2 unchanged sentences
CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
−Removed: September 30,
Current assets:
7 unchanged sentences
Intangible assets, net
−Removed: Right-of-use assets, net
+Added: Operating lease right-of-use assets, net
+Added: Acquired and other right-of-use assets, net
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
18 unchanged sentences
Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 109,331 shares and
−Removed: 111,775 shares issued and outstanding at September 30, 2020 and December 31, 2019,
+Added: 109,819 shares issued and outstanding at March 31, 2021 and December 31, 2020,
Additional paid-in capital
12 unchanged sentences
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
+Added: ended March 31,
Site development
20 unchanged sentences
Total other expense, net
−Removed: Income (loss) before income taxes
−Removed: Benefit (provision) for income taxes
−Removed: Net income (loss)
−Removed: Net (income) loss attributable to noncontrolling interests
−Removed: Net income (loss) attributable to SBA Communications
−Removed: Net income (loss) per common share attributable to SBA
+Added: Loss before income taxes
+Added: Benefit for income taxes
+Added: Net loss attributable to noncontrolling interests
+Added: Net loss attributable to SBA Communications
+Added: Net loss per common share attributable to SBA
Communications Corporation:
Weighted average number of common shares
−Removed: (1) Includes non-cash compensation of $ 16,606 and $ 12,281 for the three months ended September 30, 2020 and 2019, respectively, and $ 50,291 and $ 59,017 for the nine months ended September 30, 2020 and 2019, respectively.
+Added: (1) Includes non-cash compensation of $ 19,584 and $ 15,553 for the three months ended March 31, 2021 and 2020, respectively.
The accompanying condensed notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited) (in thousands)
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
−Removed: Net income (loss)
+Added: ended March 31,
Adjustments related to interest rate swaps
Foreign currency translation adjustments
−Removed: Comprehensive income (loss)
−Removed: Comprehensive (income) loss attributable to noncontrolling interests
−Removed: Comprehensive income (loss) attributable to SBA
+Added: Comprehensive loss
+Added: Comprehensive loss attributable to noncontrolling interests
+Added: Comprehensive loss attributable to SBA
Communications Corporation
5 unchanged sentences
Shareholders'
−Removed: Equity (Deficit)
−Removed: BALANCE, June 30, 2020
+Added: BALANCE, December 31, 2019
( 5,560,695 )
( 3,667,007 )
−Removed: Net income attributable to SBA
+Added: Net loss attributable to SBA
Communications Corporation
7 unchanged sentences
attributable to SBA Communications
−Removed: Dividends on common stock
+Added: Dividends and dividend equivalents
Adjustment to fair value related to
noncontrolling interests
−Removed: BALANCE, September 30, 2020
−Removed: ( 6,177,879 )
−Removed: ( 4,486,398 )
−Removed: Comprehensive
−Removed: Shareholders'
−Removed: Equity (Deficit)
−Removed: BALANCE, June 30, 2019
−Removed: ( 5,193,942 )
−Removed: ( 3,339,346 )
−Removed: Net income attributable to SBA
−Removed: Communications Corporation
−Removed: Common stock issued in connection with equity
−Removed: awards and stock purchase plans, offset
−Removed: by the impact of net share settlements
−Removed: Non-cash stock compensation
−Removed: Adjustments related to interest rate swaps
−Removed: Repurchase and retirement of common stock
−Removed: Foreign currency translation adjustments
−Removed: attributable to SBA Communications
−Removed: Dividends on common stock
−Removed: BALANCE, September 30, 2019
+Added: BALANCE, March 31, 2020
( 5,943,386 )
( 4,317,230 )
−Removed: SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
−Removed: (unaudited) (in thousands)
Comprehensive
Shareholders'
−Removed: Equity (Deficit)
BALANCE, December 31, 2020
11 unchanged sentences
attributable to SBA Communications
−Removed: Dividends on common stock
+Added: Dividends and dividend equivalents
+Added: on common stock
Adjustment to fair value related to
noncontrolling interests
−Removed: BALANCE, September 30, 2020
−Removed: ( 6,177,879 )
−Removed: ( 4,486,398 )
−Removed: Comprehensive
−Removed: Shareholders'
−Removed: Equity (Deficit)
−Removed: BALANCE, December 31, 2018
−Removed: ( 5,136,368 )
−Removed: ( 3,376,823 )
−Removed: Net income attributable to SBA
−Removed: Communications Corporation
−Removed: Common stock issued in connection with equity
−Removed: awards and stock purchase plans, offset
−Removed: by the impact of net share settlements
−Removed: Non-cash stock compensation
−Removed: Common stock issued in connection with
−Removed: Adjustments related to interest rate swaps
−Removed: Repurchase and retirement of common stock
−Removed: Foreign currency translation adjustments
−Removed: attributable to SBA Communications
−Removed: Impact of adoption of ASU 2016-02
−Removed: related to leases
−Removed: Dividends on common stock
−Removed: BALANCE, September 30, 2019
+Added: BALANCE, March 31, 2021
( 6,848,313 )
4 unchanged sentences
(unaudited) (in thousands)
−Removed: For the nine months ended September 30,
+Added: For the three months ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion, and amortization
4 unchanged sentences
Loss from extinguishment of debt
−Removed: Deferred income tax (benefit) expense
+Added: Deferred income tax benefit
Other non-cash items reflected in the Statements of Operations
10 unchanged sentences
CASH FLOWS FROM INVESTING ACTIVITIES:
+Added: ( 1,052,676 )
Capital expenditures
Purchase of investments
−Removed: ( 1,288,267 )
Proceeds from sale of investments
1 unchanged sentence
Net cash used in investing activities
+Added: ( 1,076,584 )
CASH FLOWS FROM FINANCING ACTIVITIES:
1 unchanged sentence
Repayments under Revolving Credit Facility
−Removed: ( 1,005,000 )
Proceeds from issuance of Senior Notes, net of fees
Repayment of Senior Notes
−Removed: Proceeds from issuance of Tower Securities, net of fees
