What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-08-06 compared with 2020-05-06 · 240 added, 116 removed, 556 unchanged (39% of the section changed)

7 unchanged sentences

Costs and estimated earnings in excess of billings on uncompleted contracts

Short-term investments

Prepaid expenses and other current assets

23 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 111,918 shares and

111,775 shares issued and outstanding at March 31, 2020 and December 31, 2019,

111,775 shares issued and outstanding at June 30, 2020 and December 31, 2019,

Additional paid-in capital

12 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

Site development

18 unchanged sentences

Loss from extinguishment of debt, net

Other income (expense), net

Other (expense) income, net

Total other expense, net

(Loss) income before income taxes

Income (loss) before income taxes

Benefit (provision) for income taxes

Net (loss) income

Net loss attributable to noncontrolling interests

Net (loss) income attributable to SBA Communications

Net (loss) income per common share attributable to SBA

Net income (loss)

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to SBA Communications

Net income (loss) per common share attributable to SBA

Communications Corporation:

Weighted average number of common shares

(1) Includes non-cash compensation of $ 15,553 and $ 22,605 for the three months ended March 31, 2020 and 2019, respectively.

(1) Includes non-cash compensation of $ 18,131 and $ 24,131 for the three months ended June 30, 2020 and 2019, respectively, and $ 33,684 and $ 46,736 for the six months ended June 30, 2020 and 2019, respectively.

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

3 unchanged sentences

For the three months

ended March 31,

Net (loss) income

For the six months

ended June 30,

Net income (loss)

Unrealized loss on interest rate swaps

Foreign currency translation adjustments

Comprehensive (loss) income

Comprehensive loss attributable to noncontrolling interests

Comprehensive (loss) income attributable to SBA

Comprehensive income (loss)

Comprehensive (income) loss attributable to noncontrolling interests

Comprehensive income (loss) attributable to SBA

Communications Corporation

5 unchanged sentences

Shareholders'

Equity (Deficit)

BALANCE, March 31, 2020

( 5,943,386 )

( 4,317,231 )

Net income (loss) attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Unrealized loss on interest rate swaps

Foreign currency translation adjustments

attributable to SBA Communications

Dividends on common stock

Adjustment to fair value related to

noncontrolling interests

BALANCE, June 30, 2020

( 5,972,657 )

( 4,304,992 )

Comprehensive

Shareholders'

Equity (Deficit)

BALANCE, March 31, 2019

( 5,131,347 )

( 3,302,781 )

Net income (loss) attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Unrealized loss on interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

attributable to SBA Communications

BALANCE, June 30, 2019

( 5,193,942 )

( 3,339,346 )

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Comprehensive

Shareholders'

Equity (Deficit)

BALANCE, December 31, 2019

1 unchanged sentence

( 3,667,007 )

Net loss attributable to SBA

Net income (loss) attributable to SBA

Communications Corporation

6 unchanged sentences

Foreign currency translation adjustments

attributable to SBA Communications

Dividends on common stock

1 unchanged sentence

noncontrolling interests

BALANCE, March 31, 2020

BALANCE, June 30, 2020

( 5,972,657 )

2 unchanged sentences

Shareholders'

Equity (Deficit)

BALANCE, December 31, 2018

1 unchanged sentence

( 3,376,823 )

Net income attributable to SBA

Net income (loss) attributable to SBA

Communications Corporation

5 unchanged sentences

Unrealized loss on interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

attributable to SBA Communications

Impact of adoption of ASU 2016-02

related to leases

BALANCE, March 31, 2019

BALANCE, June 30, 2019

( 5,193,942 )

4 unchanged sentences

(unaudited) (in thousands)

For the three months ended March 31,

For the six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Amortization of deferred financing fees

Loss on remeasurement of U.S.

