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OFFON

SBA COMMUNICATIONS CORPORATION

(SBAC)
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SBA COMMUNICATIONS : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

08/05/2021 | 03:52pm EST
We are a leading independent owner and operator of wireless communications
infrastructure, including tower structures, rooftops and other structures that
support antennas used for wireless communications, which we collectively refer
to as "towers" or "sites." Our principal operations are in the United States and
its territories. In addition, we own and operate towers in South America,
Central America, Canada, and South Africa. Our primary business line is our site
leasing business, which contributed 97.6% of our total segment operating profit
for the six months ended June 30, 2021. In our site leasing business, we (1)
lease antenna space to wireless service providers on towers that we own or
operate and (2) manage rooftop and tower sites for property owners under various
contractual arrangements. As of June 30, 2021, we owned 33,854 towers, a
substantial portion of which have been built by us or built by other tower
owners or operators who, like us, have built such towers to lease space to
multiple wireless service providers. Our other business line is our site
development business, through which we assist wireless service providers in
developing and maintaining their own wireless service networks.

Site Leasing


Our primary focus is the leasing of antenna space on our multi-tenant towers to
a variety of wireless service providers under long-term lease contracts in the
United States, South America, Central America, Canada, and South Africa. As of
June 30, 2021, 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

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for more than 10% of our total revenues for the six months ended June 30, 2021.
In addition, as of June 30, 2021, approximately 30% of our total towers are
located in Brazil and less than 4% of our total towers are located in any of our
other international markets (each country is considered a market). We derive
site leasing revenues primarily from wireless service provider tenants,
including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo,
and TIM. Wireless service providers enter into tenant leases with us, each of
which relates to the lease or use of space at an individual site. In the United
States and Canada, 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 rent escalators, which average
3-4% per year, including the renewal option periods. Tenant leases in South
Africa and our Central and South American markets typically have an initial term
of 10 years with multiple renewal periods. In Central America, we have similar
rent escalators to that of leases in the United States and Canada while our
leases in South America and South Africa escalate in accordance with a standard
cost of living index. Site leases in South America typically provide for a fixed
rental amount and a pass through charge for the underlying rent related to
ground leases and other property interests.

Cost of site leasing revenue primarily consists of:

?Cash and non-cash rental expense on ground leases and other underlying property interests;


?Property taxes;

?Site maintenance and monitoring costs (exclusive of employee related costs);


?Utilities;

?Property insurance; and

?Lease initial direct cost amortization.


In the United States and our international markets, ground leases and other
property interests are generally for an initial term of five years to 10 years
with multiple renewal periods, at our option, and provide for rent escalators
which typically average 2-3% annually, or in our South American markets and
South Africa, adjust in accordance with a standard cost of living index. As of
June 30, 2021, 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 our Central American markets and Ecuador, 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, and South Africa significantly all of our
revenue, expenses, and capital expenditures, including tenant leases, ground
leases and other property interests, and other tower-related expenses are
denominated in local currency. In Colombia, Argentina, and Peru, 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 condensed notes to consolidated financial statements included in this quarterly report.

                                    For the three months
                                            ended             For the six months ended
Segment operating profit as a
percentage of                             June 30,                    June 30,

total operating profit                2021         2020          2021           2020

Domestic site leasing                   80.7%        81.9%          80.7%          81.1%
International site leasing              16.8%        16.9%          16.9%          17.7%
Total site leasing                      97.5%        98.8%          97.6%          98.8%


We believe that the site leasing business continues to be attractive due to its
long-term contracts, built-in rent escalators, high operating margins, and low
customer churn (which refers to 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 cessation of a particular 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 2021, we expect organic site leasing
revenue in both our domestic and international segments to increase over 2020
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

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expect to grow our cash flows by (1) adding tenants to our towers at minimal
incremental costs by using existing tower capacity or requiring wireless service
providers to bear all or a portion of the cost of tower modifications and
(2) executing monetary amendments as wireless service providers add or upgrade
their equipment. Furthermore, because our towers are strategically positioned,
we have historically experienced low tenant lease terminations as a percentage
of revenue other than in connection with customer consolidation or cessations of
a specific technology.

Site Development

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

For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements in this quarterly report.

Capital Allocation Strategy


Our capital allocation strategy is aimed at increasing shareholder value through
investment in quality assets that meet our return criteria, stock repurchases
when we believe our stock price is below its intrinsic value, and by returning
cash generated by our operations in the form of cash dividends. While the
addition of a cash dividend to our capital allocation strategy in 2019 has
provided us with a new tool to return value to our shareholders, we will also
continue to make investments focused on increasing Adjusted Funds From
Operations per share. To achieve this, we expect to continue to deploy capital
to portfolio growth and stock repurchases, subject to compliance with REIT
distribution requirements, available funds and market conditions, while
maintaining our target leverage levels. 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, we believe, it will allow us to 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.

COVID-19 Update


We have experienced minimal impact to our business or results of operations from
the coronavirus (COVID-19) pandemic. The extent to which COVID-19 could
adversely affect our future business operations will depend on future
developments such as the duration of the outbreak, new information on the
severity of COVID-19 or its variants, and methods taken to contain or treat the
outbreak of COVID-19 including a vaccine distribution program. While the full
impact of COVID-19 is not yet known, we will continue to monitor these
developments and the potential effects on our business.

Critical Accounting Policies and Estimates


We have identified the policies and significant estimation processes listed
below and 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

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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, 2020. 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.

