swap agreement in a fair value liability position	Other long-term liabilities	$	4,125	$	19,573

Accumulated other comprehensive loss, net includes an aggregate $62.3 million gain and a $51.5 million gain as of March 31, 2024 and December 31, 2023, respectively.

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

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows.

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 months ended March 31, 2024 and 2023.



	For the three months
	ended March 31,
	2024		2023

Cash Flow Hedge - Interest Rate Swap Agreement	(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net	$	4,289	$	(31,396)

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense	$	6,579	$	9,007

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