Loss (gain) on remeasurement of U.S.

dollar denominated intercompany loans

14 unchanged sentences

Purchase of investments

( 1,135,026 )

Proceeds from sale of investments

4 unchanged sentences

Repayments under Revolving Credit Facility

( 1,005,000 )

Proceeds from issuance of Senior Notes, net of fees

Repayment of Senior Notes

Proceeds from employee stock purchase/stock option plans

Payments related to taxes on stock options and restricted stock units

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

Repurchase and retirement of common stock

11 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

26 unchanged sentences

In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statement of Operations as settlement is anticipated or planned in the foreseeable future.

The Company recorded a $ 152.8 million loss and a $ 1.4 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2020 and 2019, respectively, due to changes in foreign exchange rates.

As of March 31, 2020 and December 31, 2019, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 915.1 million and $ 899.7 million, respectively.

The Company recorded a $ 20.4 million loss and a $ 6.0 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended June 30, 2020 and 2019, respectively, and a $ 173.2 million loss and a $ 4.6 million gain, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2020 and 2019, respectively, due to changes in foreign exchange rates.

As of June 30, 2020 and December 31, 2019, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 915.1 million and $ 899.7 million, respectively.

On January 20, 2020, the World Health Organization declared a “public health emergency of international concern” related to the emergence of the Coronavirus (“COVID-19”) outbreak which could negatively affect the global economy.

As of March 31, 2020, the Company has experienced minimal impact to its business or the consolidated financial statements.

As of June 30, 2020, the Company has experienced minimal impact to its business or the consolidated financial statements from COVID-19.

The extent to which COVID-19 could adversely affect the Company’s future business operations will depend on future developments such as the duration of the outbreak, new information on the severity of COVID-19, and methods taken to contain or treat the outbreak of COVID-19.

13 unchanged sentences

Balances are written off when determined to be uncollectible.

Reference Rate Reform

ASU 2020-04, Reference Rate Reform, provides 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.

The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.

As of June 30, 2020, the Company has not modified any contracts as a result of reference rate reform and is evaluating the impact this standard may have on its consolidated financial statements.

FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis — The Company’s earnout liabilities related to business combinations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Accrued expenses in the Consolidated Balance Sheets.

Changes in estimates are recorded in Acquisition and new business initiatives related adjustments and expenses in the Consolidated Statements of Operations.

The Company determines the fair value of earnouts (contingent consideration) and any subsequent changes in fair value using a discounted probability-weighted approach using Level 3 inputs.

Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets.

The maximum potential obligation related to the performance targets for acquisitions, which have not been recorded on the Company’s Consolidated Balance Sheet, were $ 27.8 million and $ 29.7 million as of March 31, 2020 and December 31, 2019, respectively.

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.

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.

6 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

Asset impairment (1)

5 unchanged sentences

The Company’s estimate of its short term investments are based primarily upon Level 1 reported market values.

As of March 31, 2020 and December 31, 2019, the Company had $ 0.8 million and $ 0.5 million of short-term investments, respectively.

For the three months ended March 31, 2020, the Company purchased and sold $ 610.0 million of short-term investments.

As of June 30, 2020 and December 31, 2019, the Company had $ 225.9 million and $ 0.5 million of short-term investments.

For the three

months ended June 30, 2020, the Company purchased $ 525.0 million and sold $ 300.0 million of short-term investments.

For the six months ended June 30, 2020, the Company purchased $ 1.1 billion and sold $ 0.9 billion of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices.

5 unchanged sentences

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

March 31, 2020

June 30, 2020

December 31, 2019

15 unchanged sentences

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations.

As of March 31, 2020 and December 31, 2019, the Company had $ 41.5 million and $ 41.7 million in surety, payment and performance bonds, respectively, for which no collateral was required to be posted.

As of June 30, 2020 and December 31, 2019, the Company had $ 41.3 million and $ 41.7 million in surety, payment and performance bonds, respectively, for which no collateral was required to be posted.

The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements.

As of March 31, 2020 and December 31, 2019, the Company had also pledged $ 2.3 million as collateral related to its workers compensation policy.