−Removed: Repayment of Tower Securities
−Removed: ( 1,200,000 )
−Removed: Termination of interest rate swap
−Removed: Proceeds from employee stock purchase/stock option plans, net of taxes
Repurchase and retirement of common stock
Payment of dividends on common stock
+Added: Proceeds from employee stock purchase/stock option plans
+Added: Payments related to taxes on net settlement of stock options and restricted stock units
Other financing activities
−Removed: Net cash used in financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
6 unchanged sentences
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (in thousands)
−Removed: For the nine months ended September 30,
+Added: (unaudited) (in thousands)
+Added: For the three months ended March 31,
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
4 unchanged sentences
Right-of-use assets obtained in exchange for new finance lease liabilities
−Removed: Common stock issued in connection with acquisitions
−Removed: Consolidation of an equity method investment
The accompanying condensed notes are an integral part of these consolidated financial statements.
16 unchanged sentences
dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year.
−Removed: Unrealized translation gains and losses are reported as other income (expense), net in the Consolidated Statements of Operations.
+Added: Remeasurement gains and losses are reported as other income (expense), net in the Consolidated Statements of Operations.
Intercompany Loans Subject to Remeasurement
In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future.
−Removed: The Company recorded a $ 25.4 million loss and a $ 21.0 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2020 and 2019, respectively, and a $ 198.6 million loss and a $ 16.3 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2020 and 2019, respectively, due to changes in foreign exchange rates.
−Removed: As of September 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 $ 935.3 million and $ 899.7 million, respectively.
−Removed: Credit Losses
−Removed: Effective January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) prospectively.
−Removed: ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.
−Removed: The amendment requires entities to consider forward-looking information to estimate expected credit losses over the lifetime of the asset, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance.
−Removed: The impact of the adoption of ASU 2016-13 was not material individually or in the aggregate to the Company.
−Removed: ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”) clarified that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842.
−Removed: The Company is exposed to credit losses which are subject to this standard primarily through the site development business segment which provides consulting and construction related services.
−Removed: The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivables.
−Removed: Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected considers aging of the accounts receivable
−Removed: balances and the financial condition of customers.
−Removed: Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.
−Removed: The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions.
−Removed: Balances are written off when determined to be uncollectible.
+Added: The Company recorded a $ 57.0 million loss and a $ 152.8 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2021 and 2020, respectively, due to changes in foreign exchange rates.
+Added: During the three months ended March 31, 2021, the Company repaid $ 116.3 million of the intercompany loan.
+Added: As of March 31, 2021 and December 31, 2020, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 793.7 million and $ 909.8 million, respectively.
Reference Rate Reform
−Removed: 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.
+Added: 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.
−Removed: The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: As of September 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.
+Added: An entity may elect to apply the amendments prospectively through December 31, 2022.
+Added: The ICE Benchmark Administration Limited (“IBA”) intends to cease the publication of USD LIBOR as follows:
+Added: the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023.
+Added: As of March 31, 2021, 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
9 unchanged sentences
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
+Added: ended March 31,
Asset impairment (1)
3 unchanged sentences
(1) Represents impairment charges resulting from the Company’s regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.
−Removed: The Company’s long term investments were $ 60.0 million and $ 13.3 million as of September 30, 2020 and December 31, 2019, respectively, which are classified within other assets on the Consolidated Balance Sheets.
−Removed: These investments are accounted for under the cost and equity method.
−Removed: The Company periodically reviews these investments for impairment.
+Added: The Company’s long term investments were $ 55.5 million and $ 57.6 million as of March 31, 2021 and December 31, 2020, respectively.
+Added: Some of these investments provide for the Company to increase their investment in the future through call options exercisable by the Company and put options exercisable by the investee.
+Added: These put and call options are recorded at fair market value.
+Added: The estimation of the fair value of the investment involves the use of Level 3 inputs.
+Added: The Company evaluates these investments for indicators of impairment.
The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors.
If indicators exist and the fair value of the investment is below the carrying amount, the investment could be impaired.
−Removed: The estimation of the fair value of the investment involves the use of Level 3 inputs.
Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the shorter maturity of these instruments.
