SBA Communications Corporation
2022 ANNUAL REPORT
YOUR SIGNAL
STARTS HERE.®
LEADER IN THE WIRELESS
COMMUNICATIONS
INFRASTRUCTURE INDUSTRY
CONTENTS
ESSENTIAL INFRASTRUCTURE
Macro Towers: Essential 5G Infrastructure
Extensive Spectrum Deployment
CORPORATE RESPONSIBILITY
FINANCIAL HIGHLIGHTS
TO OUR SHAREHOLDERS
FORM 10-K
International
Sustainability
Philanthropy
PAGE
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5
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sbasite.com | SBA Communications | 2022 Annual Report ESSENTIAL
INFRASTRUCTURE®
Macro Towers:
Essential 5G
Infrastructure
During 2022, macro towers once again
Throughout the year, SBA stayed focused
demonstrated their stability, strength and
on our core business. By continuously
value to mobile carriers as they continued
expanding and improving our infrastructure
to build out their 5G networks globally.
portfolio, we bring the right resources,
Cell towers remain an essential
capabilities and exclusive tower assets
infrastructure component for 5G
to our customer-carriers to enhance the
networks, enabling the higher download
quality and reach of their networks. At SBA,
speeds and bandwidth necessary to
our strength and durable business model
wirelessly connect virtually everyone
are built upon our robust, high-quality tower
and everything.
portfolio and the mission-critical role it plays
in the communication networks of today
Grounded in a reliable framework of macro
and tomorrow.
towers, 5G networks support the demand
for mobile data; streaming video; remote
work, learning and healthcare apps;
and the development of smart homes
and workplaces. Ultimately, towers will
provide the infrastructure backbone for
transformative technologies such as virtual
reality and AI, cognitive networks, smart
power grids, and other wireless advances
yet unimagined.
4
2022 Annual Report | SBA Communications | sbasite.com Extensive
Spectrum
Deployment
In 2022, Verizon and AT&T began broadly
deploying newly acquired C-band and
3.45 GHz spectrum on macro sites across
the United States. T-Mobile continued its
nationwide 5G buildout utilizing its vast
holdings in the 2.5 GHz band, as well as
holdings in the 600 MHz band. Dish also
made strides in deploying its greenfield 5G
network with its trove of spectrum holdings.
This activity ramped up the multi-year
deployment of mid-band spectrum that
offers an optimal combination of speed,
capacity and coverage to deliver next-
generation networks and true nationwide
5G service. In a competitive landscape,
better capacity means a better network,
and carriers are moving swiftly to add
new 5G network equipment on many of
our existing towers to achieve their goals.
In this fast-moving environment, SBA is
committed to supporting our customer-
carriers to innovate and expand their
International
Wireless usage continues to expand
In 2022, SBA expanded our footprint in
across our global markets as mobile
many of our markets, most significantly in
devices become indispensable to everyday
our second largest market, Brazil. Growth
life. In addition, the deployment of mobile
and stability in our international markets
broadband, spectrum auctions and the
demonstrate the foresight of our long-held
transition to 5G in many markets are further
and disciplined approach to selectivity
fueling network buildout. SBA continues to
about our transactions and the markets
optimize our tower assets and operations
we enter. We look for strong competition
to provide our customer networks with
among carriers with a focus on network
quality infrastructure in preferred locations
quality; growing demand for wireless by the
to satisfy the exponential growth in wireless
country’s users; future spectrum auctions;
demand.
and established laws that support our
business.
39,000+
16
4
networks through the strength, reliability
TOWERS
MARKETS
CONTINENTS
and strategic locations of our towers.
5
sbasite.com | SBA Communications | 2022 Annual Report Corporate
Responsibility
6
Sustainability
Our sustainability strategy focuses on
driving long-term shareholder value through
good corporate citizenship. We integrate
environmental, social and governance factors
into our business and focus on the issues that
are most material to our financial performance,
operational risk and stakeholders.
As a leading provider of essential infrastructure,
sustainability lies at the core of our business.
Our shared infrastructure model promotes the
development of sustainable communications
networks and helps bring connectivity to
underserved and emerging markets.
We continuously seek ways to maximize the
sustainability of our operations and minimize
our environmental footprint across our assets
and markets. We are proud to have committed
to setting near-term science-based targets with
the Science Based Targets initiative to reduce
our Scope 1, Scope 2 and Scope 3 emissions.
Our investment in renewable energy and
efficiency programs remain key components of
our decarbonization strategy.
Diversity, equity and inclusion continue to be
important focus areas for our organization.
Attracting, developing and retaining a diverse
and inclusive workforce is critical to our long-
term success as a company. We also engage
local and diverse suppliers to stimulate
economic growth in the local communities in
which we operate.
Our Sustainability Report details our
commitment to sustainable, ethical and socially
responsible business practices across our value
chain. We encourage all of our stakeholders to
join us in Building Better Wireless.
2022 Annual Report | SBA Communications | sbasite.com Philanthropy
At SBA, we recognize the power of philanthropy
or disabled; and animal welfare, to support local
to create a positive impact and contribute to
shelters and adoptions, and environmental
the welfare of communities. By contributing
endeavors to improve wildlife, our oceans and
their time, talent, charitable funds and passion,
the planet.
across our global markets, team members
support their communities and give generously
In addition, our corporate philanthropic
to those in need.
How We Participate
initiatives support outreach to enhance the
quality of life for individuals and communities.
Support includes, among other areas,
healthcare (through strategic hospital
Our team members play a key role in our
partnerships and supporting healthcare
philanthropic goals, contributing through
foundations for children), higher education
volunteer and charitable giving programs that
(by providing university professorships and
foster individual choice and reflect the causes
student scholarships), and the performing arts.
they care about most deeply.
Our industry outreach focuses on nonprofits
supporting veterans and family members of
We empower our team members to donate
injured or disabled essential tower workers and
to and volunteer with nonprofit organizations
supporting our customer and industry charitable
of their choice within our program guidelines.
initiatives for these causes.
SBA cares offers both team and individual
volunteer time off, as well as contributions
In 2022, disaster relief became a focus following
to match team members’ charitable giving.
major hurricanes and other natural disasters.
Under the Volunteer Time Off program, we
Hurricane Ian, for example, became the deadliest
make available over 28,000 hours to support
hurricane to strike Florida, our headquarters state,
nonprofits.
in 87 years. In response to these devastating
events, SBA hosted a dedicated microsite for
Our team members also give generously of
team member donations to assist those affected
their own financial resources by participating
with matching funds by SBA.
in employee charitable giving, maximizing
the power of company matching funds and
We take pride in our team members’ dedication
donating to over 100 different charitable
to aiding individuals and communities in need
organizations globally.
Where We Engage
and responding to the unexpected challenges
created by natural disaster emergencies. SBA
is committed to extending philanthropic support
to enhance how we “Change Lives” and create
Through SBA cares, our team members direct
positive transformation in the markets we serve.
their charitable efforts to address vulnerabilities
that impact their communities by contributing to
an array of nonprofits. These include children-
focused initiatives; health-related efforts
to support research, education and critical
programs in the fight against major illnesses;
social services to support the disadvantaged
7
sbasite.com | SBA Communications | 2022 Annual Report
Financial
Highlights
Site Leasing Revenues in Millions ($)
2022
2021
2020
2019
2018
2017
2016
Site Leasing Operating Profit in Millions ($)
2022
2021
2020
2019
2018
2017
2016
$1,487m
$1,368m
$1,264m
$1,196m
$2,337m
$2,104m
$1,954m
$1,861m
$1,740m
$1,623m
$1,538m
$1,891m
$1,718m
$1,581m
+ 11.0%
Site leasing revenue for the year 2022 was
$2,337 million compared to $2,104 million for
the year 2021; an increase of 11.0%.
+ 10.1%
Site leasing segment operating profit for the year
2022 was $1,891 million compared to $1,718 million
for the year 2021; an increase of 10.1%.
8
2022 Annual Report | SBA Communications | sbasite.com In thousands (except per share data)
for year ended December 31,
Revenues
Site Leasing
Site Development
Total Revenues
Cost of Revenues
Site Leasing
Site Development
Total Cost of Revenues
Operating Profit
Site Leasing
Site Development
Total Operating Profit
2021 2022 % change
$2,104,087
$2,336,575
$204,747
$296,879
$2,308,834
$2,633,454
$386,391
$445,685
$159,093
$222,965
$545,484
$668,650
$1,717,696
$1,890,890
$45,654
$73,914
$1,763,350
$1,964,804
11.0%
45.0%
14.1%
15.3%
40.1%
22.6%
10.1%
61.9%
11.4%
Selling, general & administrative expenses
$220,029
$261,853
Net income attributable to
SBA Communications Corporation
Basic net income per share
Diluted net income per share
Weighted average number of shares (basic)
Weighted average number of shares (diluted)
As of December 31, cash, cash equivalents, short-term
investments and short-term restricted cash
Total assets
$237,624
$461,429
$2.17
$2.14
109,328
111,177
$4.27
$4.22
107,957
109,386
$432,839
$185,667
$9,801,699
$10,585,041
Total principal amount of indebtedness
$12,396,000
$12,952,000
9
sbasite.com | SBA Communications | 2022 Annual Report TO OUR
SHAREHOLDERS
10
2022 Annual Report | SBA Communications | sbasite.com of the quality of service
we provide to our
customers, enabling
”I am incredibly proud
them to offer 4G and,
service to their users.
services revenue and
financial results we
reported including
I am proud of the
robust domestic organic
lease-up, record-breaking
increasingly, 5G wireless
strong year-over-year
AFFO per share growth.
2022 proved yet again that macro towers
again stood tall in the face of adversity.
are the cornerstone of communications
2022 reaffirmed what I already knew;
infrastructure. As we entered the new
even in periods of immense uncertainty,
year, the world started to feel relief from
cellular towers are critical infrastructure,
the hardships brought by COVID-19.
and SBA has the best portfolio in the world
Businesses were busier. People returned
in terms of asset quality. I am incredibly
to restaurants, family gatherings and
proud of the quality of service we provide
live events. COVID-19 relented, and
to our customers, enabling them to
everyday life started to feel normal once
offer 4G and, increasingly, 5G wireless
again. 2022 was off to a strong start.
service to their users. I am proud of the
However, the good times would not last
financial results we reported including
long. In February, Russia invaded Ukraine,
robust domestic organic lease-up, record-
setting off geopolitical alarms and creating
breaking services revenue and strong
shockwaves through the capital markets.
year-over-year AFFO per share growth.
The world watched and hoped for a quick
While operating within the new business
and peaceful resolution; however, when
environment and making prudent, risk-
one was not realized, we were again
adjusted decisions, we executed well and
thrust into a tenuous market. Not weeks
positioned ourselves for an exciting 2023.
later, headlines of inflation and increased
costs started to emerge. Businesses and
households were experiencing change,
creating new global concerns and capital
market instabilities. Inflation continued
to climb, and policymakers began to act,
hiking interest rates more quickly than
at any time in recent history. Slowing
the economy and damping consumer
demand became the goal. Again, adding
to market fragility and creating new
business challenges. Fast forward to today;
recession may be inevitable, and the future
unknown. However, as I reflect on the
many challenges we faced in 2022, SBA
Amid a turbulent stock market, we reported
strong financial results in 2022, completing
one of our best years operationally in
recent history. SBA grew cash site leasing
revenue, tower cash flow and Adjusted
EBITDA by 10.8%, 9.4%, and 10.1%,
respectively. We posted very healthy tower
cash flow and Adjusted EBITDA margins of
80.7% and 68.2%. Our services segment
smashed our internal expectations,
allowing us to raise our guidance for the
segment each quarter and finishing the
year $94 million above the midpoint of our
initial outlook. We finished the year with
11
sbasite.com | SBA Communications | 2022 Annual Report Steven E. Bernstein
Founder and Chairman of the Board
Jeffrey A. Stoops
Director, President and
Chief Executive Officer
Kevin L. Beebe
Director
Mary S. Chan
Director
Duncan H. Cocroft
Director
Jay L. Johnson
Director
George R. Krouse Jr.
Director
Jack Langer
Lead Independent Director
Fidelma Russo
Director
sequentially higher gross and net same-
tower organic growth, ending the year at
8.5% and 5.0%, respectively. We expect
strong activity to continue into 2023 as
mid-band spectrum gets rolled out across
the entire country. C-band and 3.45 GHz
deployments are each expected to be
material contributors. Not to be outdone by
the U.S., our international customers were
extremely busy as well. Telefonica, Claro,
TIM, Airtel, Tigo, Vodacom, all worked
on their 4G and 5G network expansion
goals. The number of connected devices
and consumers’ appetite for wireless
services continues to grow and carriers are
investing heavily in their networks to keep
up. Big data, artificial intelligence, virtual
reality and smart applications are all finding
their way to the wireless network and all
reasons why I am so excited
about the future.
Our balance sheet remained a top priority
in 2022. In November, we completed a five-
year, $850 million Secured Tower Revenue
Securities debt issuance, using proceeds
to pay off $640 million of maturing
securities as well as pay down a portion
$297 million of revenue and $74 million of
customers were laser-focused on providing
of outstanding principal on our revolver,
gross profit, the best year in our services
a great overall experience for their users.
enhancing our liquidity position and
history. We posted the highest AFFO per
For 5G service, that means reduced
terming out a portion of our debt. We were
share in the industry, $12.25 per share,
latency, high reliability, and ultra-fast
encouraged by the healthy demand from
a 14.1% increase from 2021. We ended
speeds. In the United States, all four major
investors. As to future financings, we do
the year at 6.9x net debt to LQA Adjusted
carriers were busy with 5G deployments,
not have any debt maturities until October
EBITDA, slightly below our target range
either building a new network, upgrading
2024, giving us plenty of flexibility to
of 7.0 to 7.5x, giving us plenty of capital
their networks with newly available
maneuver in a choppy market. Throughout
capacity for the right opportunity. Our net
spectrum or recycling existing spectrum
2022, the quality of our business and
cash interest coverage ratio was also
from older technologies. T-Mobile was busy
our preponderance of domestic tower
a solid 4.7x at the end of the year. We
integrating Sprint’s 2.5 GHz spectrum.
revenue shined through. In December,
ended the year with an ROIC of 10.5%, an
Both AT&T and Verizon began deploying
SBA received an upgrade from S&P across
impressive return for any long-lived assets.
newly acquired C-band. And the newest
each of our ratings, putting us one notch
The 2022 year was an all-around success.
entrant, Dish, worked towards their goal of
below investment grade for our corporate
Operationally, we saw tremendous activity
both domestically and internationally. Our
covering 70% of the U.S. population with
rating. Shortly after S&P’s upgrade, in
5G by June 2023. Each quarter, we posted
March of this year, we also received a one
12
2022 Annual Report | SBA Communications | sbasite.com notch upgrade from Moody’s. While we did
land and ground easements underneath our
We have also made tremendous strides
not take explicit action in pursuit of a credit
tower sites, ensuring our sites are secured
with our own ESG strategies and goals as
upgrade, we were pleased with the positive
for many years into the future.
we focus on issues that are most material
outcome. As it stands today, our preference
is not to be investment grade. However,
our current rating would allow us to get
there in short order if we saw the benefit at
some point in the future.
After portfolio growth, our dividend was our
third largest capital allocation in 2022. We
paid a total of $307 million, a 21% increase
compared to 2021 and one of the (if not
the) fastest-growing dividends in the REIT
We exceeded our five to ten percent
space. While the year-over-year increase
portfolio growth goal, growing our site
is substantial, the amount paid represented
count by an impressive 15%. The largest
only 23% of 2022 AFFO, a relatively low
contributor came from an existing market,
payout ratio. This enabled us to continue
where we acquired 2,600 sites from
to invest meaningfully back in the business
Grupo TorreSur, increasing our site count
and we expect to keep a similar formula
in Brazil to over 12,000. These new sites
moving forward. In addition to new assets
complemented our existing footprint,
and our dividend, we allocated $432 million
to our financial performance, operational
risk and stakeholder priorities. To mention
one in particular, SBA has committed to
setting science-based emission reduction
targets with the Science Based Targets
initiative in accordance with the Paris
Agreement. I encourage you to read our
2021 Sustainability Report that can be
found on our website for additional details.
As a shareholder, we value your input
as we work together towards building a
more sustainable and connected place for
everyone.
adding sites in Sao Paulo state, a region
towards repurchasing shares, an ongoing
I’d like to conclude with a heartfelt thank
where our existing portfolio was under-
effort to be a share count minimizer. Our
you. I have announced my retirement,
penetrated. In Tanzania, one of our newer
view towards capital allocation remains
and this will be my final letter to our
markets, we acquired 1,400 sites from
the same after payment of the dividend;
shareholders. It’s been my great honor
Airtel in a sale-lease back arrangement.
analyze and compare all investment
to lead this Company for so many years
This market will require significant wireless
opportunities with a focus on prioritizing
and I have no doubt I am leaving it in
investment, and we’re excited about future
high quality, long-term, risk-adjusted
capable hands. My time at SBA has
growth opportunities. Combined, those
returns with the goal of maximizing
been challenging, fulfilling, personally
two acquisitions represent $900 million of
distributable cash flow per share.
and professionally gratifying and, as
invested capital, with both deals accretive
to AFFO per share and long-term value
creators for our shareholders. We also built
over four hundred and fifty sites, allocating
$69 million throughout our sixteen markets,
including in our newest market, the
Philippines. We build high quality sites, built
for colocation, in markets where we have
near-term visibility to a second or even
third tenant. New builds with strong lease-
up are some of the best yielding assets in
our portfolio and we plan to expand our
opportunities moving forward. Our appetite
for new assets, both built and acquired sites,
continues to be strong, and we will once
again in 2023 strive towards our previously
stated goal of five to ten percent portfolio
growth. We spent $44 million on buying
In addition to our core tower assets, we
continue to pursue adjacent businesses
with strong ties back to our tower sites.
We are always looking for ways to serve
our customers. These businesses include
importantly, a lot of fun. I want to personally
thank all the individuals who helped me
build SBA tower by tower. I’m encouraged
about the future, and I believe the next 25
years will be as good as the last 25.
data centers as we prepare ourselves for
I look forward to serving as your
the convergence of towers and compute
Chairman of the Board and continuing
capabilities at the edge. Others include
our great SBA legacy.
energy-as-a-service at our tower site as
our customers look to limit their energy
Sincerely,
consumption and shift towards renewables
as part of their ESG goals. While unlikely
these businesses become material for
SBA in the near term, we believe these
will provide very good opportunities in the
future.
Jeffrey A. Stoops
President and Chief Executive Officer
13
sbasite.com | SBA Communications | 2022 Annual Report FORM 10-K
2022 FINANCIAL INFORMATION
14
2022 Annual Report | SBA Communications | sbasite.com UNITED STATES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 10-K
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
For the fiscal year ended December 31, 2022
OR
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
For the transition period from ___________ to ___________
Commission file number: 001-16853
Commission file number: 001-16853
SBA COMMUNICATIONS CORPORATION
SBA COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of
Florida
(State or other jurisdiction of
incorporation or organization)
incorporation or organization)
8051 Congress Avenue
8051 Congress Avenue
Boca Raton, Florida
(Address of principal executive offices)
Boca Raton, Florida
(Address of principal executive offices)
65-0716501
(I.R.S. Employer
65-0716501
(I.R.S. Employer
Identification No.)
Identification No.)
33487
(Zip Code)
33487
(Zip Code)
Title of Each Class
Title of Each Class
Class A Common Stock, $0.01 par value per share
Class A Common Stock, $0.01 par value per share
Registrant’s telephone number, including area code (561) 995-7670
Registrant’s telephone number, including area code (561) 995-7670
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
Trading Symbol
SBAC
SBAC
Name of Each Exchange on Which Registered
Name of Each Exchange on Which Registered
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
(NASDAQ Global Select
(NASDAQ Global Select
Market)
Market)
Securities registered pursuant to Section 12(g) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
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
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 ¨
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 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T 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
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
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.
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Large Accelerated Filer x
¨
Non-Accelerated Filer
¨
Non-Accelerated Filer
Emerging Growth 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. ¨
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☒
its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $34.2 billion as of June 30, 2022.
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $34.2 billion as of June 30, 2022.
The number of shares outstanding of the Registrant’s common stock (as of February 15, 2023): Class A common stock — 108,038,955.
The number of shares outstanding of the Registrant’s common stock (as of February 15, 2023): Class A common stock — 108,038,955.
¨
Accelerated Filer
¨
Accelerated Filer
Smaller Reporting Company ¨
Smaller Reporting Company ¨
Documents Incorporated By Reference
Documents Incorporated By Reference
Portions of the Registrant’s definitive proxy statement for its 2023 annual meeting of shareholders, which proxy statement will be filed no later than 120
Portions of the Registrant’s definitive proxy statement for its 2023 annual meeting of shareholders, which proxy statement will be filed no later than 120
days after the close of the Registrant’s fiscal year ended December 31, 2022, are hereby incorporated by reference in Part III of this Annual Report on Form
days after the close of the Registrant’s fiscal year ended December 31, 2022, are hereby incorporated by reference in Part III of this Annual Report on Form
10-K.
10-K.
Table of Contents
PART I
BUSINESS
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4. MINE SAFETY DISCLOSURE
PROPERTIES
LEGAL PROCEEDINGS
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
RESERVED
OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
ITEM 12.
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
RELATED STOCKHOLDER MATTERS
INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
SIGNATURES
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ITEM 1. BUSINESS
General
We are a leading independent owner and operator of wireless communications infrastructure, including tower structures,
rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or
“sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America,
Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which
contributed 96.2% of our total segment operating profit for the year ended December 31, 2022. In our site leasing business, we (1)
lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites
for property owners under various contractual arrangements. As of December 31, 2022, we owned 39,311 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.
Business Strategy
Our primary strategy is to continue to focus on expanding our site leasing business through organic growth and expansion of
our tower portfolio to create shareholder value. We believe that the long-term and repetitive nature of our site leasing business will
permit us to maintain a stable, recurring cash flow stream and reduce our exposure to cyclical changes in customer spending which
arises in our site development business. Key elements of our strategy include:
Organic Growth.
• Maximizing our Tower Capacity. We generally have constructed or acquired towers that accommodate multiple tenants and
a majority of our towers are high capacity tower structures. Most of our towers have significant capacity available for
additional antennas, and we believe that increased use of our towers’ structural capacity can generate additional lease
revenue and be achieved at a low incremental cost. We measure the available capacity of our existing sites to support
additional tenants by assessing several factors, including tower height, tower type, wind loading, environmental conditions,
existing equipment on the tower and zoning and permitting regulations in effect in the jurisdiction where the tower is
located. We actively market space on our towers through our internal sales force. As of December 31, 2022, we had an
average of 1.9 tenants per tower structure.
• Capitalizing on our Scale and Management Experience. We are a large owner, operator and developer of towers, with
substantial capital, human, and operating resources. We have been developing towers for wireless service providers in the
U.S. since 1989 and owned and operated towers for ourselves since 1997. We believe our size, experience, capabilities, and
resources make us a preferred partner for wireless service providers both in the U.S. and internationally. Our management
team has extensive experience in site leasing and site development, with some of the longest tenures in the tower and site
development industries. We believe that our industry expertise and strong relationships with wireless service providers will
permit us to continue to organically grow our site leasing and site development services.
Systematic Tower Portfolio Growth. We believe that our tower operations are highly scalable. Consequently, we believe that
we are able to materially increase our domestic and international tower portfolio without proportionately increasing selling, general,
and administrative expenses. We intend to continue to grow our tower portfolio, domestically and internationally, through tower
acquisitions and the construction of new tower structures. We believe that one of the best uses of our liquidity, including cash from
operating activities and borrowings, is to acquire and/or build new towers at prices that we believe will be accretive to our
shareholders both in the short and long term and which allow us to maintain our long-term target leverage ratios.
• Disciplined Tower Acquisitions. In our tower acquisition program, we pursue towers from third parties that meet or exceed
our internal guidelines regarding current and future potential returns. For each acquisition, we prepare various analyses that
include projections of several different investment return metrics, review of available capacity, future lease up projections,
and a summary of current and future tenant/technology mix.
• New Build Program. We build new towers domestically and internationally. In our new build program, we construct tower
structures (1) under build-to-suit arrangements or (2) in locations that are strategically chosen by us. Under build-to-suit
arrangements, we build tower structures for wireless service providers at locations that they have identified. Under these
arrangements, we retain ownership of the tower structure and the exclusive right to co-locate additional tenants. When we
construct tower structures in locations chosen by us, we utilize our knowledge of our customers’ network requirements to
identify locations where we believe multiple wireless service providers need, or will need, to locate antennas to meet
capacity or service demands. We seek to identify attractive locations for new tower structures and complete pre-
construction procedures necessary to secure the site concurrently with our leasing efforts. We generally will have at least
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one signed tenant lease for each new build tower structure on the day that it is completed and expect that some will have
multiple tenants.
• International Tower Growth. The majority of our international markets typically have less mature wireless networks with
limited wireline infrastructure and lower wireless data penetration rates than those in the United States. Accordingly, our
tower growth in these markets is primarily driven by (1) wireless service providers seeking to increase the quality and
coverage of their networks, (2) increased consumer mobile data traffic, such as media streaming, mobile apps and games,
web browsing, and email, and (3) incremental spectrum auctions as well as incremental voice and data network
deployments.
• International Market Expansion. We believe that we can create substantial value by expanding our site leasing services
into select international markets which we believe have a high-growth wireless industry and relatively stable political and
regulatory environments. We consider various factors when identifying a market for our international expansion, including:
o Country analysis – We consider the country’s economic and political stability and whether the country’s general
business, legal, and regulatory environment is conducive to the sustainability and growth of our business.
o Market potential – We analyze the expected demand for wireless services and whether a country has multiple wireless
service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions
that have occurred or that are anticipated to occur.
o Risk adjusted return criteria – We consider whether buying or building towers in a country and providing our
management and leasing services will meet our return criteria. As part of this analysis, we consider the risk of entering
into an international market (for example, the impact of foreign currency exchange rates and inflation, real estate,
permitting, and taxation risks) and how our expansion meets our long-term strategic and financial objectives for the
region and our business generally.
Using our Local Presence to Build Strong Relationships with Major Wireless Service Providers. Given the nature of towers
as location-specific communications facilities, we believe that substantially all of what we do is done best locally. Consequently, we
have a broad field organization that allows us to develop and capitalize on our experience, expertise, and relationships in each of our
local markets which in turn enhances our customer relationships. We seek to replicate this operating model internationally. Due to our
presence in local markets, we believe we are well positioned to organically grow our site leasing business and to capture new tower
build opportunities in our markets and identify and participate in site development projects across our markets.
Controlling our Underlying Land Positions. We believe that a primary component of a strong site leasing business is the
ability to control the underlying land positions. Consequently, we have acquired perpetual easements, long-term leases, or other
property interests for the land that underlies our tower structures and intend to continue to do so to the extent available at
commercially reasonable prices. We believe that these perpetual easements, long-term leases, and other property interests will increase
our margins, improve our cash flow from operations, and minimize our exposure to increases in rents for property interests in the
future. As of December 31, 2022, approximately 70% of our tower structures were located on land that we own or control for more
than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our
control, was 36 years. As of December 31, 2022, approximately 10.1% of our tower structures had ground leases or other property
interests maturing in the next 10 years.
Exploring Opportunities in Evolving Technologies and Ancillary Services. In addition to our traditional tower-related
services, we continue to explore ancillary services and evolving technologies that we believe will allow us to create additional value
by leveraging our current assets, capabilities, and relationships with wireless service providers and others by expanding SBA’s
business within the growing communications ecosystem. This includes supporting efforts for edge data centers and private networks
utilizing cellular and Wi-Fi technologies. For example, we are exploring ways to participate in edge computing infrastructure to
support existing and future customers’ increasing need to deploy computing capabilities to locations closer to their end users, such as
regional data centers and smaller local data centers located at the base of our towers. SBA owns three regional data centers and
multiple tower-based data centers in support of this initiative. With regard to open-access networks, SBA works with real estate
developers in deploying networks that are accessible throughout a community’s various common areas and resident amenities. We
have also partnered with carriers and high-traffic consumer retailers in developing systems for the offloading of data to wireless
networks. Additionally, we are exploring opportunities to leverage tower assets and infrastructure to provide energy as a service,
including through the deployment of on-site battery backup systems and solar energy solutions.
Industry Developments
We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of
their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and
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add new equipment at existing sites. We expect that the wireless communications industry will continue to experience growth as a
result of the following trends:
• Consumers are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data
applications, such as high-definition streaming, banking, gaming, social networking, enhanced web browsing, and
machine-to-machine applications. According to a report published by Ericsson in November 2022, global total mobile data
traffic was estimated to reach around 90 exabytes per month by the end of 2022 and is projected to grow by nearly a factor
of 3.6x to reach 324 exabytes per month in 2028.
• The velocity of spectrum development is expected to remain dynamic as carriers continue to deploy new bands and
optimize bands that are currently in service, both of which activities we expect will require carriers to install equipment at
new sites and add new equipment at existing sites. For example, recent and future spectrum auctions, such as the C-Band
auction, Auction 108, and Auction 110 in the U.S. are expected to continue to contribute to growth in the upcoming years.
In addition, the continued deployment of 5G wireless technologies is expected to increase equipment installation at existing
sites.
• Consumers list network quality as a key contributor when terminating or changing service. To remain competitive and to
decrease subscriber churn rates, wireless carriers have made substantial capital investments into their wireless networks to
improve service quality and expand coverage. We expect wireless carriers to continue to expend capital to differentiate
their product offerings.
We believe that the worldwide wireless industry will continue to grow and is reasonably well-capitalized, highly competitive
and focused on quality and advanced services. Therefore, we expect that we will see a multi-year trend of additional demand for tower
space from our customers, which we believe will translate into steady leasing growth for us.
Our Businesses
Site Leasing Services
Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under
long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania.
We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into tenant leases
with us, each of which relates to the lease or use of space at an individual site. Our site leasing business generates substantially all of
our total segment operating profit, representing 96.2% or more of our total segment operating profit for the past three fiscal years. Our
site leasing business is classified into two reportable segments, domestic site leasing and international site leasing.
Domestic Site Leasing
As of December 31, 2022, we owned 17,416 sites in the United States and its territories. For the year ended December 31,
2022, we generated 76.1% of our total site leasing revenue from these sites. We derive domestic site leasing revenues primarily from
T-Mobile, AT&T Wireless, Verizon Wireless, and DISH Wireless. In the United States, our tenant leases are generally for an initial
term of five years to 10 years with multiple renewal periods at the option of the tenant. These tenant leases typically contain specific
annual rent escalators, including renewal option periods. Our ground leases and other property interests in the United States are
generally for an initial term of five years or more with multiple renewal periods, which are at our option, and provide for specific
annual rent escalators. As of December 31, 2022, no U.S. state or territory accounted for more than 10% of our total tower portfolio by
tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, 2022.
International Site Leasing
We currently own and operate towers in 15 international markets throughout South America, Central America, Canada,
South Africa, the Philippines, and Tanzania. As of December 31, 2022, we owned 21,895 sites in our international markets, of which
approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market)
represented more than 5% of our total towers. Our operations in our international markets are primarily in the site leasing business,
and we continue to focus on growing our international site leasing business through the acquisition and development of towers and
organic growth.
We derive international site leasing revenues from all the major carriers in each of the 15 countries in which we operate. In
our international markets, our tenant leases are either individual leases by tower site or governed by master lease agreements, which
provide for the material terms and conditions that will govern the terms of the use of the site. Our tenant leases are generally for an
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initial term of five years to 15 years with multiple renewal periods at the option of the tenant. Our tenant leases 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, and fuel.
In our international markets, ground leases and other property interests are generally for an initial term of five years or more
with multiple renewal periods, which are at our option. Our ground leases typically either (1) contain specific annual rent escalators or
(2) escalate annually in accordance with an inflationary index.
In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital
expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases and other
property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets, our local
currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile,
South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground
leases and other property interests, and other tower-related expenses are denominated in local currency. In Argentina, Colombia, Costa
Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property
interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
Site Development Services
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 that 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 services 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. These
market offices are responsible for all site development operations.