As of June 30, 2020 and December 31, 2019, the Company had also pledged $ 2.3 million as collateral related to its workers’ compensation policy.

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

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

March 31, 2020

June 30, 2020

December 31, 2019

4 unchanged sentences

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

March 31, 2020

June 30, 2020

December 31, 2019

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

At March 31, 2020 and December 31, 2019, eight customers comprised 93.3 % and 94.4 % of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, respectively.

At June 30, 2020 and December 31, 2019, eight customers comprised 95.8 % and 94.4 % of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, respectively.

PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

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

March 31, 2020

June 30, 2020

December 31, 2019

5 unchanged sentences

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

March 31, 2020

June 30, 2020

December 31, 2019

6 unchanged sentences

Total other assets

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

The following table summarizes the Company’s acquisition activity:

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands)

2 unchanged sentences

Total cash acquisition capital expenditures

(1) The three months ended March 31, 2019 excludes $ 1.7 million of acquisition costs funded through the issuance of 10,000 shares of Class A common stock.

(2) In addition, the Company paid $ 1.7 million and $ 3.8 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended March 31, 2020 and 2019, respectively.

(1) The six months ended June 30, 2019 excludes $ 1.7 million of acquisition costs funded through the issuance of 10,000 shares of Class A common stock.

(2) In addition, the Company paid $ 1.6 million and $ 3.5 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended June 30, 2020 and 2019, respectively, and paid $ 3.6 million and $ 6.7 million for ground lease extensions and term easements on land underlying the Company’s towers during the six

months ended June 30, 2020 and 2019, respectively.

The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

During the three months ended March 31, 2020, the Company allocated the purchase price of 69 acquired towers and related assets and liabilities consisting of $ 11.3 million of property and equipment, $ 69.0 million of intangible assets, and $ 2.0 million of other net assets and liabilities assumed.

All acquisitions in the three months ended March 31, 2020 were accounted for as asset acquisitions.

During the six months ended June 30, 2020, the Company allocated the purchase price of 85 acquired towers and related assets and liabilities consisting of $ 12.9 million of property and equipment, $ 82.3 million of intangible assets, and $ 4.2 million of other net assets and liabilities assumed.

All acquisitions in the three and six months ended June 30, 2020 were accounted for as asset acquisitions.

Subsequent to June 30, 2020, the Company acquired 25 towers and related assets and one data center for $ 61.6 million in cash.

The maximum potential obligation related to the performance targets for acquisitions, which have not been recorded on the Company’s Consolidated Balance Sheet, were $ 27.1 million and $ 29.7 million as of June 30, 2020 and December 31, 2019, respectively.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

March 31, 2020

June 30, 2020

December 31, 2019

10 unchanged sentences

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

Depreciation expense was $ 71.8 million and $ 69.2 million for the three months ended March 31, 2020 and 2019, respectively.

At March 31, 2020 and December 31, 2019, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 7.4 million and $ 14.7 million, respectively.

Depreciation expense was $ 71.3 million and $ 69.5 million for the three months ended June 30, 2020 and 2019, respectively, and $ 143.2 million and $ 138.6 million for the six months ended June 30, 2020 and 2019, respectively.

At June 30, 2020 and December 31, 2019, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 8.9 million and $ 14.7 million, respectively.

INTANGIBLE ASSETS, NET

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

As of March 31, 2020

As of June 30, 2020

As of December 31, 2019

10 unchanged sentences

All intangible assets noted above are included in the Company’s site leasing segment.

Amortization expense relating to the intangible assets above was $ 110.7 million and $ 101.8 million for the three months ended March 31, 2020 and 2019, respectively.

Amortization expense relating to the intangible assets above was $ 107.4 million and $ 102.0 million for the three months ended June 30, 2020 and 2019, respectively, and $ 218.0 million and $ 203.8 million for the six months ended June 30, 2020 and 2019, respectively.