The Company’s estimate of its short term investments are based primarily upon Level 1 reported market values.
−Removed: September 30, 2020 and December 31, 2019, the Company had $ 4.9 million and $ 0.5 million of short-term investments, which are classified within prepaid expenses and other current assets on the Consolidated Balance Sheets.
+Added: As of March 31, 2021 and December 31, 2020, the Company had $ 0.7 million of short-term investments, respectively.
+Added: For the three months ended March 31, 2021, the Company purchased and sold $ 755.0 million 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.
−Removed: The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the interest payments are based on Eurodollar rates that reset monthly or more frequently.
−Removed: The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate was set for the Revolving Credit Facility ( 112.5 to 175.0 basis points).
+Added: The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate was set for the Revolving Credit Facility ( 112.5 to 175.0 basis points).
Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.
2 unchanged sentences
The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
9 unchanged sentences
Total cash, cash equivalents, and restricted cash
−Removed: (1) Increase is due to the timing of customer payments.
Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees.
4 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.
−Removed: As of September 30, 2020 and December 31, 2019, the Company had $ 41.6 million and $ 41.7 million in surety, payment and performance bonds, respectively, for which no collateral was required to be posted.
+Added: As of March 31, 2021 and December 31, 2020, the Company had $ 42.0 million and $ 41.8 million in surety and 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.
−Removed: As of September 30, 2020 and December 31, 2019, the Company had also pledged $ 2.3 million as collateral related to its workers’ compensation policy.
+Added: As of March 31, 2021 and December 31, 2020, 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:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
4 unchanged sentences
These amounts are included in the Consolidated Balance Sheets under the following captions:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
3 unchanged sentences
uncompleted contracts (included in Other current liabilities)
−Removed: At September 30, 2020 and December 31, 2019, eight customers comprised 98.4 % 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.
+Added: As of March 31, 2021 and December 31, 2020, the eight largest customers comprised 99.5 % and 99.4 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.
PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS
The Company’s prepaid expenses and other current assets are comprised of the following:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
3 unchanged sentences
Prepaid taxes
+Added: Other current assets
Total prepaid expenses and other current assets
The Company’s other assets are comprised of the following:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
10 unchanged sentences
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
+Added: ended March 31,
(in thousands)
Acquisitions of towers and related intangible assets
+Added: Acquisition of right-of-use assets (1)
Land buyouts and other assets (2)
Total cash acquisition capital expenditures
−Removed: (1) The nine months ended September 30, 2019 excludes $ 1.7 million of acquisition costs funded through the issuance of 10,000 shares of Class A common stock.
−Removed: (2) In addition, the Company paid $ 2.3 million and $ 7.0 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended September 30, 2020 and 2019, respectively, and paid $ 5.9 million and $ 13.1 million for ground lease extensions and term easements on land underlying the Company’s towers during the nine months ended September 30, 2020 and 2019, respectively.
+Added: (1) On February 16, 2021, the Company acquired the exclusive right to lease and operate 697 utility transmission structures, which included existing wireless tenant licenses from PG&E for $ 954.0 million.
+Added: The difference between the agreed upon purchase price of $ 954.0 million and the cash acquisition amount is due to working capital adjustments.
+Added: The Company accounted for the payment with respect to these sites as a right-of-use asset, which is recorded in Acquired and other right of use assets, net on its Consolidated Balance Sheets.
+Added: The payments associated with the right of use of these structures has been fully funded and will be recognized over a weighted-average period of approximately 70 years.
+Added: (2) In addition, the Company paid $ 2.8 million and $ 1.7 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended March 31, 2021 and 2020, respectively.
The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.
−Removed: Includes amounts paid related to the acquisition of data centers for the nine months ended September 30, 2020 and 2019.
−Removed: During the nine months ended September 30, 2020, the Company allocated the purchase price of 129 acquired towers and related assets and liabilities consisting of $ 16.7 million of property and equipment, $ 100.3 million of intangible assets, and $ 4.4 million of other net assets and liabilities assumed.
−Removed: All acquisitions in the three and nine months ended September 30, 2020 were accounted for as asset acquisitions.
−Removed: Subsequent to September 30, 2020, the Company acquired 54 towers and related assets for $ 14.6 million in cash.
−Removed: The maximum potential obligation related to the performance targets for acquisitions, which have not been recorded on the Company’s Consolidated Balance Sheet, were $ 24.9 million and $ 29.7 million as of September 30, 2020 and December 31, 2019, respectively.
+Added: During the three months ended March 31, 2021, the Company allocated the purchase price of 34 acquired towers and related assets and liabilities consisting of $ 2.2 million of property and equipment, $ 21.1 million of intangible assets, and $ 78.4 million of other net assets and liabilities assumed.
+Added: In the three months ended March 31, 2021, all acquisitions were accounted for as asset acquisitions.
+Added: Subsequent to March 31, 2021, the Company acquired 17 tower and related assets for $ 6.0 million in cash.
+Added: The maximum potential obligation related to contingent consideration for acquisitions was $ 18.3 million and $ 35.0 million as of March 31, 2021 and December 31, 2020, respectively.
+Added: No such amounts have been recorded on the Company’s Consolidated Balance Sheet.
PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
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.
−Removed: Depreciation expense was $ 71.8 million and $ 71.4 million for the three months ended September 30, 2020 and 2019, respectively, and $ 215.0 million and $ 210.1 million for the nine months ended September 30, 2020 and 2019, respectively.
−Removed: At September 30, 2020 and December 31, 2019, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 7.0 million and $ 14.7 million, respectively.
+Added: Depreciation expense was $ 71.5 million and $ 71.8 million for the three months ended March 31, 2021 and 2020, respectively.
+Added: At March 31, 2021 and December 31, 2020, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 5.3 million and $ 6.1 million, respectively.
INTANGIBLE ASSETS, NET
The following table provides the gross and net carrying amounts for each major class of intangible assets:
−Removed: As of September 30, 2020
+Added: As of March 31, 2021
As of December 31, 2020
6 unchanged sentences
Network location intangibles
+Added: ( 1,043,943 )
+Added: ( 1,020,236 )
Intangible assets, net
2 unchanged sentences
All intangible assets noted above are included in the Company’s site leasing segment.
−Removed: Amortization expense relating to the intangible assets above was $ 108.2 million and $ 103.5 million for the three months ended September 30, 2020 and 2019, respectively, and $ 326.2 million and $ 307.3 million for the nine months ended September 30, 2020 and 2019, respectively.
+Added: Amortization expense relating to the intangible assets above was $ 109.8 million and $ 110.7 million for the three months ended March 31, 2021 and 2020, respectively.
ACCRUED EXPENSES
The Company’s accrued expenses are comprised of the following:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
5 unchanged sentences
The principal values, fair values, and carrying values of debt consist of the following (in thousands):
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
9 unchanged sentences
2020-2C Tower Securities (1)
−Removed: 2020-1C Tower Securities (1)
−Removed: 2020-2C Tower Securities (1)
2016 Senior Notes
6 unchanged sentences
The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
−Removed: For the three months ended September 30,
−Removed: For the nine months ended September 30,
−Removed: September 30,
−Removed: (in thousands)
+Added: For the three months ended March 31,
Revolving Credit Facility
1 unchanged sentence
2013-2C Tower Securities
−Removed: 2014 Tower Securities (2)
2014-2C Tower Securities
5 unchanged sentences
2020-1C Tower Securities
+Added: 2020-2C Tower Securities
2014 Senior Notes
2 unchanged sentences
2020 Senior Notes
+Added: 2021 Senior Notes
(1) The 2018 Term Loan has a blended rate of 1.872 %, which includes the impact of the interest rate swap entered into on August 4, 2020, which swapped $ 1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874 % per annum through the maturity date of the 2018 Term Loan.
−Removed: Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 1.900 % as of September 30, 2020.
+Added: Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 1.860 % as of March 31, 2021.
Refer to Note 17 for more information on the Company’s interest rate swap.
−Removed: (2) The 2014-1C Tower Securities, which was repaid September 13, 2019, accrued interest at 2.898 %.
−Removed: The 2014-2C Tower Securities accrue interest at 3.869 %.
Revolving Credit Facility under the Senior Credit Agreement
−Removed: During the three months ended September 30, 2020, no amounts were borrowed or repaid under the Revolving Credit Facility.
−Removed: During the nine months ended September 30, 2020, the Company borrowed $ 515.0 million and repaid $ 1.0 billion of the outstanding balance under the Revolving Credit Facility.
−Removed: As of September 30, 2020, the Company had no amount outstanding under the $ 1.25 billion Revolving Credit Facility.
+Added: During the three months ended March 31, 2021, the Company borrowed $ 710.0 million and repaid $ 500.0 million of the outstanding balance under the Revolving Credit Facility.
+Added: As of March 31, 2021, the balance outstanding under the Revolving Credit Facility was $ 590.0 million accruing interest at 1.590 % per annum.
In addition, SBA Senior Finance II LLC, the Company’s wholly owned subsidiary (“SBA Senior Finance II”) was required to pay a commitment fee of 0.20 % per annum on the amount of the unused commitment.
−Removed: As of September 30, 2020, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
−Removed: As of the date of this filing, the Company had no amount outstanding under the Revolving Credit Facility.
+Added: As of March 31, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
+Added: Subsequent to March 31, 2021, the Company repaid $ 95.0 million of the outstanding balance under the Revolving Credit Facility.
+Added: As of the date of this filing, $ 495.0 million was outstanding under the Revolving Credit Facility.
Term Loan under the Senior Credit Agreement
−Removed: During the three and nine months ended September 30, 2020, the Company repaid an aggregate of $ 6.0 million and $ 18.0 million, respectively, of principal on the 2018 Term Loan.
−Removed: As of September 30, 2020, the 2018 Term Loan had a principal balance of $ 2.3 billion.
−Removed: On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, terminated its existing $ 1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a payment of $ 176.2 million.
−Removed: On the same date, the Company entered into an interest rate swap for $ 1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874 % per annum through the maturity date of the 2018 Term Loan.
−Removed: Refer to Note 17 for more information on the Company’s interest rate swaps.
+Added: During the three months ended March 31, 2021, the Company repaid an aggregate of $ 6.0 million of principal on the 2018 Term Loan.
+Added: As of March 31, 2021, the 2018 Term Loan had a principal balance of $ 2.3 billion.
Secured Tower Revenue Securities
−Removed: As of September 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.
+Added: As of March 31, 2021, 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.
−Removed: 2020 Tower Securities
−Removed: 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”).
−Removed: 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.
−Removed: 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).
−Removed: The remaining net proceeds were used for general corporate purposes.
−Removed: The Company has incurred deferred financing fees of $ 14.0 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2020 Tower Securities.
−Removed: 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.
−Removed: 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”).
+Added: 2021-1C Tower Securities
+Added: On April 29, 2021, the Company, through the Trust, priced $ 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”).
+Added: This transaction is expected to close May 14, 2021.
+Added: The 2021-1C Tower Securities have a fixed interest rate of 1.631 % per annum, payable monthly.
+Added: 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, will purchase $ 61.4 million of Secured Tower Revenue Securities Series 2021-1R issued by the Trust.
+Added: These securities have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1R Tower Securities”).
The fixed interest rate on the 2021-1R Tower Securities is 3.625 % per annum, payable monthly.
−Removed: Principal and interest payments made on the 2020-2R Tower Securities eliminate in consolidation.
+Added: Principal and interest payments made on the 2021-1R Tower Securities will eliminate in consolidation.
+Added: Net proceeds from this offering will be 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.
2021 Senior Notes
−Removed: On February 4, 2020, the Company issued $ 1.0 billion of unsecured senior notes at par value (the “2020-1 Senior Notes”).
−Removed: 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”).
−Removed: These notes, collectively the “2020 Senior Notes,” accrue interest at a rate of 3.875 % per annum and are due February 15, 2027 .
+Added: On January 29, 2021, the Company issued $ 1.5 billion of unsecured senior notes due February 1, 2029 at par value (the “2021 Senior Notes”).
+Added: 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.
−Removed: The Company incurred financing fees of $ 18.0 million in relation to these transactions, which are being amortized through the maturity date.
−Removed: 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.
−Removed: 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 Statements of Operations.
+Added: The Company incurred financing fees of $ 14.3 million to date in relation to this transaction, which are being amortized through the maturity date.
+Added: 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.
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.
1 unchanged sentence
The Company may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices:
−Removed: February 15, 2023 at 101.938 %, February 15, 2024 at 100.969 %, or February 15, 2025 until maturity at 100.000 %, of the principal amount of the 2020 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
+Added: February 1, 2024 at 101.563 %, February 1, 2025 at 100.781 %, or February 1,
+Added: 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.
+Added: 2017 Senior Notes
+Added: On February 11, 2021, the Company redeemed the entire $ 750.0 million balance of the 2017 Senior Notes with proceeds from the 2021 Senior Notes.
+Added: In addition, the Company paid a $ 7.5 million call premium and expensed $ 4.2 million for the write-off of financing fees related to the redemption of the 2017 Senior Notes, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
SHAREHOLDERS’ EQUITY
2 unchanged sentences
Registration of Additional Shares
−Removed: On August 6, 2020, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering 3.4 million shares of the Company’s Class A common stock, consisting of 3.0 million shares of Common Stock issuable under the 2020 Performance and Equity Incentive Plan (the “2020 Plan”) and 400,000 shares of Common Stock subject to awards granted under the 2010 Performance and Equity Incentive Plan (the “2010 Plan”) that may become available for issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery of the shares.
+Added: On February 26, 2021, the Company filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3, which enables the Company to issue shares of its Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities.
+Added: The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities under its automatic shelf registration statement on Form S-3.
+Added: No securities were issued under this automatic shelf registration statement through the date of this filing.
Stock Repurchases
3 unchanged sentences
On November 2, 2020, the Company’s Board of Directors authorized a new $ 1.0 billion stock repurchase plan, replacing the prior plan authorized on July 29, 2019, which had a remaining authorization of $ 124.3 million.
−Removed: As of the date of this filing, the Company had the full $ 1.0 billion of authorization remaining under the new plan.
+Added: As of the date of this filing, the Company had $ 475.1 million authorization remaining under the new plan.
The following is a summary of the Company’s share repurchases:
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
−Removed: Total number of shares purchased (in millions) (1)
−Removed: Average price paid per share (1)
−Removed: Total price paid (in millions) (1)
−Removed: (1) Amounts are calculated based on the trade date.
−Removed: For the nine months ended September 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.
−Removed: Subsequent to September 30, 2020, the Company made the following share repurchases :
+Added: ended March 31,
Total number of shares purchased (in millions) (1)
1 unchanged sentence
Total price paid (in millions) (1)
−Removed: (1) Amounts are calculated based on the trade date.
−Removed: As of September 30, 2020, the Company paid the following cash dividends:
+Added: (1) Amounts are calculated based on the trade date and differ from the Consolidated Statements of Cash Flows, which calculate share repurchases based on the settlement date .
+Added: As of March 31, 2021, the Company paid the following cash dividends:
Payable to Shareholders
7 unchanged sentences
March 26, 2021
−Removed: $ 52.0 million
−Removed: June 18, 2020
−Removed: August 3, 2020
−Removed: August 25, 2020
−Removed: $ 52.0 million
−Removed: September 21, 2020
−Removed: Subsequent to September 30, 2020, the Company declared the following cash dividends:
+Added: Dividends paid in 2021 and 2020 were ordinary income.
+Added: Subsequent to March 31, 2021, the Company declared the following cash dividends:
Payable to Shareholders
3 unchanged sentences
Date to be Paid
−Removed: November 2, 2020
−Removed: November 19, 2020
−Removed: December 17, 2020
+Added: April 26, 2021
+Added: June 15, 2021
STOCK-BASED COMPENSATION
−Removed: Commencing with the 2020 equity award, the Company modified the type of equity granted to certain employees to align long-term compensation with Company performance.
−Removed: Under the new structure, the Company continued to issue RSUs;
−Removed: however, RSUs will now vest ratably over three years rather than four years .
−Removed: The Company further replaced stock options with PSUs which will cliff vest at the end of three years .
−Removed: PSUs have performance metrics for which threshold, target, and maximum parameters are established at the time of the grant.
−Removed: The performance metrics are used to calculate the number of shares that will be issuable when the awards vest, which may range from zero to 200 % of the target amounts.
−Removed: At the end of each three year performance period, the number of shares that vest will depend on the results achieved against the pre-established performance metrics.
−Removed: The Company recognizes compensation expense for RSUs and PSUs on a straight-line basis over the vesting period;
−Removed: however, compensation expense related to certain PSUs are subject to adjustment on performance relative to the established targets.
−Removed: Furthermore, effective with the 2020 grant, RSUs and PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect to shares that actually vest.
−Removed: On February 25, 2020, the Company’s 2010 Plan expired by its terms.
−Removed: On May 14, 2020, the Company’s shareholders approved the 2020 Plan which provides for the issuance of up to 3.0 million shares of the Company’s Class A common stock (of which approximately 3.0 million shares remain available for future issuance as of September 30, 2020), plus additional shares of Class A common stock (a) subject to awards granted under the 2010 Plan that may become available for issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery of the shares or (b) which become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Class A common stock.
Stock Options
−Removed: 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.
−Removed: 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.
−Removed: The risk-free rate is based on the U.S.
−Removed: Treasury yield curve in effect at the time of grant for the estimated life of the option.
−Removed: The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:
−Removed: For the nine months ended
−Removed: September 30,
−Removed: Risk free interest rate
−Removed: 1.37 % - 2.47 %
−Removed: Dividend yield
−Removed: Expected volatility
−Removed: Expected lives
−Removed: The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2020 as follows (dollars and shares in thousands, except for per share data):
+Added: The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2021 as follows (dollars and shares in thousands, except for per share data):
Weighted-Average
4 unchanged sentences
Forfeited/canceled
−Removed: Outstanding at September 30, 2020
−Removed: Exercisable at September 30, 2020
−Removed: Unvested at September 30, 2020
−Removed: The weighted-average per share fair value of options granted during the nine months ended September 30, 2020 was $ 41.09 .
−Removed: The total intrinsic value for options exercised during the nine months ended September 30, 2020 was $ 231.1 million.
+Added: Outstanding at March 31, 2021
+Added: Exercisable at March 31, 2021
+Added: Unvested at March 31, 2021
+Added: The total intrinsic value for options exercised during the three months ended March 31, 2021 was $ 9.5 million.
Restricted Stock Units and Performance-Based Restricted Stock Units
−Removed: The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2020:
+Added: The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2021:
Weighted-Average
8 unchanged sentences
Forfeited/canceled
−Removed: Outstanding at September 30, 2020
+Added: Outstanding at March 31, 2021
(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”).
−Removed: The TRS has concluded that it is not more likely than not that its deferred tax assets will be realized and has
−Removed: recorded a full valuation allowance.
+Added: 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.
1 unchanged sentence
As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S.
−Removed: federal corporate income tax on that portion of its net income that it distributes to its shareholders.
+Added: federal corporate
+Added: income tax on that portion of its net income that it distributes to its shareholders.
As a REIT, the Company will continue to pay U.S.
17 unchanged sentences
Int'l Site
−Removed: For the three months ended September 30, 2020
−Removed: (in thousands)
−Removed: Cost of revenues (1)
−Removed: Operating profit
−Removed: Selling, general, and administrative expenses
−Removed: Acquisition and new business initiatives
−Removed: related adjustments and expenses
−Removed: Asset impairment and decommission costs
−Removed: Depreciation, amortization and accretion
−Removed: Operating income (loss)
−Removed: Other expense (principally interest expense
−Removed: and other income (expense))
−Removed: Income before income taxes
−Removed: Cash capital expenditures (2)
−Removed: For the three months ended September 30, 2019
−Removed: Cost of revenues (1)
−Removed: Operating profit
−Removed: Selling, general, and administrative expenses
−Removed: Acquisition and new business initiatives
−Removed: related adjustments and expenses
−Removed: Asset impairment and decommission costs
−Removed: Depreciation, amortization and accretion
−Removed: Operating income (loss)
−Removed: Other expense (principally interest expense
−Removed: and other income (expense))
−Removed: Income before income taxes
−Removed: Cash capital expenditures (2)
−Removed: Domestic Site
−Removed: Int'l Site
−Removed: For the nine months ended September 30, 2020
+Added: For the three months ended March 31, 2021
(in thousands)
8 unchanged sentences
Other expense (principally interest expense
−Removed: and other income (expense))
+Added: and other expense)
Loss before income taxes
Cash capital expenditures (2)
−Removed: For the nine months ended September 30, 2019
+Added: For the three months ended March 31, 2020
Cost of revenues (1)
7 unchanged sentences
Other expense (principally interest expense
−Removed: and other income (expense))
−Removed: Income before income taxes
+Added: and other expense)
+Added: Loss before income taxes
Cash capital expenditures (2)
2 unchanged sentences
(in thousands)
−Removed: As of September 30, 2020
+Added: As of March 31, 2021
As of December 31, 2020
(1) Excludes depreciation, amortization, and accretion.
−Removed: (2) Includes cash paid for capital expenditures and acquisitions and financing leases.
+Added: (2) Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.
(3) Assets in Other consist primarily of general corporate assets and short-term investments.
+Added: For the three months ended March 31, 2021 and 2020, site leasing revenue in Brazil was $ 55.4 million and $ 63.1 million, respectively.
Other than Brazil, no foreign country represented a material amount of the Company’s total revenues in any of the periods presented.
−Removed: Site leasing revenue in Brazil was $ 167.8 million and $ 168.6 million for the nine months ended September 30, 2020 and 2019, respectively.
−Removed: Total long-lived assets in Brazil were $ 0.9 billion and $ 1.4 billion as of September 30, 2020 and December 31, 2019, respectively.
+Added: Total long-lived assets in Brazil were $ 0.9 billion and $ 1.0 billion as of March 31, 2021 and December 31, 2020, respectively.
EARNINGS PER SHARE
−Removed: Basic earnings per share was computed by dividing net income (loss) attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding for each respective period.
−Removed: 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.
−Removed: The following table sets forth basic and diluted net income (loss) per common share attributable to common shareholders for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share data):
+Added: Basic earnings per share was computed by dividing net loss attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding for each respective period.
+Added: Diluted earnings per share was calculated by dividing net 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.
+Added: 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, 2021 and 2020 (in thousands, except per share data):
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
−Removed: Net income (loss) attributable to SBA
+Added: ended March 31,
+Added: Net loss attributable to SBA
Communications Corporation
−Removed: Basic weighted-average shares outstanding
−Removed: Dilutive impact of stock options, RSUs, and PSUs
−Removed: Diluted weighted-average shares outstanding
−Removed: Net income (loss) per common share attributable to SBA
+Added: Basic and diluted weighted-average shares outstanding
+Added: Net loss per common share attributable to SBA
Communications Corporation:
−Removed: For the three months ended September 30, 2020, the diluted weighted average number of common shares outstanding excluded an additional 1,520 shares issuable upon the vesting of the Company’s RSUs and PSUs because the impact would be anti-dilutive.
−Removed: For the nine months ended September 30, 2020, all potential common stock equivalents, including 3.2 million shares of stock options, 0.3 million shares of RSUs, and 0.1 million shares of PSUs, each issuable upon exercise or vesting, were excluded as the effect would be anti-dilutive.
−Removed: For the three and nine months ended September 30, 2019, the diluted weighted average number of common shares outstanding excluded an additional 8,091 and 18,277 shares, respectively, issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.
+Added: For the three months ended March 31, 2021, all potential common stock equivalents, including 3.1 million shares underlying stock options outstanding, 0.3 million shares underlying RSUs outstanding, and 0.3 million shares underlying PSUs outstanding, were excluded as the effect would be anti-dilutive.
+Added: For the three months ended March 31, 2020, all potential common stock equivalents, including 3.7 million shares underlying stock options outstanding, 0.3 million shares underlying RSUs outstanding, and 0.1 million shares underlying PSUs outstanding, were excluded as the effect would be anti-dilutive.
REDEEMABLE NONCONTROLLING INTERESTS
−Removed: During the third quarter of 2020, the Company noticed its intent to exercise its call option to acquire the remaining 6 % interest in a joint venture in South Africa, operated under the name Atlas Tower South Africa, which the Company expects to close in the fourth quarter of 2020.
−Removed: The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage.
−Removed: At each reporting period, the redeemable noncontrolling interest was recognized at the higher of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, or (2) the contractually-defined redemption value as of the balance sheet date.
−Removed: Adjustments to the carrying amount of redeemable noncontrolling interest were charged against retained earnings (or additional paid-in capital if there were no retained earnings).
