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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from __________ to __________
Commission file number:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
The | ||
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| (NASDAQ Global Select Market) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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x | Accelerated Filer | ¨ | |
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Non-Accelerated Filer | ¨ | Smaller Reporting Company | |
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| Emerging Growth Company |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨
Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date:
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
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| June 30, |
| December 31, | ||
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| 2026 |
| 2025 | ||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease right-of-use assets, net |
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Acquired and other right-of-use assets, net |
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Other assets |
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Total assets |
| $ | |
| $ | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, |
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AND SHAREHOLDERS' DEFICIT |
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Current liabilities: |
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Accounts payable |
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Accrued expenses |
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Current maturities of long-term debt |
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Deferred revenue |
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Accrued interest |
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Current lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt, net |
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Long-term lease liabilities |
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Other long-term liabilities |
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Total long-term liabilities |
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Redeemable noncontrolling interests |
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Shareholders' deficit: |
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Preferred stock - par value $ |
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Common stock - Class A, par value $ |
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respectively |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss, net |
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Total shareholders' deficit |
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Total liabilities, redeemable noncontrolling interests, and shareholders' deficit |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (in thousands, except per share amounts)
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| For the three months |
| For the six months | ||||||||
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| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
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Revenues: |
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Site leasing |
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Site development |
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Total revenues |
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Operating expenses: |
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Cost of revenues (exclusive of depreciation, accretion, |
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and amortization shown below): |
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Cost of site leasing |
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Cost of site development |
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Selling, general, and administrative expenses (1) |
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Acquisition and new business initiatives related |
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adjustments and expenses |
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Asset impairment and decommission costs |
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Depreciation, accretion, and amortization |
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Total operating expenses |
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Operating income |
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Other income (expense): |
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Interest income |
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Interest expense |
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Non-cash interest expense |
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Amortization of deferred financing fees |
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Other income, net |
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Total other expense, net |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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Net loss attributable to noncontrolling interests |
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Net income attributable to SBA Communications |
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Corporation |
| $ | |
| $ | |
| $ | |
| $ | |
Net income per common share attributable to SBA |
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Communications Corporation: |
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Basic |
| $ | |
| $ | |
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Diluted |
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Weighted-average number of common shares |
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Basic |
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Diluted |
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(1)
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited) (in thousands)
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| For the three months |
| For the six months | ||||||||
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| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
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Net income |
| $ | |
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| $ | |
| $ | |
Adjustments related to interest rate swaps |
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Foreign currency translation adjustments |
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Comprehensive income |
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Comprehensive loss attributable to noncontrolling interests |
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Comprehensive income attributable to SBA |
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Communications Corporation |
| $ | |
| $ | |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(unaudited) (in thousands)
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| Accumulated |
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| Class A |
| Additional |
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| Other |
| Total | ||||||
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| Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, March 31, 2026 |
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| $ | |
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| $ | ( |
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Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
| — |
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BALANCE, June 30, 2026 |
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| Accumulated |
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| Class A |
| Additional |
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| Other |
| Total | ||||||
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| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, December 31, 2025 |
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Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
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Repurchase and retirement of common stock |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
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BALANCE, June 30, 2026 |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(unaudited) (in thousands)
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| Accumulated |
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| Additional |
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| Other |
| Total | ||||||
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| Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, March 31, 2025 |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
| — |
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Repurchase and retirement of common stock |
| ( |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
| — |
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| ( |
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| — |
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| ( |
BALANCE, June 30, 2025 |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
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| Accumulated |
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| Class A |
| Additional |
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| Other |
| Total | ||||||
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| Common Stock |
| Paid-In |
| Accumulated |
| Comprehensive |
| Shareholders' | |||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss, Net |
| Deficit | |||||
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BALANCE, December 31, 2024 |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
Net income attributable to SBA |
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Communications Corporation |
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Common stock issued in connection with equity |
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awards and stock purchase plans, offset |
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by the impact of net share settlements |
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Non-cash stock compensation |
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Adjustments related to interest rate swaps |
| — |
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Repurchase and retirement of common stock |
| ( |
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Foreign currency translation adjustments |
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attributable to SBA Communications |
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Corporation |
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Dividends and dividend equivalents |
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on common stock |
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Adjustment to redemption amount related to |
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noncontrolling interests |
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BALANCE, June 30, 2025 |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
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| For the six months ended June 30, | ||||
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| 2026 |
| 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
| $ | |
| $ | |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation, accretion, and amortization |
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Gain on remeasurement of U.S. denominated intercompany loans |
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Non-cash compensation expense |
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Non-cash asset impairment and decommission costs |
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Deferred and non-cash income tax provision |
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Loss on sale of assets |
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Other non-cash items reflected in the Statements of Operations |
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Changes in operating assets and liabilities, net of acquisitions: |
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Accounts receivable and costs and estimated earnings in excess of |
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billings on uncompleted contracts, net |
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Prepaid expenses and other assets |
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Operating lease right-of-use assets, net |
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Accounts payable and accrued expenses |
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Accrued interest |
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Long-term lease liabilities |
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Other liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Acquisitions |
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Capital expenditures |
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Purchase of investments |
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Proceeds from sale of investments |
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Repayment of loan from unconsolidated joint venture |
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Proceeds from sale of assets |
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Other investing activities |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Borrowings under Revolving Credit Facility |
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Repayments under Revolving Credit Facility |
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Repayment of Term Loans |
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Repayment of Tower Securities |
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Repurchase and retirement of common stock |
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Payment of dividends on common stock |
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Proceeds from employee stock purchase/stock option plans |
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Payments related to taxes on stock options and restricted stock units |
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Other financing activities |
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Net cash used in financing activities |
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Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
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NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: |
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Beginning of period |
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End of period |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
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| For the six months ended June 30, | ||||
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| 2026 |
| 2025 | ||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during the period for: |
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Interest |
| $ | |
| $ | |
Income taxes |
| $ | |
| $ | |
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SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: |
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Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ | |
| $ | |
Operating lease modifications and reassessments |
| $ | |
| $ | |
Right-of-use assets obtained in exchange for new finance lease liabilities |
| $ | |
| $ | |
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the full year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, incremental borrowing rate for lease accounting, fair value of investments, asset retirement obligations, uncertain tax positions, and accounting for acquisitions of assets. Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available. These estimates ultimately may differ from actual results and such differences could be material.
All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statements of Shareholders’ Deficit.
For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other income, net in the Consolidated Statements of Operations.
Recently Adopted Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, modernizing the accounting for costs related to internal-use software. The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to
funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company has elected to adopt the standard as of January 1, 2026. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
Items Measured at Fair Value on a Recurring Basis — The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.
Refer to Note 16 for discussion of the Company’s redeemable noncontrolling interests.
Items Measured at Fair Value on a Nonrecurring Basis — The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used an average discount rate ranging from
Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs:
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| For the three months |
| For the six months | ||||||||
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| ended June 30, |
| ended June 30, | ||||||||
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| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
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| (in thousands) | ||||
Asset impairment (1) |
| $ | |
| $ | |
| $ | |
| $ | |
Write-off of carrying value of decommissioned towers |
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| |
Other (including tower and equipment decommission costs) |
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| |
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| |
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| |
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| |
Total asset impairment and decommission costs |
| $ | |
| $ | |
| $ | |
| $ | |
(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.
The Company’s long-term investments were $
Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of
June 30, 2026 and December 31, 2025, the Company had $
The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility was considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Term SOFR Rate was set for the Revolving Credit Facility (
The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:
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| As of |
| As of |
|
| ||
|
| June 30, 2026 |
| December 31, 2025 |
| Included on Balance Sheet | ||
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| (in thousands) |
|
| ||||
Cash and cash equivalents |
| $ | |
| $ | |
| Cash and cash equivalents |
Securitization escrow accounts |
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| |
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| |
| Restricted cash - current asset |
Payment, performance bonds, and other |
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| |
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| |
| Restricted cash - current asset |
Surety bonds and workers compensation |
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| |
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| |
| |
Total cash, cash equivalents, and restricted cash |
| $ | |
| $ | |
|
|
Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.
The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | ||||
Costs incurred on uncompleted contracts |
| $ | |
| $ | |
Estimated earnings |
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| |
Billings to date |
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| ( |
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| ( |
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| $ | |
| $ | |
These amounts are included in the Consolidated Balance Sheets under the following captions:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
| $ | |
| $ | |
Billings in excess of costs and estimated earnings on |
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uncompleted contracts (included in Other current liabilities) |
|
| ( |
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| ( |
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| $ | |
| $ | |
The Company’s prepaid expenses and other current assets are comprised of the following:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | |||
Short-term investments |
| $ | |
| $ | |
Short-term loans receivable (1) |
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| |
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| |
Prepaid real estate taxes |
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Interest receivable |
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| |
Prepaid insurance |
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Prepaid taxes |
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Prepaid ground rent |
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| |
Other current assets |
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| |
Total prepaid expenses and other current assets |
| $ | |
| $ | |
The Company’s other assets are comprised of the following:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | |||
Straight-line rent receivable |
| $ | |
| $ | |
Interest rate swap asset (2) |
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Loans receivable |
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Deferred lease costs, net |
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Deferred tax asset - long-term |
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Long-term investments |
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Other |
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Total other assets |
| $ | |
| $ | |
(1)Amounts as of June 30, 2026 and December 31, 2025 include a $
The following table summarizes the Company’s acquisition activity:
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| For the three months |
| For the six months | ||||||||
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| ended June 30, |
| ended June 30, | ||||||||
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| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
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| (in thousands) | ||||
Acquisitions of towers and related assets |
| $ | |
| $ | |
| $ | |
| $ | |
Land buyouts and other assets (1) |
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| |
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Total cash acquisition capital expenditures |
| $ | |
| $ | |
| $ | |
| $ | |
(1)Excludes $
During the six months ended June 30, 2026, the Company acquired
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| For the six months | ||||
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| ended June 30, | ||||
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| 2026 |
| 2025 | ||
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| (in thousands) | ||||
Property and equipment, net |
| $ | |
| $ | |
Intangible assets, net |
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| |
Operating lease right-of-use assets, net |
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Acquisition related holdbacks |
|
| ( |
|
| ( |
Long-term lease liabilities |
|
| ( |
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| ( |
Other liabilities assumed, net |
|
| ( |
|
| ( |
Total acquisitions of towers and related assets and liabilities |
| $ | |
| $ | |
During the six months ended June 30, 2026, the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets. As of June 30, 2026, there were no acquisitions with purchase price allocations that were preliminary.
As of the date of this filing, the Company, subsequent to June 30, 2026, purchased or is under contract to purchase
7.PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | ||||
Towers and related assets |
| $ | |
| $ | |
Construction-in-process (1) |
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| |
Furniture, equipment, and vehicles |
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| |
Land, buildings, and improvements (2) |
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| |
Total property and equipment |
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| |
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| |
Less: accumulated depreciation |
|
| ( |
|
| ( |
Property and equipment, net |
| $ | |
| $ | |
(1)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.
(2)Includes amounts related to the Company’s data centers.
The following table provides the gross and net carrying amounts for each major class of intangible assets:
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| As of June 30, 2026 |
| As of December 31, 2025 | ||||||||||||||
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| Gross carrying |
| Accumulated |
| Net book |
| Gross carrying |
| Accumulated |
| Net book | ||||||
|
| amount |
| amortization |
| value |
| amount |
| amortization |
| value | ||||||
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| (in thousands) | ||||||||||||||||
Current contract intangibles |
| $ | |
| $ | ( |
| $ | |
| $ | |
| $ | ( |
| $ | |
Network location intangibles |
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| |
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| ( |
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| |
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| |
|
| ( |
|
| |
Intangible assets, net |
| $ | |
| $ | ( |
| $ | |
| $ | |
| $ | ( |
| $ | |
The Company’s accrued expenses are comprised of the following:
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| As of |
| As of | ||
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| June 30, 2026 |
| December 31, 2025 | ||
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| (in thousands) | ||||
Salaries and benefits |
| $ | |
| $ | |
Real estate and property taxes |
|
| |
|
| |
Acquisition related holdbacks |
|
| |
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| |
Other |
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| |
|
| |
Total accrued expenses |
| $ | |
| $ | |
10.DEBT
The principal balances, fair values, and carrying values of debt consist of the following:
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| As of |
| As of | ||||||||||||||
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| June 30, 2026 |
| December 31, 2025 | ||||||||||||||
|
| Maturity Date |
| Principal |
| Fair Value |
| Carrying |
| Principal |
| Fair Value |
| Carrying | ||||||
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| (in thousands) | ||||||||||||||||
Revolving Credit Facility (1) |
|
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
2024 Term Loan (1) |
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| |
|
| | |
2020-1C Tower Securities (2)(3) |
|
|
| — |
|
| — |
|
| — |
|
| |
|
| |
|
| | |
2020-2C Tower Securities (2) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-1C Tower Securities (2) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-2C Tower Securities (2) |
|
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| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021-3C Tower Securities (2) |
|
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| |
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| |
|
| |
|
| |
|
| |
|
| | |
2022-1C Tower Securities (2) |
|
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| |
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| |
|
| |
|
| |
|
| |
|
| | |
2024-1C Tower Securities (2) |
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| |
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| |
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| |
|
| |
|
| |
|
| | |
2024-2C Tower Securities (2) |
|
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| |
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| |
|
| |
|
| |
|
| |
|
| | |
2020 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
Total debt (1) |
|
|
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
Less: current maturities of long-term debt |
|
|
|
|
| ( |
|
|
|
|
|
|
|
| ( | |||||
Total long-term debt, net of current maturities |
|
|
|
| $ | |
|
|
|
|
|
|
| $ | | |||||
(1)On July 23, 2026, the Company issued the 2026-1 Senior Notes, the 2026-2 Senior Notes, and the 2026-3 Senior Notes (as defined below) accruing interest at a coupon rate of
(2)The maturity date represents the anticipated repayment date for each issuance.
(3)On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities using borrowings from the Revolving Credit Facility.
The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
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|
|
| Interest |
| For the three months ended June 30, |
| For the six months ended June 30, | ||||||||||||||||||||
|
| Rates as of |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||||||||||||
|
| June 30, |
| Cash |
| Non-cash |
| Cash |
| Non-cash |
| Cash |
| Non-cash |
| Cash |
| Non-cash | ||||||||
|
| 2026 |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest |
| Interest | ||||||||
|
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|
|
|
|
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|
|
| (in thousands) |
| (in thousands) | ||||||||||||||||||||
Revolving Credit Facility (1) |
|
| $ | |
| $ | — |
| $ | |
| $ | — |
| $ | |
| $ | — |
| $ | |
| $ | — | |
2024 Term Loan (1)(2) |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
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 |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2024-1C Tower Securities |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2024-2C Tower Securities (3) |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
2020 Senior Notes |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
2021 Senior Notes |
|
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — |
|
| |
|
| — | |
Other |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total |
|
|
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
(1)On July 23, 2026, the Company repaid the aggregate principal amount outstanding on the Revolving Credit Facility and the 2024 Term Loan.
(2)The 2024 Term Loan had a blended rate of
(3)The 2024-2C Tower Securities has an all-in fixed rate of
Investment Grade Senior Notes and Unsecured Revolving Credit Facility
On July 23, 2026, the Company issued an aggregate $
Concurrently with the issuance of the 2026 Senior Notes, the Company terminated its existing Senior Credit Agreement and entered into a new Senior Credit Agreement providing for an expanded $
Based on the Company’s current credit ratings, borrowings under the 2026 Revolving Credit Facility accrue interest at Term SOFR plus
Senior Credit Agreement
As of June 30, 2026, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Revolving Credit Facility
The key terms of the Revolving Credit Facility were as follows:
|
|
|
|
|
|
|
|
|
|
|
| Interest Rate |
| Unused Commitment |
|
| as of |
| Fee as of |
|
| June 30, 2026 (1) |
| June 30, 2026 (2) |
|
|
|
|
|
Revolving Credit Facility |
|
|
(1)The rate reflected includes a
(2)The rate reflected includes a
The table below summarizes the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
|
|
|
|
|
|
|
|
| ||||
|
| (in thousands) | ||||||||||
Beginning outstanding balance |
| $ | |
| $ | — |
| $ | |
| $ | — |
Borrowings |
|
| |
|
| |
|
| |
|
| |
Repayments |
|
| ( |
|
| — |
|
| ( |
|
| — |
Ending outstanding balance |
| $ | |
| $ | |
| $ | |
| $ | |
On July 23, 2026, the Company repaid the aggregate principal amount outstanding on the Revolving Credit Facility using proceeds from the issuance of the 2026 Senior Notes. As of the date of this filing, there were no amounts outstanding under the 2026 Revolving Credit Facility.
Term Loan
2024 Term Loan
During the three and six months ended June 30, 2026, the Company repaid an aggregate of $
On July 23, 2026, the Company repaid the aggregate principal amount of the 2024 Term Loan using proceeds from the issuance of the 2026 Senior Notes.
Secured Tower Revenue Securities
On January 9, 2026, the Company repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($
Common Stock Equivalents
The Company has outstanding time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and stock options which were considered in the Company’s diluted earnings per share calculation (see Note 15).
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 April 27, 2025, the Company’s Board of Directors authorized a $
The following is a summary of the Company’s share repurchases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months |
| For the six months | ||||||||
|
| ended June 30, |
| ended June 30, | ||||||||
|
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares purchased (in thousands) (1) |
|
| — |
|
| |
|
| |
|
| |
Average price per share (1) |
| $ | — |
| $ | |
| $ | |
| $ | |
Total purchase price (in millions) (1) |
| $ | — |
| $ | |
| $ | |
| $ | |
(1)Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.
Dividends
For the six months ended June 30, 2026, the Company paid the following cash dividends:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payable to Shareholders |
|
|
|
|
|
|
|
| of Record at the Close |
| Cash Paid |
| Aggregate Amount |
|
|
Date Declared |
| of Business on |
| Per Share |
| Paid |
| Date Paid |
|
|
|
|
|
|
|
|
|
|
| $ |
| $ |
| |||
|
| $ |
| $ |
|
(1)Amount reflected includes the payment of $
Dividends paid in 2026 were ordinary taxable dividends.
Subsequent to June 30, 2026, the Company declared the following cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payable to Shareholders |
| Cash to |
|
|
|
| of Record at the Close |
| be Paid |
|
|
Date Declared |
| of Business on |
| Per Share |
| Date to be Paid |
|
|
|
|
|
|
|
|
| $ |
|
Restricted Stock Units and Performance-Based Restricted Stock Units
The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RSUs |
| PSUs (1) | ||||||
|
|
|
| Weighted-Average |
|
|
| Weighted-Average | ||
|
| Number of |
| Grant Date Fair |
| Number of |
| Grant Date Fair | ||
|
| Shares |
| Value per Share |
| Shares |
| Value per Share | ||
|
| (in thousands) |
|
|
|
| (in thousands) |
|
|
|
Outstanding at December 31, 2025 |
| |
| $ | |
| |
| $ | |
Granted |
| |
| $ | |
| |
| $ | |
PSU adjustment (2) |
| — |
| $ | — |
| |
| $ | |
Vested |
| ( |
| $ | |
| ( |
| $ | |
Forfeited/canceled |
| ( |
| $ | |
| — |
| $ | — |
Outstanding at June 30, 2026 |
| |
| $ | |
| |
| $ | |
(1)PSUs represent the target number of shares granted that are issuable at the end of the
Stock Options
The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2026 as follows (dollars and shares in thousands, except for per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted- |
| Weighted-Average |
|
|
| |
|
|
|
| Average |
| Remaining |
|
|
| |
|
| Number |
| Exercise Price |
| Contractual |
| Aggregate | ||
|
| of Shares |
| Per Share |
| Life (in years) |
| Intrinsic Value | ||
Outstanding at December 31, 2025 |
| |
| $ |
|
|
|
|
| |
Exercised |
| ( |
| $ |
|
|
|
|
| |
Outstanding at June 30, 2026 |
| |
| $ |
|
| $ | — | ||
Exercisable at June 30, 2026 |
| |
| $ |
|
| $ | — | ||
Unvested at June 30, 2026 |
| |
| $ |
|
| $ | — | ||
The primary reason for the difference between the Company’s effective tax rate and the U.S. statutory rate is the Company’s REIT status. A tax provision is recognized because U.S. taxable REIT subsidiary and certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.
The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its U.S. taxable REIT subsidiary. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $
The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
The Company operates principally in
Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Domestic Site |
| Int'l Site |
| Site |
|
|
|
| |||||
|
| Leasing |
| Leasing |
| Development |
| Other |
| Total | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2026 |
| (in thousands) | |||||||||||||
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| — |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Domestic Site |
| Int'l Site |
| Site |
|
|
|
| |||||
|
| Leasing |
| Leasing |
| Development |
| Other |
| Total | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2026 |
| (in thousands) | |||||||||||||
Revenues (1) |
| $ | |
| $ | |
| $ | |
| $ | — |
| $ | |
Cost of revenues (2) |
|
| |
|
| |
|
| |
|
| — |
|
| |
Operating profit |
|
| |
|
| |
|
| |
|
| — |
|
| |
Selling, general, and administrative expenses |
|
| |
|
| |
|
| |
|
| |
|
| |
Acquisition and new business initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses |
|
| |
|
| |
|
| — |
|
| — |
|
| |
Asset impairment and decommission costs |
|
| |
|
| |
|
| |
|
| |
|
| |
Depreciation, amortization and accretion |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income (loss) |
|
| |
|
| |
|
| |
|
| ( |
|
| |
Other expense, net (principally interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense and other income) |
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash capital expenditures (3) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
|
|
|
|
|
|
|
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Revenues (1) |
| $ | |
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| $ | — |
| $ | |
Cost of revenues (2) |
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Operating profit |
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Selling, general, and administrative expenses |
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Acquisition and new business initiatives |
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related adjustments and expenses |
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Asset impairment and decommission costs |
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Depreciation, amortization and accretion |
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Operating income (loss) |
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Other expense, net (principally interest |
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expense and other income) |
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Income before income taxes |
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Cash capital expenditures (3) |
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| Domestic Site |
| Int'l Site |
| Site |
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| Leasing |
| Leasing |
| Development |
| Other (4) |
| Total | |||||
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Assets |
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As of June 30, 2026 |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
As of December 31, 2025 |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
(1)For the three months ended June 30, 2026 and 2025, site leasing revenue in Brazil was $
(2)Excludes depreciation, amortization, and accretion. Cost of revenues is primarily comprised of rent expense related to the Company’s ground leases.
(3)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.
(4)Assets in Other consist primarily of general corporate assets and short-term investments.
Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. The Company’s long-lived assets by geographic areas representing more than
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| As of |
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| June 30, 2026 |
| December 31, 2025 | ||
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Domestic |
| $ | |
| $ | |
Brazil |
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Guatemala |
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Other international |
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Total |
| $ | |
| $ | |
Basic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method.
The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and six months ended June 30, 2026 and 2025:
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| For the three months |
| For the six months | ||||||||
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| ended June 30, | ||||||||
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| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||
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Numerator: |
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Net income attributable to SBA |
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Communications Corporation |
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| $ | |
| $ | |
| $ | |
Denominator: |
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Basic weighted-average shares outstanding |
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Dilutive impact of stock options, RSUs, and PSUs |
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Diluted weighted-average shares outstanding |
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Net income per common share attributable to SBA |
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Communications Corporation: |
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Basic |
| $ | |
| $ | |
| $ | |
| $ | |
Diluted |
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| $ | |
| $ | |
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.
During the quarter ended June 30, 2026, the noncontrolling shareholder of one of the Company’s joint ventures noticed its intent to exercise its put option to sell its interest to the Company.
The components of redeemable noncontrolling interests as of June 30, 2026 and December 31, 2025 are as follows:
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| June 30, |
| December 31, | ||
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| 2025 | ||
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Beginning balance |
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Net income attributable to noncontrolling interests |
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Foreign currency translation adjustments |
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Purchase of noncontrolling interests |
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Adjustment to redemption amount |
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Ending balance |
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The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. As of June 30, 2026, the Company had interest rate swap agreements (“existing interest rate swaps”) on its 2024 Term Loan which swap $
Subsequent to June 30, 2026, the Company de-designated its existing interest rate swaps in connection with the repayment of the 2024 Term Loan. Upon de-designation, the Company recognized a gain of $
Additionally, subsequent to June 30, 2026, the Company entered into interest rate swap agreements (“2026 interest rate swaps”) on $
On September 11, 2024, the Company entered into a treasury lock agreement to fix the three-year treasury rate at
The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025.
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| Fair Value as of | ||||
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| Balance Sheet |
| June 30, |
| December 31, | ||
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| Location |
| 2026 |
| 2025 | ||
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Derivatives Designated as Hedging Instruments |
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Interest rate swap agreements in a fair value asset position |
| Other assets |
| $ | |
| $ | |
Interest rate swap agreement in a fair value liability position |
| Other long-term liabilities |
| $ | — |
| $ | |
Accumulated other comprehensive loss, net includes an aggregate $
The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.
The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows.
The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and six months ended June 30, 2026 and 2025.
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Cash Flow Hedge - Interest Rate Swap Agreement |
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Change in fair value recorded in Accumulated other comprehensive |
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loss, net |
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Gain reclassified from Accumulated other comprehensive |
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loss, net into earnings |
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Derivatives Not Designated as Hedges - Interest Rate Swap Agreements |
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Amount reclassified from Accumulated other comprehensive |
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loss, net into Non-cash interest expense |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, and Africa. Our primary business line is our site leasing business, which contributed 98.4% of our total segment operating profit for the six months ended June 30, 2026. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of June 30, 2026, we owned 46,390 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.
Site Leasing
Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, and Africa. As of June 30, 2026, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2026. In addition, as of June 30, 2026, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively, and no other international market (each country is considered a market) represented more than 5% of our total towers.
We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.
Cost of site leasing revenue primarily consists of:
Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;
Property taxes;
Site maintenance and monitoring costs (exclusive of employee related costs);
Utilities;
Property insurance;
Fuel (primarily 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 June 30, 2026, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.
In Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, and Panama, substantially all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Chile, and South Africa, substantially all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our Consolidated Financial Statements included in this quarterly report.
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| For the three months ended |
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Segment operating profit as a percentage of |
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total operating profit |
| 2026 |
| 2025 |
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Domestic site leasing |
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| 70.6% |
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| 76.0% |
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| 71.0% |
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| 76.4% |
International site leasing |
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| 27.6% |
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| 21.4% |
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| 27.4% |
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| 21.3% |
Total site leasing |
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| 98.2% |
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| 97.4% |
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| 98.4% |
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| 97.7% |
We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to a lease that is non-renewed, cancelled, or discounted prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion, and network coverage requirements.
During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to contractual escalators and wireless carriers deploying additional capacity and increasing geographical coverage, the full year impact of towers acquired and built during 2025 and 2026, and the revenues from towers expected to be acquired and built during the remainder of 2026, partially offset by increased churn primarily driven by Sprint and EchoStar. Generally, we believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the nature and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.
We expect churn to be elevated through 2026 due to churn in some of our markets. In our domestic markets, we currently expect churn to represent an aggregate of between $132.0 million and $136.0 million of cash site leasing revenue due in part to Sprint and EchoStar churn. In our international markets, we currently expect churn to represent an aggregate of between $36.0 million and $40.0 million of cash site leasing revenue due in part to Oi wireline churn.
Site Development
Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end-to-end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.
For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements in this quarterly report.
Capital Allocation Strategy
Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases, and by returning cash generated by our operations in the form of cash dividends. In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital. Key elements of our capital allocation strategy include:
Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, through tower acquisitions to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers, especially in Central America pursuant to our build-to-suit agreement with Millicom International Cellular S.A. (“Millicom”).
Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.
Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes listed in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.
RESULTS OF OPERATIONS
This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these
financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenues and Segment Operating Profit:
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