ACCRUED EXPENSES

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

March 31, 2020

June 30, 2020

December 31, 2019

5 unchanged sentences

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

March 31, 2020

June 30, 2020

December 31, 2019

17 unchanged sentences

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

For the three months ended March 31,

March 31, 2020

For the three months ended June 30,

For the six months ended June 30,

June 30, 2020

(in thousands)

13 unchanged sentences

(1) The 2018 Term Loan has a blended rate of 3.464 % which includes the impact of the interest rate swaps entered into in 2019 which swapped $ 1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 3.78 % per annum through the maturity date of the 2018 Term Loan.

Excluding the impact of the interest rate swaps, the 2018 Term Loan was accruing interest at 2.74 % as of March 31, 2020.

Excluding the impact of the interest rate swaps, the 2018 Term Loan was accruing interest at 1.93 % as of June 30, 2020.

(2) The 2014-1C Tower Securities, which was repaid September 13, 2019, accrued interest at 2.898 %.

1 unchanged sentence

Revolving Credit Facility under the Senior Credit Agreement

During the three months ended March 31, 2020, the Company borrowed $ 500.0 million and repaid $ 505.0 million of the outstanding balance under the Revolving Credit Facility.

As of March 31, 2020, the balance outstanding under the Revolving Credit Facility was $ 485.0 million.

During the three months ended June 30, 2020, the Company borrowed $ 15.0 million and repaid $ 500.0 million of the outstanding balance under the Revolving Credit Facility.

During the six months ended June 30, 2020, the Company borrowed $ 515.0 million and repaid $ 1.0 billion of the outstanding balance under the Revolving Credit Facility.

As of June 30, 2020, the Company had no amount outstanding under the $ 1.25 billion Revolving Credit Facility.

In addition, SBA Senior Finance II was required to pay a commitment fee of 0.25 % per annum on the amount of the unused commitment.

As of March 31, 2020, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to March 31, 2020, the Company borrowed $ 15.0 million and repaid $ 120.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, $ 380.0 million was outstanding under the Revolving Credit Facility.

As of June 30, 2020, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

As of the date of this filing, the Company had no amount outstanding under the Revolving Credit Facility.

Term Loan under the Senior Credit Agreement

During the three months ended March 31, 2020, the Company repaid an aggregate of $ 6.0 million of principal on the 2018 Term Loan.

As of March 31, 2020, the 2018 Term Loan had a principal balance of $ 2.4 billion.

During the three and six months ended June 30, 2020, the Company repaid an aggregate of $ 6.0 million and $ 12.0 million, respectively, of principal on the 2018 Term Loan.

As of June 30, 2020, the 2018 Term Loan had a principal balance of $ 2.4 billion.

Secured Tower Revenue Securities

As of March 31, 2020, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

As of June 30, 2020, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

The sole asset of the Trust (defined below) consists of a non-recourse mortgage loan made in favor of the Borrowers.

2020 Tower Securities

On July 14, 2020, the Company, through a New York common law trust (the “Trust”), issued $ 750.0 million of 1.884 % Secured Tower Revenue Securities Series 2020-1C which have an anticipated repayment date of January 9, 2026 and a final maturity date of July 11, 2050 (the “2020-1C Tower Securities”) and $ 600.0 million of 2.328 % Secured Tower Revenue Securities Series 2020-2C which have an anticipated repayment date of January 11, 2028 and a final maturity date of July 9, 2052 (the “2020-2C Tower

Securities”) (collectively the “2020 Tower Securities”).

The aggregate $ 1.35 billion of 2020 Tower Securities have a blended interest rate of 2.081 % and a weighted average life through the anticipated repayment date of 6.4 years.

Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2015-1C Tower Securities ($ 500.0 million) and the 2016-1C Tower Securities ($ 700.0 million).

The remaining net proceeds were used for general corporate purposes.

The Company has incurred deferred financing fees of $ 13.6 million to date in relation to this transaction which are being amortized through the anticipated repayment date of the 2020 Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 71.1 million of Secured Tower Revenue Securities Series 2020-2R issued by the Trust.