−Removed: The components of the redeemable noncontrolling interest are as follows (in thousands):
−Removed: For the three months ended
−Removed: For the nine months ended
−Removed: September 30, 2020
−Removed: September 30, 2020
−Removed: Beginning balance
−Removed: Foreign currency translation adjustments
−Removed: Adjustment to fair value
−Removed: Net income (loss) attributable to noncontrolling interests
−Removed: Ending balance
+Added: As a result of its acquisition of additional interests of a previously unconsolidated joint venture in South Africa which operated under the name Atlas Tower South Africa (“Atlas SA”), the Company has consolidated the results of the entity into its financial statements since August 2019.
+Added: In connection with the acquisition of the additional interest in Atlas SA, the parties agreed to both a put option exercisable by the noncontrolling interest holder and a call option exercisable by the Company for the remaining 6 % minority interest based on a formulaic approach.
+Added: During the third quarter of 2020, the Company noticed its intent to exercise its call option to acquire its remaining 6 % interest in the joint venture.
+Added: On March 25, 2021, the Company remitted $ 13.7 million to the seller as closing consideration for the remaining 6 % interest in the joint venture, subject to an earnout in September 2021 based on the attainment of certain future performance metrics.
+Added: The parties are currently in litigation regarding various issues arising in connection
+Added: with the closing of the transaction.
+Added: Consequently, the Company is retaining the fair value of the acquired 6% noncontrolling interest in Redeemable Noncontrolling Interests until such time as the litigation is resolved.
+Added: The fair value assigned to the redeemable noncontrolling interest as of March 31, 2021 is based on the contractually-defined redemption value, which was delivered as closing consideration for the remaining 6 % interest.
+Added: In accordance with the terms of the call option, the amount of closing consideration was fixed upon exercise of the call option.
+Added: The redeemable noncontrolling interest is recognized at the higher of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder, or (2) the contractually-defined redemption value as of the balance sheet date.
+Added: 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).
+Added: As of March 31, 2021, the loss attributable to the 6% interest was immaterial.
DERIVATIVES AND HEDGING ACTIVITIES
3 unchanged sentences
The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan.
−Removed: As of September 30, 2020, the hedge remains highly effective;
+Added: As of March 31, 2021, the hedge remains highly effective;
therefore, subsequent changes in the fair value are recorded in Accumulated other comprehensive loss, net.
−Removed: As of September 30, 2020, the interest rate swap has a fair value of $ 7.7 million.
+Added: As of March 31, 2021 and December 31, 2020, the interest rate swap has a fair value of $ 43.7 million and $ 12.1 million respectively, and is recorded in Other assets on the Consolidated Balance Sheets.
On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges.
There was no cash transferred in connection with the termination of these swaps.
−Removed: The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining terms which range from 2023 to 2025 .
−Removed: Accumulated other comprehensive loss, net includes an aggregate of $ 156.5 million and $ 42.1 million of accumulated derivative net losses as of September 30, 2020 and December 31, 2019, respectively.
−Removed: Additionally, the Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.
+Added: The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining term end dates, which range from 2023 to 2025 .
+Added: Accumulated other comprehensive loss, net includes an aggregate of $ 98.1 million and $ 140.9 million of accumulated derivative net losses as of March 31, 2021 and December 31, 2020, respectively.
+Added: The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.
The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.
−Removed: The disclosures below provide additional information about the effects of these interest rate swaps on the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), and Consolidated Statements of Shareholders’ Deficit.
The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows with the exception of the termination of interest rate swaps, which are recorded in Net cash used in financing activities.
−Removed: The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.
−Removed: Fair Value as of
−Removed: Balance Sheet
−Removed: September 30,
−Removed: Derivatives Designated as Hedging Instruments
−Removed: (in thousands)
−Removed: Interest rate swap agreements in a fair value asset position
−Removed: Interest rate swap agreement in a fair value liability position
−Removed: Other long-term liabilities
−Removed: Derivatives Not Designated as Hedging Instruments
−Removed: Interest rate swap agreements in a fair value asset position
−Removed: Interest rate swap agreements in a fair value liability position
−Removed: Other long-term liabilities
−Removed: The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and nine month periods ended September 30, 2020 and 2019.
+Added: 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 month periods ended March 31, 2021 and 2020.
For the three months
−Removed: For the nine months
−Removed: ended September 30,
−Removed: ended September 30,
+Added: ended March 31,
Cash Flow Hedge - Interest Rate Swap Agreement
6 unchanged sentences
Change in fair value recorded in Other income (expense), net
−Removed: CONCENTRATION OF CREDIT RISK
−Removed: The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service providers and federal and state government agencies.
−Removed: 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.
−Removed: The Company generally does not require collateral.
−Removed: On April 1, 2020, T-Mobile finalized a merger with Sprint and now operates as T-Mobile.
−Removed: For the three months ended September 30, 2020, T-Mobile represented 40.2 % of the Company’s total domestic site leasing revenue and 67.6 % of the Company’s site development revenue.
−Removed: For the nine months ended September 30, 2020, T-Mobile represented 40.6 % of the Company’s total domestic site leasing revenue and 59.7 % 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.