Customers
We depend on a relatively small number of customers for our site leasing and site development revenues. The following
customers represented at least 10% of our total revenues during the last three years:
Percentage of Total Revenues
T-Mobile
AT&T Wireless
Verizon Wireless
For the year ended December 31,
2020
2021
2022
36.4%
19.6%
14.5%
36.2%
22.2%
14.7%
34.5%
24.1%
14.1%
In addition to the Big 4 wireless carriers (T-Mobile, AT&T Wireless, Verizon Wireless, and DISH Wireless), we have also
provided services or leased space to a number of customers including:
Airtel Tanzania
Cellular South
Claro
Freedom Mobile
Liberty Technologies
MTN
NII Holdings
Oi S.A.
SouthernLinc
Telkom
Tigo
TIM
Telefonica
U.S. Cellular
Vodacom
Sales and Marketing
Our sales and marketing goals are to:
• use existing relationships and develop new relationships with wireless service providers to lease antenna space on and sell
related services with respect to our owned towers or managed properties, enabling us to grow our site leasing business; and
• successfully bid and win those site development services contracts that will contribute to our operating margins and/or
provide a financial or strategic benefit to our site leasing business.
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We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is
supplemented by members of our executive management team. Our dedicated salespeople are based regionally as well as in our
corporate office. We also rely on our vice presidents, directors, and other operations personnel to sell our services and cultivate
customer relationships. Our strategy is to delegate sales efforts by geographic region or to those employees of ours who have the best
relationships with our customers. Most wireless service providers have national corporate headquarters with regional and local offices.
We believe that wireless service providers make most decisions for site development and site leasing services at the regional and local
levels with input from their corporate headquarters. Our sales representatives work with wireless service provider representatives at
the regional and local levels and at the national level when appropriate. Our sales staff’s compensation is heavily weighted to
incentive-based goals and measurements.
Competition
Domestic Site Leasing – In the U.S., our primary competitors for our site leasing activities are (1) large independent tower
companies including American Tower Corporation and Crown Castle International; (2) a number of regional independent tower
owners; (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna
space to other providers; and (4) owners and operators of alternative facilities such as rooftops, outdoor and indoor distributed antenna
system (“DAS”) networks, billboards, utility poles, and electric transmission towers.
International Site Leasing – Internationally, our competition consists of wireless service providers that own and operate their
own tower networks, large multinational, national, and regional independent tower companies, and alternative facilities such as
rooftop, outdoor and indoor networks, billboards, utility poles, and electric transmission towers.
We believe that tower location and capacity, quality of service, density within a geographic market, and price historically
have been and will continue to be the most significant competitive factors affecting the domestic and international site leasing
business.
Site Development – The site development business is competitive and price sensitive. We believe that the majority of our
competitors in the U.S. site development business operate within local region and market areas, while some firms offer their services
nationally. The market includes participants from a variety of market segments offering individual, or combinations of, competing
services. The field of competitors includes site development companies, zoning consultants, real estate firms, wireless construction
companies, tower owners, telecommunications equipment vendors, which provide end-to-end site development services through
multiple subcontractors, and wireless service providers’ internal staff. We believe that providers base their decisions for site
development services on a number of criteria, including company experience, price, track record, local reputation, geographic reach,
and time for completion of a project.
Human Capital
Our corporate offices are located in Boca Raton, Florida. We also have employees located in our international, regional, and
local offices. We consider our employee relations to be good. As of December 31, 2022, we had 1,834 employees of which 625 were
based outside of the U.S. and its territories.
Diversity, Equity, and Inclusion. We recognize and appreciate the impact that our employees have on the success of our
company, our customers, and the communities we serve. We pride ourselves in promoting an inclusive environment that celebrates
and encourages all forms of diversity. We also value all those who serve our country and are proud to support military veterans and
their families as they transition out of the military. As of December 31, 2022, women represented 41% of our global workforce and
41% of our U.S. employees identified as a racial or ethnic minority.
Talent Management. We recognize the value of attracting, developing, engaging, and retaining our talent. We invest in our
employees’ professional growth and development by providing resources and opportunities to develop their skills and expand their
expertise. We see diversity of thought and experiences as critical factors to the long-term success of SBA. As such, we are committed
to building a pipeline of future business leaders by strategically recruiting and retaining diverse candidates.
Employee Well-Being. The well-being of our employees is a critical element of our culture, employee engagement, and
productivity. Our global compensation and benefits strategy provides programs and resources focused on overall well-being. We offer
a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and
retirement benefits, holiday and paid time off, and tuition assistance.
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Health and Safety. At SBA, providing a safe and healthy work environment for the protection of our employees is paramount.
The safety of our tower climbers has been a key focus of the company since its founding. In 2013, we opened our internal facility
"Tower U" which provides a rigorous multi-day safety certification program that is required for our employed tower climbers. We are
proud that our average lost-day incident rate in the U.S. (days away from work due to workplace incidents) for 2022 was below the
2021 Bureau of Labor benchmark.
Regulatory and Environmental Matters
Federal Regulations. In the U.S., which accounted for 76.1% of our total site leasing revenue for the year ended December
31, 2022, both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate
towers. Many FAA requirements are implemented in FCC regulations. These regulations govern the construction, lighting, and
painting or other marking of towers, as well as the maintenance, inspection, and record keeping related to towers, and may, depending
on the characteristics of particular towers, require prior approval and registration of towers before they may be constructed, altered or
used. Wireless communications equipment and radio or television stations antennas operating on towers are separately regulated and
may require independent customer licensing depending upon the particular frequency or frequency band used. In addition, any
applicant for an FCC tower structure registration (through the FCC’s Antenna Structure Registration System) must certify that,
consistent with the Anti-Drug Abuse Act of 1988, neither the applicant nor its principals are subject to a denial of federal benefits
because of a conviction for the possession or distribution of a controlled substance. New tower construction also requires approval
from the state or local governing authority for the proposed site, compliance with the National Environmental Policy Act (“NEPA”),
compliance with the National Historic Preservation Act (“NHPA”), compliance with the Endangered Species Act (“ESA”), and may
require notification to the FAA and registration with the FCC.
Pursuant to the requirements of the Communications Act of 1934, as amended, the FCC, in conjunction with the FAA, has
developed standards to consider proposals involving new or modified towers. These standards mandate that the FCC and the FAA
consider the height of the proposed tower, the relationship of the tower to existing natural or man-made obstructions, and the
proximity of the tower to runways and airports. Proposals to construct or to modify existing towers above certain heights must be
reviewed by the FAA to ensure the structure will not present a hazard to air navigation. The FAA may condition its issuance of a no-
hazard determination upon compliance with specified lighting and/or painting requirements. Towers that meet certain height and
location criteria must also be registered with the FCC. A tower that requires FAA clearance will not be registered with the FCC until it
is cleared by the FAA. Upon registration, the FCC may also require special lighting and/or painting. Owners of wireless
communications towers may have an obligation to maintain painting and lighting or other marking in conformance with FAA and
FCC regulations. Tower owners and FCC spectrum licensees that operate on those towers also bear the responsibility of monitoring
any lighting systems and notifying the FAA of any lighting outage or malfunction.
Owners and operators of towers may be subject to, and therefore must comply with, environmental laws, including NEPA,
NHPA, and ESA. Any licensed radio facility on a tower is subject to environmental review pursuant to NEPA, among other statutes,
which requires federal agencies to evaluate the environmental impact of their decisions under certain circumstances. The FCC has
issued regulations implementing NEPA. These regulations place responsibility on applicants to investigate potential environmental
effects of their operations and to disclose any potential significant effects on the environment in an environmental assessment prior to
constructing or modifying a tower and prior to commencing certain operations of wireless communications or radio or television
stations from the tower. In the event the FCC determines the proposed structure or operation would have a significant environmental
impact based on the standards the FCC has developed, the FCC would be required to prepare an environmental impact statement,
which will be subject to public comment. This process could significantly delay the registration of a particular tower.
We generally indemnify our customers against any failure to comply with legal and regulatory compliance requirements
applicable to tower owners or operators relating to the construction, modification, or placement of towers. Failure to comply with the
applicable requirements may lead to civil penalties.
The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning
authorities’ jurisdiction over the construction, modification, and placement of towers. The law, however, limits local zoning authority
by prohibiting any action that would discriminate among different providers of personal wireless services or ban altogether the
construction, modification or placement of radio communication towers. Finally, the Telecommunications Act of 1996 and the FCC’s
rules implementing that Act require the federal government to help licensees for wireless communications services gain access to
preferred sites on federal property for their facilities. This may require that federal agencies and departments work directly with
licensees to make federal property available for tower facilities.
Operators of towers must also take into consideration certain radio frequency (“RF”) emissions regulations that impose a
variety of procedural and operating requirements. Certain proposals to operate wireless communications and radio or television
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stations from tower structures are also reviewed by the FCC to ensure compliance with requirements relating to human exposure to RF
emissions.
Environmental Regulation. As an owner and operator of real property, we are subject to certain environmental laws that
impose strict, joint and several liability for the cleanup of on-site or off-site contamination and related personal injury or property
damage. We are also subject to certain environmental laws that govern tower placement and may require pre-construction
environmental studies. Our screening for environmental impacts includes evaluation of those of our tower site locations (1) that might
be located in a wilderness area or a wildlife preserve, (2) that might affect threatened and endangered species or their habitat (ESA),
(3) that might affect properties included in, or eligible for inclusion, in the National Register of Historic Places (NRHP) or Indian
religious and cultural sites, (4) that might affect World Heritage areas and IUCN Category I-IV protected areas, (5) that will be located
in a floodplain and where facility equipment will not be placed at least one foot above the base flood elevation of the floodplain, (6)
whose construction will involve significant changes in surface features (e.g., in wetlands, water diversions, considerable ground
disturbance, deforestation), (7) that might affect migratory birds if the towers are over 450 feet, (8) that involve high-intensity lighting
in a residential area or would cause RF radiation over FCC-established limits, and (9) that would involve similar considerations under
the laws or best practices of our international markets. When a tower site is impacted by any of the listed categories, we promptly
complete an environmental assessment and obtain approval from the appropriate regulatory agency, which may include steps to
mitigate the impact of construction or operation of the site. Our regional site managers typically inspect our tower sites annually and
report on the presence of new bird nests. This ensures we minimize our impact and remain environmentally compliant during the
operational life of our assets.
We believe that we are in substantial compliance with and we have no material liability under any applicable environmental
laws. These costs of compliance with existing or future environmental laws and liability related thereto may have a material adverse
effect on our prospects, financial condition or results of operations.
State and Local Regulations. Most states regulate certain aspects of real estate acquisition, leasing activities, and construction
activities. Where required, we conduct the site acquisition portions of our site development services business through licensed real
estate brokers’ agents, who may be our employees or hired as independent contractors, and conduct the construction portions of our
site development services through licensed contractors, who may be our employees or independent contractors. Local regulations
include city and other local ordinances, zoning restrictions, and restrictive covenants imposed by community developers. These
regulations vary greatly from jurisdiction to jurisdiction, but typically require tower owners to obtain approval from local officials or
community standards organizations, or certain other entities prior to tower construction and establish regulations regarding
maintenance and removal of towers. FCC rules establish presumptively reasonable time periods for state and local authorities to act on
applications to collocate a facility or deploy a facility, such as a tower. In addition, many local zoning authorities require tower owners
to post bonds or cash collateral to secure their removal obligations. Local zoning authorities generally have been unreceptive to
construction of new towers in their communities because of the height and visibility of the towers, and have, in some instances,
instituted moratoria. However, in August 2018, the FCC issued a declaratory ruling stating that express and de facto moratoria on
deployment of telecommunications facilities violate the Communications Act. This FCC ruling has been affirmed by a federal
appellate court.
International Regulations. Regulatory regimes outside of the U.S. and its territories vary by country and locality; however,
these regulations typically require tower owners and/or licensees to obtain approval from local officials or government agencies prior
to tower construction or modification or the addition of a new antenna to an existing tower. Additionally, some regulations include
ongoing obligations regarding painting, lighting, and maintenance. Our international operations may also be subject to limitations on
foreign ownership of land in certain areas. Based on our experience to date, these regimes have been similar to, but not more rigorous,
burdensome or comprehensive than, those in the U.S. Non-compliance with such regulations may lead to monetary penalties or
deconstruction orders. Our international operations are also subject to various regulations and guidelines regarding employee relations
and other occupational health and safety matters. As we expand our operations into additional international geographic areas, we will
be subject to regulations in these jurisdictions.
Availability of Reports and Other Information
SBA Communications Corporation was incorporated in the State of Florida in March 1997 and is a real estate investment
trust (“REIT”) for federal income tax purposes. Our corporate website is www.sbasite.com. We make available, free of charge, access
to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule
14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”), on our website under “Investors – SEC Filings,” as soon as reasonably practicable after we
file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”).
7
ITEM 1A. RISK FACTORS
Risks Related to Our Business
If our wireless service provider customers combine their operations to a significant degree, our future operating results, ability to
service our indebtedness, and stock price could be adversely affected.
Our domestic and international wireless service providers have and may continue to be subject to consolidation pressures
arising from competitive pressures, spectrum limitations, the significant capital expenditures necessary to build out national networks
on evolving technology and governmental policies seeking to limit the telecommunications infrastructure footprint within a market.
Significant consolidation among our wireless service provider customers has resulted, and is expected to continue to result, in our
customers failing to renew existing leases for tower space as a result of overlapping coverage, nearby locations, or reducing future
capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar.
Historically, the three largest domestic wireless service providers, T-Mobile, AT&T Wireless, and Verizon Wireless, have
grown through acquisitions of other wireless service providers. As a result, the combined companies have rationalized duplicative
parts of their networks, or networks have been discontinued. During 2020, the consolidation of T-Mobile and Sprint was completed,
and we began to experience non-renewal (“churn”) of certain leases as a result of this merger. We currently expect that this churn will
represent an aggregate of between $140.0 million and $190.0 million of cash site leasing revenue through 2028. The aggregate churn
estimate includes both overlapping and adjacent Sprint leases. We do not expect the annual churn to be uniform over this period as the
timing of the churn will depend on termination rights as well as the needs of the carrier.
Internationally, Oi S.A. (“Oi”) in Brazil and some of our wireless service providers in Central America have recently used
consolidation to address financial or other competitive pressures. For example, in Brazil, Oi’s restructuring, which was substantially
completed in December 2022, resulted in the sale of all of Oi’s wireless assets to the three other telecommunications providers in
Brazil: Telefonica, Claro, and TIM. We expect this sale to result in churn of between $23.0 million and $33.0 million (including churn
on our recently acquired sites from Grupo TorreSur (“GTS”)). While our leases with Oi have an average of six years remaining on the
current term, we expect that churn associated with these leases could occur sooner than the current term end dates depending upon
negotiations with each of the carriers.
If our domestic or international wireless service provider customers continue to consolidate, these consolidations could
significantly impact the number of our tower leases that are not renewed or the number of new leases that our wireless service
provider customers require to expand their networks, which could materially and adversely affect our future operating results.
We depend on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of
any of our significant customers may materially decrease our revenue and adversely affect our financial condition.
We derive a significant portion of our revenue from a small number of customers. Consequently, a reduction in demand for
site leasing, reduced future capital expenditures or operating expenses on the networks, or the loss, as a result of bankruptcy, merger
with other customers of ours or otherwise, of any of our largest customers could materially decrease our revenue and have an adverse
effect on our growth.
We derive revenue through numerous site leasing and site development contracts. In the United States and our international
markets, each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five years to
15 years with multiple renewal periods at the option of the tenant. However, if any of our significant site leasing customers were to
experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space on our
sites and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely affected.
In addition, many of our tenants in our international markets are subsidiaries of global telecommunications companies. These
subsidiaries may not have the explicit or implied financial support of their parent entities, which may impact their creditworthiness.
Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an
assignment at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be
successful in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for
additional projects.
While the U.S. wireless service provider market has recently reduced to three nationwide wireless service providers, AT&T
Wireless, T-Mobile, and Verizon Wireless, we and most of the industry anticipate that the number of nationwide wireless service
providers will increase to four again once DISH Wireless successfully builds out its nationwide network. If DISH Wireless is unable
8
to successfully build-out its wireless network or is unable to successfully compete for customers once its network is built out, then our
dependence on the three U.S. wireless service providers for our financial and operational growth will be exacerbated.
The following is a list of significant customers (representing at least 10% of revenue in any of the last three years) and the
percentage of our total revenues for the specified time periods derived from these customers:
Percentage of Total Revenues
T-Mobile
AT&T Wireless
Verizon Wireless
For the year ended December 31,
2020
2021
2022
36.4%
19.6%
14.5%
36.2%
22.2%
14.7%
34.5%
24.1%
14.1%
We also have customer concentrations with respect to revenues in each of our financial reporting segments:
Percentage of Domestic Site Leasing Revenue
T-Mobile
AT&T Wireless
Verizon Wireless
Percentage of International Site Leasing Revenue
Telefonica
Claro
TIM
Oi S.A.
(1)
Amounts reflect the sale of Oi’s wireless assets to Telefonica, Claro, and TIM.
Percentage of Site Development Revenue
T-Mobile
For the year ended December 31,
2020
2021
2022
40.6%
29.0%
20.1%
40.2%
30.5%
19.8%
40.5%
32.2%
18.5%
For the year ended December 31,
2020
2021
2022 (1)
20.7%
19.0%
17.3%
3.9%
16.3%
13.7%
7.2%
28.3%
18.1%
14.5%
7.0%
28.7%
For the year ended December 31,
2020
2021
2022
80.1%
78.2%
66.8%
Our variable rate indebtedness and refinancing obligations subject us to interest rate risk, which could cause our debt service
obligations to increase significantly.
Pursuant to the terms of our Credit Agreement, the interest rate that we pay on indebtedness incurred under the Revolving
Credit Facility and the Term Loans varies based on a fixed margin over either a base rate or a Eurodollar rate which references the
LIBOR rate. As of December 31, 2022, this indebtedness represented approximately $3.0 billion, or 23.3% of our total indebtedness.
As a result, we are exposed to interest rate risk. Interest rates, including LIBOR and SOFR, fluctuate periodically and as such may
increase in future periods. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even
though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our
indebtedness, will correspondingly decrease. Due to inflationary pressures on the U.S. economy and governmental action to combat
inflation, interest rates have risen significantly in the past 12 months, and it appears likely that interest rates will increase during 2023
and may continue to increase, which will likely increase our interest expense on our variable rate indebtedness and decrease our net
income. In addition, the increasing interest rates may result in higher interest expense on our current fixed rate indebtedness upon a
refinancing.
Although we have used interest rate swaps to mitigate our interest rate risk from time to time, we may not maintain interest
rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate
risk. Furthermore, the increase in our use of derivative instruments increases our exposure to counterparty credit risk to the extent that
a counterparty to the instrument fails to meet or perform the terms of the instrument. As of December 31, 2022, we had interest rate
swaps on a portion of our 2018 Term Loan that fixed $1.95 billion in notional value receiving interest at one-month LIBOR plus 175
basis points and paying a fixed rate of 1.874%.
9
We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage
of business, strategic or financing opportunities.
As indicated below, we have and will continue to have a significant amount of indebtedness. The following table sets forth
our total principal amount of debt and shareholders’ deficit as of December 31, 2022 and 2021:
Total principal amount of indebtedness
Shareholders' deficit
As of December 31,
2022
2021
(in thousands)
$
$
12,952,000
(5,276,315)
$
$
12,396,000
(5,283,404)
Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the
principal, interest, or other amounts due on our indebtedness. Subject to certain restrictions under our existing indebtedness, we and
our subsidiaries may also incur significant additional indebtedness in the future, which may have the effect of increasing our total
leverage.
As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive
covenants that further limit our financial and operating flexibility, and (3) we may choose to institute self-imposed limits on our
indebtedness based on certain considerations including market interest rates, our relative leverage and our strategic plans. For
example, as a result of our substantial level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy:
• we may be more vulnerable to general adverse economic and industry conditions;
• we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise, thereby
reducing our cash flows;
• we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures, and other
general corporate requirements that would be in our best long-term interests;
• we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and
interest on our debt, reducing the available cash flow to fund other investments, including share repurchases, tower
acquisition, and new build capital expenditures, or to satisfy our REIT distribution requirements;
• we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
• we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; and
• we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order
to meet payment obligations.
If our wireless service provider customers are unable to access sufficient capital, or unwilling based on the economic cost of such
capital or other reasons, to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations.
Each wireless service provider must have substantial capital resources and capabilities to deploy new spectrum in their
wireless networks, including licenses for spectrum. For example, DISH Wireless has stated that it expects capital expenditures for its
5G network deployment to total approximately $10.0 billion. The ability and willingness of wireless services providers to maintain or
increase capital expenditures may be adversely affected by macroeconomic conditions, such as increases in interest rates and inflation,
as well as the impact of governmental steps taken to combat inflation. Higher interest rates increase the economic cost of available
capital and may make it less favorable for wireless service providers to obtain capital for investment. If some or all of our wireless
service provider customers, or potential customers, are unable to access sufficient capital, or unwilling based on the economic cost of
such capital, to invest in the expansion of their networks, it could adversely affect our revenue growth. Wireless capital expenditures
may also be adversely impacted by service provider decisions on debt levels, dividends, free cash flow goals, and a variety of other
factors.
The discontinuation of LIBOR could adversely affect our operating results and financial condition.
LIBOR has been the subject of recent proposals for reform. The ICE Benchmark Administration Limited (“IBA”) ceased the
publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and intends to cease all other tenors on June 30,
2023. These reforms caused the establishment of the U.S. Federal Reserve of New York’s ARRC working group, which proposed to
replace U.S. dollar LIBOR with the Secured Overnight Financing Rate (SOFR), which is calculated based on repurchase agreements
entered into with the Federal Reserve which are fully secured by U.S. treasury securities. This alternative rate, or a rate similar to
SOFR, would be used to calculate our interest rates and/or payments on our variable rate indebtedness under our Credit Agreement,
which matures beyond 2023. Any new interest rate may result in interest rates and/or payments that are higher than, lower than, or that
do not otherwise correlate over time with the interest rates and/or payments that would have been applicable to our obligations if
10
LIBOR was available in its current form. As such, the potential long-term effect of any such event is uncertain, but our cost of capital,
financial results, cash flows, and results of operations might be adversely affected.
Our interest rate expense could increase as a result of the transition from LIBOR to an alternative reference rate. While we
have amended our Revolving Credit Facility to provide mechanics relating to the replacement of LIBOR by an alternative benchmark
rate, it is unclear the extent to which the alternative benchmark rates will be as predictable as LIBOR or if such rates will be more
expensive or more volatile than LIBOR. Consequently, post termination of LIBOR, our variable rate indebtedness may be at interest
rates that are higher than the interest rates that would have been applicable to our obligations if LIBOR was available in its current
form.
Furthermore, as a result of the termination of LIBOR, the interest rate on our interest rate swaps may not exactly conform to
whatever new fallback interest rate is utilized under our Credit Agreement. Moreover, if an entirely different interest rate is utilized for
our Credit Agreement than the fallback rate on our interest rate swap, we may need to unwind our swap agreement and enter into a
new swap agreement which would result in us incurring breakage costs on our existing swap agreement which we would need to pay
to the swap agreement provider and those costs may be significant. If the fallback LIBOR rate under our interest rate swaps differs
from the fallback LIBOR rate under our Credit Agreement but we keep our swap agreement outstanding, our interest rate swaps would
be at least partially ineffective as a hedge and could require us to mark-to-market the ineffective portion of the interest rate swap
through our income statement, although FASB has stated that it is expected to grant temporary relief at the outset of the termination of
LIBOR from marking-to-market the ineffective portion of swap agreements should a portion of the swap agreement become
ineffective due to the fallback to a rate that is different than the LIBOR fallback rate under the swap agreements. However, if this
temporary relief should end while our swap agreement and Credit Agreement were still outstanding and utilizing different interest
rates, it may have an adverse impact on our income statement.
Increasing competition in the tower industry may create pricing pressures or result in non-renewals that may materially and
adversely affect us.
Our industry is highly competitive, and our wireless service provider customers sometimes have alternatives for leasing
antenna space. We believe that tower location and capacity, quality of service, density within a geographic market, and price
historically have been and will continue to be the most significant competitive factors affecting the site leasing business. However,
competitive pricing pressures for tenants on towers from competitors could materially and adversely affect our lease rates or lead to
non-renewals of existing leases. Furthermore, pricing pressures could lead to more prevalent network sharing, both domestically and
internationally, which could reduce the demand for our tower space or lead to non-renewals of existing leases. In addition, the
increasing number of towers (1) may provide customers the ability to relocate their antennas to other towers if they determine that a
more suitable, efficient or economical location exists, which could lead to non-renewal of existing leases, or (2) may adversely impact
our ability to enter into new customer leases. This impact may be exacerbated if competitors construct towers near our existing towers.
Any of these factors could materially and adversely affect our growth rate and our future operations.
In the site leasing business, we compete with:
• wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna
space to other providers;
• national and regional tower companies who may be substantially larger and have greater financial resources than we do;
• international tower companies who have been in the international market for a longer period of time than we have; and
• alternative facilities such as rooftops, outdoor and indoor DAS networks, billboards, and electric transmission towers.
The site development segment of our industry is also competitive. There are numerous large and small companies that offer
one or more of the services offered by our site development business. As a result of this competition, margins in this segment may
come under pressure. Many of our competitors have lower overhead expenses and therefore may be able to provide services at prices
that we consider unprofitable. If margins in this segment were to decrease, our consolidated revenues and our site development
segment operating profit could be adversely affected.
Increasing competition may negatively impact our ability to grow our communication site portfolio long term.
We intend to continue growing our tower portfolio, domestically and internationally, through acquisitions and new builds.
Our ability to meet our growth targets significantly depends on our ability to build or acquire existing towers that meet our investment
requirements. Traditionally, our acquisition strategy has focused on acquiring towers from smaller tower companies, independent
tower developers, and wireless service providers. However, as a result of consolidation in the tower industry, there are fewer of these
mid-sized tower transactions available, and there is more competition to acquire existing towers. Increased competition for
acquisitions may result in fewer acquisition opportunities for us, higher acquisition prices, and increased difficulty in negotiating and
11
consummating agreements to acquire such towers. Furthermore, to the extent that the tower acquisition opportunities are for
significant tower portfolios, some of our competitors and financial sponsors are significantly larger and have greater financial
resources than we do. Finally, laws regulating competition, domestically and internationally, may limit our ability to acquire certain
portfolios. As a result of these risks, the cost of acquiring these towers may be higher than we expect, or we may not be able to meet
our annual and long-term tower portfolio growth targets. If we are not able to successfully address these challenges, we may not be
able to materially increase our tower portfolio in the long-term through acquisitions.
Our ability to build new towers is dependent upon our wireless customers’ needs and the availability of sufficient capital to
fund construction, our ability to locate, and acquire at commercially reasonable prices, attractive locations for such towers and our
ability to obtain the necessary zoning and permits. Local regulations, including municipal or local ordinances, zoning restrictions and
restrictive covenants imposed by community developers, vary greatly, but typically require antenna tower and structure owners to
obtain approval from local officials or community standards organizations prior to tower or structure construction or modification.
With respect to our international new builds, our tower construction may be delayed or halted as a result of local zoning restrictions,
inconsistencies between laws or other barriers to construction in international markets. Due to these risks, it may take longer to
complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be
higher than we expect, or we may not be able to add as many towers as planned in 2023. If we are not able to increase our new build
tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals.
Our international operations are subject to economic, political, and other risks that could materially and adversely affect our
revenues or financial position.
Our current business operations in developing markets, and our expansion into any other international markets in the future,
could result in adverse financial consequences and operational problems not typically experienced in the United States. The site
leasing revenues generated by our international operations were approximately 21.2% of our total revenues during the year ended
December 31, 2022, and we anticipate that our revenues from our international operations will continue to grow in the future.
Accordingly, our business is and will in the future be subject to risks associated with doing business internationally, including:
• laws and regulations that dictate how we operate our towers and conduct business, including zoning, maintenance and
environmental matters, and laws related to ownership of real property;
• changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;
• laws affecting telecommunications infrastructure including the sharing of such infrastructure;
• laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of
capital;
• changes to existing or new domestic or international tax laws, new or significantly increased municipal fees directed
specifically at the ownership and operation of towers, which may be applied and enforced retroactively and could
materially affect the profitability of our operations;
• expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture;
• governmental regulations and restrictions impacting tower licenses, spectrum licenses and concessions, including
additional restrictions on the use or revocation of such licenses, concessions or spectrum and additional conditions to
receive or maintain such licenses;
• laws and regulations governing our employee relations, including occupational health and safety matters and employee
compensation and benefits matters;
• our ability to comply with, and the costs of compliance with, anti-bribery laws such as the Foreign Corrupt Practices Act
and similar local anti-bribery laws;
• uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and
decrees, and judicial application thereof, and delays in the judicial process;
• challenges arising from less-developed infrastructure in certain markets;
• difficulty in recruiting and retaining trained personnel; and
• our ability to provide power to our sites in those international markets that do not have an available electric grid at our
tower sites.
We are also exposed to risks operating in countries with high levels of inflation, including the risk that inflation rates exceed
our fixed escalator percentages in markets where our leases include fixed escalators and the risk that adverse economic conditions may
discourage growth in consumer demand and consequently reduce our customers’ demand for our site leasing services. As of
December 31, 2022, approximately 14.3% of our tenant leases in our international markets include fixed escalators.
Currency fluctuations may negatively affect our results of operations.
Our operations in Ecuador, El Salvador, Guatemala, Nicaragua, and Panama are primarily denominated in U.S. Dollars. In
Brazil, Canada, Chile, South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including
12
tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In
Argentina, Colombia, Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases,
ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S.
dollars. Our foreign currency denominated revenues and expenses are translated into U.S. dollars at average exchange rates for
inclusion in our consolidated financial statements.
For the year ended December 31, 2022, approximately 23.9% of our total site leasing revenue was generated by our
international operations, of which 19.4% was generated in non-U.S. dollar currencies, including 12.8% which was denominated in
Brazilian Reais. The exchange rates between our foreign currencies and the U.S. Dollar have fluctuated significantly in recent years
and may continue to do so in the future. For example, the Brazilian Real has historically been subject to substantial volatility and
strengthened 4.6% when comparing the average rate for the years ended December 31, 2022 and 2021. This fluctuation has affected,
and may in the future continue to affect, our reported results of operations.
Changes in exchange rates between these local currencies and the U.S. dollar will affect the recorded levels of site leasing
revenue, segment operating profit, assets and/or liabilities. Volatility in foreign currency exchange rates can also affect our ability to
plan, forecast, and budget for our international operations and expansion efforts.
Furthermore, we have intercompany loan agreements with our foreign subsidiaries to borrow in U.S. Dollars. As of
December 31, 2022 and 2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement
with our foreign subsidiaries was $1.5 billion and $872.9 million, respectively. In accordance with ASC 830, we remeasure foreign
denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in our
Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. Consequently, if the U.S.
Dollar strengthens against the Brazilian Real or the South African Rand, our results of operations would be adversely affected. For the
years ended December 31, 2022 and 2021, we recorded a $12.9 million gain and a $44.3 million loss, net of taxes, respectively, on the
remeasurement of intercompany loans due to changes in foreign exchange rates. For the year ended December 31, 2022, we funded
$768.2 million and repaid $122.8 million under our intercompany loan agreements.
A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues.
We expect a significant portion of our future revenue growth will result from investments in the deployment of new or fallow
spectrum by our wireless service provider customers, including the build-out by DISH Wireless of a fourth nationwide network in the
U.S. Wireless service providers typically invest in their networks in response to consumer demand for additional or higher quality
service. Potential periods of economic downturn or decreases in discretionary income may also reduce consumer spending on, and
demand for additional or higher quality wireless services. If consumers significantly reduce their use of wireless services or fail to
widely adopt and use new wireless technologies and their products and applications, our wireless service provider customers could
experience a reduction in the rate of growth of or a decrease in demand for their services and therefore reduce the amount they invest
in their network.
Delays in the roll-out of new spectrum or deployment of new technologies could materially and adversely affect our future growth
and revenues.
Our ability to grow is dependent on the ability and willingness of our wireless service provider customers to invest in the roll-
out of new spectrum or new technologies. Much of the future capital investment by domestic wireless service providers is expected to
result from the roll-out of 5G. However, the roll-out of prior spectrum, including 3G and 4G was often delayed and the roll-out of this
spectrum may encounter similar interruptions. For example, in January 2022, several major U.S. wireless carriers had to temporarily
delay deployment of new wireless facilities that were meant to facilitate the evolution of their wireless networks to 5G technology in
response to concerns of the aviation industry that those 5G facilities could interfere with equipment used for aviation and could
impede aviation safety. Although this issue has been substantially resolved, the deployment of new technologies has resulted, and may
continue to result, in unexpected issues that could increase the cost or delay the deployment of new technologies.
The FCC continues to auction new bands of spectrum, including C-Band, Auction 108, and Auction 110. Our customers have
been and are expected to be the primary winners of these auctions and subsequently deploy this spectrum on our portfolio which
would provide us with a revenue growth opportunity. Any delays or failure of these auctions could negatively impact future demand
for our towers. Similarly, any delays in the clearing or availability of this spectrum subsequent to these auctions could delay the
related demand for our towers.
13
New technologies or network architecture or changes in a customer’s business model may reduce demand for our wireless
infrastructure or negatively impact our revenues.
Improvements or changes in the efficiency, architecture, and design of wireless networks or changes in a wireless service
provider customer's business model may reduce the demand for our wireless infrastructure. Also, as customers deploy increased
capital to develop and implement new technologies, they may allocate less of their budgets to lease space on our towers. For example,
new technologies that may promote network sharing, joint development, or resale agreements by our wireless service provider
customers, such as signal combining technologies or network functions virtualization, may reduce the need for our wireless
infrastructure, or may result in the decommissioning of equipment on certain sites because portions of the customers' networks may
become redundant. In addition, other technologies and architectures, such as WiFi, DAS, femtocells, other small cells, or satellite
(such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, the
traditional macro site communications architecture that is the basis of substantially all of our site leasing business. The majority of our
tower portfolio comprises traditional macro sites and therefore is not as diversified into non-macro sites and other technologies and
architectures as some of our competitors. In addition, new technologies that enhance the range, efficiency, and capacity of wireless
equipment could reduce demand for our wireless infrastructure. For example, our wireless service provider customers have engaged in
increased use of network sharing, roaming, or resale arrangements, resulting in reduced capital spending or a decision to sell or not
renew their spectrum licenses or concessions. Any significant reduction in demand for our wireless infrastructure resulting from new
technologies or new architectures or changes in a customer's business model may negatively impact our revenues or otherwise have a
material adverse effect. Any such event may have a disproportionate impact on our business compared to our competitors, whose
portfolios may be more technologically and architecturally diversified than ours. In addition, while we are exploring and investing in
ancillary services and emerging technologies, including our mobile edge computing initiative and private networks, those investments
may not prove to be profitable.
These factors could also have a material adverse effect on our growth rate since growth opportunities and demand for our
tower space as a result of new technologies may not be realized at the times or to the extent anticipated. Any of these factors could
have a material adverse effect on our business, results of operations, and financial condition.
If we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results.
Our real property interests relating to the land under our tower structures consist primarily of leasehold and sub-leasehold
interests, fee interests, easements, licenses, rights-of-way, and other similar interests. From time to time, we experience disputes with
landowners regarding the terms of the agreements for the land under our tower structures, which can affect our ability to access and
operate such towers. Further, landowners may not want to renew their agreements with us, they may lose their rights to the land, or
they may transfer their property interests to third parties, including property interest aggregators and our competitors, which could
affect our ability to renew agreements on commercially viable terms or at all. For example, the land underneath 3,890 towers subject
to non-terminable leases in Brazil is currently subject to concessions from the Federal Republic of Brazil. At the time we acquired
2,113 of these towers from Oi, we also entered into a right of first refusal to purchase such land to the extent that the Brazilian
regulations permit those assets to be sold. Brazil adopted a new telecommunications law in 2021 that provides that these concessions
may be converted into perpetual authorizations at the end of their terms and that provides a seller and/or the Brazilian government
rights to sell the land underlying these assets. However, the amount, if any, that would be required to be paid to convert these
concessions into authorizations and/or that we would be required to pay to purchase such interests has not yet been determined. At the
end of the concession terms, in the event our customers have not opted to convert their concessions into authorizations, the Brazilian
government may terminate the concessions and take possession of the land and the tower on such land. If the concessions are not
renewed and we are unable to purchase the land, then our site leasing revenue from co-located tenants would terminate prior to the end
of such leases. For the year ended December 31, 2022, we generated approximately 7.9% of our total international site leasing revenue
from these 3,890 towers.
As of December 31, 2022, the average remaining life under our ground leases and other property interests, including renewal
options under our control, was approximately 36 years, and approximately 10.1% of our tower structures have ground leases or other
property interests maturing in the next 10 years. Failure to protect our rights to the land under our towers may have a material adverse
effect on our business, results of operations or financial condition.
We may not be able to fully recognize the anticipated benefits of towers that we acquire.
A key element of our growth strategy is to increase our tower portfolio through acquisitions. We are subject to a number of
risks and uncertainties as a result of those acquisition activities. These activities may fail to achieve the benefits we expected from the
acquisition, or the acquired assets may not meet our internal guidelines for current and future returns, particularly if we are required to
place greater reliance on the financial and operational representations and warranties of the sellers in individually material
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acquisitions. The impact of these risks is further enhanced in acquisitions of towers in international markets, where it may be more
challenging to analyze and verify all relevant information with respect to the assets being acquired. These risks could adversely affect
our revenues and results of operations.
In addition, acquisitions which would be material in the aggregate may exacerbate the risks inherent with our growth
strategy, such as (1) an adverse financial impact if the acquired towers do not achieve the projected financial results, (2) the impact of
unanticipated costs associated with the acquisitions on our results of operations, (3) increased demands on our cash resources that may
impact our ability to explore other opportunities, (4) undisclosed and assumed liabilities that we may be unable to recover, (5) an
adverse impact on our existing customer relationships, (6) additional expenses and exposure to new regulatory, political, and
economic risks, and (7) diversion of managerial attention.
As part of new acquisitions of tower assets in natural disaster-prone areas, we may assess asset exposure to physical risks and
inspect assets for signs of climate-related damage to help us understand the degree of exposure to tornadoes, fires, hurricanes, floods,
and earthquakes the site may face over the longer term. However, our environmental due diligence may not uncover all natural
disaster-related risks to tower assets that we acquire, and our mitigation measures may not be successful, which could require us to
incur significant expenditures and may have an adverse effect on our operations or financial condition.
The process of integrating any acquired towers into our operations is also subject to a number of risks and financial impacts,
including unforeseen operating difficulties, large expenditures, diversion of management attention, the loss of key customers and/or
personnel, our inability to retain or timely find suitable replacements for key employees and management needed to operate the
acquired business, and exposure to unanticipated liabilities. These risks may be exacerbated in acquisitions of a material number of
towers. There can be no assurance that we will be successful in integrating domestic and international acquisitions into our existing
business.
The documents governing our indebtedness contain restrictive covenants that could adversely affect our business by limiting our
flexibility.
The indentures governing the 2020 Senior Notes and the 2021 Senior Notes, the Senior Credit Agreement, and the agreement
for the mortgage loan underlying the Tower Securities contain restrictive covenants imposing significant operational and financial
restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests. Among
other things, the covenants under each instrument limit our ability to:
• merge, consolidate or sell assets;
• make restricted payments, including pay dividends or make other distributions;
• enter into transactions with affiliates;
• enter into sale and leaseback transactions; and
•
issue guarantees of indebtedness.
Additionally, the agreement governing the mortgage loan relating to our Tower Securities contains financial covenants that
require that the borrowers maintain, on a consolidated basis, a minimum debt service coverage ratio. To the extent that the debt service
coverage ratio, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to
make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other
payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of
being released to the borrowers. The funds in the reserve account will not be released to the borrowers unless the debt service
coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of
the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be
applied to prepay the mortgage loan until such time that the debt service coverage ratio exceeds 1.15 times for a calendar quarter.
We are required to maintain certain financial ratios under the Senior Credit Agreement. The Senior Credit Agreement, as
amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to
Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter and (2) a ratio of Annualized Borrower EBITDA to
Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any
fiscal quarter.
These covenants could place us at a disadvantage compared to some of our competitors which may have fewer restrictive
covenants and may not be required to operate under these restrictions. Further, these covenants could have an adverse effect on our
business by limiting our ability to take advantage of financing, new tower development, merger and acquisitions, or other
opportunities. If we fail to comply with these covenants, it could result in an event of default under our debt instruments. If any default
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occurs, all amounts outstanding under our outstanding notes and the Senior Credit Agreement may become immediately due and
payable.
Our dependence on our subsidiaries for cash flow may negatively affect our business.
We are a holding company with no business operations of our own. Our only significant assets are, and are expected to be,
the outstanding capital stock and membership interests of our subsidiaries. We conduct, and expect to continue conducting, all of our
business operations through our subsidiaries. Accordingly, our ability to pay our obligations is dependent upon dividends and other
distributions from our subsidiaries to us. Most of our indebtedness is owed directly by our subsidiaries, including the mortgage loan
underlying the Tower Securities, the Term Loans and any amounts that we may borrow under the Revolving Credit Facility.
Consequently, the first use of any cash flow from operations generated by such subsidiaries will be payments of interest and principal,
if any, under their respective indebtedness. Other than the cash required to repay amounts due under our 2020 Senior Notes and 2021
Senior Notes and funds to be utilized for stock repurchases and dividend payments, we currently expect that substantially all the
earnings and cash flow of our subsidiaries will be retained and used by them in their operations, including servicing their respective
debt obligations. The ability of our operating subsidiaries to pay dividends or transfer assets to us is restricted by applicable state law
and contractual restrictions, including the terms of their outstanding debt instruments.
The loss of the services of key personnel or a significant number of our employees may negatively affect our business.
Our success depends to a significant extent upon performance and active participation of our key personnel. Effective
December 31, 2022, two of our senior executive officers retired and were replaced with internal executives, and on February 21, 2023,
we announced that Jeffrey A. Stoops, our President and Chief Executive Officer, would retire effective December 31, 2023 and that
Brendan T. Cavanagh, our Executive Vice President and Chief Financial Officer, would assume the position of Chief Executive
Officer. In connection with the transition of these senior executive officers, there is a risk that our new executives may not have the
same level of institutional knowledge or industry relationships as their predecessors or that we may not be able to retain these
executives long-term. If any of our key personnel were to leave or retire, we may not be able to find an appropriate replacement on a
timely basis and our results of operations could be negatively affected. Further, the loss of a significant number of employees or our
inability to hire a sufficient number of qualified employees could have a material adverse effect on our business.
Our business is subject to government regulations and changes in current or future regulations could harm our business.
We are subject to federal, state, and local regulation of our business, both in the U.S. and internationally. In the U.S., both the
FAA and the FCC regulate the construction, modification, and maintenance of towers and structures that support antennas used for
wireless communications and radio and television broadcasts. In addition, the FCC separately licenses or otherwise regulates wireless
communications equipment, wireless radio stations, and radio and television broadcast stations operating from such towers. FAA and
FCC regulations govern construction, lighting, painting, and marking of towers and may, depending on the characteristics of the
tower, require registration of the tower. Certain proposals to construct new towers, or to modify or add new equipment to existing
towers, are reviewed by the FAA to ensure that the tower will not present a hazard to air navigation. Further, in connection with our
previous acquisition of a building containing a data center, we also acquired a limited number of residential apartment units and
became subject to additional federal, state, and local laws and regulations such as building, zoning, landlord/tenant, health and safety, and
accessibility governing residential housing.
Tower owners may have an obligation to mark or paint such towers or install lighting to conform to FAA and FCC
regulations and to maintain such marking, painting, and lighting. Tower owners may also bear the responsibility of notifying the FAA
of any lighting outages. Certain proposals to operate wireless communications and radio or television broadcast stations from towers
are also reviewed by the FCC to ensure compliance with environmental impact requirements established in federal statutes, including
NEPA, NHPA, and ESA. Failure to comply with existing or future applicable requirements may lead to civil penalties or other
liabilities and may subject us to significant indemnification liability to our customers against any such failure to comply. In addition,
new regulations may impose additional costly burdens on us, which may affect our revenues and cause delays in our growth. Local
regulations, including municipal or local ordinances, zoning restrictions, and restrictive covenants imposed by community developers,
vary greatly, but typically require tower owners to obtain approval from local officials or community standards organizations prior to
tower construction or modification. Local regulations can delay, prevent, or increase the cost of new construction, co-locations, or site
upgrades, thereby limiting our ability to respond to customer demand. In addition, new regulations may be adopted that increase
delays or result in additional costs to us. In our international operations, the impact of these zoning, permitting, and related regulations
and restrictive covenants on our new builds, co-locations, and operations could be exacerbated as some of these markets may lack
established permitting processes for towers, have inconsistencies between national and local regulations, and have other barriers to
timely construction and permitting of towers. As a result, tower construction in some of our international markets may be delayed or
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halted or our acquired towers may not perform as anticipated. These factors could have a material adverse effect on our future growth
and operations.
Security breaches and other disruptions could compromise our information, which would cause our business and reputation to
suffer.
As part of our day-to-day operations, we rely on information technology and other computer resources and infrastructure to
carry out important business activities and to maintain our business records. Our computer systems, or those of our cloud or Internet-
based providers, could fail on their own accord and are subject to interruption or damage from power outages, computer and
telecommunications failures, computer viruses, security breaches (including through cyber-attack, data theft, and exploiting
potentially vulnerable services, such as virtual private networks and collaboration platforms as a result of increased remote working),
errors, catastrophic events such as natural disasters, and other events beyond our control. If our or our vendors’ computer systems and
backup systems are compromised, degraded, damaged, or breached, or otherwise cease to function properly, we could suffer
interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information (including
information about our tenants or landlords). This could damage our reputation and disrupt our operations and the services we provide
to customers, which could adversely affect our business and operating results. In addition, security incidents that impact our customers
and other business partners could adversely affect our business and operating results. Furthermore, our investments in ancillary
services and emerging technologies, including data centers and our mobile edge computing initiative, may leave us more vulnerable to
security incidents, create new exposure for us to different types of security incidents or exacerbate the impact of such incidents on our
business and operating results.
Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result
in regulatory penalties or litigation.
A portion of the activities that support our business involve collection, storage, and transfer of sensitive data of our
employees, tenants, ground lessors, and other third parties, including residential tenants as a result of our previous data center
acquisition that included a limited number of residential apartment units. In recent years, there has been increased public attention
regarding the protection of personal data and security of data transfers, accompanied by legislation and regulations intended to
strengthen data protection and information security. The evolving nature of privacy laws in the U.S. and the other countries where we
have operations could impact our compliance costs in handling such data. Many data privacy regulations also grant private rights of
action, including Brazil's General Data Protection Law and certain state laws, such as California's Consumer Privacy Act. As
interpretation and enforcement of these and other future data privacy regulations and industry standards evolve, we may incur costs
related to litigation or regulatory penalties if we are alleged to be non-compliant.
Damage from natural disasters and other unforeseen events could adversely affect us.
Our towers are subject to physical climate-related risks associated with natural disasters (including as a result of any potential
effects of climate change) such as tornadoes, fires, hurricanes, floods, and earthquakes or may collapse for any number of reasons,
including structural deficiencies. In addition, we have energy sources on some of our tower sites, and any unforeseen incident may
cause damage to surrounding property. We maintain insurance to cover the estimated cost of replacing damaged towers and damage to
surrounding property, but these insurance policies are subject to loss limits, deductibles, and retentions. We also maintain third party
liability insurance, subject to loss limits, deductibles, and retentions, to protect us in the event of an accident involving a tower. An
incident involving our towers or tower sites for which we are uninsured or underinsured, or damage to a significant number of our
towers or surrounding property, could require us to incur significant expenditures and may have a material adverse effect on our
operations or financial condition and may harm our reputation.
To the extent that we are not able to meet our contractual obligations to our customers, due to a natural disaster or other
catastrophic circumstances, our customers may not be obligated or willing to pay their lease expenses; however, we may be required
to continue paying our fixed expenses related to the affected tower, including expenses for ground leases and other property interests.
If we are unable to meet our contractual obligations to our customers for a material portion of our towers, our operations could be
materially and adversely affected.
We could have liability under environmental laws that could have a material adverse effect on our business, financial condition
and results of operations.
Our operations, like those of other companies engaged in similar businesses, are subject to the requirements of various
federal, state, local, and foreign environmental and occupational safety and health laws and regulations (including climate-related),
including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-
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hazardous substances, materials, and wastes. As owner, lessee, or operator of numerous tower structures, we may be liable for
substantial costs of remediating soil and groundwater contaminated by hazardous materials without regard to whether we, as the
owner, lessee, or operator, knew of or were responsible for the contamination. We may be subject to potentially significant fines,
penalties, or taxes if we fail to comply with any of these requirements. The current cost of complying with these laws is not material to
our financial condition or results of operations. However, the requirements of these laws and regulations are complex, change
frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise
in the future in a manner that could have a material adverse effect on our business, financial condition, and results of operations.
We could suffer adverse tax and other financial consequences if taxing authorities do not agree with our tax positions.
We are periodically subject to a number of tax examinations by taxing authorities in the states and countries where we do
business. We also have significant net operating losses (“NOLs”) in U.S. federal and state taxing jurisdictions. Generally, for U.S.
federal and state tax purposes, NOLs generated prior to the 2018 tax year can be carried forward and used for up to 20 years, and all of
our tax years will remain subject to examination until three years after our NOLs are used or expire. NOLs generated starting in the
2018 tax year can be carried forward indefinitely but are subject to the 80% utilization limitation. We expect that we will continue to
be subject to tax examinations in the future. In addition, U.S. federal, state, and local, as well as international, tax laws and regulations
are extremely complex and subject to varying interpretations. If our tax benefits, including from our use of NOLs or other tax
attributes, are challenged successfully by a taxing authority, we may be required to pay additional taxes or penalties, or make
additional distributions, which could have a material adverse effect on our business, results of operations and financial condition.
We are subject to income tax and other taxes in the geographic areas where we hold assets or operate, and we periodically
receive 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 we will ultimately be liable.
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. We disagree with the assessment and have filed an appeal with the
higher appellate taxing authorities as we believe the proposed adjustments are without merit. We will continue to vigorously contest
the adjustments and expect 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 our favor, and an adverse outcome, or any future tax
examinations involving similar assertions, could have a material effect on our results of operations or cash flows in any one period. As
of December 31, 2022, we estimate the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero
and $89.7 million (excluding penalties and interest which, as of such date would have been $79.5 million).
Our issuance of equity securities and other associated transactions may trigger a future ownership change which may negatively
impact our ability to utilize NOLs in the future.
The issuance of equity securities and other associated transactions may increase the chance that we will have a future
ownership change under Section 382 of the Internal Revenue Code of 1986 (“Code”). We may also have a future ownership change,
outside of our control, caused by future equity transactions by our current shareholders. Depending on our market value at the time of
such future ownership change, an ownership change under Section 382 could negatively impact our ability to utilize our NOLs and
could result in us having to make additional cash distributions.
Our costs could increase and our revenues could decrease due to perceived health risks from RF energy.
The U.S. and other foreign governments impose requirements and other guidelines relating to exposure to RF energy.
Exposure to high levels of RF energy can cause negative health effects. The potential connection between exposure to low levels of
RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the
scientific community in recent years. According to the FCC, the results of these studies to date have been inconclusive. However,
public perception of possible health risks associated with cellular and other wireless communications technologies (such as 5G) could
slow the growth of wireless companies and deployment of new technologies, which could in turn slow our growth. In particular,
negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless
communications services. Moreover, if a connection between exposure to low levels of RF energy and possible negative health
effects, including cancer, were demonstrated, we could be subject to numerous claims. Our current policies provide no coverage for
claims based on RF energy exposure. If we were subject to claims relating to exposure to RF energy, even if such claims were not
ultimately found to have merit, our financial condition could be materially and adversely affected.
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Risks Related to Our Status as a REIT
Complying with the REIT requirements may cause us to liquidate assets or hinder our ability to pursue otherwise attractive asset
acquisition opportunities.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the
nature and diversification of our assets, the sources of our income and the amounts we distribute to our shareholders. For example, to
qualify as a REIT, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash,
cash items, government securities and “real estate assets” (as defined in the Code), including towers and certain mortgage loans and
securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a
taxable REIT subsidiary (“TRS”)) generally may not include more than 10% of the outstanding voting securities of any one issuer or
more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value
of our total assets (other than government securities, qualified real estate assets, and securities issued by a TRS) may consist of the
securities of any one issuer, and no more than 20% of the value of our total assets may be represented by securities of one or more
TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after
the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering
adverse tax consequences. As a result, we may be required to liquidate assets in adverse market conditions or forgo otherwise
attractive investments. These actions may reduce our income and amounts available for distributions to our shareholders.
In addition to the asset tests set forth above, to qualify and be subject to tax as a REIT, we will be required generally to
distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the
dividends paid deduction and excluding net capital gain) each year to our shareholders. Our determination as to the timing or amount
of future dividends will be based on a number of factors, including investment opportunities around our core business and the
availability of our existing NOLs. To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our
REIT taxable income (after the application of available NOLs, if any), we will be subject to U.S. federal corporate income tax on our
undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to
our shareholders for a calendar year is less than a minimum amount specified under the Code. These distribution requirements could
hinder our ability to pursue otherwise attractive asset acquisition opportunities. Furthermore, our ability to compete for acquisition
opportunities in domestic and international markets may be adversely affected if we need, or require, the target company to comply
with certain REIT requirements. These actions could have the effect of reducing our income, amounts available for distribution to our
shareholders, and amounts available for making payments on our indebtedness.
Qualifying as a REIT involves highly technical and complex provisions of the Code. If we fail to remain qualified as a REIT, to the
extent we have REIT taxable income and have utilized our NOLs, we would lose the ability to deduct dividends paid to our
shareholders in computing our taxable income, be subject to U.S. federal income tax as a regular corporation on such taxable
income and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our
shareholders.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited
judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our
qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership,
and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the characterization
and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain
independent appraisals.
If we fail to qualify as a REIT in any taxable year, to the extent we have REIT taxable income and have utilized our NOLs,
we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and dividends paid to our
shareholders would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial
and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the
value of our common stock. Unless we were entitled to relief under certain provisions of the Code, we also would be disqualified from
re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. If we fail to
qualify for taxation as a REIT, we may need to borrow additional funds or liquidate assets to pay any additional tax
liability. Accordingly, funds available for investment and making payments on our indebtedness would be reduced.
We may be required to borrow funds, sell assets, or raise equity to satisfy our REIT distribution requirements.
From time to time, we may generate REIT taxable income greater than our cash flow as a result of differences in timing
between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the
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creation of reserves or required debt or amortization payments. If we do not have other funds available in these situations, we may
need to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for these borrowings,
sales, or offerings, to enable us to satisfy the REIT distribution requirement and to avoid U.S. federal corporate income tax and the 4%
excise tax in a particular year. These alternatives could increase our costs and our leverage, decrease our Adjusted Funds From
Operations, or require us to distribute amounts that would otherwise be invested in future acquisitions or stock repurchases.
Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our
common stock. Furthermore, compliance with the REIT distribution requirements may increase the financing we need to fund capital
expenditures, future growth, or expansion initiatives, which would increase our total leverage.
Covenants specified in our current and future debt instruments may limit our ability to make required REIT distributions.
The mortgage loan agreement related to our securitization transactions, the Senior Credit Agreement, and the indentures
governing our 2020 Senior Notes and 2021 Senior Notes contain certain covenants that could limit our ability to make distributions to
our shareholders. Under the mortgage loan agreement related to our securitization transactions, a failure to comply with the Debt
Service Coverage Ratio in that agreement could prevent our borrower subsidiaries from distributing any excess cash from the
operation of their towers to us. In addition, while the Senior Credit Agreement permits our subsidiaries to make distributions to us to
satisfy our REIT distribution requirements, this authority is subject to condition that our subsidiaries are not then in default of their
payment obligations under the Senior Credit Agreement or that we or any of our subsidiaries have filed an action relating to
bankruptcy, insolvency, reorganization or relief of debtors. Furthermore, while the indentures governing the 2020 Senior Notes and
2021 Senior Notes permit us to make distributions to our shareholders to the extent such distributions are necessary to maintain our
status as a REIT or to avoid entity level taxation, this authority is subject to the conditions that no default or event of default exists or
would result therefrom and that the obligations under the 2020 Senior Notes or 2021 Senior Notes, as applicable, have not otherwise
been accelerated.
If these limitations prevent us from satisfying our REIT distribution requirements, we could fail to qualify for taxation as a
REIT. If these limitations do not jeopardize our qualification for taxation as a REIT but do nevertheless prevent us from distributing
100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax, and potentially the nondeductible 4%
excise tax, on the retained amounts.
Our payment of cash distributions in the future is not guaranteed and the amount of any future cash distributions may fluctuate,
which could adversely affect the value of our Class A common stock.
REITs are required to distribute annually at least 90% of their REIT taxable income (determined before the deduction for
dividends paid and excluding any net capital gain). We may use our NOLs to offset our 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, which may adversely
affect the market value of our Class A common stock. The Code places limitations upon the future availability of NOLs based upon
changes in our equity. If these occur, our ability to offset future income with existing NOLs may be limited.
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 timing and amount of distributions will be as determined and declared by our Board of Directors
and will depend on, among other factors, our NOLs, our financial condition, earnings, debt covenants, and other possible uses of such
funds. Consequently, our future distribution levels may fluctuate.
Certain of our business activities may be subject to corporate level income tax and foreign taxes, which would reduce our cash
flows, and would have potential deferred and contingent tax liabilities.
We may be subject to certain federal, state, local, and foreign taxes on our income and assets, including alternative minimum
taxes, taxes on any undistributed income, and state, local, or foreign income, franchise, property, and transfer taxes. In addition, we
could be required, in certain circumstances, to pay an excise or penalty tax, which could be significant in amount, in order to utilize
one or more relief provisions under the Code to maintain qualification for taxation as a REIT. In addition, we may incur a 100%
excise tax on transactions with a TRS if they are not conducted on an arm’s length basis. Any of these taxes would decrease our
earnings and our available cash.
Our TRS assets and operations also will continue to be subject, as applicable, to federal and state corporate income taxes and
to foreign taxes in the jurisdictions in which those assets and operations are located. If we continue our international expansion, we
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may have additional TRS assets and operations subject to such taxes. Any of these taxes would decrease our earnings and our
available cash.
Our use of TRSs may cause us to fail to qualify as a REIT.
The net income of our TRSs is not required to be distributed to us, and such undistributed TRS income is generally not
subject to our REIT distribution requirements. However, if the accumulation of cash or reinvestment of significant earnings in our
TRSs causes the fair market value of our securities in those entities, taken together with other non-qualifying assets, to represent more
than 20% of the value of our total assets, in each case, as determined for REIT asset testing purposes, we would, absent timely
responsive action, fail to qualify as a REIT. If we continue our international expansion, our TRS fair market value may cause us to
exceed the above thresholds.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the IRS and the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application,
could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or
us. New legislation, U.S. Treasury Regulations, administrative interpretations, or court decisions could affect significantly and
negatively our ability to qualify as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification.
Our Board’s ability to revoke our REIT qualification, without shareholder approval, may cause adverse consequences to our
shareholders.
Our articles of incorporation provide that our Board of Directors may revoke or otherwise terminate our REIT election,
without the approval of our shareholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. If
we cease to be a REIT, we will not be allowed a deduction for dividends paid to shareholders, if any, in computing our taxable
income, and to the extent we have taxable income and have utilized our NOLs, we will be subject to U.S. federal income tax at regular
corporate rates and state and local taxes, which may have adverse consequences on our total return to our shareholders.
We began operating as a REIT in 2016, which may adversely affect our financial condition, results of operations, cash flow, per
share trading price of our common stock and ability to satisfy debt service obligations.
We began operating as a REIT in 2016 and may not be able to continue to operate successfully as a REIT. In addition, we are
required to maintain substantial control systems and procedures in order to maintain our status as a REIT. We have also incurred
additional legal, accounting, and other expenses that we did not incur prior to operating as a REIT and our management and other
personnel have devoted additional time to comply with these rules and regulations and controls required for continued compliance
with the Code. These factors may adversely affect our performance as a REIT. If our performance is adversely affected, it could affect
our financial condition, results of operations, cash flow, and ability to satisfy our debt service obligations.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. shareholders
that are individuals, trusts, and estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the
reduced rates applicable to qualified dividends and instead generally are taxable at ordinary income rates. Although these rules do not
adversely affect the taxation of REITs, the more favorable rates applicable to qualified dividends could cause investors who are
individuals, trusts, and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-
REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.
However, for taxable years beginning before 2026, our non-corporate U.S. shareholders generally may deduct up to 20% of dividends
paid by us, other than capital gain dividends and dividends treated as “qualified dividends.” Without further legislative action, this
20% deduction will expire on January 1, 2026.
21
Risks Related to Ownership of our Class A Common Stock
The REIT-related ownership and transfer restrictions may restrict or prevent our shareholders from engaging in certain transfers
of our common stock.
In order for us to satisfy the requirements for REIT qualification, no more than 50% in value of all classes or series of our
outstanding shares of stock may be owned, beneficially or constructively, by 5 or fewer individuals (as defined in the Code to include
certain entities) at any time during the last half of each taxable year (other than the first year for which an election to be subject to tax
as a REIT has been made). In addition, our capital stock must be beneficially owned by 100 or more persons during at least 335 days
of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to
be taxed as a REIT has been made). Our articles of incorporation contain REIT-related ownership and transfer restrictions that
generally restrict shareholders from owning more than 9.8%, by value or number of shares, whichever is more restrictive, of our
outstanding shares of Class A common stock, or 9.8% in aggregate value of the outstanding shares of all classes and series of our
capital stock. Under applicable constructive ownership rules, any shares of stock owned by certain affiliated owners generally would
be added together for purposes of the ownership limits. These ownership and transfer restrictions could have the effect of delaying,
deferring, or preventing a transaction or a change in control that might involve a premium price for our capital stock or otherwise be in
the best interest of our shareholders.
Our articles of incorporation, our bylaws and Florida law provide for anti-takeover provisions that could make it more difficult for
a third party to acquire us.
Provisions of our articles of incorporation, our bylaws and Florida law could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our shareholders. These provisions, alone or in combination with each other, may
discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment
of a premium over prevailing market prices to holders of our Class A common stock, or could limit the ability of our shareholders to
approve transactions that they may deem to be in their best interests.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We own our headquarters in Boca Raton, Florida where we currently have approximately 160,000 square feet of office space.
We also own or have entered into long-term leases for international and regional locations convenient for the management and
operation of our site leasing activities, and in certain site development office locations where we expect our activities to be longer-
term. We believe our existing facilities are adequate for our current and planned levels of operations and that additional office space
suited for our needs is reasonably available in the markets within which we operate.
Our interests in towers and the land beneath them are comprised of a variety of fee interests, leasehold interests created by
long-term lease agreements, perpetual easements, easements, licenses, rights-of-way, right-of-use, and other similar interests. As of
December 31, 2022, approximately 70% of our tower structures were located on parcels of land that we own, land subject to perpetual
easements, or parcels of land that have an interest that extends beyond 20 years. The average remaining life under our ground leases
and other property interests, including renewal options under our control, is 36 years. In rural areas, support for our towers, equipment
shelters, and related equipment requires a tract of land typically up to 10,000 square feet. Less than 2,500 square feet is required for a
monopole or self-supporting tower of the kind typically used in metropolitan areas for wireless communications towers. Ground leases
and other property interests are generally for an initial term of five years or more with multiple renewal periods, for a total of 30 years
or more.
Most of our towers have significant capacity available for additional antennas. We measure the available capacity of our
existing facilities to support additional tenants and generate additional lease revenue by assessing several factors, including tower
height, tower type, wind loading, environmental conditions, existing equipment on the tower and zoning and permitting regulations in
effect in the jurisdiction where the tower is located. As of December 31, 2022, we had an average of 1.9 tenants per tower structure.
22
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe
that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of
operations, or liquidity.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market for our Class A Common Stock
Our Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System on
June 16, 1999. We now trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global Market, formally known as
the NASDAQ National Market System.
As of February 15, 2023, there were 288 record holders of our Class A common stock.
Dividends
As a REIT, we are required to distribute annually at least 90% of our REIT taxable income after the utilization of any
available NOLs (determined before the deduction for dividends paid and excluding any net capital gain). As of December 31, 2022,
$545.2 million of the federal NOLs are attributes of the REIT. We may use these NOLs to offset our REIT taxable income, and thus
any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized. 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.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the
information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-
looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors.
Our actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and
Item 1A. Risk Factors.
We are a leading independent owner and operator of wireless communications infrastructure, including tower structures,
rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or
“sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America,
Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which
contributed 96.2% of our total segment operating profit for the year ended December 31, 2022. In our site leasing business, we (1)
lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites
for property owners under various contractual arrangements. As of December 31, 2022, we owned 39,311 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.
23
Site Leasing
Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under
long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania.
As of December 31, 2022, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no
U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, 2022. In addition, as of
December 31, 2022, approximately 30% of our total towers are located in Brazil and no other international market (each country is
considered a market) represented more than 5% of our total towers.
We derive site leasing revenues from all the major carriers in each of the 16 countries in which we operate. Our tenant leases
are either individual leases by tower site or governed by master lease agreements, which provide for the material terms and conditions
that will govern the terms of the use of the site. Our tenant leases are generally for an initial term of five years to 15 years with
multiple renewal periods at the option of the tenant. Our tenant leases either (1) contain specific annual rent escalators, (2) escalate
annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In
addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property
interests, utilities, property taxes, and fuel.
Cost of site leasing revenue primarily consists of:
• Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;
• Property taxes;
• Site maintenance and monitoring costs (exclusive of employee related costs);
• Utilities;
• Property insurance;
• Fuel (in those international markets that do not have an available electric grid at our tower sites); and
• Lease initial direct cost amortization.
Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal
periods, which are at our option. Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually
in accordance with an inflationary index. As of December 31, 2022, approximately 70% of our tower structures were located on
parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends
beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for
owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies
from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are
typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.
In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital
expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases and other
property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets, our local
currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile,
South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground
leases and other property interests, and other tower-related expenses are denominated in local currency. In Argentina, Colombia, Costa
Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property
interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For
information regarding our operating segments, see Note 15 of our Consolidated Financial Statements included in this annual report.
Segment operating profit as a percentage of
total operating profit
Domestic site leasing
International site leasing
Total site leasing
For the year ended
December 31,
2022
2021
2020
77.0%
19.2%
96.2%
80.7%
16.7%
97.4%
81.0%
17.4%
98.4%
We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high
operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the
end of its term) other than in connection with customer consolidation or cessations of specific technology. We believe that over the
24
long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due
to increasing minutes of network use and data transfer, network expansion, and network coverage requirements.
During 2023, we expect organic site leasing revenue in both our domestic and international segments to increase over 2022
levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and
long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the relatively
young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal.
Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing
tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing
monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically
positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with
customer consolidation or cessations of a specific technology.
During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal of certain
leases as a result of this merger. We currently expect that this churn will represent an aggregate of between $140.0 million and $190.0
million of cash site leasing revenue through 2028. The aggregate churn estimate includes both overlapping and adjacent Sprint leases.
Site Development
Our site development business, which is conducted in the United States only, is complementary to our site leasing business
and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing
revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation
at our tower locations. Site development revenues are earned primarily from providing a full range of end-to-end services to wireless
service providers or companies providing development or project management services to wireless service providers. Our services
include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing
infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related
site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site
development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The
market offices are responsible for all site development operations.
For information regarding our operating segments, see Note 15 of our Consolidated Financial Statements included in this
annual report.
Capital Allocation Strategy
Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our
return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our
operations in the form of cash dividends. While the addition of a cash dividend to our capital allocation strategy has provided us with
an additional tool to return value to our shareholders, we continue to believe that our priority is to make investments focused on
increasing Adjusted Funds From Operations per share. Key elements of our capital allocation strategy include:
Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through
tower acquisitions and the construction of new towers that meet our internal return on invested capital criteria.
Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe
our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal
of increasing our Adjusted Funds From Operations per share.
Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect
our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on
building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will
be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash
dividend in the future.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes below as critical to our business operations and the
understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting
25
treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no
need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application
of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our
business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these
and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2022, included
herein. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other
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.
Revenue Recognition and Accounts Receivable
Site leasing revenues
Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which
are generally five years to 15 years. Receivables recorded related to the straight-lining of site leases are reflected in other assets on the
Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance
Sheets. Revenue from site leasing represents 89% of our total revenue for the year ended December 31, 2022.
Site development revenues
Site development projects in which we perform consulting services include contracts on a fixed price basis that are billed at
contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs incurred.
Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on our Consolidated Balance Sheets.
Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared
to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best
available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates
initially is reduced as work on the contracts nears completion. Refer to Note 5 in our Consolidated Financial Statements included in
this annual report for further detail of costs and estimated earnings in excess of billings on uncompleted contracts. Provisions for
estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.
The site development segment represents approximately 11% of our total revenues for the year ended December 31, 2022.
We account for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers. Payment terms do
not result in any significant financing arrangements. Furthermore, these contracts do not typically include variable consideration;
therefore, the transaction price that is recognized over time is generally the amount of the total contract.
Accounts receivable
The accounts receivable balance for the years ended December 31, 2022 and 2021 was $184.4 million and $102.0 million,
respectively, of which $59.6 million and $24.6 million related to the site development segment, respectively. We perform periodic
credit evaluations of our customers. In addition, we monitor collections and payments from our customers and maintain a provision
for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as
determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in
accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are
written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable. Refer to
Note 15 in our Consolidated Financial Statements included in this annual report for further detail of the site development segment.
Lease Accounting
ASU No. 2016-02, Leases (“Topic 842”) requires all lessees to recognize a right-of-use asset and a lease liability, initially
measured at the present value of the lease payments. We have elected not to separate nonlease components from the associated lease
component for all underlying classes of assets. In order to calculate our lease liability, we make certain assumptions related to lease
term and discount rate. In making the determination of the period for which we are reasonably certain to remain on the site, we will
assume optional renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under
their current committed term where we have provided rights to the tower not to exceed the contractual ground lease terms including
26
renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site. For the
discount rate, we use the rate implicit in the lease when available to discount lease payments to present value. However, our ground
leases and other property interests generally do not provide a readily determinable implicit rate. Therefore, we estimate the
incremental borrowing rate to discount lease payments based on the lease term and lease currency. We use publicly available data for
instruments with similar characteristics when calculating our incremental borrowing rates. Refer to Note 2 in our Consolidated
Financial Statements included in this annual report for further discussion on lease accounting.
Reference Rate Reform
ASU 2020-04, ASU 2021-01, and ASU 2022-06, Reference Rate Reform, provide optional expedients and exceptions for
applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate
reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference
LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions
provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after
December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional
expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments
prospectively through December 31, 2024. The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on
December 31, 2021 and will cease all other tenors on June 30, 2023. On July 7, 2021, we amended our Revolving Credit Facility to
provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an
alternative benchmark rate. Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the Revolving
Credit Facility. As of December 31, 2022, we have not modified any other contracts as a result of reference rate reform and are
evaluating the impact this standard may have on our consolidated financial statements.
RESULTS OF OPERATIONS
This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international
and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these
financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability
to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the
impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly
exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our
intercompany loans.
Year Ended 2022 Compared to Year Ended 2021
Revenues and Segment Operating Profit:
Revenues
Domestic site leasing
International site leasing
Site development
Total
Cost of Revenues
Domestic site leasing
International site leasing
Site development
Total
Operating Profit
Domestic site leasing
International site leasing
Site development
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
$
$
$
$
$
1,777,593 $
558,982
296,879
2,633,454 $
1,681,372 $
422,715
204,747
2,308,834 $
264,149 $
181,536
222,965
668,650 $
258,612 $
127,779
159,093
545,484 $
1,513,444 $
377,446
73,914
1,422,760 $
294,936
45,654
— $
4,432
—
4,432 $
— $
880
—
880 $
— $
3,552
—
96,221
131,835
92,132
320,188
5,537
52,877
63,872
122,286
90,684
78,958
28,260
5.7%
31.2%
45.0%
13.9%
2.1%
41.4%
40.1%
22.4%
6.4%
26.8%
61.9%
27
Revenues
Domestic site leasing revenues increased $96.2 million for the year ended December 31, 2022, as compared to the prior year,
primarily due to (1) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our
towers as well as new leases and contractual rent escalators and (2) revenues from 873 towers acquired (including wireless tenant
licenses on 719 utility transmission structures from the PG&E transaction) and 19 towers built since January 1, 2021, partially offset
by lease non-renewals.
International site leasing revenues increased $136.3 million for the year ended December 31, 2022, as compared to the prior
year. On a constant currency basis, international site leasing revenues increased $131.8 million. These changes were primarily due to
(1) revenues from 4,908 towers acquired (including 1,445 towers from Airtel Tanzania and 2,632 sites from GTS in Brazil) and 777
towers built since January 1, 2021, (2) an increase in reimbursable pass-through expenses due primarily to increases in Tanzania fuel
and energy pass-through costs and consumer price index escalators on our ground leases, and (3) organic site leasing growth from new
leases, amendments, and contractual escalators, partially offset by lease non-renewals. Site leasing revenue in Brazil represented
12.8% 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 $92.1 million for the year ended December 31, 2022, as compared to prior year, as a
result of increased carrier activity driven primarily by T-Mobile, Verizon Wireless, and DISH Wireless.
Operating Profit
Domestic site leasing segment operating profit increased $90.7 million for the year ended December 31, 2022, as compared
to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic site
leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground
lease purchase program.
International site leasing segment operating profit increased $82.5 million for the year ended December 31, 2022, as
compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $79.0 million.
These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic
site leasing growth as noted above and (2) the positive impact of our ground lease purchase program, partially offset by our increased
site leasing cost of revenues largely as a result of our new site additions and expansion into new markets.
Site development segment operating profit increased $28.3 million for the year ended December 31, 2022, as compared to the
prior year, as a result of increased carrier activity driven primarily by T-Mobile, Verizon Wireless, and DISH Wireless.
Selling, General, and Administrative Expenses:
Domestic site leasing
International site leasing
Total site leasing
Site development
Other
Total
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
$
$
$
102,619 $
62,911
165,530 $
22,911
73,412
261,853 $
115,458 $
37,768
153,226 $
20,636
46,167
220,029 $
— $
(712)
(712) $
—
—
(712) $
(12,839)
25,855
13,016
2,275
27,245
42,536
(11.1%)
68.5%
8.5%
11.0%
59.0%
19.3%
Selling, general, and administrative expenses increased $41.8 million for the year ended December 31, 2022, as compared to
the prior year. On a constant currency basis, selling, general, and administrative expenses increased $42.5 million. These changes were
primarily as a result of increases in non-cash compensation, personnel, and other support related costs due in part to our entry into new
markets.
The decrease in Domestic site leasing (which has been allocated to International site leasing and Other selling, general, and
administrative expenses) was primarily due to changes in our internal cost allocations.
28
Asset Impairment and Decommission Costs:
Domestic site leasing
International site leasing
Total site leasing
Other
Total
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
$
$
$
33,880 $
9,280
43,160 $
—
43,160 $
20,135 $
12,763
32,898 $
146
33,044 $
— $
(184)
(184) $
—
(184) $
13,745
(3,299)
10,446
(146)
10,300
68.3%
(25.8%)
31.8%
(100.0%)
31.2%
Asset impairment and decommission costs increased $10.1 million for the year ended December 31, 2022, as compared to the
prior year. On a constant currency basis, asset impairment and decommission costs increased $10.3 million for the year ended
December 31, 2022. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis
of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers due
in part to increased churn from Sprint.
Depreciation, Accretion, and Amortization Expenses:
Domestic site leasing
International site leasing
Total site leasing
Site development
Other
Total
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
$
$
$
489,072 $
209,563
698,635 $
2,521
6,420
707,576 $
514,234 $
177,059
691,293 $
2,295
6,573
700,161 $
— $
1,810
1,810 $
—
—
1,810 $
(25,162)
30,694
5,532
226
(153)
5,605
(4.9%)
17.3%
0.8%
9.8%
(2.3%)
0.8%
Domestic site leasing depreciation, accretion, and amortization expense decreased $25.2 million for the year ended December
31, 2022, as compared to the prior year. These changes were primarily due to the impact of assets that became fully depreciated since
the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2021.
International site leasing depreciation, accretion, and amortization expense increased $32.5 million for the year ended
December 31, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense
increased $30.7 million. These changes were primarily due to the increase in the number of towers we acquired and built since
January 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.
Operating Income (Expense):
Domestic site leasing
International site leasing
Total site leasing
Site development
Other
Total
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
$
$
$
874,593 $
82,165
956,758 $
48,482
(79,832)
925,408 $
758,481 $
54,177
812,658 $
22,723
(52,886)
782,495 $
— $
2,581
2,581 $
—
—
2,581 $
116,112
25,407
141,519
25,759
(26,946)
140,332
15.3%
46.9%
17.4%
113.4%
51.0%
17.9%
Domestic site leasing operating income increased $116.1 million for the year ended December 31, 2022, as compared to the
prior year, primarily due to higher segment operating profit, decreases in depreciation, accretion, and amortization expense and
selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.
29
International site leasing operating income increased $28.0 million for the year ended December 31, 2022, as compared to the
prior year. On a constant currency basis, international site leasing operating income increased $25.4 million. These changes were
primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by
increases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses.
Site development operating income increased $25.8 million for the year ended December 31, 2022, as compared to the prior
year, primarily due to higher segment operating profit driven by more activity from T-Mobile, Verizon Wireless, and DISH Wireless,
partially offset by an increase in selling, general, and administrative expenses.
Other Income (Expense):
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income (expense), net
Total
$
$
10,133 $
(353,784)
(46,109)
(19,835)
(437)
10,467
(399,565) $
3,448 $
(352,919)
(47,085)
(19,589)
(39,502)
(74,284)
(529,931) $
126 $
(27)
—
—
—
84,088
84,187 $
6,559
(838)
976
(246)
39,065
663
46,179
190.2%
0.2%
(2.1%)
1.3%
(98.9%)
(9.6%)
(10.0%)
Interest income increased $6.7 million for the year ended December 31, 2022, as compared to the prior year. This change was
primarily due to a higher amount of interest-bearing deposits held as well as higher effective interest rates on those deposits as
compared to the prior year.
Interest expense increased $0.9 million for the year ended December 31, 2022, as compared to the prior year. This change
was primarily due to a higher average principal amount of cash interest bearing debt outstanding. Based on the current rising interest
rate environment, we expect interest expense will increase in future periods.
Loss from extinguishment of debt was $0.4 million for the year ended December 31, 2022 representing the write-off of $0.4
million of the unamortized financing fees related to the repayment of the 2018-1C Tower Securities in December 2022. Loss from
extinguishment of debt was $39.5 million for the year ended December 31, 2021 representing the payment of a $13.4 million call
premium and the write-off of $10.3 million of the unamortized financing fees related to the redemption of the 2016 Senior Notes in
November 2021, the payment of a $7.5 million call premium and the write-off of $4.2 million of the unamortized financing fees
related to the redemption of the 2017 Senior Notes in February 2021, the write-off of $2.0 million of unamortized financing fees
related to the repayment of the 2017-1C Tower Securities in May 2021, and the write-off of $2.0 million of unamortized financing
fees related to the repayment of the 2013-2C Tower Securities in October 2021.
Other income (expense), net includes a $20.3 million gain on the remeasurement of U.S. dollar denominated intercompany
loans with foreign subsidiaries for the year ended December 31, 2022, while the prior year period included a $66.3 million loss.
Provision for Income Taxes:
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
Provision for income taxes
$
(66,044) $
(14,940) $
(33,311) $
(17,793)
47.8%
Provision for income taxes increased $51.1 million for the year ended December 31, 2022, as compared to the prior year. On
a constant currency basis, provision for income taxes increased $17.8 million. These changes were primarily due to increases in
deferred foreign taxes and current state and foreign withholding taxes.
30
Net Income:
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
Net income
$
459,799 $
237,624 $
53,457 $
168,718
59.7%
Net income increased $222.2 million for the year ended December 31, 2022, as compared to the prior year. On a constant
currency basis, net income increased $168.7 million. This change was primarily due to an increase in operating income, a decrease in
loss from the extinguishment of debt, and an increase in interest income. This was partially offset by an increase in provision for
income taxes.
Year Ended 2021 Compared to Year Ended 2020
For a discussion of our 2021 Results of Operations, including a discussion of our financial results for the fiscal year ended
December 31, 2021 compared to the fiscal year ended December 31, 2020, refer to Part I, Item 7 of our annual report on Form 10-K
filed with the SEC on March 1, 2022.
NON-GAAP FINANCIAL MEASURES
This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description
of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to
why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the
impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant
currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our
business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency
exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as
well as by eliminating the impact of the remeasurement of our intercompany loans.
Adjusted EBITDA
We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash
straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses,
acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income,
interest expenses, depreciation, accretion, and amortization, and income taxes.
We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance.
Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for
purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes
that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations
(1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from
our outstanding debt) and asset base (primarily depreciation, amortization, and accretion) from our financial results. Management also
believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted
EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with
certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes.
Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our
performance.
31
For the year ended
December 31,
Foreign
2022
2021
Currency Impact
Constant
Currency
Currency Change % Change
Constant
(in thousands)
Net income
$
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Non-cash compensation
Loss from extinguishment of debt, net
Other (income) expense, net
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Interest income
Interest expense (1)
Depreciation, accretion, and amortization
Provision for income taxes (2)
Adjusted EBITDA
$
459,799 $
(38,675)
2,653
99,909
437
(10,467)
237,624 $
(30,117)
7,766
84,402
39,502
74,284
26,807
43,160
(10,133)
419,728
707,576
68,183
1,768,977 $
27,621
33,044
(3,448)
419,593
700,161
15,847
1,606,279 $
53,457 $
206
(89)
(313)
—
(84,088)
57
(184)
(126)
27
1,810
33,317
4,074 $
168,718
(8,764)
(5,024)
15,820
(39,065)
(663)
(871)
10,300
(6,559)
108
5,605
19,019
158,624
59.7%
29.1%
(64.7%)
18.7%
(98.9%)
9.6%
(3.2%)
31.2%
190.2%
0.0%
0.8%
49.9%
9.9%
(1)
(2)
Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
Provision for income taxes includes $2,139 and $907 of franchise taxes for the year ended 2022 and 2021, respectively,
reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations.
Adjusted EBITDA increased $162.7 million for the year ended December 31, 2022, as compared to the prior year. On a
constant currency basis, Adjusted EBITDA increased $158.6 million. These changes were primarily due to an increase in segment
operating profit, partially offset by an increase in cash selling, general, and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
SBAC is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the
outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns
equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our
business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than
financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by
these subsidiaries.
A summary of our cash flows is as follows:
Cash provided by operating activities
Cash used in investing activities
Cash (used in) provided by financing activities
Change in cash, cash equivalents, and restricted cash
Effect of exchange rate changes on cash, cash equiv., and restricted cash
Cash, cash equivalents, and restricted cash, beginning of year
Cash, cash equivalents, and restricted cash, end of year
Operating Activities
For the year ended December 31,
2022
2021
(in thousands)
$
$
1,285,700 $
(1,393,654)
(135,474)
(243,428)
(2,915)
435,626
189,283 $
1,189,896
(1,423,260)
339,264
105,900
(13,082)
342,808
435,626
Cash provided by operating activities was $1.3 billion for the year ended December 31, 2022 as compared to $1.2 billion for
the year ended December 31, 2021. The increase was primarily due to an increase in operating profit, partially offset by an increase in
cash outflows associated with working capital changes.
32
Investing Activities
A detail of our cash capital expenditures is as follows:
Acquisitions of towers and related intangible assets (1)(2)(3)
Acquisition of right-of-use assets (2)(4)
Land buyouts and other assets (5)(6)
Construction and related costs
Augmentation and tower upgrades
Tower maintenance
General corporate
Other investing activities
Net cash used in investing activities
For the year ended
December 31,
2022
2021
(in thousands)
$
$
(489,888) $
(602,574)
(83,630)
(103,461)
(60,656)
(41,568)
(8,758)
(3,119)
(1,393,654) $
(274,752)
(950,536)
(32,416)
(61,202)
(33,103)
(34,541)
(4,848)
(31,862)
(1,423,260)
(1)
(2)
(3)
(4)
(5)
(6)
During the year ended December 31, 2022, we closed on 1,445 sites from Airtel Tanzania for $176.1 million. Legal title has
been fully transferred for 1,295 of the towers. The remaining 150 towers are pending post-closing due diligence and continue
to be accounted for as acquired and other right-of-use assets, net on the Consolidated Balance Sheets until transfer of title for
these towers is completed, which we anticipate to be in tranches through the end of the second quarter of 2023. Upon legal
transfer, these assets will be reclassified to tower related assets. During this period of time, we have all the economic rights
and obligations related to these towers.
During the year ended December 31, 2022, we acquired 2,632 sites from GTS in Brazil for $728.2 million, net of working
capital adjustments, of which $168.5 million is included in acquisitions of towers and related intangible assets and $559.8
million is included in acquisition of right of use assets.
The year ended December 31, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which
were not funded until the first quarter of 2021.
During the year ended December 31, 2021, we acquired the exclusive right to lease and operate utility transmission
structures, which included existing wireless tenant licenses from PG&E for $950.5 million, net of working capital
adjustments.
Excludes $17.9 million and $16.3 million spent to extend ground lease terms for the years ended December 31, 2022 and
2021, respectively.
The year ended December 31, 2022 includes amounts paid related to the acquisition of a data center.
Subsequent to December 31, 2022, we purchased or are under contract to purchase 31 communication sites for an aggregate
consideration of $23.2 million in cash. We anticipate that these acquisitions will be consummated by the end of the second quarter of
2023.
For 2023, 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
$283.0 million to $303.0 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.
33
Financing Activities
A detail of our financing activities is as follows:
Net borrowings (repayments) under Revolving Credit Facility (1)
Proceeds from issuance of Senior Notes, net of fees (1)
Repayment of Senior Notes (1)
Proceeds from issuance of Tower Securities, net of fees (1)
Repayment of Tower Securities (1)
Repurchase and retirement of common stock (2)
Payment of dividends on common stock
Proceeds from employee stock purchase/stock option plans, net of taxes
Other financing activities
For the year ended December 31,
2022
2021
(in thousands)
$
370,000 $
(30,000)
—
—
839,885
(640,000)
(431,666)
(306,766)
28,345
4,728
(135,474) $
1,485,373
(1,870,909)
2,924,005
(1,335,000)
(582,578)
(253,580)
14,784
(12,831)
339,264
Net cash (used in) provided by financing activities
$
(1)
(2)
For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service
Requirements” below.
As of the date of this filing, we had $504.7 million remaining under the current authorized share repurchase plan.
For a discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2021 compared to the fiscal
year ended December 31, 2020, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on March 1, 2022.
Dividend
For the year ended December 31, 2022, we paid the following cash dividends:
Date Declared
February 27, 2022
April 24, 2022
July 31, 2022
October 30, 2022
Payable to Shareholders
of Record at the Close
of Business on
March 10, 2022
May 19, 2022
August 25, 2022
November 17, 2022
Cash Paid
Per Share
Aggregate Amount
Paid
$0.71
$0.71
$0.71
$0.71
$76.9 million
$76.6 million
$76.7 million
$76.7 million
Date Paid
March 25, 2022
June 14, 2022
September 20, 2022
December 15, 2022
Dividends paid in 2022 and 2021 were ordinary taxable dividends.
Subsequent to December 31, 2022, we declared the following cash dividends:
Date Declared
February 20, 2023
Payable to Shareholders
of Record at the Close
of Business on
March 10, 2023
Cash to
be Paid
Per Share
$0.85
Date to be Paid
March 24, 2023
The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of
increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which
prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is
below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of
Directors and will be declared based upon various factors, many of which are beyond our control.
Registration Statements
We have on file with the 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
34
companies who own wireless communication towers, antenna sites, or related assets. During the year ended December 31, 2022, we
did not issue any shares of Class A common stock under this registration statement. As of December 31, 2022, we had approximately
1.2 million shares of Class A common stock remaining under this registration statement.
We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-
3ASR which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares
as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities
each time we issue securities under our automatic shelf registration statement on Form S-3ASR. No securities were issued under this
registration statement through the date of this filing.
Debt Instruments and Debt Service Requirements
Terms of the Senior Credit Agreement
On July 7, 2021, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, amended our Revolving Credit
Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date of the
Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics
relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark
rate, (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward
or downward based on how we perform against those targets, and (6) amend certain other terms and conditions under the Senior
Credit Agreement.
The Senior Credit Agreement, as amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1)
a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of
Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most
recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days, and (3) a ratio of Annualized Borrower EBITDA to
Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any
fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the
ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into
sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage
in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to
customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed
under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance
II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on
the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on
substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the
Subsidiary Guarantors.
The Senior Credit Agreement, as amended, permits SBA Senior Finance II, without the consent of the other lenders, to
request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term
loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans
the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to
request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions
set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth
therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the
terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether
to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional
term loans and, if so, upon what terms.
Revolving Credit Facility under the Senior Credit Agreement
The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be
borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to
borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1)
the Eurodollar Rate 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. Borrowings under the Revolving
35
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:
Revolving Credit Facility
Unused
Financial Covenant
Interest Rate
Commitment
as of
December 31, 2022 (1)
Fee as of
December 31, 2022 (2)
Compliance
Status as of
December 31, 2022
5.610%
0.140%
In Compliance
(1)
(2)
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, 2021.
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, 2021.
The table below summarizes the Revolving Credit Facility’s activity during the years ended December 31, 2022 and 2021 (in
thousands):
Beginning outstanding balance
Borrowings
Repayments
Ending outstanding balance
For the year
ended December 31,
2022
2021
$
$
350,000 $
975,000
(605,000)
720,000 $
380,000
1,935,000
(1,965,000)
350,000
Subsequent to December 31, 2022, we borrowed an additional $15.0 million and repaid $165.0 million under the Revolving
Credit Facility, and as of the date of this filing, $570.0 million was outstanding.
Term Loan under the Senior Credit Agreement
2018 Term Loan
On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018
Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan
with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at
SBA Senior Finance II’s election, at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus
175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of December 31,
2022, the 2018 Term Loan was accruing interest at 6.140% per annum. Principal payments on the 2018 Term Loan are made in
quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. We incurred
financing fees of approximately $16.8 million in relation to this transaction, which are being amortized through the maturity date.
During the year ended December 31, 2022, we repaid an aggregate of $24.0 million of principal on the 2018 Term Loan. As
of December 31, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.
On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for
$1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum
through the maturity date of the 2018 Term Loan.
The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and intends to
cease all other tenors on June 30, 2023. Since LIBOR will be ceasing, we will need to amend our credit facility to transition the 2018
Term Loan and the interest rate swap to an alternative benchmark rate before June 30, 2023.
36
Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of December 31, 2022, we, through the Trust, had issued and outstanding an aggregate of $6.9 billion of Secured Tower
Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain
of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower
Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be
paid from the operating cash flows from the aggregate 9,896 tower sites owned by the Borrowers as of December 31, 2022. The
mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a
security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights
under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an
indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating
revenues for the immediately preceding calendar month.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration,
(1) within twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities,
2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities) or eighteen months (in the case of the
components corresponding to the 2014-2C Tower Securities, 2020-2C Tower Securities, and 2021-3C Tower Securities) of the
anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty
of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the
mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is
determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an
amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance
with the formula set forth in the mortgage loan agreement.
To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their
respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the
amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth
in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are
directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the
indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4).
However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the
amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding
twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make
debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other
payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of
being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service
Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the
end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be
applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In
addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the
towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the
original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and
operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay
principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve
requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service
Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage
loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other
things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.
37
The table below sets forth the material terms of our outstanding Tower Securities as of December 31, 2022:
Security
2014-2C Tower Securities
2019-1C Tower Securities
2020-1C Tower Securities
2020-2C Tower Securities
2021-1C Tower Securities
2021-2C Tower Securities
2021-3C Tower Securities
2022-1C Tower Securities
Issue Date
Oct. 15, 2014
Sep. 13, 2019
Jul. 14, 2020
Jul. 14, 2020
May 14, 2021
Oct. 27, 2021
Oct. 27, 2021
Nov. 23, 2022
(1)
Interest payable monthly.
Risk Retention Tower Securities
Amount
Outstanding
(in millions)
$620.0
$1,165.0
$750.0
$600.0
$1,165.0
$895.0
$895.0
$850.0
Interest
Rate (1)
3.869%
2.836%
1.884%
2.328%
1.631%
1.840%
2.593%
6.599%
Anticipated
Repayment Date
Oct. 8, 2024
Jan. 12, 2025
Jan. 9, 2026
Jan. 11, 2028
Nov. 9, 2026
Apr. 9, 2027
Oct. 9, 2031
Jan. 11, 2028
Final Maturity
Date
Oct. 8, 2049
Jan. 12, 2050
Jul. 11, 2050
Jul. 9, 2052
May 9, 2051
Oct. 10, 2051
Oct. 10, 2056
Nov. 9, 2052
The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of December 31, 2022:
Security
2019-1R Tower Securities
2020-2R Tower Securities
2021-1R Tower Securities
2021-3R Tower Securities
2022-1R Tower Securities
Issue Date
Sep. 13, 2019
Jul. 14, 2020
May 14, 2021
Oct. 27, 2021
Nov. 23, 2022
(1)
Interest payable monthly.
Amount
Outstanding
(in millions)
$61.4
$71.1
$61.4
$94.3
$44.8
Interest
Rate (1)
4.213%
4.336%
3.598%
4.090%
7.870%
Anticipated
Repayment Date
Jan. 12, 2025
Jan. 11, 2028
Nov. 9, 2026
Oct. 9, 2031
Jan. 11, 2028
Final Maturity
Date
Jan. 12, 2050
Jul. 9, 2052
May 9, 2051
Oct. 10, 2056
Nov. 9, 2052
To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC,
a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2019-1R
Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities
eliminate in consolidation.
Debt Covenants
As of December 31, 2022, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and
were in compliance with all other covenants as set forth in the agreement.
Senior Notes
The table below sets forth the material terms of our outstanding senior notes as of December 31, 2022:
Senior Notes
2020 Senior Notes
2021 Senior Notes
Issue Date
Feb. 4, 2020
Jan. 29, 2021
Amount
Outstanding
(in millions)
$1,500.0
$1,500.0
Interest Rate
Coupon
3.875%
3.125%
Maturity Date
Interest Due Dates
Feb. 15, 2027 Feb. 15 & Aug. 15 Feb. 15, 2023
Feb. 1, 2024
Feb. 1 & Aug. 1
Feb. 1, 2029
Optional
Redemption
Date
Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. During
the subsequent three twelve-month periods, the senior notes are redeemable, at our option, at reducing redemption prices based on the
applicable interest rate coupon (as set forth in the indenture) plus accrued and unpaid interest. Subsequent to such date, the senior
notes become redeemable until maturity at 100% of the principal plus accrued and unpaid interest. In addition, prior to February 15,
2023 (in the case of the 2020 Senior Notes) and February 1, 2024 (in the case of the 2021 Senior Notes), we may, at our option, use
the net proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the notes originally issued at a
redemption price of 103.875% (in the case of the 2020 Senior Notes) and 103.125% (in the case of the 2021 Senior Notes) plus
accrued and unpaid interest.
38
Indentures Governing Senior Notes
The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and
qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the
Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the
additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3)
make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale
and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur
liens securing indebtedness.
Debt Service
As of December 31, 2022, 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 December 31,
2023 based on the amounts outstanding as of December 31, 2022 and the interest rates accruing on those amounts on such date (in
thousands):
Revolving Credit Facility
2018 Term Loan (1)
2014-2C Tower Securities
2019-1C Tower Securities
2020-1C Tower Securities
2020-2C Tower Securities
2021-1C Tower Securities
2021-2C Tower Securities
2021-3C Tower Securities
2022-1C Tower Securities
2020 Senior Notes
2021 Senior Notes
Total debt service for the next 12 months
$
$
41,482
81,540
24,185
33,409
14,368
14,159
19,371
16,752
23,491
56,362
58,125
46,875
430,119
(1)
Total debt service on the 2018 Term Loan includes the impact of the interest rate swap entered into on August 4, 2020 which
swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of
1.874% per annum through the maturity date of the 2018 Term Loan.
Inflation
The impact of inflation on our operations has not been significant to date. However, to the extent the Federal Reserve
continues to increase interest rates to combat inflation, this may impact our operating results. We cannot assure you that a high rate of
inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are
governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation
other than our contracts in South America, South Africa, the Philippines, and Tanzania which have inflationary index based rent
escalators.
ITEM 7A. 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.
39
The following table presents the future principal payment obligations, fair values, and interest payments associated with our
long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2022:
2023
2024
2025
2026
2027
Thereafter
Total
Fair Value
(in thousands)
Revolving Credit Facility
2018 Term Loan
2014-2C Tower Securities (1)
2019-1C Tower Securities (1)
2020-1C Tower Securities (1)
2020-2C Tower Securities (1)
2021-1C Tower Securities (1)
2021-2C Tower Securities (1)
2021-3C Tower Securities (1)
2022-1C Tower Securities (1)
2020 Senior Notes
2021 Senior Notes
$
— $
— $
720,000 $
24,000
—
—
—
—
—
—
—
—
—
—
24,000 $
— $
24,000
620,000
—
—
—
—
—
—
—
—
—
2,244,000
—
1,165,000
—
—
—
—
—
—
—
—
644,000 $ 3,409,000 $
—
—
—
750,000
—
1,165,000
—
—
—
—
—
— $
—
—
—
—
—
—
895,000
—
—
1,500,000
—
— $
—
—
—
—
600,000
—
—
895,000
850,000
—
1,500,000
3,845,000 $
720,000 $
2,292,000
620,000
1,165,000
750,000
600,000
1,165,000
895,000
895,000
850,000
1,500,000
1,500,000
12,952,000 $
720,000
2,280,540
598,480
1,095,776
665,633
506,574
991,705
756,302
686,134
855,899
1,375,815
1,286,250
11,819,108
Total debt obligation
$
2,635,000 $
2,395,000 $
Interest payments (2)
$ 406,119 $
401,012 $
308,241 $
254,785 $
152,759 $
141,709 $
1,664,625
(1)
(2)
For information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments
and Debt Service Requirements above.
Represents interest payments based on the 2014-2C Tower Securities interest rate of 3.869%, the 2019-1C Tower Securities
interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of
2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the
2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the 2018 Term
Loan at an average interest rate of 2.510% (which includes the impact of interest rate swaps) as of December 31, 2022, the
Revolving Credit Facility at an average interest rate of 5.610% as of December 31, 2022, the 2020 Senior Notes interest rate
of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially
reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2018
Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the
interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. On August 4,
2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $1.95 billion of notional
value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of
the 2018 Term Loan. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on
our existing debt, we continue to evaluate our financial position on an ongoing basis. The IBA ceased the publication of USD LIBOR
for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023. The discontinuation of
LIBOR after 2021 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense
could increase. On July 7, 2021, we amended our Revolving Credit Facility to provide mechanics relating to a transition away from
LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate. However, we have not yet
amended our credit facilities for our 2018 Term Loan or the associated swap agreement to transition to an alternative benchmark rate
and will need to do so before June 30, 2023.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil,
Canada, Chile, Peru, Argentina, Colombia, Costa Rica, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in
Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our
operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, Chile, South
Africa, and the Philippines, we receive significantly all of our revenue and pay significantly all of our operating expenses in local
currency. In Argentina, Colombia, Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of
local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at
the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the
applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative
translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the year ended
December 31, 2022, approximately 17.2% of our revenues and approximately 22.2% of our total operating expenses were
denominated in foreign currencies.
40
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the
quoted foreign currency exchange rates at December 31, 2022. The analysis indicated that such an adverse movement would have
caused our revenues and operating income to decline by approximately 1.0% and 0.6%, respectively, for the year ended December 31,
2022.
As of December 31, 2022, 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 December 31, 2022 would have
resulted in approximately $143.7 million of unrealized gains or losses that would have been included in Other income (expense), net
in our Consolidated Statements of Operations for the year ended December 31, 2022.
Special Note Regarding Forward-Looking Statements
This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 annual report contains forward-looking statements regarding:
• our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers
of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the
roll-out of 5G), future spectrum auctions, the trends developing in our industry, and competitive factors;
• our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational
results;
• our expectations regarding consolidation of wireless service providers and the impact of such consolidation on our
financial and operational results;
• our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and
organic lease up on existing towers;
• our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their
use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage
requirements;
• our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and
the drivers of such growth;
• our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term
recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-
discretionary capital expenditures;
• our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to
maintain these towers will be minimal;
• our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and
executing monetary amendments;
• our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases;
• our belief that DISH Wireless will become a nationwide carrier, and its expectations regarding the capital expenditures
necessary to deploy its network;
• our expectations regarding the timing for closing of pending acquisitions;
• our election to be subject to tax as a REIT and our intent to continue to operate as a REIT;
• our belief that our business is currently operated in a manner that complies with the REIT rules and our intent to continue
to do so;
• our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;
• our expectations regarding the use of NOLs to reduce REIT taxable income;
• our expectations regarding our capital allocation strategy, including future allocation decisions among portfolio growth,
stock repurchases, and dividends, the impact of our election to be taxed as a REIT on that strategy, and our goal of
increasing our Adjusted Funds From Operations per share;
• our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;
• our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including
expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and
general corporate expenditures, and the source of funds for these expenditures;
• our expectations regarding the timing for closing of refinancing transactions;
• our expectations regarding our business strategies, including our strategy for securing rights to the land underlying our
towers, and the impact of such strategies on our financial and operational results;
41
• our intended use of our liquidity;
• our intent to maintain our target leverage levels, including in light of our dividend;
• our expectations regarding our debt service in 2023 and our belief that our cash on hand, capacity under our Revolving
Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding
debt during the next twelve months; and
• our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial
statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and
assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual
results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most
important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements
and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not
limited to, the following:
• the impact of consolidation among wireless service providers, including the impact of T-Mobile and Sprint;
• the ability of DISH Wireless to become and compete as a nationwide carrier;
• our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional
financing to fund our capital expenditures;
• our ability to successfully manage the risks associated with international operations, including risks relating to political or
economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and
land ownership;
• our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily
complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to
closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to
receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions
and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business
and to achieve the financial results projected in our valuation models for the acquired towers;
• the health of the South African and Tanzanian economies and wireless communications market, and the willingness of
carriers to invest in their networks in that market;
• developments in the wireless communications industry in general, and for wireless communications infrastructure
providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend
capital to fund network expansion or enhancements;
• our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to
new tenants on our towers, and retain current leases on towers;
• our ability to secure and deliver anticipated services business at contemplated margins;
• our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers
and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that
arise in connection with the building of new towers;
• competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that
meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us
to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;
• our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;
• our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms
that are accretive;
• our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels
to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;
• the impact of rising interest rates on our results of operations and our ability to refinance our existing indebtedness at
commercially reasonable rates or at all;
• our ability to successfully estimate the impact of regulatory and litigation matters;
• natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
• a decrease in demand for our towers;
• the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less
desirable to existing or potential tenants;
• our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our
business in accordance with such rules;
• our ability to utilize available NOLs to reduce REIT taxable income; and
• our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company
of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable
income.
42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are on pages F-1 through F-40.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures – We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management,
including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2022, an evaluation was
performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our CEO
and CFO concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2022 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for
establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness
of internal control over financial reporting as of December 31, 2022. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of SBAC; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of SBAC are being made only in accordance with authorizations of management and directors of SBAC; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SBAC’s assets that
could have a material effect on the financial statements.
Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of
December 31, 2022 based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that SBAC’s
internal control over financial reporting was effective as of December 31, 2022 based on the criteria in Internal Control – Integrated
Framework (2013 Framework) issued by COSO.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this
Annual Report on Form 10-K, has issued an attestation report on SBAC’s internal control over financial reporting.
43
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SBA Communications Corporation
Opinion on Internal Control Over Financial Reporting
We have audited SBA Communications Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2022, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, SBA Communications Corporation and subsidiaries (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2022 and 2021 and the related consolidated statements of operations,
comprehensive income (loss), shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2022, and the
related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, 2023 expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boca Raton, Florida
February 28, 2023
44
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer. The Code of Ethics is located on our internet web site at www.sbasite.com under “Investors – Governance – Governance
Documents.” We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within 4 business
days following the date of the amendment or waiver.
The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement
for its 2023 Annual Meeting of Shareholders to be filed on or before April 30, 2023.
ITEM 11. EXECUTIVE COMPENSATION
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its
2023 Annual Meeting of Shareholders to be filed on or before April 30, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The items required by Part III, Item 12, other than the information regarding the Registrant’s equity plans set forth below
required by Item 201(d) of Regulation S-K, are incorporated herein by reference from the Registrant’s Proxy Statement for its 2023
Annual Meeting of Shareholders to be filed on or before April 30, 2023.
Equity Compensation Plan
The following table summarizes information with respect to the Registrant’s compensation plans under which the
Registrant’s equity securities are authorized for issuance as of December 31, 2022:
Equity Compensation Plan Information
As of December 31, 2022
(in thousands, except exercise price)
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in first column (a))
(c)
1,860 (1) $
464 (2)
143.08
7.09
—
2,324
$
115.91
—
2,541
—
2,541
Equity compensation plans approved by
security holders
2010 Plan
2020 Plan
Equity compensation plans not approved by
security holders
Total
(1)
(2)
Included in the number of securities in column (a) is 56,154 restricted stock units and 140,446 performance-based restricted
stock units, which have no exercise price. The weighted-average exercise price of outstanding options, warrants, and rights
(excluding restricted stock units) is $160.01.
Included in the number of securities in column (a) is 165,483 restricted stock units and 288,444 performance-based restricted
stock units, which have no exercise price. The weighted-average exercise price of outstanding options, warrants, and rights
(excluding restricted stock units) is $328.99.
45
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its
2023 Annual Meeting of Shareholders to be filed on or before April 30, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its
2023 Annual Meeting of Shareholders to be filed on or before April 30, 2023.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(1) Financial Statement Schedules
Schedule III—Schedule of Real Estate and Accumulated Depreciation (see below)
All other schedules are omitted because they are not applicable or because the required information is contained in the
financial statements or notes thereto included in this Form 10-K.
Schedule III—Schedule of Real Estate and Accumulated Depreciation
Initial
Cost to
Encumbrances Company Acquisition
Cost
Capitalized
Subsequent
to
Description
Accumulated
Depreciation
Gross
Amount
Carried
at Close
of Current
Period
at Close
of Current
Period
Date of
Construction
Date
Acquired
Life on Which
Depreciation
in Latest
Income
Statement is
Computed
39,311 sites (1) $
9,952,000 (2)
(3)
(3)
$
(in thousands)
7,993,750 (4) $
(3,925,893)
Various
Various
Up to 70 years (5)
(1) No single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set
forth in the table above.
(2) As of December 31, 2022, certain assets secure debt of $10.0 billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site
basis.
(4) Does not include those sites under construction.
(5) Amounts include the acquisition of the exclusive right to lease and operate utility transmission structures, which included
existing wireless tenant licenses from PG&E.
46
Gross amount at beginning
Additions during period:
Acquisitions (1)
Construction and related costs on new builds
Augmentation and tower upgrades
Land buyouts and other assets
Tower maintenance
Other (2)
Total additions
Deductions during period:
Cost of real estate sold or disposed
Impairment
Other (3)
Total deductions
Balance at end
2022
2021
2020
$
7,068,208 $
5,963,048 $
5,833,338
(in thousands)
727,863
69,384
60,247
26,588
42,048
23,824
949,954
995,063
45,802
32,953
24,944
34,611
20,052
1,153,425
80,582
40,493
36,211
28,918
28,426
19,142
233,772
(610)
(23,638)
(164)
(24,412)
7,993,750 $
(192)
(15,552)
(32,521)
(48,265)
7,068,208 $
—
(17,064)
(86,998)
(104,062)
5,963,048
$
(1) Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations. In
addition, amounts as of December 31, 2021 include the acquisition of the exclusive right to lease and operate utility
transmission structures, which included existing wireless tenant licenses from PG&E. Amounts as of December 31, 2022
include the acquisition of sites from GTS.
(2) Represents changes to the Company’s asset retirement obligations.
(3) Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
Gross amount of accumulated depreciation at beginning
Additions during period:
Depreciation (1)
Other (2)
Total additions
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed
Other (2)
Total deductions
Balance at end
2022
2021
2020
$
(3,644,238) $
(3,383,370) $
(3,133,061)
(in thousands)
(285,918)
(3,382)
(289,300)
(273,655)
(91)
(273,746)
(275,947)
(38)
(275,985)
7,505
140
7,645
(3,925,893) $
3,638
9,240
12,878
(3,644,238) $
4,244
21,432
25,676
(3,383,370)
$
(1) Amounts as of December 31, 2021 include depreciation related to the acquisition of the exclusive right to lease and
operate utility transmission structures, which included existing wireless tenant licenses from PG&E. Amounts as of
December 31, 2022 include the depreciation related to the acquisition of sites from GTS.
(2) Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
(3) Exhibits
Exhibit
No.
3.1
Amended and Restated Articles of Incorporation of SBA Communications
Corporation, effective as of January 13, 2017.
Exhibit Description
3.2
Articles of Merger, effective as of January 13, 2017.
3.3
Second Amended and Restated Bylaws of SBA Communications Corporation,
effective as of January 14, 2017.
47
Incorporated by Reference
Form
8-K
8-K
8-K
Period Covered or
Date of Filing
01/17/17
01/17/17
01/18/17
4.1
Description of Capital Stock
4.30
Indenture dated as of February 4, 2020, between SBA Communications
Corporation and U.S. Bank National Association
4.30A Supplemental Indenture dated as of May 26, 2020, between SBA
Communications Corporation and U.S. Bank National Association to the
Indenture, dated as of February 4, 2020, between SBA Communications
Corporation and U.S. Bank National Association.
4.31
Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.30)
4.32
Indenture dated as of January 29, 2021, between SBA Communications
Corporation and U.S. Bank National Association.
4.33
Form of 3.125% Senior Notes due 2029 (included in Exhibit 4.32).
8-K
8-K
8-K
8-K
8-K
8-K
10.1
SBA Communications Corporation Registration Rights Agreement dated as of
March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II
and Robert Grobstein.
S-4
(333-50219)
01/17/17
02/07/20
05/28/20
02/07/20
01/29/21
01/29/21
04/15/98
10.6
Purchase Agreement, dated November 15, 2022, among SBA Senior Finance,
LLC, Deutsche Bank Trust Company Americas, as Trustee, and the several
Initial Purchasers listed on Schedule I thereto.
8-K
11/16/22
10.7B 2018 Refinancing Amendment, dated as of April 11, 2018, among SBA Senior
8-K
04/11/18
Finance II LLC, as borrower, the banks and other financial institutions or entities
party hereto as refinancing revolving lenders, continuing term lenders, additional
term lenders or incremental amended term lenders and Toronto Dominion
(Texas) LLC, as administrative agent and issuing lender.
10.7C 2021 Refinancing Amendment, dated as of July 7, 2021, among SBA Senior
8-K
07/09/21
Finance II LLC, as borrower, the banks and other financial institutions or entities
party hereto as refinancing revolving lenders, continuing term lenders, additional
term lenders or incremental amended term lenders and Toronto Dominion
(Texas) LLC, as administrative agent and issuing lender.
10.8
Second Amended and Restated Guarantee and Collateral Agreement, dated as of
8-K
02/13/14
February 7, 2014, among SBA Communications Corporation, SBA
Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II
LLC and certain of its subsidiaries, as identified in the Second Amended and
Restated Guarantee and Collateral Agreement, in favor of Toronto Dominion
(Texas) LLC, as administrative agent.
10.12
Second Amended and Restated Loan and Security Agreement, dated as of
October 15, 2014, among SBA Properties, LLC, SBA Sites, LLC, SBA
Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA
2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC,
SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC,
SBA Towers VII, LLC and any Additional Borrower or Borrowers that may
become a party thereto and Midland Loan Services, as Servicer on behalf of
Deutsche Bank Trust Company Americas, as Trustee.
10-Q
Quarter ended
September 30, 2014
10.12A First Loan and Security Agreement Supplement and Amendment, dated as of
8-K
10/20/15
October 14, 2015, by and among the Borrowers named therein and Midland Loan
Services, a division of PNC Bank, National Association, as Servicer on behalf of
Deutsche Bank Trust Company Americas, as Trustee.
48
10.12B Second Loan and Security Agreement Supplement, dated as of July 7, 2016, by
and among the Borrowers named therein and Midland Loan Services, a division
of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank
Trust Company Americas, as Trustee.
10.12C Third Loan and Security Agreement Supplement and Amendment, dated as of
April 17, 2017, by and among the Borrowers named therein and Midland Loan
Services, a division of PNC Bank, National Association, as Servicer on behalf of
Deutsche Bank Trust Company Americas, as Trustee.
10.12D Fourth Loan and Security Agreement Supplement, dated as of March 9, 2018, by
and among the Borrowers named therein and Midland Loan Services, a division
of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank
Trust Company Americas, as Trustee.
8-K
07/08/16
8-K
04/21/17
8-K
03/15/18
10.12E Fifth Loan and Security Agreement Supplement, dated as of September 13, 2019,
8-K
09/13/19
by and among the Borrowers named therein and Midland Loan Services, a
division of PNC Bank, National Association, as Servicer on behalf of Deutsche
Bank Trust Company Americas, as Trustee.
10.12F Sixth Loan and Security Agreement Supplement, dated as of July 14, 2020, by
8-K
07/20/20
and among the Borrowers named therein and Midland Loan Services, a division
of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank
Trust Company Americas, as Trustee.
10.12G Seventh Loan and Security Agreement Supplement, dated as of May 14, 2021,
8-K
05/18/21
by and among the Borrowers named therein and Midland Loan Services, a
division of PNC Bank, National Association, as Servicer on behalf of Deutsche
Bank Trust Company Americas, as Trustee.
10.12H Eighth Loan and Security Agreement Supplement, dated as of September 10,
10-K
2021, by and among the Borrowers named therein and Midland Loan Services, a
division of PNC Bank, National Association, as Servicer on behalf of Deutsche
Bank Trust Company Americas, as Trustee.
Year ended December
31, 2022
10.12I Ninth Loan and Security Agreement Supplement, dated as of October 27, 2021,
8-K
10/29/21
by and among the Borrowers named therein and Midland Loan Services, a
division of PNC Bank, National Association, as Servicer on behalf of Deutsche
Bank Trust Company Americas, as Trustee.
10.12J Tenth Loan and Security Agreement Supplement, dated November 23, 2022, by
and among the Borrowers named therein and Midland Loan Services, a division
of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank
Trust Company Americas, as Trustee.
8-K
11/29/22
10.35I Employment Agreement, dated August 3, 2020, between SBA Communications
10-Q
Corporation and Jeffrey A. Stoops.†
10.35J Amendment to Employment Agreement, dated December 22, 2021, between
10-K
SBA Communications Corporation and Jeffrey A. Stoops.†
Quarter ended
September 30, 2020
Year ended December
31, 2022
10.50
Management Agreement, dated as of November 18, 2005, by and among SBA
Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.
10-K
Year ended December
31, 2005
49
10.50A Joinder and Amendment to Management Agreement, dated November 6, 2006,
by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc.,
SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA
Network Management, Inc., and SBA Senior Finance, Inc.
10-K
Year ended December
31, 2016
10.57G Amended and Restated Employment Agreement, dated as of October 1, 2021,
10-K
between SBA Communications Corporation and Kurt Bagwell.†
Year ended December
31, 2022
10.58G Amended and Restated Employment Agreement, dated as of October 1, 2021,
between SBA Communications Corporation and Thomas P. Hunt.†
10-K
Year ended December
31, 2022
10.75B SBA Communications Corporation 2018 Employee Stock Purchase Plan.†
10.76
Form of Indemnification Agreement dated January 15, 2009 between SBA
Communications Corporation and its directors and certain officers.
S-8
(333-225139)
10-K
10.85F Amended and Restated Employment Agreement, dated as of October 1, 2021,
10-K
between SBA Communications Corporation and Brendan T. Cavanagh.†
05/23/18
Year ended December
31, 2008
Year ended December
31, 2022
10.89A SBA Communications Corporation 2010 Performance and Equity Incentive Plan,
10-Q
Quarter ended June
as amended and restated.†
30, 2017
10.90
SBA Communications Corporation 2020 Performance and Equity Incentive
10-Q
Quarter ended June
Plan.†
10.91
Form of Incentive Stock Option Agreement (U.S. and non-U.S. employees and
officers) pursuant to SBA Communications Corporation 2010 Performance and
Equity Incentive Plan, as amended and restated.†
30, 2020
10-Q
Quarter ended
September 30, 2018
10.92
Form of Restricted Stock Unit Agreement (U.S. and non-U.S. employees and
10-Q
officers) pursuant to SBA Communications Corporation 2010 Performance and
Equity Incentive Plan, as amended and restated.†
Quarter ended
September 30, 2018
10.95
Purchase Agreement, dated January 21, 2020, between SBA Communications
8-K
02/07/20
Corporation and Citigroup Global Markets Inc., as representative of the several
initial purchasers listed on Schedule I thereto.
10.96
Form of Restricted Stock Unit Agreement (Time and Performance Based)
10-Q
pursuant to SBA Communications Corporation 2010 Performance and Equity
Incentive Plan.†
Quarter ended March
31, 2020
21
Subsidiaries.*
23.1
Consent of Ernst & Young LLP.*
31.1
Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. **
50
32.2
Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS XBRL Instance Document.*
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).*
______________
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
None.
51
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By:
/s/ Jeffrey A. Stoops
Jeffrey A. Stoops
Chief Executive Officer and President
Date: February 28, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Steven E. Bernstein
Steven E. Bernstein
/s/ Jeffrey A. Stoops
Jeffrey A. Stoops
/s/ Brendan T. Cavanagh
Brendan T. Cavanagh
/s/ Brian D. Lazarus
Brian D. Lazarus
/s/ Mary S. Chan
Mary S. Chan
/s/ Duncan H. Cocroft
Duncan H. Cocroft
/s/ George R. Krouse Jr.
George R. Krouse Jr.
/s/ Jack Langer
Jack Langer
/s/ Kevin L. Beebe
Kevin L. Beebe
/s/ Fidelma Russo
Fidelma Russo
/s/ Jay L. Johnson
Jay L. Johnson
Chairman of the Board of Directors
February 28, 2023
Chief Executive Officer and President
(Principal Executive Officer)
February 28, 2023
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
February 28, 2023
Chief Accounting Officer and Senior Vice President
(Principal Accounting Officer)
February 28, 2023
Director
Director
Director
Director
Director
Director
Director
52
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020
Notes to Consolidated Financial Statements
Page
F-1
F-3
F-4
F-5
F-6
F-7
F-9
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SBA Communications Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and subsidiaries (the Company) as of
December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), shareholders' deficit, and cash
flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the
Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 28, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1
Accounting for Ground Leases
Description of
the Matter
As more fully described in Note 2 to the consolidated financial statements, the Company recognizes a right-of-use asset and
a lease liability for its operating lease contracts, initially measured at the present value of the lease payments. As of December
31, 2022, the Company had $2.4 billion of operating lease right-of-use assets, net, $260.1 million of current operating lease
liabilities, and $2.0 billion of long-term lease liabilities. For the period ended December 31, 2022, the total operating lease
right-of-use assets obtained for new operating lease liabilities were $171.2 million and adjustments associated with lease
modifications and reassessments were $47.1 million. The Company’s primary operating lease obligations are its long-term
lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily
determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates
the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). The IBR is the
rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar
economic environment. The process to estimate the Company’s IBR includes the use of unobservable inputs and considers
the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, adjustments
for leases denominated in different currencies, and the remaining lease term. The Company’s ground lease liabilities require
reassessment of the lease terms or lease payments as a result of contract modifications, addition of significant leasehold
improvements which impact the assessment of optional renewals that are reasonably certain of being exercised, or the
exercise of renewal options by tenants, which differ from prior expectations. The IBR is computed on a lease-by-lease basis
upon each of these reassessments.
Auditing the Company’s accounting for ground leases was complex and involved a high degree of subjective auditor
judgment because of the significant judgment exercised by the Company to account for ground leases. The IBR is estimated
using the unobservable inputs discussed above related to the collateral and term of the leased assets, and the related lease
liability is sensitive to changes in the Company's IBR. The determination of the lease term requires evaluating renewal
options in making the determination of the period for which the Company is reasonably certain to remain on the site. The
frequency with which leases must be reassessed adds to the complexity associated with auditing the ground lease related
balances.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated, and tested the design and operating effectiveness of the Company’s internal
controls related to accounting for ground leases. For example, we tested the Company’s controls over the review of the
accounting policy, including the methodology and assumptions used to estimate the IBR and the remaining lease term. We
also tested the controls over the review of ground lease contracts and the key system functionality used to account for ground
leases.
To test the Company’s accounting for ground leases, our audit procedures included, among others, evaluating the
methodology used to calculate the IBR, evaluating the assumptions and underlying data used by the Company to estimate
the IBR, identifying events which require reassessment of the lease term or lease payments, and estimating the remaining
lease term. We involved our valuation specialists to assist in the evaluation of the methodologies and assumptions applied
to estimate the IBR. Specifically, we compared the Company’s credit rating used in the IBR estimate to independent third-
party sources and compared the Company’s existing borrowing rate for collateralized assets to observable debt yields of the
Company. We compared the inputs used to adjust for lease payments to be made over varying periods and in various
currencies to third-party sources. We assessed the remaining lease term by selecting a sample of new ground leases and
ground lease modifications and reassessments for which we independently evaluated the period the Company is reasonably
certain to remain on the site, and compared to the remaining lease term in the Company’s audited schedules. We also
evaluated the Company’s disclosures included in Note 2 to the consolidated financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Boca Raton, Florida
February 28, 2023
F-2
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
$
$
$
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Costs and estimated earnings in excess of billings on uncompleted contracts
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Intangible assets, net
Operating lease right-of-use assets, net
Acquired and other right-of-use assets, net
Other assets
Total assets
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable
Accrued expenses
Current maturities of long-term debt
Deferred revenue
Accrued interest
Current lease liabilities
Other current liabilities
Total current liabilities
Long-term liabilities:
Long-term debt, net
Long-term lease liabilities
Other long-term liabilities
Total long-term liabilities
Redeemable noncontrolling interests
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, 107,997 shares and
108,956 shares issued and outstanding at December 31, 2022 and December 31, 2021,
respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net
Total shareholders' deficit
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit
$
December 31,
December 31,
2022
2021
$
$
$
143,708
41,959
184,368
79,549
33,149
482,733
2,713,727
2,776,472
2,381,955
1,507,781
722,373
10,585,041
51,427
101,484
24,000
154,553
54,173
262,365
48,762
696,764
367,278
65,561
101,950
48,844
30,813
614,446
2,575,487
2,803,247
2,268,470
964,405
575,644
9,801,699
34,066
68,070
24,000
184,380
49,096
238,497
18,222
616,331
12,844,162
2,040,628
248,067
15,132,857
31,735
12,278,694
1,981,353
191,475
14,451,522
17,250
—
—
1,080
2,795,176
(7,482,061)
(590,510)
(5,276,315)
10,585,041
$
1,089
2,681,347
(7,203,531)
(762,309)
(5,283,404)
9,801,699
The accompanying notes are an integral part of these consolidated financial statements.
F-3
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Revenues:
Site leasing
Site development
Total revenues
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing
Cost of site development
Selling, general, and administrative expenses
Acquisition and new business initiatives related
adjustments and expenses
Asset impairment and decommission costs
Depreciation, accretion, and amortization
Total operating expenses
Operating income
Other income (expense):
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income (expense), net
Total other expense, net
Income (loss) before income taxes
(Provision) benefit for income taxes
Net income
Net loss attributable to noncontrolling interests
Net income attributable to SBA Communications
Corporation
Net income per common share attributable to SBA
Communications Corporation:
Basic
Diluted
Weighted-average number of common shares
Basic
Diluted
For the year ended December 31,
2022
2021
2020
$
$
2,336,575
296,879
2,633,454
2,104,087 $
204,747
2,308,834
1,954,472
128,666
2,083,138
445,685
222,965
261,853
386,391
159,093
220,029
373,778
102,750
194,267
26,807
43,160
707,576
1,708,046
925,408
27,621
33,044
700,161
1,526,339
782,495
16,582
40,097
721,970
1,449,444
633,694
10,133
(353,784)
(46,109)
(19,835)
(437)
10,467
(399,565)
525,843
(66,044)
459,799
1,630
3,448
(352,919)
(47,085)
(19,589)
(39,502)
(74,284)
(529,931)
252,564
(14,940)
237,624
—
2,981
(367,874)
(24,870)
(20,058)
(19,463)
(222,159)
(651,443)
(17,749)
41,796
24,047
57
$
461,429 $
237,624 $
24,104
$
$
4.27 $
4.22 $
2.17 $
2.14 $
0.22
0.21
107,957
109,386
109,328
111,177
111,532
113,465
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net income
Adjustments related to interest rate swaps
Foreign currency translation adjustments
Comprehensive income (loss)
Comprehensive loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to SBA
Communications Corporation
$
For the year ended December 31,
2021
2020
2022
459,799 $
167,423
4,172
631,394
1,834
237,624 $
93,087
(47,814)
282,897
—
24,047
(98,771)
(140,098)
(214,822)
109
$
633,228 $
282,897 $
(214,713)
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(in thousands)
BALANCE, December 31, 2019
Net income attributable to SBA
Communications Corporation
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
Non-cash stock compensation
Adjustments related to interest rate swaps
Repurchase and retirement of common stock
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
Dividends on common stock
Adjustment to redemption amount related to
noncontrolling interests
BALANCE, December 31, 2020
Net income attributable to SBA
Communications Corporation
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
Non-cash stock compensation
Adjustments related to interest rate swaps
Repurchase and retirement of common stock
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
Dividends and dividend equivalents
on common stock
Contribution from partner for
noncontrolling interest
Adjustment to redemption amount related to
noncontrolling interests
BALANCE, December 31, 2021
Net income attributable to SBA
Communications Corporation
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
Non-cash stock compensation
Adjustments related to interest rate swaps
Repurchase and retirement of common stock
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
Dividends and dividend equivalents
on common stock
Adjustment to redemption amount related to
Class A
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Other
Total
Accumulated
Comprehensive Shareholders'
Deficit
Loss, Net
Deficit
111,775 $ 1,118 $ 2,461,335 $
(5,560,695) $
(568,765) $
(3,667,007)
—
—
—
24,104
—
24,104
1,113
—
—
(3,069)
11
—
—
(31)
53,683
70,363
—
—
—
—
—
(859,304)
—
—
(98,771)
—
53,694
70,363
(98,771)
(859,335)
—
—
—
—
—
—
—
(208,133)
(140,046)
—
(140,046)
(208,133)
—
109,819
—
1,098
749
2,586,130
—
(6,604,028)
—
(807,582)
749
(4,824,382)
—
—
—
237,624
—
237,624
1,017
—
—
(1,880)
10
—
—
(19)
14,744
85,779
—
—
—
—
—
(582,559)
—
—
93,087
—
14,754
85,779
93,087
(582,578)
—
—
—
—
(47,814)
(47,814)
—
—
—
(254,568)
—
(254,568)
—
—
(2,500)
—
—
(2,500)
—
108,956
—
1,089
(2,806)
2,681,347
—
(7,203,531)
—
(762,309)
(2,806)
(5,283,404)
—
—
—
461,429
—
461,429
341
—
—
(1,300)
3
—
—
(12)
28,302
101,846
—
—
—
—
—
(431,654)
—
—
167,423
—
28,305
101,846
167,423
(431,666)
—
—
—
—
4,376
4,376
—
—
—
(308,305)
—
(308,305)
noncontrolling interests
BALANCE, December 31, 2022
—
—
107,997 $ 1,080 $
(16,319)
2,795,176 $
—
(7,482,061) $
—
(590,510) $
(16,319)
(5,276,315)
The accompanying notes are an integral part of these consolidated financial statements.
F-6
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization
Non-cash asset impairment and decommission costs
Non-cash compensation expense
(Gain) loss on remeasurement of U.S. denominated intercompany loans
Loss from extinguishment of debt, net
Deferred income tax expense (benefit)
Non-cash interest expense
Amortization of deferred financing fees
Other non-cash items reflected in the Statements of Operations
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net
Prepaid expenses and other assets
Operating lease right-of-use assets, net
Accounts payable and accrued expenses
Long-term lease liabilities
Other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions
Capital expenditures
Purchase of investments
Proceeds from sale of investments
Other investing activities
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility
Repayments under Revolving Credit Facility
Proceeds from issuance of Senior Notes, net of fees
Repayment of Senior Notes
Proceeds from issuance of Tower Securities, net of fees
Repayment of Tower Securities
Termination of interest rate swap
Repurchase and retirement of common stock
Payment of dividends on common stock
Proceeds from employee stock purchase/stock option plans
Payments related to taxes on stock options and restricted stock units
Other financing activities
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
For the year ended December 31,
2021
2020
2022
$
459,799 $
237,624 $
24,047
707,576
42,807
99,909
(20,295)
437
32,901
46,109
19,835
9,742
(81,351)
(29,746)
135,473
25,118
(129,471)
(33,143)
1,285,700
(1,176,092)
(214,443)
(881,781)
878,138
524
(1,393,654)
975,000
(605,000)
—
—
839,885
(640,000)
—
(431,666)
(306,766)
38,303
(9,958)
4,728
(135,474)
(2,915)
(246,343)
700,161
31,790
84,402
66,285
36,718
(8,510)
47,085
19,589
9,881
(38,237)
(28,243)
114,321
(473)
(113,292)
30,795
1,189,896
(1,257,704)
(133,694)
(1,731,111)
1,730,477
(31,228)
(1,423,260)
1,935,000
(1,965,000)
1,485,373
(1,870,909)
2,924,005
(1,335,000)
—
(582,578)
(253,580)
86,688
(71,904)
(12,831)
339,264
(13,082)
92,818
721,970
39,501
68,890
220,354
17,838
(63,187)
24,870
20,058
2,979
38,195
2,614
109,935
13,173
(100,847)
(14,357)
1,126,033
(271,418)
(128,566)
(1,288,705)
1,239,206
3,117
(446,366)
895,000
(1,005,000)
1,479,484
(759,143)
1,335,895
(1,200,000)
(176,200)
(859,335)
(207,689)
99,129
(45,080)
(26,078)
(469,017)
(8,962)
201,688
Beginning of year
End of year
$
435,626
189,283 $
342,808
435,626 $
141,120
342,808
(continued)
F-7
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH
ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities
Operating lease modifications and reassessments
Right-of-use assets obtained in exchange for new finance lease liabilities
Deferred payment on acquired assets
$
$
$
$
$
$
For the year ended December 31,
2021
2020
2022
378,574 $
32,320 $
360,098 $
25,568 $
351,886
20,275
171,203 $
48,946 $
3,860 $
— $
33,315 $
36,817 $
2,100 $
— $
78,674
(10,550)
1,087
77,124
The accompanying notes are an integral part of these consolidated financial statements.
F-8
1.
GENERAL
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SBA Communications Corporation (the “Company” or “SBAC”) was incorporated in the State of Florida in March 1997. The
Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, LLC
(“Telecommunications”). Telecommunications is a holding company that holds the outstanding capital stock of SBA Senior Finance,
LLC (“SBA Senior Finance”), and other operating subsidiaries which are not a party to any loan agreement. SBA Senior Finance is a
holding company that holds, directly or indirectly, the equity interest in certain subsidiaries that issued the Tower Securities (see Note
11) and certain subsidiaries that were not involved in the issuance of the Tower Securities. With respect to the subsidiaries involved in
the issuance of the Tower Securities, SBA Senior Finance is the sole member of SBA Holdings, LLC and SBA Depositor, LLC. SBA
Holdings, LLC is the sole member of SBA Guarantor, LLC. SBA Guarantor, LLC directly or indirectly holds all of the capital stock of
the companies referred to as the “Borrowers” under the Tower Securities. With respect to subsidiaries not involved in the issuance of
the Tower Securities, SBA Senior Finance holds all of the membership interests in SBA Senior Finance II, LLC (“SBA Senior
Finance II”) and certain non-operating subsidiaries. SBA Senior Finance II holds, directly or indirectly, all the capital stock of certain
international subsidiaries and certain other tower companies (known as “Tower Companies”). SBA Senior Finance II also holds,
directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services,
including SBA Network Services, LLC (“Network Services”) as well as SBA Network Management, Inc. (“Network Management”)
which manages and administers the operations of the Borrowers.
As of December 31, 2022, the Company owned and operated wireless towers in the United States and its territories. In
addition, the Company owned towers in Argentina, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala,
Nicaragua, Panama, Peru, South Africa, the Philippines, and Tanzania. Space on these towers is leased primarily to wireless service
providers. As of December 31, 2022, the Company owned and operated 39,311 towers of which 17,416 are domestic and 21,895 are
international, of which 12,677 are located in Brazil.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial
statements is as follows:
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) and include the Company and its majority and wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
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.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of cash in banks, money market funds, commercial paper, highly liquid short-
term investments, and other marketable securities with an original maturity of three months or less at the time of purchase. These
investments are carried at cost, which approximates fair value.
F-9
Restricted Cash
The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as
restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the Tower Securities as well as for
payment and performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business, as well as
collateral associated with workers’ compensation plans (see Note 4).
Investments
Investment securities with original maturities of more than three months but less than one year at time of purchase are
considered short-term investments and are classified in prepaid expenses and other current assets on the accompanying Consolidated
Balance Sheets. The Company’s short-term investments primarily consist of certificates of deposit with maturities of less than a year.
Investment securities with maturities of more than a year are considered long-term investments and are classified in other assets on the
accompanying Consolidated Balance Sheets. Long-term investments consist of strategic investments in companies and are accounted
for under the cost and equity method. Gross purchases and proceeds from sales of the Company’s investments are presented within
Cash flows from investing activities on the Company’s Consolidated Statements of Cash Flows. During the year ended December 31,
2022 and 2021, no gain or loss was recorded related to the sale or maturity of investments.
Property and Equipment
Property and equipment are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset
impairment and estimated asset retirement obligations. Costs for self-constructed towers include direct materials and labor, indirect
costs and capitalized interest. Approximately $0.6 million, $0.5 million, and $0.6 million of interest cost was capitalized in 2022, 2021
and 2020, respectively.
Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not
to exceed the minimum lease term of the underlying ground lease. In making the determination of the period for which the Company
is reasonably certain to remain on the site, the Company will assume optional renewals are reasonably certain of being exercised for
the greater of: (1) a period sufficient to cover all tenants under their current committed term where the Company has provided rights to
the tower not to exceed the contractual ground lease terms including renewals and (2) a period sufficient to recover the investment of
significant leasehold improvements located on the site. Leasehold improvements are amortized on a straight-line basis over the shorter
of the useful life of the improvement or the minimum lease term of the lease. For all other property and equipment, depreciation is
provided using the straight-line method over the estimated useful lives.
The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation
purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to
be rendered by the asset. If the useful lives of assets are reduced, depreciation may be accelerated in future years. Property and
equipment under capital leases are amortized on a straight-line basis over the term of the lease or the remaining estimated life of the
leased property, whichever is shorter, and the related amortization is included in depreciation expense. Expenditures for maintenance
and repair are expensed as incurred.
Asset classes and related estimated useful lives are as follows:
Towers and related components
Furniture, equipment, and vehicles
Data Centers, buildings, and leasehold improvements
3 - 15 years
2 - 7 years
10 - 30 years
Betterments, improvements, and significant repairs, which increase the value or extend the life of an asset, are capitalized and
depreciated over the estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted for
prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life.
There has been no material impact for changes in estimated useful lives for any years presented.
Deferred Financing Fees
Financing fees related to the issuance of debt have been deferred and are being amortized using the effective interest rate
method over the expected duration of the related indebtedness (see Note 11). For all of the Company’s debt, except for the Revolving
Credit Facility where the debt issuance costs are being presented as an asset on the accompanying Consolidated Balance Sheets, debt
issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset.
F-10
Intangible Assets
The Company classifies as intangible assets the fair value of current leases in place at the acquisition date of towers and
related assets (referred to as the “Current contract intangibles”), and the fair value of future tenant leases anticipated to be added to the
acquired towers (referred to as the “Network location intangibles”). These intangibles are estimated to have a useful life consistent
with the useful life of the related tower assets, which is typically 15 years. For all intangible assets, amortization is provided using the
straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived
evenly over the life of the asset.
Impairment of Long-Lived Assets
The Company evaluates its individual long-lived and related assets with finite lives for indicators of impairment to determine
when an impairment analysis should be performed. The Company evaluates its tower assets and Current contract intangibles at the
tower level, which is the lowest level for which identifiable cash flows exists. The Company evaluates its Network location
intangibles for impairment at the tower leasing business level. The Company has established a policy to at least annually, or earlier if
indicators of impairment arise, evaluate its tower assets and Current contract and Network location intangibles for impairment.
The Company records an impairment charge when an investment in towers or related assets has been impaired, such that
future undiscounted cash flows would not recover the then current carrying value of the investment in the tower and related intangible.
If the future undiscounted cash flows are lower than the carrying value of the investment in the tower and related intangible, the
Company calculates future discounted cash flows and compares those amounts to the carrying value. The Company records an
impairment charge for any amounts lower than the carrying value. Estimates and assumptions inherent in the impairment evaluation
include, but are not limited to, general market and economic conditions, historical operating results, geographic location, lease-up
potential, and expected timing of lease-up. In addition, the Company makes certain assumptions in determining an asset’s fair value
for the purpose of calculating the amount of an impairment charge.
The Company recognized impairment charges of $43.2 million, $33.0 million, and $40.1 million for the years ended
December 31, 2022, 2021 and 2020, respectively. Refer to Note 3 for further detail of these amounts.
Fair Value Measurements
The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The
following three levels of inputs may be used to measure fair value:
Level 1
Level 2
Level 3
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the
measurement date.
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.
Revenue Recognition and Accounts Receivable
Site leasing revenues
Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements.
Receivables recorded related to the straight-line impact of site leases are reflected in other assets on the Consolidated Balance Sheets.
Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenues from site leasing
represent 89% of the Company’s total revenues for the year ended December 31, 2022. For additional information on tenant leases,
refer to the Leases section below.
F-11
Site development revenues
Site development projects in which the Company performs consulting services include contracts on a fixed price basis that
are billed at contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs
incurred. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Consolidated Balance Sheets.
Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared
to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best
available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates
initially is reduced as work on the contracts nears completion. Refer to Note 5 for further detail of costs and estimated earnings in
excess of billings on uncompleted contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which
such losses are determined to be probable.
The site development segment represents approximately 11% of the Company’s total revenues for the year ended December
31, 2022. The Company accounts for site development revenue in accordance with ASC 606, Revenue from Contracts with
Customers. Payment terms do not result in any significant financing arrangements. Furthermore, these contracts do not typically
include variable consideration; therefore, the transaction price that is recognized over time is generally the amount of the total
contract.
Accounts receivable
The accounts receivable balance was $184.4 million and $102.0 million as of December 31, 2022 and 2021, respectively, of
which $59.6 million and $24.6 million related to the site development segment as of December 31, 2022 and 2021, respectively. Refer
to Note 15 for further detail of the site development segment.
Credit Losses
According to ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, an expected credit loss impairment model is used for financial instruments, including trade receivables, which requires
entities to consider forward-looking information to estimate expected credit losses over the lifetime of the asset, resulting in earlier
recognition of losses for receivables that are current or not yet due. The Company’s expected credit loss allowance methodology for
accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a
review of the current status of customers’ trade accounts receivables. Due to the short-term nature of such receivables, the estimate of
the amount of accounts receivable that may not be collected considers aging of the accounts receivable balances and the financial
condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers
that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute
resolution, payment confirmation, consideration of customers’ financial condition, and macroeconomic conditions. Balances are
written off when determined to be uncollectible. ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments –
Credit Losses (“ASU 2018-19”) clarified that operating lease receivables are not within the scope of ASC 326-20 and should instead
be accounted for under the new leasing standard, ASC 842. The Company is exposed to credit losses which are subject to this standard
primarily through the site development business segment which provides consulting and construction related services.
The following is a rollforward of the allowance for doubtful accounts for the Company’s site leasing and site development
businesses:
Beginning balance
Provision for doubtful accounts
Write-offs
Recoveries (1)
Acquisitions
Currency translation adjustment
Ending balance
For the year ended December 31,
2021
2020
2022
(in thousands)
$
$
12,135 $
632
(1,793)
(2,204)
116
280
9,166 $
15,693 $
440
(1,597)
(1,947)
—
(454)
12,135 $
21,202
620
(23)
(3,524)
—
(2,582)
15,693
(1)
Amounts include annual installment payments related to the Oi S.A. reorganization. The fourth and final annual installment
payment was received during the year ended December 31, 2022.
F-12
Cost of Revenue
Cost of site leasing revenue includes ground lease rent, property taxes, amortization of deferred lease costs, maintenance,
fuel, energy, and other tower operating expenses. Cost of site development revenue includes the cost of materials, salaries, and labor
costs, including payroll taxes, subcontract labor, vehicle expense, and other costs directly and indirectly related to the projects. All
costs related to site development projects are recognized as incurred.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to
differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are
measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is
recorded to reduce the carrying amounts of deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The
Company considers many factors when assessing the likelihood of future realization, including the Company’s recent cumulative
earnings by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available,
the carryforward periods available to the Company for tax reporting purposes and other relevant factors.
The Company began operating as a REIT for federal income tax purposes effective January 1, 2016. As a REIT, the
Company generally is not subject to corporate level federal income tax on taxable income it distributes to its stockholders as long as it
meets the organizational and operational requirements under the REIT rules. However, certain subsidiaries have made an election with
the IRS to be treated as a taxable REIT subsidiary (“TRS”) in conjunction with the Company's REIT election. The TRS elections
permit the Company to engage in certain business activities in which the REIT may not engage directly, so long as these activities are
conducted in entities that elect to be treated as TRSs under the Code. A TRS is subject to federal and state income taxes on the income
from these activities. Additionally, the Company has included in TRSs the Company’s tower operations in most foreign jurisdictions;
however, the REIT holds selected tower assets in Puerto Rico and USVI. Those operations will continue to be subject to foreign taxes
in the jurisdiction in which such assets and operations are located regardless of whether they are included in a TRS.
The Company will continue to file separate federal tax returns for the REIT and TRS for the year ended December 31, 2022.
The REIT had taxable income during the year ended December 31, 2022 and paid a dividend and utilized net operating losses
(“NOLs”) to offset its remaining 2022 distribution requirement. Some of the Company’s TRSs generated NOLs which will be carried
forward to use in future years. A portion of the deferred tax asset generated by the NOLs are reserved by a valuation allowance.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be
taken in a tax return if applicable. The Company has not identified any tax exposures that require a reserve. To the extent that the
Company records unrecognized tax exposures, any related interest and penalties will be recognized as interest expense in the
Company’s Consolidated Statements of Operations.
Stock-Based Compensation
The Company measures and recognizes compensation expense for all share-based payment awards made to employees and
directors, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and purchases
under the Company’s employee stock purchase plans. The Company records compensation expense, for stock options, RSUs, and
PSUs on a straight-line basis over the vesting period; however, compensation expense related to certain PSUs are subject to
adjustment on performance relative to the established targets. Compensation expense for stock options is based on the estimated fair
value of the options on the date of the grant using the Black-Scholes option-pricing model. Compensation expense for RSUs and PSUs
is based on the fair market value of the units awarded at the date of the grant. Fair value for a portion of the PSUs was calculated using
a Monte Carlo simulation model.
Asset Retirement Obligations
The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of
these leases require the Company to remove improvements only or restore land interests to their original condition upon termination of
the ground lease.
In determining the measurement of the asset retirement obligations, the Company considered the nature and scope of the
contractual restoration obligations contained in the Company’s ground leases, the historical retirement experience as an indicator of
future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value,
timing of estimated restoration costs, and the credit adjusted risk-free rate used to discount future obligations.
F-13
The Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a
fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed
assets, and over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the estimated
useful life of the tower. As of December 31, 2022 and 2021, the asset retirement obligation was $79.8 million and $53.6 million,
respectively, and is included in other long-term liabilities on the Consolidated Balance Sheets. Upon settlement of the obligations, any
difference between the cost to retire an asset and the recorded liability is recorded in Asset impairment and decommission costs on the
Consolidated Statements of Operations.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources, and is comprised of net income (loss), other foreign
currency adjustments, and adjustments related to interest rate swaps designated as cash flow hedges.
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 year. Unrealized
translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss,
net in the Consolidated Statement of Shareholders’ Deficit.
For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries,
which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and
expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other
income (expense), net in the Consolidated Statements of Operations.
Intercompany Loans Subject to Remeasurement
In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated
intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated
Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $12.9 million
gain, a $44.3 million loss, and a $145.6 million loss, net of taxes, on the remeasurement of intercompany loans for the years ended
December 31, 2022, 2021, and 2020, respectively, due to changes in foreign exchange rates. During the year ended December 31,
2022, the Company funded $768.2 million and repaid $122.8 million under its intercompany loan agreements. As of December 31,
2022 and 2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the
Company’s foreign subsidiaries was $1.5 billion and $872.9 million, respectively.
Acquisitions
Under ASU 2017-01, Clarifying the Definition of a Business, the Company’s acquisitions will generally qualify for asset
acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805
Business Combinations. For acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related
intangible assets. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other
information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value
estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management
at the time. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the
consolidated financial statements could be subject to a possible impairment of the intangible assets or require acceleration of the
amortization expense of intangible assets in subsequent periods. External, direct transaction costs will be capitalized as a component
of the cost of the asset acquired. The Company will continue to expense internal acquisition costs as incurred. For business
combinations, the estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to
adjustment during the measurement period (up to one year from the particular acquisition date). During the measurement period, the
Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. As of
December 31, 2022, there were no material acquisitions with purchase price allocations that were preliminary other than for the
acquisition from Grupo TorreSur (“GTS”) in Brazil. Refer to Note 7 for further details about this acquisition.
In connection with certain acquisitions, the Company may agree to pay contingent consideration (or earnouts) in cash or
stock if the communication sites or businesses that are acquired meet or exceed certain performance targets over a period of one year
F-14
to three years after they have been acquired. Contingent consideration in connection with asset acquisitions will be recognized at the
time when the contingency is resolved or becomes payable and will increase the cost basis of the assets acquired.
Leases
ASU No. 2016-02, Leases (“Topic 842”) requires all lessees to recognize a right-of-use asset and a lease liability, initially
measured at the present value of the lease payments and any prepaid rent amounts. The Company has elected not to separate nonlease
components from the associated lease component for all underlying classes of assets.
The components of the right-of-use lease liabilities as of December 31, 2022 and 2021 are as follows (in thousands):
Current operating lease liabilities
Current financing lease liabilities
Current lease liabilities
Long-term operating lease liabilities
Long-term financing lease liabilities
Long-term lease liabilities
Operating Leases
December 31,
2022
December 31,
2021
(in thousands)
260,082 $
2,283
262,365 $
236,804
1,693
238,497
2,037,496 $
3,132
2,040,628 $
1,979,239
2,114
1,981,353
$
$
$
$
Ground leases. The Company enters into long-term lease contracts for land that underlies its tower structures. Ground lease
agreements generally include renewal options which can be exercised exclusively at the Company’s election. In making the
determination of the period for which the Company is reasonably certain to remain on the site, the Company will assume optional
renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under their current
committed term where the Company has provided rights to the tower not to exceed the contractual ground lease terms including
renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site (generally 15
years).
Substantially all leases provide for rent rate escalations. In the United States and the Company’s international markets,
ground leases and other property interests either (1) contain specific annual rent escalators or (2) escalate annually in accordance with
an inflationary index. Increases or decreases in lease payments that result from subsequent changes in the index or rate are accounted
for as variable lease payments.
Office leases. The Company’s office leases consist of long-term leases for international, regional, and certain site
development office locations. Office leases include a single lease component, lease of the office space, and sometimes nonlease
components such as common area maintenance expenses. The lease term for office leases are generally considered to be the
contractually committed term.
Finance Leases
Vehicle leases. The Company leases vehicles that are used in its site development business. These leases are accounted for as
financing leases and have lease terms that are contractually committed and do not include optional renewal terms.
Acquired right-of-use assets. In connection with certain acquisitions, the Company may acquire the exclusive right to lease
and operate communication sites for a period that represents (1) a major part of the remaining economic life of the underlying assets
and/or (2) the purchase price represents substantially all of the fair value of the underlying asset. The Company accounts for these
arrangements as financing leases. Payments associated with the right-of-use of these assets are typically fully funded at the acquisition
date and will be recognized over the respective lease term. The right-of-use assets related to these transactions are recorded in
Acquired and other right-of-use assets, net on the Consolidated Balance Sheets.
F-15
Discount Rate
When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, the
Company’s ground leases generally do not provide a readily determinable implicit rate. Therefore, the Company estimates the
incremental borrowing rate to discount lease payments based on information available at lease commencement or upon a modification.
The Company uses publicly available data for instruments with similar characteristics when calculating its incremental borrowing
rates.
Lease Cost
Variable lease payments include escalations based on an inflationary index and are initially recognized using the prevailing
index at the date of initial measurement or upon reassessment of the lease term. Subsequent changes in standard cost of living
increases are recognized as variable lease costs. Variable lease payments also include contingent rent provisions.
The components of lease cost, lease term, and discount rate as of December 31, 2022 and 2021 are as follows:
Amortization of acquired and other right-of-use assets
Interest on finance lease liabilities
Total finance lease cost
Operating lease cost
Variable lease cost
Total lease cost
Weighted-Average Remaining Lease Term as of 2022 and 2021:
Operating leases
Finance leases
Weighted-Average Discount Rate as of 2022 and 2021:
Operating leases
Finance leases
Other information:
Cash paid for amounts included in measurement of lease liabilities:
Cash flows from operating leases
Cash flows from finance leases
Tenant (Operating) Leases
For the year ended December 31,
2022
2021
(in thousands)
$
$
24,733 $
171
24,904
275,903
61,128
361,935 $
13,483
118
13,601
260,690
49,176
323,467
13.7 years
51.3 years
14.4 years
68.9 years
5.7%
3.5%
5.6%
2.9%
For the year ended
December 31, 2022 December 31, 2021
$
$
259,788 $
2,258 $
242,567
1,734
The Company enters into long-term lease contracts with wireless service providers to lease antenna space on towers that it
owns or operates. Each tenant lease relates to the lease or use of space at an individual site. Tenant leases are generally for an initial
term of five years to 15 years with multiple renewal periods, which are at the option of the tenant. Tenant leases typically (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, including the renewal option periods.
Tenant lease agreements generally include renewal options which can be exercised exclusively at the tenant’s election. The
only common exception is if the Company no longer has a right to the ground underlying the site, the lease agreements permit the
Company to terminate the lease. Despite high frequency of renewal of options to extend the lease by its tenants, the Company has
concluded that the exercise of a renewal option by a tenant is not reasonably certain of occurrence; therefore, only the current
committed term is included in the determination of the lease term.
Certain tenant leases provide for a reimbursement of costs incurred by the Company. The Company pays these costs directly
and is not relieved of the primary obligation for the expenses. These reimbursements are recorded as revenue on the Statements of
Operations.
F-16
Deferred Lease Costs
ASU 2016-02 defines initial direct costs as incremental costs that would not have been incurred if the lease had not been
obtained. These costs, including commissions paid related to the origination of specific tenant leases, are deferred and amortized over
the remaining lease term. Initial direct costs were approximately $3.3 million, $2.9 million, and $1.2 million for the years ended
December 31, 2022, 2021, and 2020, respectively. Amortization expense related to deferred initial direct costs was $1.9 million, $1.4
million, and $1.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021,
unamortized deferred initial direct costs were $7.7 million and $6.3 million, respectively, and are included in other assets on the
Consolidated Balance Sheets.
Reference Rate Reform
ASU 2020-04, ASU 2021-01, and ASU 2022-06, Reference Rate Reform, provide optional expedients and exceptions for
applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate
reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference
LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions
provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after
December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional
expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments
prospectively through December 31, 2024. The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD
LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023. On July 7, 2021,
the Company amended its Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark
interest rate and the replacement of LIBOR by an alternative benchmark rate. Refer to Note 11 for further discussion of the Revolving
Credit Facility. As of December 31, 2022, the Company has not modified any other contracts as a result of reference rate reform and is
evaluating the impact this standard may have on its consolidated financial statements.
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. At inception, the Company evaluates the interest rate swaps to determine
whether they qualify for hedge accounting. In accordance with ASU 2017-12 (ASC 815 - Derivatives and Hedging), hedge
accounting should be provided only if the derivative hedging instrument is expected to be, and actually is, effective at offsetting
changes in fair values or cash flows of the hedged item. The effective portion of the gain or loss is recorded in Accumulated other
comprehensive loss, net on the Consolidated Balance Sheets. The ineffective portion of the gain or loss from the interest rate swap
is recognized in earnings immediately. On a quarterly basis, the Company evaluates whether the cash flow hedge remains highly
effective in offsetting changes in cash flows. Refer to Note 21 for further discussion of the interest rate swaps.
3.
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 20 for discussion of the Company’s redeemable non-controlling interests.
Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived and intangible assets are measured at
fair value on a nonrecurring basis using Level 3 inputs. The Company considers many factors and makes certain assumptions when
making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic
location, lease-up potential, and expected timing of lease-up. The fair value of the long-lived and intangible assets is calculated using a
discounted cash flow model.
F-17
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 (in
thousands):
Asset impairment (1)
Write-off of carrying value of decommissioned towers
Other (including third party decommission costs)
Total asset impairment and decommission costs
For the year
ended December 31,
2021
2022
$
$
34,734 $
8,095
331
43,160 $
24,813 $
6,349
1,882
33,044 $
2020
31,552
7,456
1,089
40,097
(1)
Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows
from certain towers are sufficient to recover the carrying value of the investment in those towers.
The Company’s long-term investments were $40.7 million and $47.9 million as of December 31, 2022 and 2021,
respectively, and are recorded in Other assets on the Consolidated Balance Sheets. Some of these investments provide for the
Company to increase their investment in the future through call options exercisable by the Company and put options exercisable by
the investee. These put and call options are recorded at fair market value. 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 below the carrying amount, the investment could be
impaired. During the year ended December 31, 2022, the Company recognized an impairment loss of $0.9 million associated with one
of its cost method investments. The Company did not recognize any impairment loss associated with its investments during the years
ended December 31, 2021 and 2020.
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 shorter maturity of these
instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of
December 31, 2022 and 2021, the Company had $1.3 million and $0.8 million, respectively, of short-term investments. The Company
purchased and sold $0.9 billion, $1.7 billion, and $1.2 billion of short-term investments for the years ended December 31, 2022, 2021,
and 2020, respectively.
The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and
indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit
spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to
approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the
applicable Eurodollar Rate was set for the Revolving Credit Facility (112.5 to 150.0 basis points). Refer to Note 11 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 2 and Note 21.
4.
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
As of
December 31, 2022 December 31, 2021 December 31, 2020 Included on Balance Sheet
(in thousands)
Cash and cash equivalents
Securitization escrow accounts
Payment, performance bonds, and other
Surety bonds and workers compensation
$
Total cash, cash equivalents, and restricted cash
$
143,708 $
35,820
6,139
3,616
189,283 $
367,278 $
64,764
797
2,787
435,626 $
308,560 Cash and cash equivalents
31,507 Restricted cash - current asset
164 Restricted cash - current asset
2,577 Other assets - noncurrent
342,808
Pursuant to the terms of the Tower Securities (see Note 11), 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
F-18
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 11) 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 $6.0 million held in escrow as of December 31, 2022 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 December 31, 2022 and 2021, the
Company had $42.3 million in surety and payment and performance bonds 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 December
31, 2022 and 2021, the Company had pledged $2.3 million as collateral related to its workers’ compensation policy.
5.
COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:
Costs incurred on uncompleted contracts
Estimated earnings
Billings to date
As of
December 31, 2022
As of
December 31, 2021
$
$
(in thousands)
137,736 $
51,287
(134,665)
54,358 $
75,967
28,851
(61,628)
43,190
These amounts are included in the Consolidated Balance Sheets under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)
As of
December 31, 2022
As of
December 31, 2021
(in thousands)
$
79,549 $
48,844
$
(25,191)
54,358 $
(5,654)
43,190
At December 31, 2022 and 2021, the two largest customers comprised 96.7% and 93.3%, respectively, of the costs and
estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.
6.
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS
The Company’s prepaid expenses and other current assets are comprised of the following:
Short-term investments
Prepaid real estate taxes
Prepaid taxes
Other current assets
Total prepaid expenses and other current assets
As of
December 31, 2022
As of
December 31, 2021
$
$
(in thousands)
1,331 $
3,333
10,639
17,846
33,149 $
778
3,331
11,096
15,608
30,813
F-19
The Company’s other assets are comprised of the following:
Straight-line rent receivable
Interest rate swap asset (1)
Loans receivable
Deferred lease costs, net
Deferred tax asset - long term
Long-term investments
Other
Total other assets
As of
December 31, 2022
As of
December 31, 2021
(in thousands)
$
$
388,638 $
182,860
39,922
7,747
16,173
40,696
46,337
722,373 $
348,519
60,324
37,376
6,345
51,918
47,889
23,273
575,644
(1)
Refer to Note 21 for more information on the Company’s interest rate swaps.
7.
ACQUISITIONS
The following table summarizes the Company’s acquisition activity:
Tower acquisitions (number of towers)
For the year ended December 31,
2021
2020
2022
4,790
991
233
The following table summarizes the Company’s cash acquisition capital expenditures:
Acquisitions of towers and related intangible assets (1)(2)(3)
Acquisition of right-of-use assets (2)(4)
Land buyouts and other assets (5)(6)
Total cash acquisition capital expenditures
For the year ended December 31,
2021
2020
2022
(in thousands)
$
$
489,888 $
602,574
83,630
1,176,092 $
274,752 $
950,536
32,416
1,257,704 $
181,473
—
89,945
271,418
(1)
(2)
(3)
(4)
(5)
(6)
During the year ended December 31, 2022, the Company closed on 1,445 sites from Airtel Tanzania for $176.1 million.
Legal title has been fully transferred for 1,295 of the towers. The remaining 150 towers are pending post-closing due
diligence and continue to be accounted for as acquired and other right-of-use assets, net on the consolidated balance sheet
until transfer of title for these towers is completed, which the Company anticipates to be in tranches through the end of the
second quarter of 2023. Upon legal transfer, these assets will be reclassified to tower related assets. During this period of
time, the Company has all the economic rights and obligations related to these towers.
During the year ended December 31, 2022, the Company acquired 2,632 sites from GTS in Brazil for $728.2 million, net of
working capital adjustments, of which $168.5 million is included in acquisitions of towers and related intangible assets and
$559.8 million is included in acquisition of right of use assets.
The year ended December 31, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which
were not funded until the first quarter of 2021.
During the year ended December 31, 2021, the Company acquired the exclusive right to lease and operate utility transmission
structures, which included existing wireless tenant licenses from PG&E for $950.5 million, net of working capital
adjustments.
Excludes $17.9 million, $16.3 million, and $12.3 million spent to extend ground lease terms for the years ended December
31, 2022, 2021, and 2020, respectively.
The years ended December 31, 2022 and 2020 include amounts paid related to the acquisitions of data centers.
As of December 31, 2022, the purchase price allocation for GTS consisted of $23.8 million of property and equipment, net,
$142.2 million of intangible assets, net, $48.8 million of operating lease right-of-use assets, net, $529.3 million of acquired and other
right-of-use assets, net, $18.3 million of long-term lease liabilities, and $2.4 million of other net assets assumed. During the year
ended December 31, 2022, in addition to the acquisition of GTS, the Company acquired 2,158 towers and related assets and liabilities
consisting of $124.5 million of property and equipment, net, $209.8 million of intangible assets, net, $125.0 million of operating lease
right-of-use assets, net, $38.0 million of acquired and other right-of-use assets, net, $106.6 million of long-term lease liabilities, $24.3
million of acquisition related holdbacks, and $2.2 million of other net liabilities assumed. In the year ended December 31, 2022, the
F-20
Company concluded that for all of its acquisitions, except for one purchased for $49.9 million in cash, substantially all of the value of
its tower acquisition is concentrated in a group of similar identifiable assets.
During the year ended December 31, 2021, in addition to the PG&E acquisition, the Company acquired 278 towers and
related assets and liabilities consisting of $26.1 million of property and equipment, net, $135.8 million of intangible assets, net, $18.6
million of operating lease right-of-use assets, net, and $0.8 million of other net liabilities assumed.
During the year ended December 31, 2020, the Company acquired 233 towers and related assets and liabilities consisting of
$30.1 million of property and equipment, net, $218.1 million of intangible assets, net, and $66.8 million of other net liabilities
assumed.
Subsequent to the year ended December 31, 2022, the Company purchased or is under contract to purchase 31
communication sites for an aggregate consideration of $23.2 million in cash. The Company anticipates that these acquisitions will be
consummated by the end of the second quarter of 2023.
The maximum potential obligation related to contingent consideration for acquisitions were $10.1 million and $11.6 million
as of December 31, 2022 and 2021, respectively. No such amounts have been recorded on the Company’s Consolidated Balance
Sheet.
8.
PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Towers and related assets (1)
Construction-in-process (2)
Furniture, equipment, and vehicles
Land, buildings, and improvements
Total property and equipment
Less: accumulated depreciation
Property and equipment, net
As of
December 31, 2022
As of
December 31, 2021
(in thousands)
$
$
5,650,902 $
77,564
67,403
889,293
6,685,162
(3,971,435)
2,713,727 $
5,323,803
47,565
59,939
848,051
6,279,358
(3,703,871)
2,575,487
(1)
(2)
Includes amounts related to the Company’s data centers.
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 $274.0 million, $271.8 million, and $287.0 million for the years ended December 31, 2022, 2021,
and 2020, respectively. At December 31, 2022 and 2021, unpaid capital expenditures that are included in accounts payable and
accrued expenses were $7.5 million and $7.3 million, respectively.
9.
INTANGIBLE ASSETS, NET
The following table provides the gross and net carrying amounts for each major class of intangible assets:
As of December 31, 2022
As of December 31, 2021
Gross carrying
amount
Accumulated
amortization
Net book
value
Gross carrying
amount
Accumulated
amortization
Net book
value
(in thousands)
Current contract intangibles
Network location intangibles
Intangible assets, net
$
$
5,170,187 $
1,893,048
7,063,235 $
(3,060,494) $
(1,226,269)
(4,286,763) $
2,109,693 $
666,779
2,776,472 $
4,890,427 $
1,783,640
6,674,067 $
(2,749,594) $
(1,121,226)
(3,870,820) $
2,140,833
662,414
2,803,247
All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the
intangible assets above was $406.0 million, $411.9 million, and $434.4 million for the years ended December 31, 2022, 2021, and
2020, respectively.
F-21
Estimated amortization expense on the Company’s intangibles assets is as follows:
For the year ended December 31,
(in thousands)
2023
2024
2025
2026
2027
10.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The Company’s accrued expenses are comprised of the following:
Salaries and benefits
Real estate and property taxes
Unpaid capital expenditures
Acquisition related holdbacks
Other
Total accrued expenses
The Company’s other current liabilities are comprised of the following:
Billings in excess of costs and estimated earnings on uncompleted contracts
Taxes payable
Other
Total other current liabilities
11.
DEBT
$
392,676
362,709
352,706
337,424
286,579
As of
As of
December 31, 2022
December 31, 2021
$
$
(in thousands)
27,727 $
8,422
7,476
25,681
32,178
101,484 $
24,962
8,336
7,295
957
26,520
68,070
As of
As of
December 31, 2022
December 31, 2021
$
$
(in thousands)
25,191 $
10,641
12,930
48,762 $
5,654
7,736
4,832
18,222
The principal values, fair values, and carrying values of debt consist of the following (in thousands):
As of
December 31, 2022
As of
December 31, 2021
Revolving Credit Facility
2018 Term Loan
2014-2C Tower Securities (1)
2018-1C Tower Securities (1)
2019-1C Tower Securities (1)
2020-1C Tower Securities (1)
2020-2C Tower Securities (1)
2021-1C Tower Securities (1)
2021-2C Tower Securities (1)
2021-3C Tower Securities (1)
2022-1C Tower Securities (1)
2020 Senior Notes
2021 Senior Notes
Total debt
Maturity Date
Jul. 7, 2026
$
Principal
Balance
Fair Value
Carrying
Value
Principal
Balance
Fair Value
Carrying
Value
720,000 $
720,000 $
720,000 $
350,000 $
350,000 $
350,000
Apr. 11, 2025
2,292,000
2,280,540
2,284,007
2,316,000
2,289,945
2,304,697
Oct. 8, 2024
620,000
598,480
618,099
Mar. 9, 2023
—
—
—
620,000
640,000
641,793
650,163
617,095
637,812
Jan. 12, 2025
1,165,000
1,095,776
1,159,860
1,165,000
1,174,728
1,157,446
Jan. 9, 2026
Jan. 11, 2028
750,000
600,000
Nov. 9, 2026
1,165,000
Apr. 9, 2027
Oct. 9, 2031
Jan. 11, 2028
Feb. 15, 2027
Feb. 1, 2029
895,000
895,000
850,000
1,500,000
1,500,000
665,633
506,574
991,705
756,302
686,134
855,899
1,375,815
1,286,250
745,480
595,586
750,000
600,000
746,498
605,268
744,052
594,774
1,155,724
1,165,000
1,144,846
1,153,700
887,443
886,495
840,053
1,487,013
1,488,402
895,000
895,000
—
1,500,000
1,500,000
883,213
902,446
—
1,550,790
1,446,975
886,116
885,976
—
1,484,178
1,486,848
$
12,952,000 $
11,819,108 $
12,868,162 $
12,396,000 $
12,386,665 $
12,302,694
Less: current maturities of long-term debt
Total long-term debt, net of current maturities
(24,000)
$
12,844,162
F-22
(24,000)
$
12,278,694
(1)
The maturity date represents the anticipated repayment date for each issuance.
The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December
31, 2022 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:
For the year ended December 31,
(in thousands)
2023
2024
2025
2026
2027
$
24,000
644,000
3,409,000
2,635,000
2,395,000
The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
Interest
Rates as of
December 31, 2022
2022
2021
2020
Cash
Interest
Non-cash
Interest
Cash
Interest
Non-cash
Interest
Cash
Interest
Non-cash
Interest
For the year ended December 31,
Revolving Credit Facility
2018 Term Loan (1)
2013-2C Tower Securities
2014-2C Tower Securities
2015-1C Tower Securities
2016-1C Tower Securities
2017-1C Tower Securities
2018-1C Tower Securities
2019-1C Tower Securities
2020-1C Tower Securities
2020-2C Tower Securities
2021-1C Tower Securities
2021-2C Tower Securities
2021-3C Tower Securities
2022-1C Tower Securities
2014 Senior Notes
2016 Senior Notes
2017 Senior Notes
2020 Senior Notes
2021 Senior Notes
Other
Total
5.610% $
2.510%
—
3.869%
—
—
—
3.448%
2.836%
1.884%
2.328%
1.631%
1.840%
2.593%
6.599%
—
—
—
3.875%
3.125%
$
21,862 $
50,052
—
24,185
—
—
—
21,291
33,428
14,391
14,159
19,419
16,782
23,492
5,961
—
—
—
58,125
46,875
3,762
353,784 $
$
—
45,756
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
353
—
—
46,109 $
(in thousands)
6,414 $
44,342
17,027
24,185
—
—
9,201
22,281
33,428
14,391
14,159
12,255
2,982
4,176
—
—
44,092
2,333
58,125
43,229
299
352,919 $
$
—
45,756
—
—
—
—
—
—
—
—
—
—
—
—
—
—
990
—
339
—
—
47,085 $
6,070 $
68,963
21,584
24,185
8,589
10,972
24,354
22,281
33,428
6,675
6,568
—
—
—
—
3,352
53,625
30,000
46,769
—
459
367,874 $
—
23,452
—
—
—
—
—
—
—
—
—
—
—
—
—
112
1,109
—
197
—
—
24,870
(1)
The 2018 Term Loan has a blended rate of 2.510% which includes the impact of the interest rate swap entered into on August
4, 2020 which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a
fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate
swap, the 2018 Term Loan was accruing interest at 6.140% as of December 31, 2022. Refer to Note 21 for more information
on the Company’s interest rate swap.
Terms of the Senior Credit Agreement
On July 7, 2021, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, amended its Revolving
Credit Facility to (1) increase the total commitments under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity date
of the Facility to July 7, 2026, (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide
mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative
benchmark rate, (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee
rates upward or downward based on how we perform against those targets, and (6) amend certain other terms and conditions under the
Senior Credit Agreement.
F-23
The Senior Credit Agreement, as amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1)
a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of
Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most
recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and (3) a ratio of Annualized Borrower EBITDA to
Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any
fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the
ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into
sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage
in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to
customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed
under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance
II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on
the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on
substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the
Subsidiary Guarantors.
The Senior Credit Agreement, as amended, permits SBA Senior Finance II, without the consent of the other lenders, to
request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term
loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans
the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to
request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions
set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth
therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the
terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether
to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional
term loans and, if so, upon what terms.
Revolving Credit Facility under the Senior Credit Agreement
The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be
borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to
borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1)
the Eurodollar Rate 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. 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:
Revolving Credit Facility
(1)
Unused
Financial Covenant
Interest Rate
Commitment
as of
December 31, 2022 (1)
Fee as of
December 31, 2022 (2)
5.610%
0.140%
Compliance
Status as of
December 31, 2022
In Compliance
(1)
(2)
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, 2021.
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, 2021.
F-24
The table below summarizes the Revolving Credit Facility’s activity during the years ended December 31, 2022 and 2021 (in
thousands):
Beginning outstanding balance
Borrowings
Repayments
Ending outstanding balance
For the year
ended December 31,
2022
2021
$
$
350,000 $
975,000
(605,000)
720,000 $
380,000
1,935,000
(1,965,000)
350,000
Subsequent to December 31, 2022, the Company borrowed an additional $15.0 million and repaid $165.0 million under the
Revolving Credit Facility, and as of the date of this filing, $570.0 million was outstanding.
Term Loan under the Senior Credit Agreement
2018 Term Loan
On April 11, 2018, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan
(the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured
term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues
interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar
Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of
December 31, 2022, the 2018 Term Loan was accruing interest at 6.140% per annum. Principal payments on the 2018 Term Loan are
made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. The
Company incurred financing fees of approximately $16.8 million in relation to this transaction, which are being amortized through the
maturity date.
During the year ended December 31, 2022, the Company repaid an aggregate of $24.0 million of principal on the 2018 Term
Loan. As of December 31, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.
On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate
swap for $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per
annum through the maturity date of the 2018 Term Loan.
The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and intends to
cease all other tenors on June 30, 2023. Since LIBOR will be ceasing, the Company will need to amend its credit facilities to transition
the 2018 Term Loan and the interest rate swap to an alternative benchmark rate before June 30, 2023.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of December 31, 2022, the Company, through a New York common law trust (the “Trust”), had issued and outstanding an
aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-
recourse mortgage loan made in favor of certain of the Company’s 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 9,896 tower sites
owned by the Borrowers as of December 31, 2022. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure
debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal
property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each
calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a
management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration,
(1) within twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities,
2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities Series) or eighteen months (in the case of the
F-25
components corresponding to the 2014-2C Tower Securities, 2020-2C Tower Securities, and 2021-3C Tower Securities) of the
anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty
of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the
mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is
determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an
amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance
with the formula set forth in the mortgage loan agreement.
To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their
respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the
amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth
in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are
directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the
indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4).
However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the
amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding
twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make
debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other
payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of
being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service
Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the
end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be
applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In
addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the
towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the
original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and
operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay
principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve
requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service
Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage
loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other
things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.
The table below sets forth the material terms of the Company’s outstanding Tower Securities as of December 31, 2022:
Security (1)
2014-2C Tower Securities
2019-1C Tower Securities
2020-1C Tower Securities
2020-2C Tower Securities
2021-1C Tower Securities
2021-2C Tower Securities
2021-3C Tower Securities
2022-1C Tower Securities (3)
Issue Date
Oct. 15, 2014
Sep. 13, 2019
Jul. 14, 2020
Jul. 14, 2020
May 14, 2021
Oct. 27, 2021
Oct. 27, 2021
Nov. 23, 2022
Amount
Outstanding
(in millions)
$620.0
$1,165.0
$750.0
$600.0
$1,165.0
$895.0
$895.0
$850.0
Interest
Rate (2)
3.869%
2.836%
1.884%
2.328%
1.631%
1.840%
2.593%
6.599%
Anticipated
Repayment Date
Oct. 8, 2024
Jan. 12, 2025
Jan. 9, 2026
Jan. 11, 2028
Nov. 9, 2026
Apr. 9, 2027
Oct. 9, 2031
Jan. 11, 2028
Final Maturity
Date
Oct. 8, 2049
Jan. 12, 2050
Jul. 11, 2050
Jul. 9, 2052
May 9, 2051
Oct. 10, 2051
Oct. 10, 2056
Nov. 9, 2052
(1)
(2)
(3)
The Company incurred $9.0 million, $12.8 million, $8.0 million, $6.4 million, $12.9 million, $9.5 million, $9.5 million, and
$10.1 million in financing fees relating to the issuances of the 2014-2C Tower Securities, 2019-1C Tower Securities, 2020-
1C Tower Securities, 2020-2C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, 2021-3C Tower
Securities, and 2022-1C Tower Securities, respectively. The financing fees are being amortized through the anticipated
repayment date of the related Tower Security.
Interest payable monthly.
Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2018-1C Tower Securities
($640.0 million) and the 2018-1R Tower Securities ($33.7 million), repay amounts outstanding under the Revolving Credit
Facility, and for general corporate purposes.
F-26
In connection with the issuance of the 2022-1C Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures,
LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA
Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA Towers VII, LLC, SBA GC Towers, LLC, SBA
Towers V, LLC, and SBA Towers VI, LLC (collectively, the “Borrowers”), each an indirect subsidiary of SBAC, and Midland Loan
Services, a division of PNC Bank, National Association, as servicer, on behalf of the Trustee entered into the Second Loan and
Security Agreement Supplement and Amendment pursuant to which, among other things, (1) the outstanding principal amount of the
mortgage loan was increased by $850 million (but increased by a net of $210 million after giving effect to repayment of the loan
components relating to the 2018-1C Tower Securities) and (2) the Borrowers became jointly and severally liable for the aggregate
$6.9 billion borrowed under the mortgage loan corresponding to the 2014-2C Tower Securities, 2019-1C Tower Securities, the 2020-
1C Tower Securities, 2020-2C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, 2021-3C Tower Securities,
and 2022-1C Tower Securities. The new loan, after eliminating the risk retention securities, accrues interest at the same rate as the
2022-1C Tower Securities and are subject to all other material terms of the existing mortgage loan, including collateral and interest
rate after the anticipated repayment date.
The table below sets forth the material terms of the Company’s Tower Securities that have been repaid as of December 31,
2022:
Security (1)
2013-2C Tower Securities
2015-1C Tower Securities
2016-1C Tower Securities
2017-1C Tower Securities
2018-1C Tower Securities
Issue Date
Apr. 18, 2013
Oct. 14, 2015
Jul. 7, 2016
Apr. 17, 2017
Mar. 9, 2018
Amount
Outstanding
(in millions)
$575.0
$500.0
$700.0
$760.0
$640.0
Interest
Rate (2)
3.722%
3.156%
2.877%
3.168%
3.448%
Anticipated
Repayment Date
Apr. 11, 2023
Oct. 8, 2020
Jul. 9, 2021
Apr. 11, 2022
Mar. 9, 2023
Actual
Repayment Date
Oct. 14, 2021
Jul. 14, 2020
Jul. 14, 2020
May 14, 2021
Dec. 15, 2022
(1)
(2)
The Company incurred $11.0 million, $11.5 million, $9.5 million, $10.2 million, $8.6 million in financing fees relating to the
issuances of the 2013-2C Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, 2017-1C Tower
Securities, and 2018-1C Tower Securities, respectively, which were being amortized through the anticipated repayment date
of the related Tower Security. In addition, the Company incurred $2.0 million, $0.6 million, $2.0 million, $2.0 million, $0.4
million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, 2015-1C
Tower Securities, 2016-1C Tower Securities, 2017-1C Tower Securities, and 2018-1C Tower Securities, respectively, which
are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
Interest was payable monthly.
Risk Retention Tower Securities
The table below sets forth the material terms of the Company’s outstanding Risk Retention Tower Securities as of December
31, 2022:
Security
2019-1R Tower Securities
2020-2R Tower Securities
2021-1R Tower Securities
2021-3R Tower Securities
2022-1R Tower Securities
Issue Date
Sep. 13, 2019
Jul. 14, 2020
May 14, 2021
Oct. 27, 2021
Nov. 23, 2022
(1)
Interest payable monthly.
Amount
Outstanding
(in millions)
$61.4
$71.1
$61.4
$94.3
$44.8
Interest
Rate (1)
4.213%
4.336%
3.598%
4.090%
7.870%
Anticipated
Repayment Date
Jan. 12, 2025
Jan. 11, 2028
Nov. 9, 2026
Oct. 9, 2031
Jan. 11, 2028
Final Maturity
Date
Jan. 12, 2050
Jul. 9, 2052
May 9, 2051
Oct. 10, 2056
Nov. 9, 2052
To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC,
a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2019-1R
Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities
eliminate in consolidation.
F-27
The table below sets forth the material terms of the Company’s Risk Retention Tower Securities that have been repaid as of
December 31, 2022:
Security
2017-1R Tower Securities
2018-2R Tower Securities
Issue Date
Apr. 17, 2017
Mar. 9, 2018
(1)
Interest was payable monthly.
Amount
Outstanding
(in millions)
$40.0
$33.7
Interest
Rate (1)
4.459%
4.949%
Anticipated
Repayment Date
Apr. 11, 2022
Mar. 9, 2023
Final Maturity
Date
May 14, 2021
Dec. 15, 2022
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 2017-1R
Tower Securities and 2018-1R Tower Securities eliminated in consolidation.
Debt Covenants
As of December 31, 2022, 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
Indentures Governing Senior Notes
The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and
qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the
Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the
additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3)
make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale
and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur
liens securing indebtedness.
The table below sets forth the material terms of the Company’s outstanding senior notes as of December 31, 2022:
Senior Notes (1)
2020 Senior Notes
2021 Senior Notes
Issue Date
Feb. 4, 2020
Jan. 29, 2021
Amount
Outstanding
(in millions)
$1,500.0
$1,500.0
Interest Rate
Coupon
3.875%
3.125%
Maturity Date
Interest Due Dates
Feb. 15, 2027 Feb. 15 & Aug. 15 Feb. 15, 2023
Feb. 1, 2024
Feb. 1 & Aug. 1
Feb. 1, 2029
Optional
Redemption
Date
(1)
The Company incurred $18.0 million and $14.8 million in financing fees in relation to the issuance of the 2020 Senior Notes
and 2021 Senior Notes, respectively. The financing fees are being amortized through the maturity date of the related senior
note.
Each of the senior notes is subject to redemption, at the Company’s option, in whole or in part on or after the date set forth
above. During the subsequent three twelve-month periods, the senior notes are redeemable, at the Company’s option, at reducing
redemption prices based on the applicable interest rate coupon (as set forth in the indenture) plus accrued and unpaid interest.
Subsequent to such date, the senior notes become redeemable until maturity at 100% of the principal plus accrued and unpaid interest.
In addition, prior to February 1, 2024 (in the case of the 2021 Senior Notes), the Company may, at its option, use the net proceeds of
certain equity offerings to redeem up to 35% of the aggregate principal amount of the notes originally issued at a redemption price of
103.125% (in the case of the 2021 Senior Notes) plus accrued and unpaid interest. The Company may redeem the 2020 Senior Notes
during the twelve-month period beginning on the following dates at the following redemption prices: February 15, 2023 at 101.938%,
February 15, 2024 at 100.969%, or February 15, 2025 until maturity at 100.000%, of the principal amount of the 2020 Senior Notes to
be redeemed on the redemption date plus accrued and unpaid interest. The Company may redeem the 2021 Senior Notes during the
twelve-month period beginning on the following dates at the following redemption prices: February 1, 2024 at 101.563%, February 1,
2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed
on the redemption date plus accrued and unpaid interest.
F-28
The table below sets forth the material terms of the Company’s Senior Notes that have been redeemed as of December 31,
2022:
Senior Notes
2014 Senior Notes
2016 Senior Notes
2017 Senior Notes
Issue Date
Jul. 1, 2014
Aug. 15, 2016
Oct. 13, 2017
Amount
Outstanding
(in millions)
$750.0
$1,100.0
$750.0
Interest Rate
Coupon
4.875%
4.875%
4.000%
Financing fees at
issuance (1)
(in millions)
$11.6
$12.8
$8.9
Maturity Date
Jul. 15, 2022
Sep. 1, 2024
Oct. 1, 2022
Redemption
Date
Feb. 20, 2020
Nov. 8, 2021
Feb. 11, 2021
(1)
Financing fees were being amortized through the maturity date.
In connection with the redemption of the 2014 Senior Notes, the Company paid a $9.1 million call premium and expensed
$7.7 million for the write-off of the original issue discount and financing fees. In connection with the redemption of the 2016 Senior
Notes, the Company paid a $13.4 million call premium and expensed $10.3 million for the write-off of the original issue discount and
financing fees. In connection with the redemption of the 2017 Senior Notes, the Company paid a $7.5 million call premium and
expensed $4.2 million for the write-off of financing fees. These expenses are reflected in loss from extinguishment of debt on the
Consolidated Statement of Operations.
12.
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 16).
Registration of Additional Shares
The Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering
4.0 million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless
communication towers or antenna sites and related assets or companies that own wireless communication towers, antenna sites, or
related assets. During the years ended December 31, 2022 and 2021, the Company did not issue any shares of Class A common stock
under this registration statement. As of December 31, 2022, the Company had approximately 1.2 million shares of Class A common
stock remaining under this registration statement.
On February 26, 2021, 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 using its automatic shelf
registration statement on Form S-3ASR. For the years ended December 31, 2022 and 2021, the Company did not issue any securities
under this automatic shelf registration statement.
On August 6, 2020, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission
registering 3.4 million shares of the Company’s Class A common stock, consisting of 3.0 million shares of Class A common stock
issuable under the 2020 Performance and Equity Incentive Plan (the “2020 Plan”) and 400,000 shares of Class A common stock
subject to awards granted under the 2010 Performance and Equity Incentive Plan (the “2010 Plan”) that may become available for
issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or
terminate without the delivery of the shares (see Note 13).
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 new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020, which had a
remaining authorization of $125.1 million. As of the date of this filing, the Company had $504.7 million authorization remaining
under the new plan.
F-29
The following is a summary of the Company’s share repurchases:
Total number of shares purchased (in millions) (1)
Average price paid per share (1)
Total price paid (in millions) (1)
For the year
ended December 31,
2021
2022
$
$
1.3
332.00 $
431.6 $
1.9
309.79 $
582.5 $
2020
3.1
280.17
856.0
(1)
Amounts reflected are based on the trade date and differ from the Consolidated Statements of Cash Flows which reflects
share repurchases based on the settlement date.
Dividends
As a REIT, the Company is required to distribute annually at least 90% of its REIT taxable income after the utilization of any
available NOLs (determined before the deduction for dividends paid and excluding any net capital gain). As of December 31, 2022,
$545.2 million of the federal NOLs are attributes of the REIT. 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 Company’s NOLs have been
fully utilized. The amount of future distributions will be determined, from time to time, by the Board of Directors to balance the
Company’s goal of increasing long-term shareholder value and retaining sufficient cash to implement the Company’s current capital
allocation policy, which prioritizes investment in quality assets that meet the Company’s return criteria, and then stock repurchases
when the Company believes its stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends
will be at the sole discretion of the Board of Directors and will be declared based upon various factors, many of which are beyond the
Company’s control.
As of December 31, 2022, the Company paid the following cash dividends:
Date Declared
February 27, 2022
April 24, 2022
July 31, 2022
October 30, 2022
Payable to Shareholders
of Record at the Close
of Business on
March 10, 2022
May 19, 2022
August 25, 2022
November 17, 2022
Cash Paid
Per Share
Aggregate Amount
Paid
$0.71
$0.71
$0.71
$0.71
$76.9 million
$76.6 million
$76.7 million
$76.7 million
Date Paid
March 25, 2022
June 14, 2022
September 20, 2022
December 15, 2022
Dividends paid in 2022 and 2021 were ordinary taxable dividends.
Subsequent to December 31, 2022, the Company declared the following cash dividends:
Date Declared
February 20, 2023
Payable to Shareholders
of Record at the Close
of Business on
March 10, 2023
Cash to
be Paid
Per Share
$0.85
Date to be Paid
March 24, 2023
13.
STOCK-BASED COMPENSATION
On February 25, 2020, the Company’s 2010 Plan expired by its terms. On May 14, 2020, the Company’s shareholders
approved the 2020 Plan which provides for the issuance of up to 3.0 million shares of the Company’s Class A common stock (of
which approximately 2.5 million shares remain available for future issuance as of December 31, 2022), plus additional shares of Class
A common stock (a) subject to awards granted under the 2010 Plan that may become available for issuance or reissuance, as
applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery
of the shares or (b) which become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of
Class A common stock.
Commencing with the 2020 equity award, the Company modified the type of equity granted to certain employees to align
long-term compensation with Company performance. Under the new structure, the Company continued to issue RSUs; however,
RSUs will now vest ratably over three years rather than four years. The Company further replaced stock options with PSUs which will
cliff vest at the end of three years. PSUs have performance metrics for which threshold, target, and maximum parameters are
F-30
established at the time of the grant. The performance metrics are used to calculate the number of shares that will be issuable when the
awards vest, which may range from zero to 200% of the target amounts. At the end of each three year performance period, the number
of shares that vest will depend on the results achieved against the pre-established performance metrics. Furthermore, effective with the
2020 grant, RSUs and PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect to shares that
actually vest.
Stock Options
The Company records compensation expense for employee stock options based on the estimated fair value of the options on
the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a
combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option
life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The
following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:
Risk free interest rate
Dividend yield
Expected volatility
Expected lives
For the year ended December 31,
2022
2.53%
0.90%
27.2%
4.3 years
2020
1.66%
1.3%
20.4%
4.6 years
There were no options granted during the year ended December 31, 2021.
The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December
31, 2022, 2021 and 2020 as follows (dollars and shares in thousands, except for per share data):
Number
of Shares
Weighted-
Average
Exercise Price
Per Share
Weighted-Average
Remaining
Contractual
Life (in years)
Aggregate
Intrinsic Value
Outstanding at December 31, 2019
Granted
Exercised
Forfeited/canceled
Outstanding at December 31, 2020
Exercised
Forfeited/canceled
Outstanding at December 31, 2021
Granted
Exercised
Forfeited/canceled
Outstanding at December 31, 2022
Exercisable at December 31, 2022
Unvested at December 31, 2022
4,507 $
10
$
(1,287) $
(28) $
3,202 $
(1,290) $
(13) $
1,899 $
10
$
(233) $
(3) $
1,673 $
1,407 $
266 $
133.68
240.99
110.59
168.11
143.01
120.90
179.67
157.76
328.99
141.41
179.16
161.02
155.62
189.76
2.4 $
2.3 $
3.5 $
199,888
175,456
24,432
The weighted-average per share fair value of options granted during the years ended December 31, 2022 and 2020 was
$82.28 and $41.09, respectively.
The total intrinsic value for options exercised during the years ended December 31, 2022, 2021, and 2020 was $45.2 million,
$287.8 million, and $235.0 million, respectively. Cash received from option exercises under all plans for the years ended December
31, 2022, 2021, and 2020 was approximately $31.6 million, $80.3 million, and $142.5 million, respectively. The tax benefit realized
for the tax deductions from option exercises under all plans was $18.4 million, $11.4 million, and $16.9 million for the years ended
December 31, 2022, 2021, and 2020, respectively.
The aggregate intrinsic value for stock options in the preceding table represents the total intrinsic value based on the
Company’s closing stock price of $280.31 as of December 31, 2022. The amount represents the total intrinsic value that would have
been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.
F-31
Additional information regarding options outstanding and exercisable at December 31, 2022 is as follows:
Range
$95.01 - $140.00
$140.01 - $180.00
$180.01 - $230.00
$230.01 - $330.00
Outstanding
(in thousands)
337
548
765
23
1,673
Options Outstanding
Weighted-Average
Remaining
Contractual Life
Weighted-
Average
Exercise Price
(in years)
0.9
2.2
3.2
7.5
$
$
$
$
110.38
156.54
182.85
281.49
Options Exercisable
Weighted-
Average
Exercise Price
Exercisable
(in thousands)
337 $
548 $
516 $
6 $
1,407
110.38
156.54
182.97
246.30
The following table summarizes the activity of options outstanding that had not yet vested:
Unvested as of December 31, 2021
Options granted
Vested
Forfeited
Unvested as of December 31, 2022
Number
of Shares
(in thousands)
Weighted-
Average
Fair Value
Per Share
733
10
(473)
(4)
266
$
$
$
$
$
33.74
82.28
33.55
33.74
35.91
As of December 31, 2022, the total unrecognized compensation expense related to unvested stock options outstanding under
the Plans is $1.5 million. That cost is expected to be recognized over a weighted-average period of 2.3 years.
The total fair value of options vested during 2022, 2021, and 2020 was $15.9 million, $22.7 million, and $28.8 million,
respectively.
Restricted Stock Units and Performance-Based Restricted Stock Units
The following table summarizes the Company’s RSU and PSU activity for the year ended December 31, 2022:
Outstanding at December 31, 2021
Granted
Vested
Forfeited/canceled
Outstanding at December 31, 2022
RSUs
Weighted-Average
Grant Date Fair
Value per Share
Number of
Shares
(in thousands)
PSUs (1)
Weighted-Average
Grant Date Fair
Value per Share
Number of
Shares
(in thousands)
243 $
105 $
(116) $
(10) $
222 $
230.20
329.18
219.46
286.55
280.66
298 $
140 $
(2) $
(7) $
429 $
304.46
389.44
330.97
337.20
332.18
(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.
Employee Stock Purchase Plan
The Board of Directors of the Company adopted the 2018 Employee Stock Purchase Plan (“2018 Purchase Plan”) which
reserved 300,000 shares of Class A common stock for purchase. The 2018 Purchase Plan permits eligible employee participants to
purchase Class A common stock at a price per share which is equal to 85% of the fair market value of Class A common stock on the
last day of an offering period. For the years ended December 31, 2022 and 2021, 24,754 shares and 25,031 shares, respectively, of
Class A common stock were issued under the 2018 Purchase Plan, which resulted in cash proceeds to the Company of approximately
$6.7 million and $6.4 million, respectively. At December 31, 2022, 184,977 shares remained available for issuance under the 2018
Purchase Plan.
F-32
In addition, the Company recorded $1.2 million, $1.1 million, and $1.1 million of non-cash compensation expense relating to
the shares issued under the 2018 Purchase Plan for each of the years ended December 31, 2022, 2021, and 2020, respectively.
Non-Cash Compensation Expense
The table below reflects a breakout by category of the non-cash compensation expense amounts recognized on the
Company’s Statements of Operations for the years ended December 31, 2022, 2021, and 2020, respectively:
Cost of revenues
Selling, general and administrative
Total cost of non-cash compensation included
in income before provision for income taxes
For the year ended December 31,
2022
2021
(in thousands)
2020
$
2,490 $
97,419
2,483 $
81,919
2,074
66,816
$
99,909 $
84,402 $
68,890
In addition, the Company capitalized $1.9 million, $1.4 million, and $1.5 million of non-cash compensation for the years
ended December 31, 2022, 2021, and 2020, respectively, to fixed assets.
14.
INCOME TAXES
As discussed in Note 2, the Company began operating in compliance with REIT requirements for federal income tax
purposes effective January 1, 2016. As a REIT, the Company must distribute at least 90 percent of its taxable income (including
dividends paid to it by its TRSs) except to the extent offset by NOLs. In addition, the Company must meet a number of other
organizational and operational requirements. It is management's intention to adhere to these requirements and maintain the Company's
REIT status. Most states where the Company operates conform to the federal rules recognizing REITs. Certain subsidiaries have made
an election with the Company to be treated as TRSs in conjunction with the Company's REIT election; the TRS elections permit the
Company to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state
income taxes on the income from these activities. A provision for taxes of the TRSs and of foreign branches of the REIT is included in
its consolidated financial statements.
Income (loss) before provision (benefit) for income taxes by geographic area is as follows:
Domestic
Foreign
Total
For the year ended December 31,
2022
2021
2020
(in thousands)
$
$
438,116 $
87,727
525,843 $
265,636 $
(13,072)
252,564 $
151,421
(169,170)
(17,749)
The provision (benefit) for income taxes consists of the following components:
Current provision:
State
Foreign
Total current
Deferred provision (benefit) for taxes:
Federal
State
Foreign
Change in valuation allowance
Total deferred
Total provision (benefit) for income taxes
$
F-33
For the year ended December 31,
2022
2021
2020
(in thousands)
$
6,115 $
27,028
33,143
543 $
22,907
23,450
753
20,638
21,391
(6,856)
(956)
32,780
7,933
32,901
66,044
$
20
(2,730)
(9,516)
3,716
(8,510)
$
14,940
(7,552)
(4,684)
(59,956)
9,005
(63,187)
(41,796)
A reconciliation of the provision (benefit) for income taxes at the statutory U.S. Federal tax rate (21%) and the effective
income tax rate is as follows:
Statutory federal expense
Rate and permanent differences on non-U.S. earnings (1)
State and local tax expense
REIT adjustment
Permanent differences
Property, equipment, and intangible basis differences
Other
Valuation allowance
Provision (benefit) for income taxes
For the year ended December 31,
2021
2020
2022
(in thousands)
$
$
110,427 $
20,996
5,585
(86,670)
(3,257)
8,471
2,559
7,933
66,044 $
53,039 $
9,586
(1,539)
(56,457)
6,105
—
490
3,716
14,940 $
(3,727)
(7,531)
(3,707)
(35,539)
(736)
—
439
9,005
(41,796)
(1)
This item includes the effect of foreign exchange rate changes which were previously shown on a separate line.
The components of the net noncurrent deferred income tax asset (liability) accounts are as follows:
Deferred tax assets:
Net operating losses
Property, equipment, and intangible basis differences
Accrued liabilities
Non-cash compensation
Operating lease liability
Deferred revenue
Allowance for doubtful accounts
Currency translation
Other
Valuation allowance
Total deferred tax assets, net (1)
Deferred tax liabilities:
Property, equipment, and intangible basis differences
Right of use asset
Straight-line rents
Deferred foreign withholding taxes
Other
Total deferred tax liabilities, net (1)
$
As of December 31,
2022
2021
(in thousands)
46,521 $
13,506
12,504
30,501
265,710
5,656
1,430
78,287
10,518
(73,546)
391,087
56,445
11,601
8,890
11,637
221,287
4,646
1,512
98,918
8,479
(66,134)
357,281
(152,207)
(254,368)
(18,659)
(9,088)
(1,531)
(44,766) $
(134,005)
(211,146)
(19,054)
(10,313)
(1,571)
(18,808)
$
(1)
Of these amounts, $16,173 and $60,939 are included in Other assets and Other long-term liabilities, respectively, on the
accompanying Consolidated Balance Sheets as of December 31, 2022. As of December 31, 2021, $51,918 and $70,726 are
included in Other assets and Other long-term liabilities, respectively, on the accompanying Consolidated Balance Sheet.
A deferred tax asset is reduced by a valuation allowance if based on the weight of all available evidence, including both
positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that the value of such assets will not be
realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be
realized. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the
existence of sufficient taxable income of the same character during the carryback or carryforward period. All sources of taxable
income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable
income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning
strategies, should be considered.
F-34
The Company has recorded a valuation allowance for certain deferred tax assets as management believes that it is not “more-
likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the assets. Valuation
allowances of $73.5 million and $66.1 million were being carried to offset net deferred income tax assets as of December 31, 2022
and 2021, respectively. The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of
$7.4 million and an increase of $2.9 million, respectively.
The Company has available at December 31, 2022, a federal NOL carry-forward of approximately $622.6 million. $588.4
million of these NOL carry-forwards will expire between 2026 and 2037, and $34.2 million have an indefinite carry-forward. As of
December 31, 2022, $545.2 million of the federal NOLs are attributes of the REIT. 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 Internal Revenue Code places limitations upon the future availability of NOLs based upon changes in the
equity of the Company. If these occur, the ability of the Company to offset future income with existing NOLs may be limited. In
addition, the Company has available at December 31, 2022, a foreign NOL carry-forward of $82.7 million and a net state operating
tax loss carry-forward of approximately $339.6 million. These net operating tax loss carry-forwards began to expire in 2023.
The tax losses generated in tax years 2004 through 2015 remain subject to audit adjustment, and tax years 2016 and forward
are open to examination by the major jurisdictions in which the Company operates.
The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the
Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions,
taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will
ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the
Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the
circumstances of each notification or assessment based on the information available and, in those instances in which the Company
does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on
the underlying assessment.
In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to
purchase accounting adjustments for tax years 2016 through 2019. The Company strongly disagrees with the assessment and have
filed an appeal with the higher appellate taxing authorities as the Company believes the proposed adjustments are without merit. The
Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal.
Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expect 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 December 31,
2022, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and
$89.7 million (excluding penalties and interest, which as of such date would have been $79.5 million).
The Company removed the permanent reinvestment assertion as of December 31, 2018 for all foreign earnings of the
Company’s foreign jurisdictions except Argentina. The Company subsequently also removed its permanent reinvestment assertion on
the investment in the Company’s Guatemala, El Salvador, and Nicaragua subsidiaries. As a result, the Company has recorded
cumulative deferred foreign withholding taxes of $9.1 million at December 31, 2022. No additional income taxes have been provided
for any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign
operations except as noted in Guatemala, El Salvador, and Nicaragua. The deferred incomes taxes related to the Guatemala, El
Salvador, and Nicaragua subsidiaries are immaterial and determining the amount of unrecognized deferred tax liability for any
additional outside basis differences in indefinitely reinvested entities is not practicable.
15.
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
F-35
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.
For the year ended December 31, 2022
Revenues (1)
Cost of revenues (2)
Operating profit
Selling, general, and administrative expenses
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest
expense and other expense)
Income before income taxes
Cash capital expenditures (3)
For the year ended December 31, 2021
Revenues (1)
Cost of revenues (2)
Operating profit
Selling, general, and administrative expenses
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest
expense and other expense)
Income before income taxes
Cash capital expenditures (3)
For the year ended December 31, 2020
Revenues (1)
Cost of revenues (2)
Operating profit
Selling, general, and administrative expenses
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest
expense and other expense)
Loss before income taxes
Cash capital expenditures (3)
Domestic Site
Leasing
Int'l Site
Leasing
Site
Development
Other
Total
$
1,777,593 $
264,149
1,513,444
102,619
(in thousands)
558,982 $
181,536
377,446
62,911
296,879 $
222,965
73,914
22,911
— $
—
—
73,412
2,633,454
668,650
1,964,804
261,853
13,280
33,880
489,072
874,593
13,527
9,280
209,563
82,165
—
—
2,521
48,482
—
—
6,420
(79,832)
(399,565)
235,787
1,148,941
4,057
5,610
26,807
43,160
707,576
925,408
(399,565)
525,843
1,394,395
$
1,681,372 $
258,612
1,422,760
115,458
422,715 $
127,779
294,936
37,768
204,747 $
159,093
45,654
20,636
— $
—
—
46,167
2,308,834
545,484
1,763,350
220,029
14,452
20,135
514,234
758,481
13,169
12,763
177,059
54,177
—
—
2,295
22,723
—
146
6,573
(52,886)
(529,931)
1,249,075
135,591
2,563
6,269
27,621
33,044
700,161
782,495
(529,931)
252,564
1,393,498
$
1,558,311 $
256,673
1,301,638
102,889
396,161 $
117,105
279,056
34,905
128,666 $
102,750
25,916
17,663
— $
—
—
38,810
2,083,138
476,528
1,606,610
194,267
10,331
28,887
539,399
620,132
6,251
11,210
174,073
52,617
—
—
2,356
5,897
—
—
6,142
(44,952)
(651,443)
303,366
89,762
1,752
6,191
16,582
40,097
721,970
633,694
(651,443)
(17,749)
401,071
Assets
As of December 31, 2022
As of December 31, 2021
Domestic Site
Leasing
Int'l Site
Leasing (1)
Site
Development
Other (4)
Total
$
$
6,308,204 $
6,628,156 $
3,808,699 $
2,870,503 $
158,137 $
87,410 $
310,001 $
215,630 $
10,585,041
9,801,699
(in thousands)
(1)
For the years ended December 31, 2022, 2021, and 2020, site leasing revenue in Brazil was $299.5 million, $233.5 million,
and $222.6 million, respectively. Other than Brazil, no foreign country represented a material amount of the Company’s total
site leasing revenues in any of the periods presented. Total long-lived assets in Brazil were $1.0 billion and $0.9 billion as of
December 31, 2022 and 2021, respectively.
F-36
(2)
(3)
(4)
Excludes depreciation, amortization, and accretion.
Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.
Assets in Other consist primarily of general corporate assets and short-term investments
16.
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
years ended December 31, 2022, 2021, and 2020 (in thousands, except per share data):
Numerator:
Net income attributable to SBA
Communications Corporation
Denominator:
Basic weighted-average shares outstanding
Dilutive impact of stock options, RSUs, and PSUs
Diluted weighted-average shares outstanding
Net income per common share attributable to SBA
Communications Corporation:
Basic
Diluted
For the year ended December 31,
2021
2020
2022
$
461,429
$
237,624
$
24,104
107,957
1,429
109,386
109,328
1,849
111,177
111,532
1,933
113,465
$
$
4.27
4.22
$
$
2.17
2.14
$
$
0.22
0.21
For the years ended December 31, 2022, 2021, and 2020, 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.
17.
COMMITMENTS AND CONTINGENCIES
The Company is obligated under various non-cancelable operating leases for land, office space, equipment, and site leases. In
addition, the Company is obligated under various non-cancelable financing leases for vehicles. The annual minimum lease payments,
including fixed rate escalations as of December 31, 2022 are as follows (in thousands):
2023
2024
2025
2026
2027
Thereafter
Total minimum lease payments
Less: amount representing interest
Present value of future payments
Less: current obligations
Long-term obligations
Finance Leases
Operating Leases
2,425 $
1,633
1,225
408
—
—
5,691
(276)
5,415
(2,283)
3,132 $
268,472
269,901
269,928
269,649
267,767
2,205,896
3,551,613
(1,254,035)
2,297,578
(260,082)
2,037,496
$
$
F-37
Tenant (Operating) Leases
The annual minimum tower lease income to be received for tower space rental under non-cancelable operating leases,
including fixed rate escalations, as of December 31, 2022 is as follows:
2023
2024
2025
2026
2027
Thereafter
Total
Litigation
(in thousands)
2,078,543
1,913,057
1,682,566
1,379,197
1,086,355
2,403,062
10,542,780
$
$
The Company is involved in various claims, lawsuits, and proceedings arising in the ordinary course of business. While there
are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that
may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material
adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Contingent Purchase Obligations
From time to time, the Company agrees to pay additional consideration (or earnouts) for acquisitions if the towers or
businesses that are acquired meet or exceed certain performance targets in the one year to three years after they have been acquired.
Please refer to Note 3.
18.
CONCENTRATION OF CREDIT RISK
The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service
providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial
condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific
customers, historical trends, and other information. The Company generally does not require collateral.
The following is a list of significant customers (representing at least 10% of revenue for any period reported) and the
percentage of total revenue for the specified time periods derived from such customers:
Percentage of Total Revenues
T-Mobile
AT&T Wireless
Verizon Wireless
For the year ended December 31,
2020
2021
2022
36.4%
19.6%
14.5%
36.2%
22.2%
14.7%
34.5%
24.1%
14.1%
The Company’s site leasing and site development segments derive revenue from these customers. Client percentages of total
revenue in each of the segments are as follows:
Percentage of Domestic Site Leasing Revenue
T-Mobile
AT&T Wireless
Verizon Wireless
Percentage of International Site Leasing Revenue
Telefonica
Claro
TIM
Oi S.A.
F-38
For the year ended December 31,
2020
2021
2022
40.6%
29.0%
20.1%
40.2%
30.5%
19.8%
40.5%
32.2%
18.5%
For the year ended December 31,
2020
2021
2022 (1)
20.7%
19.0%
17.3%
3.9%
16.3%
13.7%
7.2%
28.3%
18.1%
14.5%
7.0%
28.7%
(1)
Amounts reflect the sale of Oi S.A.’s wireless assets to Telefonica, Claro, and TIM.
Percentage of Site Development Revenue
T-Mobile
For the year ended December 31,
2020
2021
2022
80.1%
78.2%
66.8%
Five customers comprised 71.6% and 65.5% of total gross accounts receivable at December 31, 2022 and 2021, respectively.
19.
DEFINED CONTRIBUTION PLAN
The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides
for voluntary employee contributions up to the limitations set forth in Section 402(g) of the Internal Revenue Code. Employees have
the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching
begins immediately upon the employee’s participation in the plan.
The Company makes a discretionary matching contribution of 75% of an employee’s contributions up to a maximum of
$4,000 annually. Company matching contributions were approximately $3.2 million, $2.9 million, and $2.7 million for the years
ended December 31, 2022, 2021, and 2020, respectively.
20.
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 are as follows (in thousands):
Beginning balance
Net loss attributable to noncontrolling interests
Foreign currency translation adjustments
Purchase of noncontrolling interests
Contribution from joint venture partner
Adjustment to redemption amount
Ending balance
21.
DERIVATIVES AND HEDGING ACTIVITIES
December 31,
2022
December 31,
2021
$
$
17,250 $
(1,630)
(204)
—
—
16,319
31,735 $
15,194
—
—
(18,000)
17,250
2,806
17,250
The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the
Company’s exposure to fluctuations in interest rates. On August 4, 2020, the Company, through its wholly owned subsidiary,
SBA Senior Finance II, terminated an existing $1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a
payment of $176.2 million. On the same date, the Company entered into an interest rate swap for $1.95 billion of notional value
accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the maturity date of the
2018 Term Loan. The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at
offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan. As of December 31,
2022, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net.
As of December 31, 2022 and 2021, the interest rate swap had a fair value of $182.9 million and $60.3 million, respectively, and is
recorded in Other assets on the Consolidated Balance Sheets.
On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as
cash flow hedges. There was no cash transferred in connection with the termination of these swaps. The Company reclassifies the fair
value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash
F-39
interest expense on the Consolidated Statements of Operations over their respective remaining term end dates which range from 2023
to 2025.
Accumulated other comprehensive loss, net includes an aggregate of $119.6 million gain and a $47.8 million loss as of
December 31, 2022 and 2021, respectively.
The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.
The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.
The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated
Statements of Cash Flows except for the termination of interest rate swaps which are recorded in Net cash used in financing
activities.
The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and
Consolidated Statements of Shareholders’ Deficit for the fiscal years ended December 31, 2022, 2021, and 2020.
For the year ended December 31,
2021
2020
2022
Cash Flow Hedge - Interest Rate Swap Agreement
Change in fair value recorded in Accumulated other comprehensive loss, net
Amount recognized in Non-cash interest expense
(in thousands)
$
$
122,536 $
— $
48,200 $
— $
(128,086)
(6,707)
Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense
22.
QUARTERLY FINANCIAL DATA (unaudited)
$
44,887 $
44,887 $
29,315
Quarter Ended
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
Revenues
Operating income
Depreciation, accretion, and amortization
Net income attributable to SBA Communications Corporation
Net income per common share - basic
Net income per common share - diluted
$
$
(in thousands, except per share amounts)
652,006 $
230,978
(176,392)
69,516
675,584 $
242,987
(173,825)
100,009
686,094 $
234,664
(183,036)
103,281
619,770
216,779
(174,323)
188,623
0.96 $
0.94
0.93 $
0.91
0.64 $
0.64
1.75
1.72
Quarter Ended
December 31,
September 30,
2021
2021
June 30,
2021
March 31,
2021
Revenues
Operating income
Depreciation, accretion, and amortization
Net income (loss) attributable to SBA Communications Corporation
Net income (loss) per common share - basic
Net income (loss) per common share - diluted
$
$
(in thousands, except per share amounts)
575,528 $
199,764
(175,469)
152,669
589,305 $
211,776
(170,916)
47,798
595,262 $
197,376
(169,895)
48,902
548,739
173,579
(183,881)
(11,745)
0.45 $
0.44
0.44 $
0.43
1.40 $
1.37
(0.11)
(0.11)
Because net income (loss) per share amounts are calculated using the weighted-average number of common and dilutive
common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income
(loss) per share amounts for the year.
F-40
Performance Graph
SBA Communications Corporation’s (“SBA” or “we”) Class A Common Stock began trading on The Nasdaq
National Market on June 16, 1999 when its initial public offering commenced and is currently traded on the
Nasdaq Global Select Market. The following graph shows the total return to the shareholders of an investment
in SBA’s Class A Common Stock as compared to (1) an investment in the S&P 500 Index, (2) an investment in
a peer group made up of American Tower Corporation and Crown Castle International Corporation, the
comparable large domestic public wireless tower companies, and (3) an investment in the FTSE NAREIT All
Equity REITs Index.
Total shareholder return is determined by dividing (1) the sum of (A) the cumulative amount of dividends for a
given period (assuming dividend reinvestment) and (B) the change in share price between the beginning and
end of the measurement period, by (2) the share price at the beginning of the measurement period.
s
r
a
l
l
o
D
n
I
$250
$200
$150
$100
$50
$0
12/31/17
Total Shareholder Returns
SBA Communications Corporation
S&P 500 Index
FTSE NAREIT All Equity REITs Index
Large Public Tower Company Peers
2018
2019
2020
2021
2022
INDEXED RETURNS
Company Name / Index
SBA Communications Corporation
S&P 500 Index
Large Public Tower Company Peers
FTSE NAREIT All Equity REITs Index
Base
Period
12/31/17
2018
$99.10
$100.00
$100.00
$95.62
$100.00 $108.41
$95.96
$100.00
Years Ending
2020
2019
$147.96 $174.31
$125.72 $148.85
$155.02 $163.37
$123.46 $117.14
2021
$242.20
$191.58
$218.56
$165.51
2022
$176.08
$156.88
$156.36
$124.22
Reflects $100 invested on December 31, 2017 in (1) the Class A Common Stock of SBA, (2) the basket of
companies comprising the S&P 500 Index, (3) the companies comprising the group of Large Public Tower
Company Peers, and (4) the basket of companies comprising the FTSE NAREIT All Equity REITs Index.
Required Disclosures Non-GAAP Financial Measures in Accordance with Regulation G
SBA often makes disclosures of non-GAAP financial measures, such as (1) Funds from Operations (“FFO”),
Adjusted Funds from Operations (“AFFO”) and AFFO per share; (2) Adjusted EBITDA and Adjusted EBITDA
Margin; (3) Tower Cash Flow and Margin; (4) Cash Site Leasing Revenue; (5) Net Debt, Leverage Ratio and
Net Cash Interest Coverage Ratio; and (6) Return on Invested Capital.
We believe that FFO, AFFO and AFFO per share, which are metrics used by our public company peers in the
communication site industry, provide investors useful indicators of the financial performance of our business and
permit investors an additional tool to evaluate the performance of our business against those of our two principal
competitors. FFO, AFFO, and AFFO per share are also used to address questions we receive from analysts and
investors who routinely assess our operating performance on the basis of these performance measures, which
are considered industry standards. We believe that FFO helps investors or other interested parties meaningfully
evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization
and accretion and asset impairment and decommission costs). We believe that AFFO and AFFO per share help
investors or other interested parties meaningfully evaluate our financial performance as they include (1) the
impact of our capital structure (primarily interest expense on our outstanding debt) and (2) sustaining capital
expenditures and exclude the impact of (1) our asset base (primarily depreciation, amortization and accretion
and asset impairment and decommission costs) and (2) certain non-cash items, including straight-lined
revenues and expenses related to fixed escalations and rent free periods and the non-cash portion of our
reported tax provision. GAAP requires rental revenues and expenses related to leases that contain specified
rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with
GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on
a straight-lined basis over the fixed, non-cancelable term of the contract. We only use AFFO as a performance
measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP
as a measure of our performance and should not be considered as an alternative to cash flows from operations
or as residual cash flow available for discretionary investment. We believe our definition of FFO is consistent
with how that term is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and that
our definition and use of AFFO and AFFO per share is consistent with those reported by the other communication
site companies.
We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial
performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic
productivity of our operations and (2) for purposes of making decisions about allocating resources to, and
assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or
other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period
and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our
outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results.
Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the
evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance
generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement
to net income computed in accordance with GAAP as a measure of our performance.
We believe that Tower Cash Flow, Tower Cash Flow Margin and Cash Site Leasing Revenue are useful
indicators of the performance of our site leasing operations.
We believe that Net Debt, Leverage Ratio and Net Cash Interest Coverage Ratio provide investors a more
complete understanding of our net debt and leverage position as they include the full principal amount of our
debt which will be due at maturity and, to the extent that such measures are calculated on Net Debt, are net of
our cash and cash equivalents, short-term restricted cash, and short-term investments.
We believe that Return on Invested Capital (“ROIC”) is useful to investors as a measure of the effectiveness of
the use of capital in our operations.
In addition, Tower Cash Flow, Adjusted EBITDA, Net Debt, Leverage Ratio and Net Cash Interest Coverage
Ratio are components of the calculations used by our lenders to determine compliance with certain covenants
under our debt instruments. These non-GAAP financial measures are not intended to be an alternative to any of
the financial measures provided in our results of operations or our balance sheet as determined in accordance
with GAAP.
FFO, AFFO and AFFO per share
The table below sets forth the reconciliation of FFO, AFFO and AFFO per share to their most comparable
GAAP measurement.
For the year
ended December 31,
2022
2021
Net income
Real estate related depreciation, amortization and accretion
Asset impairment and decommission costs
FFO
$
($ in thousands, except per share amounts)
$
459,799 $
702,937
43,160
1,205,896 $
237,624
696,020
33,044
966,688
Adjustments to FFO:
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Non-cash compensation
Adjustment for non-cash portion of tax provision (1)
Non-real estate related depreciation, amortization, and accretion
Amortization of deferred financing costs and debt discounts
Loss from extinguishment of debt, net
Other (income) expense
Acquisition and new business initiatives related adjustments and
expenses
Non-discretionary cash capital expenditures
AFFO
Weighted average number of common shares (2)
AFFO per share
(38,675)
2,653
99,909
32,901
4,639
65,944
437
(10,467)
(30,177)
7,766
84,402
(8,510)
4,141
66,674
39,502
74,284
26,807
(50,327)
1,339,717 $
109,386
12.25 $
27,621
(39,389)
1,193,062
111,177
10.74
$
$
(1) Removes the non-cash portion of the tax provision for the period specified.
(2) For purposes of the AFFO per share calculation, the basic weighted average number of common shares
has been adjusted to include the dilutive effect of stock options, restricted stock units, and performance-
based restricted stock units.
Adjusted EBITDA, Annualized Adjusted EBITDA and Adjusted EBITDA Margin
The table below sets forth the calculation of Annualized Adjusted EBITDA and the calculation of Adjusted
EBITDA Margin. See our Form 10-K which accompanies this annual report for a discussion and reconciliation
of full year Adjusted EBITDA.
Net income
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Non-cash compensation
Loss from extinguishment of debt, net
Other (income) / expense
Acquisition and new business initiatives related adjustments and
expenses
Asset impairment and decommission costs
Interest income
Total interest expense
Depreciation, accretion and amortization
Provision (benefit) for taxes
Adjusted EBITDA
Annualized Adjusted EBITDA
For the quarter ended December 31,
2022
2021
($ in thousands)
$
$
$
102,580 $
(9,133)
401
25,769
437
(8,207)
8,031
17,596
(3,255)
116,861
183,036
26,604
460,720 $
1,842,880 $
48,902
(9,630)
1,383
25,227
25,829
24,892
10,095
14,484
(1,324)
99,631
169,895
(331)
409,053
1,636,212
(1) Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing
fees.
(2) For the three months ended December 31, 2022 and 2021, these amounts included $356 and $223, respectively, of
franchise and gross receipts taxes reflected in the Statements of Operations in selling, general and administrative
expenses.
(3) Annualized Adjusted EBITDA is calculated as Adjusted EBITDA for the most recent quarter multiplied by four.
Total Revenues
Non-cash straight-line leasing revenue
Total revenues minus non-cash straight-line leasing revenue
Adjusted EBITDA
Adjusted EBITDA Margin
For the year ended
December 31, 2022
($ in thousands)
2,633,454
(38,675)
2,594,779
1,768,977
68.2%
$
$
$
Cash Site Leasing Revenue
The table below sets forth the reconciliation of Cash Site Leasing Revenue to its most comparable GAAP
measurement.
Site leasing revenue
Non-cash straight-line site leasing revenue
Cash Site Leasing Revenue
$
$
2,336,575
(38,675)
2,297,900
$
$
2,104,087
(30,117)
2,073,970
For the year ended December 31,
2022
2021
($ in thousands)
Tower Cash Flow
The table below sets forth the reconciliation of Tower Cash Flow to its most comparable GAAP measurement.
For the year ended December 31,
2022
2021
($ in thousands)
Site leasing revenue
Site leasing cost of revenues (excluding depreciation,
accretion, and amortization)
Site leasing segment operating profit
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Tower Cash Flow
$
2,336,575
(445,685)
1,890,890
(38,675)
2,653
1,854,868
$
$
$
$
$
2,104,087
(386,391)
1,717,696
(30,117)
7,766
1,695,345
Return on Invested Capital
The table below sets forth the reconciliation of Return on Invested Capital (“ROIC”).
Annualized Adjusted EBITDA
Less: Annualized cash taxes
Numerator
Historical Gross Property and Equipment(1)
Historical Gross Intangibles (2)
Denominator
Return on Invested Capital
For the quarter ended
December 31, 2022
$
$
$
$
($ in thousands)
1,842,880
(36,944)
1,805,936
7,435,070
9,816,033
17,251,103
10.5%
(1) Calculated using historical foreign currency exchange rates in effect at date of investment and excludes impact of
Disposals and Impairments.
(2) Effective December 31, 2022, $528 million of the invested capital related to the sites acquired from Grupo TorreSur in
Brazil is included in Historical Gross Intangibles and is presented as an Acquired and other Right-of-use asset, net on
the Company’s consolidated balance sheet.
Net Debt and Leverage Ratio
Net Debt is calculated using the notional principal amount of outstanding debt. Under GAAP policies, the
notional principal amount of SBA’s outstanding debt is not necessarily reflected on the face of SBA’s financial
statements. The table below sets forth the reconciliation of Net Debt to its most comparable GAAP
measurement and the calculation of Leverage Ratio.
As of
December 31, 2022
($ in thousands)
2014-2C Tower Securities
2019-1C Tower Securities
2020-1C Tower Securities
2020-2C Tower Securities
2021-1C Tower Securities
2021-2C Tower Securities
2021-3C Tower Securities
2022-1C Tower Securities
Revolving Credit Facility
2018 Term Loan
Total secured debt
2020 Senior Notes
2021 Senior Notes
Total unsecured debt
Total debt
$
$
Leverage Ratio
Total debt
$
Less: Cash and cash equivalents, short-term restricted cash and short-term investments
$
$
Net debt
Divided by: Annualized Adjusted EBITDA
Leverage Ratio
620,000
1,165,000
750,000
600,000
1,165,000
895,000
895,000
850,000
720,000
2,292,000
9,952,000
1,500,000
1,500,000
3,000,000
12,952,000
12,952,000
(186,998)
12,765,002
1,842,880
6.9x
Net Cash Interest Coverage Ratio
The table below sets forth the reconciliation of Net Cash Interest Coverage Ratio to its most comparable GAAP
measurement.
Adjusted EBITDA
Interest expense
Interest income
Net cash interest expense
Net Cash Interest Coverage Ratio
For the quarter ended
December 31, 2022
$
$
($ in thousands)
460,720
100,256
(3,255)
97,001
4.7x
Special Note Regarding Forward-Looking Statements
This annual report contains forward-looking statements that concern expectations, beliefs, projections,
strategies, anticipated events or trends regarding (1) customer activity and demand for our wireless
communications infrastructure, both domestically and internationally, and the impact of customer 5G deployment
and recent and upcoming spectrum auctions on such demand, (2) the impact of domestic and international
spectrum auctions and deployment of that spectrum by our customers, (3) the future network investment by Dish
and their commitments regarding network coverage, (4) growth in wireless services demand, the drivers of that
demand and carrier investments in their networks to meet that demand, (5) our future financing opportunities
and the impact of our debt ratings, (6) our future growth prospects in Tanzania and customer investment in that
market, (7) opportunities in our new build business and the impact on lease-up opportunities, (8) the impact of
our ground lease purchase strategy, (9) our future capital allocation, including for portfolio growth, dividends and
share repurchases, (10) our annual portfolio growth goals, (11) our strategic investments in adjacent businesses
and evolving technologies and (12) our ESG-related commitments. These forward-looking statements are
qualified in their entirety by cautionary statements set forth under “Special Note Regarding Forward-Looking
Statements” and the risk factor disclosures contained in our Form 10-K filed with the Securities and Exchange
Commission on February 28, 2023 and included in this annual report.
SBA COMMUNICATIONS
DIRECTORS
Steven E. Bernstein
Chairman of the Board
Jeffrey A. Stoops
Director, President and
Chief Executive Officer
Kevin L. Beebe
Director
Mary S. Chan
Director
Duncan H. Cocroft
Director
Jay L. Johnson
Director
George R. Krouse Jr.
Director
Jack Langer
Lead Independent Director
Fidelma Russo
Director
SENIOR MANAGEMENT
Jeffrey A. Stoops
President and Chief Executive Officer
Richard M. Cane
Executive Vice President
and President, International
Brendan T. Cavanagh
Executive Vice President
and Chief Financial Officer
Mark R. Ciarfella
Executive Vice President,
Operations
Joshua Koenig
Executive Vice President,
Chief Administrative Officer
and General Counsel
Dipan D. Patel
Executive Vice President,
Strategy, Technology and
New Business Initiatives
Jason V. Silberstein
Executive Vice President,
Site Leasing
Brian M. Allen
Senior Vice President,
Site Leasing
Elvis T. Clemetson
Senior Vice President
and Chief Information Officer
Donald E. Day
Senior Vice President,
Services
Michelle Eisner
Senior Vice President and
Chief Human Resources Officer
Larry Harris
Senior Vice President,
U.S. Business Development
Brian D. Lazarus
Senior Vice President
and Chief Accounting Officer
David J. Porte
Senior Vice President,
International Strategy and
Business Development
Neil H. Seidman
Senior Vice President,
Mergers and Acquisitions
COMMON STOCK TRADING SYMBOL
Class A shares of SBA Communications
Corporation are traded on the NASDAQ
Global Select Market under the symbol:
SBAC
INTERNET WEBSITE
www.sbasite.com
© 2023 SBA Communications Corporation. All Rights Reserved. The SBA logo, Your Signal Starts Here,
Building Better Wireless, Essential Infrastructure and SBA Edge are all registered trademarks owned by
SBA Telecommunications, Inc. and affiliated SBA companies. Other brands and product names mentioned
herein may be trademarks or registered trademarks of their respective companies.
HEADQUARTERS
8051 Congress Avenue
Boca Raton, FL 33487-1307
T + 561.995.7670
T + 800.487.SITE (7483)
REGIONAL OFFICES
North America
Montreal, Canada
Alpharetta, Georgia
Biddeford, Maine
Charlotte, North Carolina
Chicago, Illinois
Costa Mesa, California
Dallas, Texas
Fenton, Missouri
Indianapolis, Indiana
Nashville, Tennessee
Pelham, Alabama
Pittsburgh, Pennsylvania
Woodbridge, New Jersey
Central America
Guatemala City, Guatemala
Managua, Nicaragua
Panama City, Panama
San Jose, Costa Rica
San Salvador, El Salvador
South America
Bogota, Colombia
Buenos Aires, Argentina
Lima, Peru
Quito, Ecuador
Santiago, Chile
Sao Paulo, Brazil
Africa
Durban, South Africa
Paarl, South Africa
Pretoria, South Africa
Dar es Salaam, Tanzania
Asia
Manila, Philippines
AUDITORS
Ernst & Young LLP
5100 Town Center Circle
Suite 500
Boca Raton, FL 33486
TRANSFER AGENT
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
www.computershare.com
INVESTOR RELATIONS
SBA Communications Corporation
8051 Congress Avenue
Boca Raton, FL 33487-1307
ir@sbasite.com
NOTICE OF ANNUAL MEETING
The annual meeting of shareholders
will be held at 10:00 AM (Eastern)
on May 25, 2023 at the
corporate headquarters:
8051 Congress Avenue
Boca Raton, FL 33487-1307
8051 Congress Avenue, Boca Raton, FL 33487
800.487.SITE
www.sbasite.com
ir@sbasite.com