These securities have an anticipated repayment date of January 11, 2028 and a final maturity date of July 9, 2052 (the “2020-2R Tower Securities”).

The fixed interest rate on the 2020-2R Tower Securities is 4.336 % per annum, payable monthly.

Principal and interest payments made on the 2020-2R Tower Securities eliminate in consolidation.

2014 Senior Notes

On February 20, 2020, the Company redeemed the entire $ 750.0 million balance on the 2014 Senior Notes with proceeds from the 2020 Senior Notes (defined below).

On February 20, 2020, the Company redeemed the entire $ 750.0 million balance of the 2014 Senior Notes with proceeds from the 2020 Senior Notes (defined below).

In addition, the Company paid a $ 9.1 million call premium and expensed $ 7.7 million for the write-off of the original issue discount and financing fees related to the redemption of the 2014 Senior Notes which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

2020 Senior Notes

On February 4, 2020, the Company issued $ 1.0 billion of unsecured senior notes due February 15, 2027 (the “2020 Senior Notes”).

The 2020 Senior Notes accrue interest at a rate of 3.875 % per annum.

On February 4, 2020, the Company issued $ 1.0 billion of unsecured senior notes at par value (the “2020-1 Senior Notes”).

On May 26, 2020, the Company issued $ 500.0 million of additional unsecured senior notes under the same indenture at 99.500 % of par value (the “2020-2 Senior Notes”).

These notes, collectively the “2020 Senior Notes,” accrue interest at a rate of 3.875 % per annum and are due February 15, 2027 .

Interest on the 2020 Senior Notes is due semi-annually on February 15 and August 15 of each year, beginning on August 15, 2020.

The Company incurred financing fees of $ 11.5 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 2014 Senior Notes and repay a portion of the amount outstanding under the Revolving Credit Facility.

Net proceeds from these offerings were used to redeem all of the outstanding principal amount of the 2014 Senior Notes, repay amounts outstanding under the Revolving Credit Facility, and for general corporate purposes.

The Company incurred financing fees of $ 17.3 million to date in relation to these transactions, which are being amortized through the maturity date.

The 2020 Senior Notes are subject to redemption in whole or in part on or after February 15, 2023 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest.

12 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

Total number of shares purchased (in millions) (1)

2 unchanged sentences

(1) Amounts are calculated based on the trade date.

This differs from the Consolidated Statements of Cash Flows which calculate share repurchases based on the settlement date and includes an additional $ 3.3 million spent to repurchase 13,870 shares which settled on January 2, 2020.

As of March 31, 2020, the Company paid the following cash dividend:

For the six months ended June 30, 2020, this differs from the Consolidated Statements of Cash Flows which calculate share repurchases based on the settlement date and includes an additional $ 3.3 million spent to repurchase 13,870 shares which settled on January 2, 2020.

As of June 30, 2020, the Company paid the following cash dividends:

Payable to Shareholders

7 unchanged sentences

March 26, 2020

Subsequent to March 31, 2020, the Company declared the following cash dividend:

$ 52.0 million

June 18, 2020

Subsequent to June 30, 2020, the Company declared the following cash dividends:

Payable to Shareholders

3 unchanged sentences

Date to be Paid

June 18, 2020

August 3, 2020

August 25, 2020

September 22, 2020

STOCK-BASED COMPENSATION

10 unchanged sentences

On February 25, 2020, the Company’s 2010 Performance and Equity Incentive Plan (the “2010 Plan”) expired by its terms.

On May 14, 2020, the Company’s shareholders approved the 2020 Performance and Equity Incentive Plan (the “2020 Plan”) which provides for the issuance of a maximum of 3.0 million shares of the Company’s Class A common stock (of which approximately 3.0 million shares remain available for future issuance as of June 30, 2020).

The 2020 Plan also provides for the issuance of additional shares of Class A common stock (a) subject to awards granted under the 2010 Plan that may become available for issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery of the shares or (b) which become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Class A common stock.

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below.

The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life.