Reference Rate Reform

ASU 2020-04 and ASU 2021-01, 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, 2022, except for hedging relationships existing as of December 31,
2022, 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, 2022. The ICE Benchmark
Administration Limited ("IBA") intends to cease the publication of USD LIBOR as
follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors
on June 30, 2023. On July 7, 2021, we amended our 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
Credit Facility. As of June 30, 2021, other than modifications to the Credit
Facility, we have not modified any 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 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, 2021 Compared to Three Months Ended June 30, 2020

Revenues and Segment Operating Profit:


                               For the three months ended                                             Constant
                                        June 30,                  Foreign            Constant         Currency
                                    2021           2020       Currency Impact     Currency Change     % Change

Revenues                                                 (in thousands)
Domestic site leasing          $       418,829   $ 388,018   $               -   $          30,811         7.9%
International site leasing             105,266      94,385               3,461               7,420         7.9%
Site development                        51,433      24,823                   -              26,610       107.2%
Total                          $       575,528   $ 507,226   $           3,461   $          64,841        12.8%
Cost of Revenues
Domestic site leasing          $        63,948   $  64,093   $               -   $           (145)       (0.2%)
International site leasing              31,402      27,505               1,102               2,795        10.2%
Site development                        40,409      19,904                   -              20,505       103.0%
Total                          $       135,759   $ 111,502   $           1,102   $          23,155        20.8%
Operating Profit
Domestic site leasing          $       354,881   $ 323,925   $               -   $          30,956         9.6%
International site leasing              73,864      66,880               2,359               4,625         6.9%
Site development                        11,024       4,919                   -               6,105       124.1%


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Revenues


Domestic site leasing revenues increased $30.8 million for the three months
ended June 30, 2021, as compared to the prior year, primarily due to (1)
revenues from 843 towers acquired (including wireless tenant licenses on 699
utility transmission structures from the PG&E transaction) and 12 towers built
since April 1, 2020 and (2) 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, partially offset by lease non-renewals.

International site leasing revenues increased $10.9 million for the three months
ended June 30, 2021, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $7.4 million. These changes
were primarily due to (1) revenues from 109 towers acquired and 408 towers built
since April 1, 2020 and (2) organic site leasing growth from new leases,
amendments, and contractual escalators, partially offset by lease non-renewals.
Site leasing revenue in Brazil represented 11.1% of total site leasing revenue
for the period. No other individual international market represented more than
4% of our total site leasing revenue.

Site development revenues increased $26.6 million for the three months ended June 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit


Domestic site leasing segment operating profit increased $31.0 million for the
three months ended June 30, 2021, as compared to the prior year, primarily due
to additional profit generated by (1) towers acquired and built since April 1,
2020 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 $7.0 million for
the three months ended June 30, 2021, as compared to the prior year. On a
constant currency basis, international site leasing segment operating profit
increased $4.6 million. These changes were primarily due to additional profit
generated by (1) towers acquired and built since April 1, 2020 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.

Site development segment operating profit increased $6.1 million for the three months ended June 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:


                               For the three months ended                                            Constant
                                        June 30,                  Foreign            Constant        Currency
                                    2021           2020       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Domestic site leasing          $        29,201   $  25,233   $               -   $           3,968       15.7%
International site leasing               9,521       9,035                 406                  80        0.9%
Total site leasing             $        38,722   $  34,268   $             406   $           4,048       11.8%
Site development                         3,994       4,494                 
 -               (500)     (11.1%)
Other                                   11,229      10,326                   -                 903        8.7%
Total                          $        53,945   $  49,088   $             406   $           4,451        9.1%


Selling, general, and administrative expenses increased $4.9 million for the
three months ended June 30, 2021, as compared to the prior year. On a constant
currency basis, selling, general, and administrative expenses increased $4.5
million. These changes were primarily as a result of an increase in personnel
and other support related costs including noncash compensation as well as an
increase in travel related expenses.

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Acquisition and New Business Initiatives Related Adjustments and Expenses:


                               For the three months ended                                            Constant
                                        June 30,                  Foreign            Constant        Currency
                                    2021           2020       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Domestic site leasing          $         4,596   $   3,004   $               -   $           1,592       53.0%
International site leasing               2,198       1,630                 731               (163)     (10.0%)
Total                          $         6,794   $   4,634   $             731   $           1,429       30.8%


Acquisition and new business initiatives related adjustments and expenses
increased $2.2 million for the three months ended June 30, 2021, as compared to
the prior year. On a constant currency basis, acquisition and new business
initiatives related adjustments and expenses increased $1.4 million. These
changes were primarily as a result of an increase in third party acquisition and
integration costs as well as incremental costs incurred in support of new
business initiatives as compared to the prior year.

Asset Impairment and Decommission Costs:

                               For the three months ended                                      Constant
                                        June 30,                  Foreign         Constant     Currency
                                                                                  Currency
                                    2021           2020       Currency Impact      Change      % Change

                                                      (in thousands)
Domestic site leasing          $         2,690   $   5,342   $               -   $   (2,652)     (49.6%)
International site leasing                 961         900                  58             3        0.3%
Total site leasing             $         3,651   $   6,242   $              58   $   (2,649)     (42.4%)
Other                                      146           -                   -           146          -%
Total                          $         3,797   $   6,242   $              58   $   (2,503)     (40.1%)


Asset impairment and decommission costs decreased $2.4 million for the three
months ended June 30, 2021, as compared to the prior year. This change was
primarily as a result of a $3.2 million decrease 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,
partially offset by a $0.8 million increase related to sites decommissioned in
the second quarter of 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expense:

                               For the three months ended                                       Constant
                                        June 30,                  Foreign         Constant      Currency
                                                                                  Currency
                                    2021           2020       Currency Impact      Change       % Change

                                                      (in thousands)
Domestic site leasing          $       128,034   $ 134,569   $               -   $   (6,535)       (4.9%)
International site leasing              44,744      42,011               1,316         1,417         3.4%
Total site leasing             $       172,778   $ 176,580   $           1,316   $   (5,118)       (2.9%)
Site development                         1,017         597                   -           420        70.4%
Other                                    1,674       1,529                   -           145         9.5%
Total                          $       175,469   $ 178,706   $           1,316   $   (4,553)       (2.5%)


Depreciation, accretion, and amortization expense decreased $3.2 million for the
three months ended June 30, 2021, as compared to the prior year. On a constant
currency basis, depreciation, accretion, and amortization expense decreased $4.6
million. These changes were primarily due to the impact of assets that became
fully depreciated since the prior year period, partially offset by an increase
in the number of towers we acquired and built since April 1, 2020.


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Operating Income (Expense):

                                For the three months ended                                       Constant
                                         June 30,                  Foreign         Constant      Currency
                                                                                   Currency
                                    2021            2020       Currency Impact      Change       % Change

                                                       (in thousands)
Domestic site leasing          $       190,360   $  155,777   $               -   $    34,583        22.2%
International site leasing              16,440       13,304               (152)         3,288        24.7%
Total site leasing             $       206,800   $  169,081   $           (152)   $    37,871        22.4%
Site development                         6,013        (172)                   -         6,185     3,595.9%
Other                                 (13,049)     (11,855)                   -       (1,194)        10.1%
Total                          $       199,764   $  157,054   $           (152)   $    42,862        27.3%

Domestic site leasing operating income increased $34.6 million for the three months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, amortization expense and asset impairment and decommission costs, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $3.1 million for the three months ended June 30, 2021, as compared to the prior year. This change was primarily due to higher segment operating profit, partially offset by an increase in depreciation, accretion, and amortization expense.


Site development operating income increased $6.2 million for the three months
ended June 30, 2021, as compared to the prior year, primarily due to higher
segment operating profit driven by more activity from T-Mobile and DISH and a
decrease in selling, general, and administrative expenses.

Other Income (Expense):

                                For the three months ended                                Constant
                                         June 30,               Foreign      Constant     Currency
                                                               Currency      Currency
                                    2021           2020         Impact        Change      % Change

                                                    (in thousands)
Interest income                $          547   $       699   $        10   $     (162)     (23.2%)
Interest expense                     (90,544)      (95,687)            12         5,131      (5.4%)
Non-cash interest expense            (11,812)       (2,337)             -       (9,475)      405.4%
Amortization of deferred
financing fees                        (4,865)       (5,188)             -           323      (6.2%)
Loss from extinguishment of
debt, net                             (2,020)             -             -       (2,020)          -%
Other income (expense), net           108,849      (31,588)       143,176       (2,739)      842.8%
Total                          $          155   $ (134,101)   $   143,198   $   (8,942)        8.7%


Interest expense decreased $5.1 million for the three months ended June 30,
2021, as compared to the prior year primarily due to a lower weighted average
interest rate due in part to the interest rate swap entered into during the
third quarter of 2020, partially offset by a higher average principal amount of
cash interest bearing debt outstanding.

Non-cash interest expense increased $9.5 million for the three months ended June
30, 2021, as compared to the prior year primarily related to amortization of
accumulated losses related to our interest rate swaps de-designated as cash flow
hedges.

Loss from extinguishment of debt was $2.0 million for the three months ended
June 30, 2021 representing the write-off of unamortized financing fees related
to the repayment of the 2017-1C Tower Securities in May 2021.

Other income (expense), net includes a $111.3 million gain on the remeasurement
of U.S. dollar denominated intercompany loans with foreign subsidiaries for the
three months ended June 30, 2021, while the prior year period included a $31.2
million loss.


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(Provision) Benefit for Income Taxes:

                                For the three months
                                        ended                                              Constant
                                      June 30,             Foreign         Constant        Currency
                                                          Currency
                                  2021         2020        Impact       Currency Change    % Change

                                                    (in thousands)
(Provision) benefit for
income taxes                   $  (47,250)   $     165   $  (50,276)   $           2,861     (27.0%)


Provision for income taxes increased $47.4 million for the three months ended
June 30, 2021, as compared to the prior year. On a constant currency basis,
provision for income taxes decreased $2.9 million. This change was primarily due
to a decrease in foreign withholding taxes and deferred state taxes.

Net Income:

                                For the three months
                                       ended                                                     Constant
                                      June 30,               Foreign            Constant         Currency
                                  2021        2020       Currency Impact     Currency Change     % Change

                                                       (in thousands)
Net income                     $  152,669   $  23,118   $          92,770   $          36,781         84.8%


Net income increased $129.6 million for the three months ended June 30, 2021, as
compared to the prior year. On a constant currency basis, net income increased
$36.8 million. These changes were primarily due to an increase in operating
income and decreases in cash interest expense related to the interest rate swaps
and provision for income taxes. This was partially offset by increases in
non-cash interest expense.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Revenues and Segment Operating Profit:

                                  For the six months ended                                    Constant
                                          June 30,                 Foreign      Constant      Currency
                                                                  Currency      Currency
                                    2021              2020         Impact        Change       % Change

Revenues                                             (in thousands)

Domestic site leasing $ 822,407 $ 774,361 $ - $ 48,046 6.2% International site leasing

            206,790          200,397       (9,118)        15,511         7.7%
Site development                       95,069           49,534             -        45,535        91.9%
Total                          $    1,124,266      $ 1,024,292   $   (9,118)   $   109,092        10.7%
Cost of Revenues
Domestic site leasing          $      129,069      $   127,997   $         -   $     1,072         0.8%
International site leasing             61,649           59,400       (3,149)         5,398         9.1%
Site development                       74,815           39,620             -        35,195        88.8%
Total                          $      265,533      $   227,017   $   (3,149)   $    41,665        18.4%
Operating Profit
Domestic site leasing          $      693,338      $   646,364   $         -   $    46,974         7.3%
International site leasing            145,141          140,997       (5,969)        10,113         7.2%
Site development                       20,254            9,914             -        10,340       104.3%


Revenues

Domestic site leasing revenues increased $48.0 million for the six months ended
June 30, 2021, as compared to the prior year, primarily due to (1) revenues from
906 towers acquired (including wireless tenant licenses on 699 utility
transmission structures from the PG&E transaction) and 16 towers built since
January 1, 2020 and (2) 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, partially offset by lease non-renewals.

International site leasing revenues increased $6.4 million for the six months
ended June 30, 2021, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $15.5 million. These
changes were primarily due to (1) revenues from 115 towers acquired and 453
towers built since January 1, 2020 and (2) organic site leasing growth from new
leases, amendments, and contractual escalators, partially offset by lease
non-renewals. Site leasing revenue in Brazil represented

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11.1% of total site leasing revenue for the period. No other individual international market represented more than 4% of our total site leasing revenue.


Site development revenues increased $45.5 million for the six months ended June
30, 2021, as compared to prior year, as a result of increased carrier activity
driven primarily by T-Mobile and DISH.

Operating Profit


Domestic site leasing segment operating profit increased $47.0 million for the
six months ended June 30, 2021, as compared to the prior year, primarily due to
additional profit generated by (1) towers acquired and built since January 1,
2020 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 $4.1 million for
the six months ended June 30, 2021, as compared to the prior year. On a constant
currency basis, international site leasing segment operating profit increased
$10.1 million. These changes were primarily due to additional profit generated
by (1) towers acquired and built since January 1, 2020 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.

Site development segment operating profit increased $10.3 million for the six months ended June 30, 2021, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:


                                For the six months ended                                               Constant
                                        June 30,                  Foreign            Constant          Currency
                                    2021           2020       Currency Impact     Currency Change      % Change

                                                         (in thousands)
Domestic site leasing          $        57,257   $  52,555   $               -   $           4,702           8.9%
International site leasing              17,281      16,966                  92                 223           1.3%
Total site leasing             $        74,538   $  69,521   $              92   $           4,925           7.1%
Site development                         9,783       8,950                   -                 833           9.3%
Other                                   21,225      20,233                   -                 992           4.9%
Total                          $       105,546   $  98,704   $              92   $           6,750           6.8%

Selling, general, and administrative expenses increased $6.8 million for the six months ended June 30, 2021, as compared to the prior year. This change was primarily as a result of an increase in personnel and other support related costs including noncash compensation.

Acquisition and New Business Initiatives Related Adjustments and Expenses:


                                For the six months ended                                              Constant
                                        June 30,                  Foreign            Constant         Currency
                                    2021           2020       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $         7,928   $   5,601   $               -   $           2,327         41.5%
International site leasing               3,867       2,832                 812                 223          7.9%
Total                          $        11,795   $   8,433   $             812   $           2,550         30.2%


Acquisition and new business initiatives related adjustments and expenses
increased $3.4 million for the six months ended June 30, 2021, as compared to
the prior year. On a constant currency basis, acquisition and new business
initiatives related adjustments and expenses increased $2.6 million. These
changes were primarily as a result of an increase in third party acquisition and
integration costs as well as incremental costs incurred in support of new
business initiatives as compared to the prior year.


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Asset Impairment and Decommission Costs:

                               For the six months ended                                      Constant
                                       June 30,                 Foreign         Constant     Currency
                                                                                Currency
                                   2021          2020       Currency Impact      Change      % Change

                                                     (in thousands)
Domestic site leasing          $       6,561   $  16,168   $               -   $   (9,607)     (59.4%)
International site leasing             1,993       4,429                  21       (2,457)     (55.5%)
Total site leasing             $       8,554   $  20,597   $              21   $  (12,064)     (58.6%)
Other                                    146           -                   -           146          -%
Total                          $       8,700   $  20,597   $              21   $  (11,918)     (57.9%)


Asset impairment and decommission costs decreased $11.9 million for the six
months ended June 30, 2021, as compared to the prior year. This change was
primarily as a result of a $11.1 million decrease 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 and a $0.8 million decrease related to sites decommissioned in the
six months ended June 30, 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expenses:

                                For the six months ended                                 Constant
                                        June 30,              Foreign      Constant      Currency
                                                             Currency      Currency
                                    2021          2020        Impact        Change       % Change

                                                   (in thousands)
Domestic site leasing          $      267,025   $ 268,375   $         -   $   (1,350)       (0.5%)
International site leasing             87,865      88,623       (3,981)         3,223         3.6%
Total site leasing             $      354,890   $ 356,998   $   (3,981)   $     1,873         0.5%
Site development                        1,162       1,213             -          (51)       (4.2%)
Other                                   3,298       3,074             -           224         7.3%
Total                          $      359,350   $ 361,285   $   (3,981)   $     2,046         0.6%


Depreciation, accretion, and amortization expense decreased $1.9 million for the
six months ended June 30, 2021, as compared to the prior year. On a constant
currency basis, depreciation, accretion, and amortization expense increased $2.0
million. This change was primarily due to an increase in the number of towers we
acquired and built since January 1, 2020, partially offset by the impact of
assets that became fully depreciated since the prior year period.

Operating Income (Expense):

                                   For the six months ended                                     Constant
                                           June 30,                 Foreign      Constant       Currency
                                                                   Currency      Currency
                                    2021                2020        Impact        Change        % Change

                                                      (in thousands)
Domestic site leasing          $      354,567        $  303,665   $         -   $    50,902          16.8%
International site leasing             34,135            28,147       (2,913)         8,901          31.6%
Total site leasing             $      388,702        $  331,812   $   (2,913)   $    59,803          18.0%
Site development                        9,309             (249)             -         9,558     (3,838.6%)
Other                                (24,669)          (23,307)             -       (1,362)           5.8%
Total                          $      373,342        $  308,256   $   (2,913)   $    67,999          22.1%

Domestic site leasing operating income increased $50.9 million for the six months ended June 30, 2021, as compared to the prior year, primarily due to higher segment operating profit and decreases in asset impairment and decommission costs and depreciation, accretion, and amortization expense, partially offset by increases in selling, general, and administrative expenses and acquisition and new business initiatives related adjustments and expenses.


International site leasing operating income increased $6.0 million for the six
months ended June 30, 2021, as compared to the prior year. On a constant
currency basis, international site leasing operating income increased $8.9
million. These changes were primarily due to higher segment operating profit and
a decrease in asset impairment and decommission costs, partially offset by an
increase in depreciation, accretion, and amortization expense.

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Site development operating income increased $9.6 million for the six months
ended June 30, 2021, as compared to the prior year, primarily due to higher
segment operating profit driven by more activity from T-Mobile and DISH,
partially offset by an increase in selling, general, and administrative
expenses.

Other Income (Expense):

                                  For the six months ended                                    Constant
                                          June 30,                 Foreign      Constant      Currency
                                                                  Currency      Currency
                                    2021              2020         Impact        Change       % Change

                                                     (in thousands)
Interest income                $        1,179      $     1,584   $      (91)   $     (314)      (19.8%)
Interest expense                    (180,639)        (191,538)             9        10,890       (5.7%)
Non-cash interest expense            (23,615)          (4,743)             1      (18,873)       397.9%
Amortization of deferred
financing fees                        (9,755)         (10,328)             -           573       (5.5%)
Loss from extinguishment of
debt, net                            (13,672)         (16,864)             -         3,192      (18.9%)
Other income (expense), net            20,410        (257,885)      
286,764       (8,469)     (231.2%)
Total                          $    (206,092)      $ (479,774)   $   286,683   $  (13,001)         6.0%


Interest expense decreased $10.9 million for the six months ended June 30, 2021,
as compared to the prior year primarily due to a lower weighted average interest
rate due in part to the interest rate swap entered into during third quarter of
2020, partially offset by a higher average principal amount of cash interest
bearing debt outstanding.

Non-cash interest expense increased $18.9 million for the six months ended June
30, 2021, as compared to the prior year primarily related to amortization of
accumulated losses related to our interest rate swaps de-designated as cash flow
hedges.

Loss from extinguishment of debt was $13.7 million for the six months ended June
30, 2021 representing 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, as well as the write-off
of $2.0 million of unamortized financing fees related to the repayment of the
2017-1C in May 2021. Loss from extinguishment of debt was $16.9 million for the
six months ended June 30, 2020 representing the payment of a $9.1 million call
premium and the write-off of $7.7 million of the original issuance discount and
unamortized financing fees related to the redemption of the 2014 Senior Notes.

Other income (expense), net includes a $25.0 million gain on the remeasurement
of U.S. dollar denominated intercompany loans with foreign subsidiaries for the
six months ended June 30, 2021, while the prior year period included a $261.3
million loss.

(Provision) Benefit for Income Taxes:


                                For the six months ended                                        Constant
                                        June 30,               Foreign         Constant         Currency
                                                              Currency
                                    2021           2020        Impact       Currency Change     % Change

                                                      (in thousands)
(Provision) benefit for
income taxes                   $      (26,328)   $  66,702   $  (94,869)   $           1,839       (8.6%)


Net Income (Loss):

                                   For the six months ended                                          Constant
                                           June 30,                 Foreign         Constant         Currency
                                                                   Currency
                                   2021                2020         Impact       Currency Change     % Change

                                                         (in thousands)
Net income (loss)              $     140,922        $ (104,816)   $   188,901   $          56,837         83.2%


Net income was $140.9 million for the six months ended June 30, 2021, as
compared to net loss of $104.8 million in the prior year period. This change was
primarily due to fluctuations in foreign currency exchange rates including
changes recorded on the remeasurement of the U.S. dollar denominated
intercompany loans with foreign subsidiaries, an increase in operating income,
and decreases in cash interest expense related to the interest rate swaps, loss
from extinguishment of debt, and provision for income taxes. This was partially
offset by increases in non-cash interest expense.

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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 2016 Senior Notes, 2020 Senior
Notes, and 2021 Senior Notes. Adjusted EBITDA should be considered only as a
supplement to net income computed in accordance with GAAP as a measure of our
performance.

                                For the three months ended                                       Constant
                                         June 30,                  Foreign         Constant      Currency
                                                                                   Currency
                                     2021           2020       Currency Impact      Change       % Change

                                                       (in thousands)
Net income                     $        152,669   $  23,118   $          92,770   $    36,781        84.8%
Non-cash straight-line
leasing revenue                         (9,515)       (346)                   -       (9,169)     2,650.0%
Non-cash straight-line
ground lease expense                      2,007       3,678                  36       (1,707)      (46.4%)
Non-cash compensation                    21,643      18,579                 165         2,899        15.6%
Loss from extinguishment of
debt, net                                 2,020           -                   -         2,020           -%
Other (income) expense, net           (108,849)      31,588           (143,176)         2,739       842.8%
Acquisition and new business
initiatives
related adjustments and
expenses                                  6,794       4,634                 731         1,429        30.8%
Asset impairment and
decommission costs                        3,797       6,242                  58       (2,503)      (40.1%)
Interest income                           (547)       (699)                (10)           162      (23.2%)
Total interest expense (1)              107,221     103,212                (12)         4,021         3.9%
Depreciation, accretion, and
amortization                            175,469     178,706               1,316       (4,553)       (2.5%)
Provision for income taxes
(2)                                      47,485          55              50,277       (2,847)      (26.3%)
Adjusted EBITDA                $        400,194   $ 368,767   $           2,155   $    29,272         7.9%



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                                   For the six months ended                                         Constant
                                           June 30,                    Foreign         Constant     Currency
                                                                                       Currency
                                    2021               2020        Currency Impact      Change      % Change

                                                         (in thousands)
Net income (loss)              $      140,922       $ (104,816)   $         188,901   $    56,837       83.2%
Non-cash straight-line
leasing revenue                      (10,091)           (2,687)                (98)       (7,306)      271.9%
Non-cash straight-line
ground lease expense                    4,648             7,527                  46       (2,925)     (38.9%)
Non-cash compensation                  42,066            34,857                 112         7,097       20.4%
Loss from extinguishment of
debt, net                              13,672            16,864                   -       (3,192)     (18.9%)
Other (income) expense, net          (20,410)           257,885           (286,764)         8,469      231.2%
Acquisition and new business
initiatives
related adjustments and
expenses                               11,795             8,433                 812         2,550       30.2%
Asset impairment and
decommission costs                      8,700            20,597                  21      (11,918)     (57.9%)
Interest income                       (1,179)           (1,584)                  91           314     (19.8%)
Total interest expense (1)            214,009           206,609                (10)         7,410        3.6%
Depreciation, accretion, and
amortization                          359,350           361,285             (3,981)         2,046        0.6%
Provision (benefit) for
income taxes (2)                       26,783          (66,255)              94,869       (1,831)      (8.4%)
Adjusted EBITDA                $      790,265       $   738,715   $         (6,001)   $    57,551        7.8%

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


(2)Provision (benefit) for taxes includes $235 and $220 of franchise taxes for
the three months ended June 30, 2021 and 2020, respectively, and $455 and $447
of franchise taxes for the six months ended June 30, 2021 and 2020,
respectively, reflected in selling, general, and administrative expenses on the
Consolidated Statements of Operations.

Adjusted EBITDA increased $31.4 million for the three months ended June 30,
2021, as compared to the prior year period. On a constant currency basis,
Adjusted EBITDA increased $29.3 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.

Adjusted EBITDA increased $51.6 million for the six months ended June 30, 2021,
as compared to the prior year period. On a constant currency basis, Adjusted
EBITDA increased $57.6 million. These changes were primarily due to an increase
in segment operating profit.

LIQUIDITY AND CAPITAL RESOURCES


SBA Communications Corporation ("SBAC") is a holding company with no business
operations of its own. SBAC's only significant asset is 100% of the outstanding
capital stock of SBA Telecommunications, LLC ("Telecommunications"), which is
also a holding company that owns equity interests in entities that directly or
indirectly own all of our domestic and international towers and assets. We
conduct all of our business operations through Telecommunications' subsidiaries.
Accordingly, our only source of cash to pay our obligations, other than
financings, is distributions with respect to our ownership interest in our
subsidiaries from the net earnings and cash flow generated by these
subsidiaries.

A summary of our cash flows is as follows:

                                                              For the six months ended
                                                           June 30, 2021     June 30, 2020

                                                                   (in thousands)
Cash provided by operating activities                     $       638,282   $       592,418
Cash used in investing activities                             (1,184,754)   

(413,970)

Cash provided by (used in) financing activities                   545,394   

(52,121)

Change in cash, cash equivalents, and restricted cash             (1,078)   

126,327

Effect of exchange rate changes on cash, cash equiv., and restricted cash

                                               (2,920)   

(15,809)

Cash, cash equivalents, and restricted cash, beginning of period

                                                         342,808   

141,120

Cash, cash equivalents, and restricted cash, end of
period                                                    $       338,810   $       251,638


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Operating Activities


Cash provided by operating activities was $638.3 million for the six months
ended June 30, 2021 as compared to $592.4 million for the six months ended June
30, 2020. The increase was primarily due to an increase in segment operating
profit, the positive impact on cash from changes in foreign currency exchange
rates, and a decrease in net cash interest paid, partially offset by a decrease
in cash inflows associated with working capital changes primarily from timing of
customer payments.

Investing Activities

A detail of our cash capital expenditures is as follows:

                                                          For the six months ended June
                                                                       30,
                                                               2021            2020

                                                                 (in thousands)

Acquisitions of towers and related intangible assets $ (168,885) $ (99,424) Acquisition of right-of-use assets (1)

                         (947,698)    

-

Land buyouts and other assets (2)                               (13,268)    

(19,611)

Construction and related costs on new builds                    (22,587)    

(28,012)

Augmentation and tower upgrades                                 (14,437)       (21,423)
Tower maintenance                                               (16,292)       (15,180)
General corporate                                                (2,059)        (2,364)
Other investing activities                                           472      (227,956)
Net cash used in investing activities                     $  (1,184,754)   

$ (413,970)



(1)During the six months ended June 30, 2021, we acquired the exclusive right to
lease and operate 699 utility transmission structures, which included existing
wireless tenant licenses from PG&E.

(2)Excludes $6.4 million and $3.6 million spent to extend ground lease terms for the six months ended June 30, 2021 and 2020, respectively.


Subsequent to June 30, 2021, we purchased or agreed to purchase approximately
1,800 communication sites for an aggregate consideration of approximately $270.0
million in cash, including approximately 1,400 sites for approximately $175.0
million in cash relating to the previously announced deal to acquire towers from
Airtel Tanzania.

For 2021, we expect to incur non-discretionary cash capital expenditures
associated with tower maintenance and general corporate expenditures of $35.0
million to $45.0 million and discretionary cash capital expenditures, based on
current or potential acquisition obligations, planned new tower construction,
forecasted tower augmentations, and forecasted ground lease purchases, of
$1,450.0 million to $1,470.0 million. We expect to fund these cash capital
expenditures from cash on hand, cash flow from operations, and borrowings under
the Revolving Credit Facility or new financings. The exact amount of our future
cash capital expenditures will depend on a number of factors, including amounts
necessary to support our tower portfolio, our new tower build and acquisition
programs, and our ground lease purchase program.

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Financing Activities

A detail of our financing activities is as follows:

                                                               For the six months ended
                                                          June 30, 2021        June 30, 2020

                                                                    (in thousands)

Net repayments under Revolving Credit Facility (1) $ (295,000)

   $     (490,000)
Proceeds from issuance of Senior Notes, net of fees (1)        1,485,512    

1,480,206

Repayment of Senior Notes (1)                                  (757,500)    

(759,143)

Proceeds from issuance of Tower Securities, net of fees (1)

                                                            1,152,631                    -
Repayment of Tower Securities (1)                              (760,000)                    -
Repurchase and retirement of common stock                      (168,922)    

(203,330)

Payment of dividends on common stock                           (126,893)    

(104,171)

Proceeds from employee stock purchase/stock option plans, net of taxes

                                               27,140               37,316
Other financing activities                                      (11,574)    

(12,999)

Net cash provided by (used in) financing activities $ 545,394

$ (52,121)

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

Dividends


For the six months ended June 30, 2021, we paid the following cash dividends:

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

February 19, 2021      March 10, 2021         $0.58     $63.4 million    March 26, 2021
 April 26, 2021         May 20, 2021          $0.58     $63.4 million    June 15, 2021

Dividends paid in 2021 and 2020 were ordinary dividends.

Subsequent to June 30, 2021, we declared the following cash dividends:

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

August 1, 2021      August 26, 2021        $0.58    September 23, 2021


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

Registration Statements


We have on file with the Securities and Exchange Commission (the "Commission") a
shelf registration statement on Form S-4 registering shares of Class A common
stock that we may issue in connection with the acquisition of wireless
communication towers or antenna sites and related assets or companies who own
wireless communication towers, antenna sites, or related assets. During the six
months ended June 30, 2021, we did not issue any shares of Class A common stock
under this registration statement. As of June 30, 2021, we had approximately
1.2 million shares of Class A common stock remaining under this registration
statement.

On February 26, 2021, we filed with the Commission an automatic shelf
registration statement for well-known seasoned issuers on Form S-3, 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

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type of securities each time we issue securities under our automatic shelf registration statement on Form S-3. No securities were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Revolving Credit Facility under 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. As
amended, 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.

During the three months ended June 30, 2021, we borrowed $100.0 million and
repaid $605.0 million of the outstanding balance under the Revolving Credit
Facility. During the six months ended June 30, 2021, we borrowed $810.0 million
and repaid $1.1 billion of the outstanding balance under the Revolving Credit
Facility. As of June 30, 2021, the balance outstanding under the Revolving
Credit Facility was $85.0 million accruing interest at 1.600% per annum. In
addition, SBA Senior Finance II was required to pay a commitment fee of 0.20%
per annum on the amount of the unused commitment. As of June 30, 2021, SBA
Senior Finance II was in compliance with the financial covenants contained in
the Senior Credit Agreement.

Subsequent to June 30, 2021, we repaid $85.0 million of the outstanding balance
under the Revolving Credit Facility. As of the date of this filing, no amount
was outstanding under the Revolving Credit Facility.

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 June 30, 2021, the 2018 Term Loan was accruing interest at 1.860%
per annum. Principal payments on the 2018 Term Loan are being made in quarterly
installments on the last day of each March, June, September, and December in an
amount equal to $6.0 million.

During the three and six months ended June 30, 2021, we repaid an aggregate of
$6.0 million and $12.0 million of principal on the 2018 Term Loan, respectively.
As of June 30, 2021, 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.

Secured Tower Revenue Securities


On May 14, 2021, we, through the Trust, issued $1.165 billion of Secured Tower
Revenue Securities Series 2021-1C, which have an anticipated repayment date of
November 9, 2026 and a final maturity date of May 9, 2051 (the "2021-1C Tower
Securities"). The fixed interest rate on the 2021-1C Tower Securities is 1.631%
per annum, payable monthly. Net proceeds from this offering were

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used to repay the entire aggregate principal amount of the 2017-1C Tower
Securities ($760.0 million) and the Secured Tower Revenue Securities, Series
2017-1R ($40.0 million) and for general corporate purposes. We have incurred
deferred financing fees of $12.4 million in relation to this transaction, which
are being amortized through the anticipated repayment date of the 2021-1C Tower
Securities.

Tower Revenue Securities Terms


As of June 30, 2021, we, through a New York common law trust (the "Trust"), had
issued and outstanding an aggregate of $5.5 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 9,929 tower sites owned by
the Borrowers as of June 30, 2021. The mortgage loan is secured by (1)
mortgages, deeds of trust, and deeds to secure debt on a substantial portion of
the tower sites, (2) a security interest in the tower sites and substantially
all of the Borrowers' personal property and fixtures, (3) the Borrowers' rights
under certain tenant leases, and (4) all of the proceeds of the foregoing. For
each calendar month, SBA Network Management, Inc., an indirect subsidiary
("Network Management"), is entitled to receive a management fee equal to 4.5% of
the Borrowers' operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2021:

                                                                               Anticipated       Final
                                               Amount                           Repayment      Maturity
        Security            Issue Date       Outstanding     Interest Rate        Date           Date
2013-2C Tower Securities   Apr. 18, 2013          $575.0            3.722%  

Apr. 11, Apr. 9,

                                                 million                          2023           2048
2014-2C Tower Securities   Oct. 15, 2014          $620.0            3.869%  

Oct. 8, Oct. 8,

                                                 million                          2024           2049
2018-1C Tower Securities   Mar. 9, 2018           $640.0            3.448%  

Mar. 9, Mar. 9,

                                                 million                          2023           2048
2019-1C Tower Securities   Sep. 13, 2019          $1.165            2.836%  

Jan. 12, Jan. 12,

                                                 billion                          2025           2050
2020-1C Tower Securities   Jul. 14, 2020          $750.0            1.884%  

Jan. 9, Jul. 11,

                                                 million                          2026           2050
2020-2C Tower Securities   Jul. 14, 2020          $600.0            2.328%  

Jan. 11, Jul. 9,

                                                 million                          2028           2052
2021-1C Tower Securities   May 14, 2021           $1.165            1.631%       Nov. 9,        May 9,
                                                 billion                          2026           2051

Risk Retention Tower Securities


In addition, to satisfy certain risk retention requirements of Regulation RR
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $33.7
million of Secured Tower Revenue Securities Series 2018-1R (the "2018-1R Tower
Securities") issued by the Trust with a fixed interest rate of 4.949% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2018-1C Tower Securities, (2) $61.4 million of Secured Tower Revenue
Securities Series 2019-1R (the "2019-1R Tower Securities") issued by the Trust
with a fixed interest rate of 4.213% per annum, payable monthly, and with the
same anticipated repayment date and final maturity date as the 2019-1C Tower
Securities, (3) $71.1 million of Secured Tower Revenue Securities Series 2020-2R
(the "2020-2R Tower Securities") issued by the Trust with a fixed interest rate
of 4.336% per annum, payable monthly, and with the same anticipated repayment
date and final maturity date as the 2020-2C Tower Securities, and (4) $61.4
million of Secured Tower Revenue Securities Series 2021-1R (the "2021-1R Tower
Securities") issued by the Trust with a fixed interest rate of 3.625% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2021-1C Tower Securities. Principal and interest payments made on
the 2018-1R Tower Securities, 2019-1R Tower Securities, 2020-2R Tower
Securities, and 2021-1R Tower Securities eliminate in consolidation.

As of June 30, 2021, 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


On January 29, 2021, we issued $1.5 billion of unsecured senior notes due
February 1, 2029 at par value (the "2021 Senior Notes"). The 2021 Senior Notes
accrue interest at a rate of 3.125% per annum. Interest on the 2021 Senior Notes
is due semi-annually on February 1 and August 1 of each year, beginning on
August 1, 2021. We incurred financing fees of $14.5 million to date in relation
to this transaction, which are being amortized through the maturity date. Net
proceeds from this offering were used to redeem all of the outstanding principal
amount of the 2017 Senior Notes, repay the amounts outstanding under the
Revolving Credit Facility, and for general corporate purposes.

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The 2021 Senior Notes are subject to redemption in whole or in part on or after
February 1, 2024 at the redemption prices set forth in the indenture agreement
plus accrued and unpaid interest. Prior to February 1, 2024, we may, at our
option, redeem up to 35% of the aggregate principal amount of the 2021 Senior
Notes originally issued at a redemption price of 103.125% of the principal
amount of the 2021 Senior Notes to be redeemed on the redemption date plus
accrued and unpaid interest with the net proceeds of certain equity offerings.
We 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.

The table below sets forth the material terms of our outstanding senior notes as
of June 30, 2021:

                                                  Interest                                   Optional
                                      Amount        Rate                     Interest Due   Redemption
  Senior Notes       Issue Date     Outstanding    Coupon    Maturity Date      Dates          Date
2016 Senior Notes   Aug. 15, 2016          $1.1     4.875%   Sep. 1, 2024   

Mar. 1 & Sep. 1,

                                        billion                                 Sep. 1         2019
2020 Senior Notes   Feb. 4, 2020           $1.5     3.875%   Feb. 15, 2027  

Feb. 15 & Feb. 15,

                                        billion                                Aug. 15         2023
2021 Senior Notes   Jan. 29, 2021          $1.5     3.125%   Feb. 1, 2029      Feb. 1 &      Feb. 1,
                                        billion                                 Aug. 1         2024


The unsecured senior notes are subject to redemption in whole or in part at the
redemption prices set forth in the indenture agreement plus accrued and unpaid
interest. We may redeem each of the senior notes during the time periods and at
the redemption prices set forth in the indentures.

Debt Service


As of June 30, 2021, 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 based on the amounts outstanding as of June 30, 2021
and the interest rates accruing on those amounts on such date (in thousands):

Revolving Credit Facility (1)                  $   3,690
2018 Term Loan (2)                                67,572
2013-2C Tower Securities                          21,585
2014-2C Tower Securities                          24,185
2018-1C Tower Securities                          22,270
2019-1C Tower Securities                          33,409
2020-1C Tower Securities                          14,368
2020-2C Tower Securities                          14,159
2021-1C Tower Securities                          19,371
2016 Senior Notes                                 53,625
2020 Senior Notes                                 58,125
2021 Senior Notes                                 46,875

Total debt service for the next 12 months (2) $ 379,234

(1)Subsequent to June 30, 2021, we repaid $85.0 million of the outstanding balance under the Revolving Credit Facility. As of the date of this filing, no amount was outstanding under the Revolving Credit Facility.


(2)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.

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