SBA Communications 10-Q 2025-03-31
Filed 2025-05-01. 7 sections, 157K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 001-16853
SBA COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
| Florida | 65-0716501 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 8051 Congress Avenue | |
| Boca Raton**,** Florida | 33487 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (561) 995-7670
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, $0.01 par value per share | SBAC | The NASDAQ Stock Market LLC |
| (NASDAQ Global Select Market) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | x | Accelerated Filer | ¨ |
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ |
| Emerging Growth Company | ¨ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 107,451,771 shares of Class A common stock as of April 23, 2025.
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
| March 31, | December 31, | |||||
| 2025 | 2024 | |||||
| ASSETS | (unaudited) | |||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 636,447 | $ | 189,841 | ||
| Restricted cash | 23,168 | 1,206,653 | ||||
| Accounts receivable, net | 129,847 | 145,695 | ||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | 26,840 | 19,198 | ||||
| Prepaid expenses and other current assets | 117,014 | 417,333 | ||||
| Total current assets | 933,316 | 1,978,720 | ||||
| Property and equipment, net | 2,818,907 | 2,792,084 | ||||
| Intangible assets, net | 2,403,046 | 2,388,707 | ||||
| Operating lease right-of-use assets, net | 2,340,100 | 2,292,459 | ||||
| Acquired and other right-of-use assets, net | 1,329,207 | 1,308,269 | ||||
| Other assets | 618,341 | 657,097 | ||||
| Total assets | $ | 10,442,917 | $ | 11,417,336 | ||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, | ||||||
| AND SHAREHOLDERS' DEFICIT | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 65,043 | $ | 59,549 | ||
| Accrued expenses | 74,746 | 81,977 | ||||
| Current maturities of long-term debt | 771,802 | 1,187,913 | ||||
| Deferred revenue | 110,369 | 127,308 | ||||
| Accrued interest | 34,699 | 62,239 | ||||
| Current lease liabilities | 267,544 | 261,017 | ||||
| Other current liabilities | 18,813 | 17,933 | ||||
| Total current liabilities | 1,343,016 | 1,797,936 | ||||
| Long-term liabilities: | ||||||
| Long-term debt, net | 11,654,372 | 12,403,825 | ||||
| Long-term lease liabilities | 1,947,414 | 1,903,439 | ||||
| Other long-term liabilities | 406,214 | 367,942 | ||||
| Total long-term liabilities | 14,008,000 | 14,675,206 | ||||
| Redeemable noncontrolling interests | 62,604 | 54,132 | ||||
| Shareholders' deficit: | ||||||
| Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding | — | — | ||||
| Common stock - Class A, par value $0.01, 400,000 shares authorized, 108,028 shares and | ||||||
| 107,561 shares issued and outstanding at March 31, 2025 and December 31, 2024, | ||||||
| respectively | 1,080 | 1,076 | ||||
| Additional paid-in capital | 2,991,050 | 2,975,455 | ||||
| Accumulated deficit | (7,226,216) | (7,326,189) | ||||
| Accumulated other comprehensive loss, net | (736,617) | (760,280) | ||||
| Total shareholders' deficit | (4,970,703) | (5,109,938) | ||||
| Total liabilities, redeemable noncontrolling interests, and shareholders' deficit | $ | 10,442,917 | $ | 11,417,336 |
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, | ||||||
| 2025 | 2024 | |||||
| Revenues: | ||||||
| Site leasing | $ | 616,209 | $ | 628,276 | ||
| Site development | 48,039 | 29,586 | ||||
| Total revenues | 664,248 | 657,862 | ||||
| Operating expenses: | ||||||
| Cost of revenues (exclusive of depreciation, accretion, | ||||||
| and amortization shown below): | ||||||
| Cost of site leasing | 115,478 | 114,813 | ||||
| Cost of site development | 38,188 | 23,178 | ||||
| Selling, general, and administrative expenses (1) | 66,219 | 68,698 | ||||
| Acquisition and new business initiatives related | ||||||
| adjustments and expenses | 7,379 | 7,417 | ||||
| Asset impairment and decommission costs | 37,026 | 43,648 | ||||
| Depreciation, accretion, and amortization | 65,048 | 76,750 | ||||
| Total operating expenses | 329,338 | 334,504 | ||||
| Operating income | 334,910 | 323,358 | ||||
| Other income (expense): | ||||||
| Interest income | 10,780 | 7,314 | ||||
| Interest expense | (104,148) | (96,390) | ||||
| Non-cash interest expense | (8,348) | (8,443) | ||||
| Amortization of deferred financing fees | (5,434) | (5,289) | ||||
| Loss from extinguishment of debt, net | — | (4,428) | ||||
| Other income (expense), net | 32,165 | (44,652) | ||||
| Total other expense, net | (74,985) | (151,888) | ||||
| Income before income taxes | 259,925 | 171,470 | ||||
| Provision for income taxes | (42,019) | (16,927) | ||||
| Net income | 217,906 | 154,543 | ||||
| Net loss attributable to noncontrolling interests | 2,826 | — | ||||
| Net income attributable to SBA Communications | ||||||
| Corporation | $ | 220,732 | $ | 154,543 | ||
| Net income per common share attributable to SBA | ||||||
| Communications Corporation: | ||||||
| Basic | $ | 2.05 | $ | 1.43 | ||
| Diluted | $ | 2.04 | $ | 1.42 | ||
| Weighted-average number of common shares | ||||||
| Basic | 107,744 | 108,102 | ||||
| Diluted | 108,140 | 108,616 |
(1)Includes non-cash compensation of $15,075 and $20,773 for the three months ended March 31, 2025 and 2024.
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) (in thousands)
| For the three months | ||||||
| ended March 31, | ||||||
| 2025 | 2024 | |||||
| Net income | $ | 217,906 | $ | 154,543 | ||
| Adjustments related to interest rate swaps | (34,860) | 10,868 | ||||
| Foreign currency translation adjustments | 57,591 | (25,405) | ||||
| Comprehensive income | 240,637 | 140,006 | ||||
| Comprehensive loss attributable to noncontrolling interests | 3,758 | — | ||||
| Comprehensive income attributable to SBA | ||||||
| Communications Corporation | $ | 244,395 | $ | 140,006 |
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, 2024 | 107,561 | $ | 1,076 | $ | 2,975,455 | $ | (7,326,189) | $ | (760,280) | $ | (5,109,938) | ||||||
| Net income attributable to SBA | |||||||||||||||||
| Communications Corporat |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, and Africa. Our primary business line is our site leasing business, which contributed 98.1% of our total segment operating profit for the three months ended March 31, 2025. During the first quarter of 2025, we sold all of our towers in both the Philippines and Colombia and ended our operations in those countries. 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 March 31, 2025, we owned 39,709 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.
Site Leasing
Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, and Africa. As of March 31, 2025, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2025. In addition, as of March 31, 2025, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.
We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into either (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.
Cost of site leasing revenue primarily consists of:
Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;
Property taxes;
Site maintenance and monitoring costs (exclusive of employee related costs);
Utilities;
Property insurance;
Fuel (in those international markets that do not have an available electric grid at our tower sites); and
Lease initial direct cost amortization.
Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators, or (2) escalate annually in accordance with an inflationary index. As of March 31, 2025, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.
In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, and South Africa, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements included in this quarterly report.
| For the three months ended | ||||||
| Segment operating profit as a percentage of | March 31, | |||||
| total operating profit | 2025 | 2024 | ||||
| Domestic site leasing | 76.9% | 76.1% | ||||
| International site leasing | 21.2% | 22.7% | ||||
| Total site leasing | 98.1% | 98.8% |
We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to a lease that is non-renewed, cancelled, or discounted) other than in connection with customer consolidation or cessations of specific technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing mobile network data traffic, network expansion, and network coverage requirements.
During the remainder of 2025, we expect core leasing revenue in both our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the nature and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.
Site Development
Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end-to-end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.
For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements in this quarterly report.
Capital Allocation Strategy
Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital. While the addition of cash dividends and debt repayments have provided us with additional tools to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. Key elements of our capital allocation strategy include:
Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions and the construction of new towers that meet our internal return on invested capital criteria.
Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.
Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes listed in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.
RESULTS OF OPERATIONS
This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenues and Segment Operating Profit:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| Revenues | (in thousands) | ||||||||||||||
| Domestic site leasing | $ | 460,994 | $ | 461,499 | $ | — | $ | (505) | (0.1%) | ||||||
| International site leasing | 155,215 | 166,777 | (16,057) | 4,495 | 2.7% | ||||||||||
| Site development | 48,039 | 29,586 | — | 18,453 | 62.4% | ||||||||||
| Total | $ | 664,248 | $ | 657,862 | $ | (16,057) | $ | 22,443 | 3.4% | ||||||
| Cost of Revenues | |||||||||||||||
| Domestic site leasing | $ | 68,272 | $ | 65,970 | $ | — | $ | 2,302 | 3.5% | ||||||
| International site leasing | 47,206 | 48,843 | (4,535) | 2,898 | 5.9% | ||||||||||
| Site development | 38,188 | 23,178 | — | 15,010 | 64.8% | ||||||||||
| Total | $ | 153,666 | $ | 137,991 | $ | (4,535) | $ | 20,210 | 14.6% | ||||||
| Operating Profit | |||||||||||||||
| Domestic site leasing | $ | 392,722 | $ | 395,529 | $ | — | $ | (2,807) | (0.7%) | ||||||
| International site leasing | 108,009 | 117,934 | (11,522) | 1,597 | 1.4% | ||||||||||
| Site development | 9,851 | 6,408 | — | 3,443 | 53.7% |
Revenues
Domestic site leasing revenues decreased $0.5 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to Sprint and other lease non-renewals and a decrease in non-cash straight line revenue, partially offset by (1) organic site leasing growth, primarily from monetary lease amendments, additional equipment added to our towers, new leases, and contractual rent escalators and (2) revenues from 55 towers acquired and 30 towers built since January 1, 2024.
International site leasing revenues decreased $11.6 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $4.5 million. These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 475 towers acquired and 519 towers built since January 1, 2024, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 13.8% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.
Site development revenues increased $18.5 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity.
Operating Profit
Domestic site leasing segment operating profit decreased $2.8 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to incremental costs associated with towers acquired and built since January 1, 2024 as well as lower domestic site leasing revenue as noted above, partially offset by the positive impact of our ground lease purchase program.
International site leasing segment operating profit decreased $9.9 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $1.6 million. These changes were primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.
Site development segment operating profit increased $3.4 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity.
Selling, General, and Administrative Expenses:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Domestic site leasing | $ | 31,007 | $ | 34,348 | $ | — | $ | (3,341) | (9.7%) | ||||||
| International site leasing | 17,424 | 15,708 | (1,365) | 3,081 | 19.6% | ||||||||||
| Total site leasing | $ | 48,431 | $ | 50,056 | $ | (1,365) | $ | (260) | (0.5%) | ||||||
| Site development | 3,215 | 4,426 | — | (1,211) | (27.4%) | ||||||||||
| Other | 14,573 | 14,216 | — | 357 | 2.5% | ||||||||||
| Total | $ | 66,219 | $ | 68,698 | $ | (1,365) | $ | (1,114) | (1.6%) |
Selling, general, and administrative expenses decreased $2.5 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $1.1 million. These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.
Asset Impairment and Decommission Costs:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Domestic site leasing | $ | 15,164 | $ | 29,913 | $ | — | $ | (14,749) | (49.3%) | ||||||
| International site leasing | 21,318 | 13,735 | (1,939) | 9,522 | 69.3% | ||||||||||
| Total site leasing | $ | 36,482 | $ | 43,648 | $ | (1,939) | $ | (5,227) | (12.0%) | ||||||
| Other | 544 | — | — | 544 | —% | ||||||||||
| Total | $ | 37,026 | $ | 43,648 | $ | (1,939) | $ | (4,683) | (10.7%) |
Domestic asset impairment and decommission costs decreased $14.7 million for the three months ended March 31, 2025, as compared to the prior year. This change was primarily as a result of (1) decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and (2) a decrease in tower and equipment related decommission costs.
International asset impairment and decommission costs increased $7.6 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $9.5 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.
Depreciation, Accretion, and Amortization Expense:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Domestic site leasing | $ | 36,744 | $ | 40,345 | $ | — | $ | (3,601) | (8.9%) | ||||||
| International site leasing | 25,523 | 33,829 | (2,893) | (5,413) | (16.0%) | ||||||||||
| Total site leasing | $ | 62,267 | $ | 74,174 | $ | (2,893) | $ | (9,014) | (12.2%) | ||||||
| Site development | 857 | 834 | — | 23 | 2.8% | ||||||||||
| Other | 1,924 | 1,742 | — | 182 | 10.4% | ||||||||||
| Total | $ | 65,048 | $ | 76,750 | $ | (2,893) | $ | (8,809) | (11.5%) |
Depreciation, accretion, and amortization expense decreased $11.7 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $8.8 million. These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2024.
Operating Income (Expense):
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Domestic site leasing | $ | 303,946 | $ | 285,625 | $ | — | $ | 18,321 | 6.4% | ||||||
| International site leasing | 42,226 | 52,543 | (5,242) | (5,075) | (9.7%) | ||||||||||
| Total site leasing | $ | 346,172 | $ | 338,168 | $ | (5,242) | $ | 13,246 | 3.9% | ||||||
| Site development | 5,779 | 1,148 | — | 4,631 | 403.4% | ||||||||||
| Other | (17,041) | (15,958) | — | (1,083) | 6.8% | ||||||||||
| Total | $ | 334,910 | $ | 323,358 | $ | (5,242) | $ | 16,794 | 5.2% |
Domestic site leasing operating income increased $18.3 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and selling, general, and administrative expenses, partially offset by lower segment operating profit.
International site leasing operating income decreased $10.3 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $5.1 million. These changes were primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by a decrease in depreciation, accretion, and amortization expense and higher segment operating profit.
Site development operating income increased $4.6 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity and a decrease in selling, general, and administrative expenses.
Other Income (Expense):
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Interest income | $ | 10,780 | $ | 7,314 | $ | (245) | $ | 3,711 | 50.7% | ||||||
| Interest expense | (104,148) | (96,390) | 18 | (7,776) | 8.1% | ||||||||||
| Non-cash interest expense | (8,348) | (8,443) | 1 | 94 | (1.1%) | ||||||||||
| Amortization of deferred financing fees | (5,434) | (5,289) | — | (145) | 2.7% | ||||||||||
| Loss from extinguishment of debt, net | — | (4,428) | — | 4,428 | (100.0%) | ||||||||||
| Other income (expense), net | 32,165 | (44,652) | 99,512 | (22,695) | 2,396.5% | ||||||||||
| Total | $ | (74,985) | $ | (151,888) | $ | 99,286 | $ | (22,383) | 20.7% |
Interest income increased $3.5 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, interest income increased $3.7 million. These changes were primarily due to a higher balance of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, partially offset by a decrease in interest received on a loan to an unconsolidated joint venture.
Interest expense increased $7.8 million for the three months ended March 31, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year.
Loss from extinguishment of debt, net was $4.4 million for the three months ended March 31, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.
Other income (expense), net includes a $54.6 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and a $18.8 million loss on sale of assets for the three months ended March 31, 2025 (which is inclusive of $28.9 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations). The prior year period included a $42.3 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.
Provision for Income Taxes:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Provision for income taxes | $ | (42,019) | $ | (16,927) | $ | (32,307) | $ | 7,215 | (23.2%) |
Provision for income taxes increased $25.1 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $7.2 million primarily due to a decrease in foreign current and deferred taxes.
Net Income:
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Net income | $ | 217,906 | $ | 154,543 | $ | 61,737 | $ | 1,626 | 0.9% |
Net income increased $63.4 million for the three months ended March 31, 2025, as compared to the prior year. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in other income, net, domestic site leasing operating income, site development operating income, and interest income, partially offset by increases in provision for income taxes and in interest expense and the impact of foreign currency exchange rates on those items. On a constant currency basis, net income increased $1.6 million. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in domestic site leasing operating income, site development operating income, and interest income and decreases in provision for income taxes and loss from extinguishment of debt, net, partially offset by increases in other expense, net and interest expense and a decrease in international site leasing operating income.
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.
Management uses Adjusted EBITDA in evaluating, and believes that it is useful to investors in evaluating, the profitability of our operations and to evaluate our performance 1) from period to period and (2) compared to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. In addition, Adjusted EBITDA is a widely used performance measure across the telecommunications real estate sector and management believes that it allows investors to evaluate our comparative performance without regard to items such as depreciation, amortization and accretion, which can vary across different companies depending upon accounting methods and the book value of assets. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
| For the three months ended | Constant | ||||||||||||||
| March 31, | Foreign | Constant | Currency | ||||||||||||
| 2025 | 2024 | Currency Impact | Currency Change | % Change | |||||||||||
| (in thousands) | |||||||||||||||
| Net income | $ | 217,906 | $ | 154,543 | $ | 61,737 | $ | 1,626 | 0.9% | ||||||
| Non-cash straight-line leasing revenue | (1,281) | (4,092) | (62) | 2,873 | (70.2%) | ||||||||||
| Non-cash straight-line ground lease expense | (1,668) | (3,383) | (21) | 1,736 | (51.3%) | ||||||||||
| Non-cash compensation | 15,713 | 21,469 | (160) | (5,596) | (26.1%) | ||||||||||
| Loss from extinguishment of debt, net | — | 4,428 | — | (4,428) | (100.0%) | ||||||||||
| Other (income) expense, net | (32,165) | 44,652 | (99,512) | 22,695 | 2,396.5% | ||||||||||
| Acquisition and new business initiatives | |||||||||||||||
| related adjustments and expenses | 7,379 | 7,417 | (83) | 45 | 0.6% | ||||||||||
| Asset impairment and decommission costs | 37,026 | 43,648 | (1,939) | (4,683) | (10.7%) | ||||||||||
| Interest income | (10,780) | (7,314) | 245 | (3,711) | 50.7% | ||||||||||
| Interest expense (1) | 117,930 | 110,122 | (19) | 7,827 | 7.1% | ||||||||||
| Depreciation, accretion, and amortization | 65,048 | 76,750 | (2,893) | (8,809) | (11.5%) | ||||||||||
| Provision for income taxes (2) | 42,183 | 17,172 | 32,305 | (7,294) | (23.2%) | ||||||||||
| Adjusted EBITDA | $ | 457,291 | $ | 465,412 | $ | (10,402) | $ | 2,281 | 0.5% |
(1)Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
(2)Includes franchise and gross receipts taxes reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.
Adjusted EBITDA decreased $8.1 million for the three months ended March 31, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $2.3 million. These changes were primarily due to increases in international site leasing segment operating profit and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses and a decrease in domestic site leasing segment operating profit.
LIQUIDITY AND CAPITAL RESOURCES
SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.
A summary of our cash flows is as follows:
| For the three months ended March 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Cash provided by operating activities | $ | 301,175 | $ | 294,453 | ||
| Cash provided by (used in) investing activities | 238,266 | (85,310) | ||||
| Cash used in financing activities | (1,282,135) | (191,412) | ||||
| Change in cash, cash equivalents, and restricted cash | (742,694) | 17,731 | ||||
| Effect of exchange rate changes on cash, cash equiv., and restricted cash | 6,143 | (4,345) | ||||
| Cash, cash equivalents, and restricted cash, beginning of period | 1,400,657 | 250,946 | ||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 664,106 | $ | 264,332 |
Operating Activities
Cash provided by operating activities was $301.2 million for the three months ended March 31, 2025 as compared to $294.5 million for the three months ended March 31, 2024. The increase was primarily due to increases in cash inflows associated with working capital changes related to the timing of customer payments, increases in interest income and site development operating profit
and a decrease in cash asset impairment and decommission costs, partially offset by a decrease in site leasing segment operating profit and increases in interest expense and cash selling, general, and administrative expenses.
Investing Activities
A detail of our investing activities is as follows:
| For the three months ended March 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Acquisitions of towers and related assets | $ | (54,183) | $ | (10,295) | ||
| Land buyouts and other assets (1) | (9,205) | (9,110) | ||||
| Construction and related costs | (19,775) | (34,782) | ||||
| Augmentation and tower upgrades | (12,165) | (13,064) | ||||
| Tower maintenance | (12,340) | (8,858) | ||||
| General corporate | (1,893) | (1,167) | ||||
| Purchase of investments | (228,376) | (311,839) | ||||
| Proceeds from sale of investments | 415,840 | 311,000 | ||||
| Repayment (funding) of loan to unconsolidated joint venture | 115,000 | (5,500) | ||||
| Proceeds from sale of assets | 40,428 | — | ||||
| Other investing activities | 4,935 | (1,695) | ||||
| Net cash provided by (used in) investing activities | $ | 238,266 | $ | (85,310) |
(1)Excludes $3.2 million and $4.6 million spent to extend ground lease terms for the three months ended March 31, 2025 and 2024, respectively. We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of our Consolidated Statements of Cash Flows.
As of the date of this filing, approximately 6,700 sites related to the previously announced transaction with Millicom International Cellular S.A. (“Millicom”) remain under contract for approximately $925.0 million in cash. The remaining sites under contract have an estimated closing date of September 1, 2025; however, the ultimate closing is dependent upon regulatory approvals and other requirements and may differ from this date. In addition to the Millicom sites, we are under contract to purchase 18 communication sites for an aggregate consideration of $10.0 million in cash. We anticipate that these acquisitions will be closed by the end of the third quarter of 2025.
For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $53.0 million to $63.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,255.0 million to $1,275.0 million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.
Financing Activities
A detail of our financing activities is as follows:
| For the three months ended March 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Net repayments under Revolving Credit Facility (1) | $ | — | $ | 15,000 | ||
| Proceeds from issuance of Term Loans, net of fees (1) | — | 2,274,825 | ||||
| Repayment of Term Loans (1) | (5,750) | (2,268,000) | ||||
| Repayment of Tower Securities (1) | (1,165,000) | — | ||||
| Repurchase and retirement of common stock (2) | — | (106,157) | ||||
| Payment of dividends on common stock | (122,275) | (108,135) | ||||
| Proceeds from employee stock purchase/stock option plans | 36,002 | 17,091 | ||||
| Payments related to taxes on stock options and restricted stock units | (24,288) | (17,800) | ||||
| Other financing activities | (824) | 1,764 | ||||
| Net cash used in financing activities | $ | (1,282,135) | $ | (191,412) |
(1)For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.
(2)Subsequent to the first quarter of 2025, we repurchased 583 thousand shares of our outstanding Class A common stock for $122.9 million at an average price per share of $210.87 under our existing $1.0 billion stock repurchase plan. Shares repurchased were retired. On April 27, 2025, our Board of Directors authorized a new $1.5 billion stock repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $81.8 million. As of the date of this filing, we had $1.5 billion of authorization remaining under the new plan.
Dividends
For the three months ended March 31, 2025, we paid the following cash dividends:
| Payable to Shareholders | ||||||||
| of Record at the Close | Cash Paid | Aggregate Amount | ||||||
| Date Declared | of Business on | Per Share | Paid | Date Paid | ||||
| February 23, 2025 | March 13, 2025 | $1.11 | $122.3 million (1) | March 27, 2025 |
(1)Amount reflected includes the payment of $2.4 million in dividend equivalents.
Dividends paid in 2025 were ordinary taxable dividends.
Subsequent to March 31, 2025, we declared the following cash dividends:
| Payable to Shareholders | Cash to | |||||
| of Record at the Close | be Paid | |||||
| Date Declared | of Business on | Per Share | Date to be Paid | |||
| April 27, 2025 | May 22, 2025 | $1.11 | June 17, 2025 |
The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.
Registration Statements
We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the
three months ended March 31, 2025, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.
We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the three months ended March 31, 2025, we did not issue any securities under our automatic shelf registration statement.
Debt Instruments and Debt Service Requirements
Senior Credit Agreement
As of March 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Revolving Credit Facility under the Senior Credit Agreement
The key terms of the Revolving Credit Facility are as follows:
| Unused | ||||
| Interest Rate | Commitment | |||
| as of | Fee as of | |||
| March 31, 2025 (1) | March 31, 2025 (2) | |||
| Revolving Credit Facility | 5.405% | 0.140% |
(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.
(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.
The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2025 and 2024:
| For the three months | ||||||
| ended March 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Beginning outstanding balance | $ | — | $ | 180,000 | ||
| Borrowings | — | 125,000 | ||||
| Repayments | — | (110,000) | ||||
| Ending outstanding balance | $ | — | $ | 195,000 |
Subsequent to March 31, 2025, we made no borrowings from the Revolving Credit Facility.
Term Loan under the Senior Credit Agreement
2024 Term Loan
During the three months ended March 31, 2025, we repaid an aggregate of $5.75 million of principal on the 2024 Term Loan. As of March 31, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of March 31, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,514 tower sites owned by the Borrowers as of March 31, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.
The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2025:
| Security | Issue Date | Amount Outstanding(in millions) | Interest**** Rate (1) | Anticipated Repayment Date | Final Maturity Date | |||||||||
| 2020-1C Tower Securities | Jul. 14, 2020 | $750.0 | 1.884% | Jan. 9, 2026 | Jul. 11, 2050 | |||||||||
| 2020-2C Tower Securities | Jul. 14, 2020 | $600.0 | 2.328% | Jan. 11, 2028 | Jul. 9, 2052 | |||||||||
| 2021-1C Tower Securities | May 14, 2021 | $1,165.0 | 1.631% | Nov. 9, 2026 | May 9, 2051 | |||||||||
| 2021-2C Tower Securities | Oct. 27, 2021 | $895.0 | 1.840% | Apr. 9, 2027 | Oct. 10, 2051 | |||||||||
| 2021-3C Tower Securities | Oct. 27, 2021 | $895.0 | 2.593% | Oct. 9, 2031 | Oct. 10, 2056 | |||||||||
| 2022-1C Tower Securities | Nov. 23, 2022 | $850.0 | 6.599% | Jan. 11, 2028 | Nov. 9, 2052 | |||||||||
| 2024-1C Tower Securities | Oct. 11, 2024 | $1,450.0 | 4.831% | Oct. 9, 2029 | Oct. 8, 2054 | |||||||||
| 2024-2C Tower Securities (2) | Oct. 11, 2024 | $620.0 | 4.654% | Oct. 8, 2027 | Oct. 8, 2054 |
(1)Interest paid monthly.
(2)The interest rate reflected is the all-in fixed rate which includes the impact of our treasury lock agreement entered on September 11, 2024. The treasury lock agreement fixed the three-year treasury rate at 3.3985% for $620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrue interest at 5.115%.
Risk Retention Tower Securities
The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of March 31, 2025:
| Security | Issue Date | Amount Outstanding(in millions) | Interest**** Rate (1) | Anticipated Repayment Date | Final Maturity Date | |||||||||
| 2020-2R Tower Securities | Jul. 14, 2020 | $71.1 | 4.336% | Jan. 11, 2028 | Jul. 9, 2052 | |||||||||
| 2021-1R Tower Securities | May 14, 2021 | $61.4 | 3.598% | Nov. 9, 2026 | May 9, 2051 | |||||||||
| 2021-3R Tower Securities | Oct. 27, 2021 | $94.3 | 4.090% | Oct. 9, 2031 | Oct. 10, 2056 | |||||||||
| 2022-1R Tower Securities | Nov. 23, 2022 | $44.8 | 7.870% | Jan. 11, 2028 | Nov. 9, 2052 | |||||||||
| 2024-1R Tower Securities | Oct. 11, 2024 | $108.7 | 6.252% | Oct. 9, 2029 | Oct. 8, 2054 |
(1)Interest paid monthly.
To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation.
Debt Covenants
As of March 31, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.
Senior Notes
The table below sets forth the material terms of our outstanding senior notes as of March 31, 2025:
| Senior Notes | Issue Date | Amount Outstanding(in millions) | Interest Rate Coupon | Maturity Date | Interest Due Dates | Optional Redemption Date | ||||||
| 2020 Senior Notes | Feb. 4, 2020 | $1,500.0 | 3.875% | Feb. 15, 2027 | Feb. 15 & Aug. 15 | Feb. 15, 2025 | ||||||
| 2021 Senior Notes | Jan. 29, 2021 | $1,500.0 | 3.125% | Feb. 1, 2029 | Feb. 1 & Aug. 1 | Feb. 1, 2025 |
Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.
Debt Service
As of March 31, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.
The following table illustrates our estimate of our debt service requirement over the next twelve months ended March 31, 2026 based on the amounts outstanding as of March 31, 2025 and the interest rates accruing on those amounts on such date:
| (in thousands) | |||
| Revolving Credit Facility (1) | $ | 2,800 | |
| 2024 Term Loan (2) | 143,142 | ||
| 2020-1C Tower Securities | 761,292 | ||
| 2020-2C Tower Securities | 14,159 | ||
| 2021-1C Tower Securities | 19,371 | ||
| 2021-2C Tower Securities | 16,752 | ||
| 2021-3C Tower Securities | 23,491 | ||
| 2022-1C Tower Securities | 56,362 | ||
| 2024-1C Tower Securities | 70,510 | ||
| 2024-2C Tower Securities | 29,052 | ||
| 2020 Senior Notes | 58,125 | ||
| 2021 Senior Notes | 46,875 | ||
| Total debt service for the next 12 months | $ | 1,241,931 |
(1)As of March 31, 2025, no amount was outstanding under the Revolving Credit Facility. Subsequent to March 31, 2025, we made no borrowings under the Revolving Credit Facility.
(2)Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swaps which collectively swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165%.
Inflation
The impact of inflation on our operations has not been material to date. However, the impact of higher interest rates has impacted, and is expected to continue to impact, our growth rate and future operating results. Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity. In addition, persistent high rates of inflation could adversely affect our future operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America and Africa, which have inflationary index-based rent escalators.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.
The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of March 31, 2025:
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
| 2024 Term Loan | $ | 17,250 | $ | 23,000 | $ | 23,000 | $ | 23,000 | $ | 23,000 | $ | 2,167,750 | $ | 2,277,000 | $ | 2,279,846 | ||||||||
| 2020-1C Tower Securities (1) | — | 750,000 | — | — | — | — | 750,000 | 725,048 | ||||||||||||||||
| 2020-2C Tower Securities (1) | — | — | — | 600,000 | — | — | 600,000 | 515,640 | ||||||||||||||||
| 2021-1C Tower Securities (1) | — | 1,165,000 | — | — | — | — | 1,165,000 | 1,006,956 | ||||||||||||||||
| 2021-2C Tower Securities (1) | — | — | 895,000 | — | — | — | 895,000 | 762,719 | ||||||||||||||||
| 2021-3C Tower Securities (1) | — | — | — | — | — | 895,000 | 895,000 | 678,222 | ||||||||||||||||
| 2022-1C Tower Securities (1) | — | — | — | 850,000 | — | — | 850,000 | 870,145 | ||||||||||||||||
| 2024-1C Tower Securities (1) | — | — | — | — | 1,450,000 | — | 1,450,000 | 1,451,305 | ||||||||||||||||
| 2024-2C Tower Securities (1) | — | — | 620,000 | — | — | — | 620,000 | 618,884 | ||||||||||||||||
| 2020 Senior Notes | — | — | 1,500,000 | — | — | — | 1,500,000 | 1,461,420 | ||||||||||||||||
| 2021 Senior Notes | — | — | — | — | 1,500,000 | — | 1,500,000 | 1,370,625 | ||||||||||||||||
| Total debt obligation | $ | 17,250 | $ | 1,938,000 | $ | 3,038,000 | $ | 1,473,000 | $ | 2,973,000 | $ | 3,062,750 | $ | 12,502,000 | $ | 11,740,810 | ||||||||
(1)For information on the anticipated repayment date and final maturity date for each tower security, refer to “Debt Instruments and Debt Service Requirements” above.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of March 31, 2025. As of March 31, 2025, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 1.4% for the three months ended March 31, 2025.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Costa Rica, South Africa, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, Chile, and South Africa, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss, net. For the three months ended March 31, 2025, approximately 20.5% of our revenues and approximately 29.3% of our total operating expenses were denominated in foreign currencies.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at March 31, 2025. As of March 31, 2025, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.2% and 0.7%, respectively, for the three months ended March 31, 2025.
As of March 31, 2025, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at March 31, 2025 would have resulted in
approximately $111.8 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the three months ended March 31, 2025.
Special Note Regarding Forward-Looking Statements
This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements including our expectations and beliefs regarding:
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the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;
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our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;
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the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results, including churn;
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our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;
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our strategies for growing, and ability to grow, our cash flows;
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core leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;
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our site leasing business being characterized by stable and long-term recurring revenues;
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our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
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that we will be able to continue to secure rights to the land underlying our towers, and the impact of such strategy on our financial and operational results;
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the timing for closing of pending acquisitions, including the Millicom transaction;
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our future liquidity requirements, including our debt service in 2024, and our ability to meet such requirements with cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
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our election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;
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our capital allocation strategies and the impact of these strategies on our future financial and operational results including our goal of increasing our Adjusted Funds From Operations per share;
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our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;
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our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
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the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and
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the impact of certain tax and accounting matters on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
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developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;
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the impact of churn based on prior and future consolidation among wireless service providers;
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the ability of Echostar to become and compete as a nationwide carrier;
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the impact of high interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;
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our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;
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our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;
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our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;
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the health of the economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets;
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our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;
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our ability to secure and deliver anticipated services business at contemplated margins;
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our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address the issues that arise in connection with the building of new towers;
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our ability to compete for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;
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our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;
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our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;
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our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels;
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our ability to successfully estimate the impact of regulatory and litigation matters;
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natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
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a decrease in demand for our towers;
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the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;
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our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules and to utilize available NOLs to reduce REIT taxable income;
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our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and
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other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of March 31, 2025. Based on such evaluation, such officers have concluded that, as of March 31, 2025, our disclosure controls and procedures were effective.
PART II – OTHER INFORMATION
Item 5. OTHER INFORMATION
10b5-1 Trading Plans
During the three months ended March 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 6. EXHIBITS
| Exhibit No. | Description of Exhibits |
| 31.1 | Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 32.2 | Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* |
| 101.SCH | XBRL Taxonomy Extension Schema Document.* |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 | Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).* |
- Filed herewith
** Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SBA COMMUNICATIONS CORPORATION | |
| May 1, 2025 | /s/ Brendan T. Cavanagh |
| Brendan T. Cavanagh | |
| Chief Executive Officer | |
| (Duly Authorized Officer) | |
| May 1, 2025 | /s/ Marc Montagner |
| Marc Montagner | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
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