The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option

The risk-free rate is based on the U.S.

1 unchanged sentence

The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

For the three months ended

For the six months ended

Risk free interest rate

1.84 % - 2.47 %

Dividend yield

1 unchanged sentence

Expected lives

The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2020 as follows (dollars and shares in thousands, except for per share data):

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2020 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

4 unchanged sentences

Forfeited/canceled

Outstanding at March 31, 2020

Exercisable at March 31, 2020

Unvested at March 31, 2020

The weighted-average per share fair value of options granted during the three months ended March 31, 2020 was $ 41.09 .

The total intrinsic value for options exercised during the three months ended March 31, 2020 was $ 145.7 million.

Outstanding at June 30, 2020

Exercisable at June 30, 2020

Unvested at June 30, 2020

The weighted-average per share fair value of options granted during the six months ended June 30, 2020 was $ 41.09 .

The total intrinsic value for options exercised during the six months ended June 30, 2020 was $ 211.2 million.

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2020:

The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2020:

Weighted-Average

8 unchanged sentences

Forfeited/canceled

Outstanding at March 31, 2020

Outstanding at June 30, 2020

(1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period.

3 unchanged sentences

taxable REIT subsidiary (“TRS”).

The Company has concluded that it is not more likely than not that its deferred tax assets will be realized and has

recorded a full valuation allowance.

The TRS has concluded that it is not more likely than not that its deferred tax assets will be realized and has recorded a full valuation allowance.

A foreign tax provision is recognized because certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

4 unchanged sentences

federal income tax on earnings, if any, from assets and operations held through its TRSs.

These assets and operations currently consist primarily of the Company’s site development services and its international operations.

These assets and operations currently consist

primarily of the Company’s site development services and its international operations.

The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located.

14 unchanged sentences

Int'l Site

For the three months ended March 31, 2020

For the three months ended June 30, 2020

(in thousands)

9 unchanged sentences

and other income (expense))

Income before income taxes

Cash capital expenditures (3)

For the three months ended June 30, 2019

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense (principally interest expense

and other income (expense))

Income before income taxes

Cash capital expenditures (3)

Domestic Site

Int'l Site

For the six months ended June 30, 2020

(in thousands)

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense (principally interest expense

and other income (expense))

Loss before income taxes

Cash capital expenditures (3)

For the three months ended March 31, 2019

For the six months ended June 30, 2019

Cost of revenues (2)

13 unchanged sentences

(in thousands)

As of March 31, 2020

As of June 30, 2020

As of December 31, 2019

(1) Assets in Other consist primarily of general corporate assets.

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

(2) Excludes depreciation, amortization, and accretion.

1 unchanged sentence

Other than Brazil, no foreign country represented a material amount of the Company’s total revenues in any of the periods presented.

Site leasing revenue in Brazil was $ 63.1 million and $ 56.0 million for the three months ended March 31, 2020 and 2019, respectively.

Total long-lived assets in Brazil were $ 1,069.2 million and $ 1,404.1 million as of March 31, 2020 and December 31, 2019, respectively.

Site leasing revenue in Brazil was $ 115.3 million and $ 111.9 million for the six months ended June 30, 2020 and 2019, respectively.

Total long-lived assets in Brazil were $ 1.0 billion and $ 1.4 billion as of June 30, 2020 and December 31, 2019, respectively.

EARNINGS PER SHARE

1 unchanged sentence

Diluted earnings per share was calculated by dividing net income (loss) attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding adjusted for any dilutive 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 (loss) per common share attributable to common shareholders for the three months ended March 31, 2020 and 2019 (in thousands, except per share data):

The following table sets forth basic and diluted net income (loss) per common share attributable to common shareholders for the three and six months ended June 30, 2020 and 2019 (in thousands, except per share data):

For the three months

ended March 31,

Net (loss) income attributable to SBA

For the six months

ended June 30,

Net income (loss) attributable to SBA

Communications Corporation

2 unchanged sentences

Diluted weighted-average shares outstanding

Net (loss) income per common share attributable to SBA

Net income (loss) per common share attributable to SBA

Communications Corporation:

For the three months ended March 31, 2020, all potential common stock equivalents, including 3.7 million shares of stock options outstanding, 0.3 million shares of RSUs outstanding, and 0.1 million shares of PSUs outstanding, were excluded as the effect would be anti-dilutive.

For the three months ended March 31, 2019, the diluted weighted average number of common shares outstanding excluded an additional 0.4 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the three months ended June 30, 2020, the diluted weighted average number of common shares outstanding excluded an additional 3,467 shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the six months ended June 30, 2020, all potential common stock equivalents, including 3.3 million shares of stock options outstanding, 0.3 million shares of RSUs outstanding, and 0.1 million shares of PSUs outstanding, were excluded as the effect would be anti-dilutive.

For the three and six months ended June 30, 2019, the diluted weighted average number of common shares outstanding excluded an additional 0.7 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

REDEEMABLE NONCONTROLLING INTERESTS

1 unchanged sentence

As a result of the transaction, the Company has consolidated the results of the entity into its financial statements.

As of March 31, 2020, the fair market value of the 6 % noncontrolling interest was $ 14.5 million.

As of June 30, 2020, the fair market value of the 6 % noncontrolling interest was $ 14.3 million.

The fair value assigned to the redeemable noncontrolling interest is estimated using Level 3 inputs.

7 unchanged sentences

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 components of the redeemable noncontrolling interest as of March 31, 2020 are as follows (in thousands):

The components of the redeemable noncontrolling interest are as follows (in thousands):

For the three months ended

For the six months ended

June 30, 2020

Beginning balance

Purchase of noncontrolling interests

Additional investment

Foreign currency translation adjustments

5 unchanged sentences

The Company has an interest rate swap which has been designated as a cash flow hedge.

As of March 31, 2020, the hedge remains highly effective;

As of June 30, 2020, the hedge remains highly effective;

therefore, subsequent changes in the fair value are recorded in Accumulated other comprehensive loss, net.

5 unchanged sentences

The cash flows associated with all of 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 interest rate swaps on the Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019.

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019.

Fair Value as of

8 unchanged sentences

Other long-term liabilities

The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three months ended March 31, 2020 and 2019.

For the three months

ended March 31,

For the six months

ended June 30,

Cash Flow Hedge - Interest Rate Swap Agreement

6 unchanged sentences

Change in fair value recorded in Other income (expense), net

On August 6, 2020, the Company terminated an interest rate swap designated as a hedged instrument in exchange for a payment of $ 176.2 million.

On the same date, the Company entered into an interest rate swap with $ 1.95 billion of notional value receiving interest at one month LIBOR for a fixed rate of 0.1239 % per annum settled monthly through the maturity date of the 2018 Term Loan.

CONCENTRATION OF CREDIT RISK

The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service providers and federal and state government agencies.

The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends, and other information.

The Company performs periodic credit evaluations of its customers’ financial

condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends, and other information.

The Company generally does not require collateral.

Subsequent to March 31, 2020, T-Mobile finalized a merger with Sprint.

For the three months ended March 31, 2020, T-Mobile and Sprint represented 17.7 % and 15.6 % of the Company’s total revenue, respectively.

For the three months ended March 31,

2020, T-Mobile and Sprint represented 22.0 % and 19.0 % of the Company’s total domestic site leasing revenue, respectively, and 24.9 % and 29.7 % of the Company’s site development revenue.

On April 1, 2020, T-Mobile finalized a merger with Sprint and now operates as T-Mobile.

For the three months ended June 30, 2020, T-Mobile represented 40.4 % of the Company’s total domestic site leasing revenue and 53.0 % of the Company’s site development revenue.

For the six months ended June 30, 2020, T-Mobile represented 40.8 % of the Company’s total domestic site leasing revenue and 53.8 % of the Company’s site development revenue.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements