What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-05 compared with 2021-05-06 · 236 added, 120 removed, 529 unchanged (40% of the section changed)

33 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 109,534 shares and

109,819 shares issued and outstanding at March 31, 2021 and December 31, 2020,

109,819 shares issued and outstanding at June 30, 2021 and December 31, 2020,

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 expense, net

Total other expense, net

Loss before income taxes

Benefit for income taxes

Net loss attributable to noncontrolling interests

Net loss attributable to SBA Communications

Net loss per common share attributable to SBA

Other income (expense), net

Total other income (expense), net

Income (loss) before income taxes

(Provision) benefit for income taxes

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 $ 19,584 and $ 15,553 for the three months ended March 31, 2021 and 2020, respectively.

(1) Includes non-cash compensation of $ 21,077 and $ 18,131 for the three months ended June 30, 2021 and 2020, respectively, and $ 40,661 and $ 33,684 for the six months ended June 30, 2021 and 2020, respectively.

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

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited) (in thousands)

For the three months

ended March 31,

For the six months

ended June 30,

Net income (loss)

Adjustments related to interest rate swaps

Foreign currency translation adjustments

Comprehensive loss

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss 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'

BALANCE, March 31, 2021

( 6,848,313 )

( 5,045,177 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

BALANCE, June 30, 2021

( 6,759,382 )

( 4,839,742 )

Comprehensive

Shareholders'

BALANCE, March 31, 2020

( 5,943,386 )

( 4,317,231 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Adjustment to fair value related to

noncontrolling interests

BALANCE, June 30, 2020

( 5,972,657 )

( 4,304,992 )

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Comprehensive

Shareholders'

BALANCE, December 31, 2020

1 unchanged sentence

( 4,824,382 )

Net loss attributable to SBA

Net income attributable to SBA

Communications Corporation

8 unchanged sentences

Dividends and dividend equivalents

on common stock

Adjustment to fair value related to

noncontrolling interests

BALANCE, March 31, 2020

BALANCE, June 30, 2021

( 6,759,382 )

19 unchanged sentences

noncontrolling interests

BALANCE, March 31, 2021

BALANCE, June 30, 2020

( 5,972,657 )

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:

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, accretion, and amortization

Loss on remeasurement of U.S.

(Gain) loss on remeasurement of U.S.

dollar denominated intercompany loans

2 unchanged sentences

Loss from extinguishment of debt

Deferred income tax benefit

Deferred income tax expense (benefit)

Other non-cash items reflected in the Statements of Operations

13 unchanged sentences

Purchase of investments

( 1,135,026 )

Proceeds from sale of investments

5 unchanged sentences

Repayments under Revolving Credit Facility

( 1,105,000 )

( 1,005,000 )

Proceeds from issuance of Senior Notes, net of fees

Repayment of Senior Notes

Proceeds from issuance of Tower Securities, net of fees

Repayment of Tower Securities

Repurchase and retirement of common stock

Payment of dividends on common stock

Proceeds from employee stock purchase/stock option plans

Payments related to taxes on net settlement of stock options and restricted stock units

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

Other financing activities

9 unchanged sentences

(unaudited) (in thousands)

For the three months ended March 31,

For the six months ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

18 unchanged sentences

dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period.

Unrealized remeasurement gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit.

Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit.

For foreign subsidiaries where the U.S.

4 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 Statements of Operations as settlement is anticipated or planned in the foreseeable future.

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.

During the three months ended March 31, 2021, the Company repaid $ 116.3 million of the intercompany loan.

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.

The Company recorded a $ 73.6 million gain and a $ 20.4 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended June 30, 2021 and 2020, respectively, and a $ 16.6 million gain and a $ 173.2 million loss, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2021 and 2020, respectively, due to changes in foreign exchange rates.

During the six months ended June 30, 2021, the Company repaid $ 116.3 million of the intercompany loans.

As of June 30, 2021 and December 31, 2020, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 794.1 million and $ 909.8 million, respectively.

Reference Rate Reform

5 unchanged sentences

the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023.

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.

On July 7, 2021, the Company amended its Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

Refer to Note 10 for further discussion of the Credit Facility.

As of June 30, 2021, other than modifications to the Credit Facility, 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

ended March 31,

For the six months

ended June 30,

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.

The Company’s long term investments were $ 55.5 million and $ 57.6 million as of March 31, 2021 and December 31, 2020, respectively.

The Company’s long-term investments were $ 51.9 million and $ 57.6 million as of June 30, 2021 and December 31, 2020, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

Some of these investments provide for the Company to increase their investment in the future through call options exercisable by the Company and put options exercisable by the investee.

5 unchanged sentences

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.

As of March 31, 2021 and December 31, 2020, the Company had $ 0.7 million of short-term investments, respectively.

For the three months ended March 31, 2021, the Company purchased and sold $ 755.0 million of short-term investments.

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

As of June 30, 2021 and December 31, 2020, the Company had $ 0.8 million and $ 0.7 million of short-term investments, respectively.

For the six months ended June 30, 2021, the Company purchased and sold $ 755.1 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.

4 unchanged sentences

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

March 31, 2021

June 30, 2021

December 31, 2020

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, 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.

As of June 30, 2021 and December 31, 2020, the Company had $ 41.9 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.

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.

As of June 30, 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:

March 31, 2021

June 30, 2021

December 31, 2020

4 unchanged sentences

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

March 31, 2021

June 30, 2021

December 31, 2020

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

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.

As of June 30, 2021 and December 31, 2020, the eight largest customers comprised 98.9 % 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:

March 31, 2021

June 30, 2021

December 31, 2020

6 unchanged sentences

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

March 31, 2021

June 30, 2021

December 31, 2020

10 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands)

3 unchanged sentences

Total cash acquisition capital expenditures

(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.

(1) The six months ended June 30, 2021 includes $ 77.1 million of acquisitions completed during the fourth quarter of 2020 which were not funded until the first quarter of 2021.

(2) During the six months ended June 30, 2021, the Company acquired the exclusive right to lease and operate 699 utility transmission structures, which included existing wireless tenant licenses from PG&E for $ 955.8 million.

The difference between the agreed upon purchase price of $ 955.8 million and the cash acquisition amount is due to working capital adjustments.

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.

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.

(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 payments associated with the right of use of these structures has been fully funded and will be recognized over 70 years.

(3) In addition, the Company paid $ 3.6 million and $ 1.6 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended June 30, 2021 and 2020, respectively, and paid $ 6.4 million and $ 3.6 million for ground lease extensions and term easements on land underlying the Company’s towers during the six months ended June 30, 2021 and 2020, respectively.

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

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.

In the three months ended March 31, 2021, all acquisitions were accounted for as asset acquisitions.

Subsequent to March 31, 2021, the Company acquired 17 tower and related assets for $ 6.0 million in cash.

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.

During the six months ended June 30, 2021, in addition to the acquisition of right-of-use assets, the Company allocated the purchase price of 89 acquired towers and related assets and liabilities consisting of $ 7.8 million of property and equipment, $ 76.4

million of intangible assets, and $ 84.7 million of other net assets and liabilities assumed.

In the six months ended June 30, 2021, all acquisitions were accounted for as asset acquisitions.

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

The maximum potential obligation related to contingent consideration for acquisitions were $ 17.1 million and $ 35.0 million as of June 30, 2021 and December 31, 2020, respectively.

No such amounts have been recorded on the Company’s Consolidated Balance Sheet.

1 unchanged sentence

Property and equipment, net consists of the following:

March 31, 2021

June 30, 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.

Depreciation expense was $ 71.5 million and $ 71.8 million for the three months ended March 31, 2021 and 2020, respectively.

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.

Depreciation expense was $ 68.2 million and $ 71.3 million for the three months ended June 30, 2021 and 2020, respectively, and $ 139.8 million and $ 143.2 million for the six months ended June 30, 2021 and 2020, respectively.

At June 30, 2021 and December 31, 2020, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 7.0 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:

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

12 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 $ 109.8 million and $ 110.7 million for the three months ended March 31, 2021 and 2020, respectively.

Amortization expense relating to the intangible assets above was $ 103.2 million and $ 107.4 million for the three months ended June 30, 2021 and 2020, respectively, and $ 212.9 million and $ 218.0 million for the six months ended June 30, 2021 and 2020, respectively.

ACCRUED EXPENSES

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

March 31, 2021

June 30, 2021

December 31, 2020

5 unchanged sentences

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

March 31, 2021

June 30, 2021

December 31, 2020

9 unchanged sentences

2020-2C Tower Securities (2)

2021-1C Tower Securities (2)

2016 Senior Notes

4 unchanged sentences

Total long-term debt, net of current maturities

(1) On July 7, 2021, the Company amended its Revolving Credit Facility to extend the maturity date to July 7, 2026 as well as amend certain other terms and conditions under the Senior Credit Agreement.

For further discussion of the amendments, refer to “Revolving Credit Facility under the Senior Credit Agreement” below.

(2) The maturity date represents the anticipated repayment date for each issuance.

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,

For the three months ended June 30,

For the six months ended June 30,

(in thousands)

Revolving Credit Facility

9 unchanged sentences

2020-2C Tower Securities

2021-1C Tower Securities

2014 Senior Notes

4 unchanged sentences

(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.

Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 1.860 % as of March 31, 2021.

Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 1.860 % as of June 30, 2021.

Refer to Note 17 for more information on the Company’s interest rate swap.

Revolving Credit Facility under the Senior Credit Agreement

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.

As of March 31, 2021, the balance outstanding under the Revolving Credit Facility was $ 590.0 million accruing interest at 1.590 % per annum.

On July 7, 2021, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, amended its Revolving Credit Facility to (1) increase the total commitments under the Facility from $ 1.25 billion to $ 1.5 billion, (2) extend the maturity date of the Facility to July 7, 2026 , (3) lower the applicable interest rate margins and commitment fees under the Facility, (4) provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate , (5) incorporate sustainability-linked targets which will adjust the Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets, and (6) amend certain other terms and conditions under the Senior Credit Agreement.

As amended, the Revolving Credit Facility consists of a revolving loan under which up to $ 1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing.

Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement.

In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15 % and 0.25 % per annum on the amount of unused commitment.

During the three months ended June 30, 2021, the Company borrowed $ 100.0 million and repaid $ 605.0 million of the outstanding balance under the Revolving Credit Facility.

During the six months ended June 30, 2021, the Company borrowed $ 810.0 million and repaid $ 1.1 billion of the outstanding balance under the Revolving Credit Facility.

As of June 30, 2021, the balance outstanding under the Revolving Credit Facility was $ 85.0 million accruing interest at 1.600 % per annum.

In addition, SBA Senior Finance II 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.

As of March 31, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to March 31, 2021, the Company repaid $ 95.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, $ 495.0 million was outstanding under the Revolving Credit Facility.

As of June 30, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to June 30, 2021, the Company repaid $ 85.0 million of the outstanding balance under the Revolving Credit Facility.

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

Term Loan under the Senior Credit Agreement

During the three months ended March 31, 2021, the Company repaid an aggregate of $ 6.0 million of principal on the 2018 Term Loan.

As of March 31, 2021, the 2018 Term Loan had a principal balance of $ 2.3 billion.

During the three and six months ended June 30, 2021, 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, 2021, the 2018 Term Loan had a principal balance of $ 2.3 billion.

Secured Tower Revenue Securities

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.

2021 -1C Tower Securities

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”).

This transaction is expected to close May 14, 2021.

The 2021-1C Tower Securities have a fixed interest rate of 1.631 % per annum, payable monthly.

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.

On May 14, 2021 , the Company , through a New York common law trust (the “Trust”), issued $ 1.165 billion of Secured Tower Revenue Securities Series 2021-1C which have an anticipated repayment date of November 9, 2026 and a final maturity date of May 9, 2051 (the “2021-1C Tower Securities ”).

The fixed interest rate on the 2021-1C Tower Securities is 1.631 % per annum, payable monthly.

Net proceeds from this offering were 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.

The Company has incurred deferred financing fees of $ 12.4 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2021-1C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 61.4 million of Secured Tower Revenue Securities Series 2021-1R issued by the Trust.

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.

Principal and interest payments made on the 2021-1R Tower Securities will eliminate in consolidation.

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.

Principal and interest payments made on the 2021-1R Tower Securities eliminate in consolidation.

As of June 30, 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 consists of a non-recourse mortgage loan made in favor of the Borrowers.

2021 Senior Notes

7 unchanged sentences

The Company may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices:

February 1, 2024 at 101.563 %, February 1, 2025 at 100.781 %, or February 1,

2026 until maturity at 100.000 %, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

February 1, 2024 at 101.563 %, February 1, 2025 at 100.781 %, or February 1, 2026 until maturity at 100.000 %, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

2017 Senior Notes

6 unchanged sentences

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.

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.

The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities using its automatic shelf registration statement on Form S-3.

No securities were issued under this automatic shelf registration statement through the date of this filing.

7 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 and differ from the Consolidated Statements of Cash Flows which calculate share repurchases based on the settlement date .

As of March 31, 2021, the Company paid the following cash dividends:

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

Payable to Shareholders

7 unchanged sentences

March 26, 2021

April 26, 2021

$ 63.4 million

June 15, 2021

Dividends paid in 2021 and 2020 were ordinary income.

Subsequent to March 31, 2021, the Company declared the following cash dividends:

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

Payable to Shareholders

3 unchanged sentences

Date to be Paid

April 26, 2021

June 15, 2021

August 1, 2021

August 26, 2021

September 23, 2021

STOCK-BASED COMPENSATION

Stock Options

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):

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2021 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

4 unchanged sentences

Forfeited/canceled

Outstanding at March 31, 2021

Exercisable at March 31, 2021

Unvested at March 31, 2021

The total intrinsic value for options exercised during the three months ended March 31, 2021 was $ 9.5 million.

Outstanding at June 30, 2021

Exercisable at June 30, 2021

Unvested at June 30, 2021

The total intrinsic value for options exercised during the six months ended June 30, 2021 was $ 44.8 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, 2021:

The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2021:

Weighted-Average

8 unchanged sentences

Forfeited/canceled

Outstanding at March 31, 2021

Outstanding at June 30, 2021

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

7 unchanged sentences

As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S.

federal corporate

income tax on that portion of its net income that it distributes to its shareholders.

federal corporate income tax on that portion of its net income that it distributes to its shareholders.

As a REIT, the Company will continue to pay U.S.

17 unchanged sentences

Int'l Site

For the three months ended March 31, 2021

For the three months ended June 30, 2021

(in thousands)

7 unchanged sentences

Operating income (loss)

Other expense (principally interest expense

and other expense)

Loss before income taxes

Other income (expense) (principally interest

expense and other expense)

Income before income taxes

Cash capital expenditures (2)

For the three months ended March 31, 2020

For the three months ended June 30, 2020

Cost of revenues (1)

6 unchanged sentences

Operating income (loss)

Other expense (principally interest expense

and other expense)

Other income (expense) (principally interest

expense and other expense)

Income before income taxes

Cash capital expenditures (2)

Domestic Site

Int'l Site

For the six months ended June 30, 2021

(in thousands)

Cost of revenues (1)

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 income (expense) (principally interest

expense and other expense)

Income before income taxes

Cash capital expenditures (2)

For the six months ended June 30, 2020

Cost of revenues (1)

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 income (expense) (principally interest

expense and other expense)

Loss before income taxes

3 unchanged sentences

(in thousands)

As of March 31, 2021

As of June 30, 2021

As of December 31, 2020

2 unchanged sentences

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

For the three months ended March 31, 2021 and 2020, site leasing revenue in Brazil was $ 55.4 million and $ 63.1 million, respectively.

For the six months ended June 30, 2021 and 2020, site leasing revenue in Brazil was $ 113.8 million and $ 115.3 million, respectively.

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

Total long-lived assets in Brazil were $ 0.9 billion and $ 1.0 billion as of March 31, 2021 and December 31, 2020, respectively.

Total long-lived assets in Brazil were $ 1.0 billion as of June 30, 2021 and December 31, 2020.

EARNINGS PER SHARE

1 unchanged sentence

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.

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):

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, 2021 and 2020 (in thousands, except per share data):

For the three months

ended March 31,

Net loss attributable to SBA

For the six months

ended June 30,

Net income (loss) attributable to SBA

Communications Corporation

Basic and diluted weighted-average shares outstanding

Net loss per common share attributable to SBA

Basic weighted-average shares outstanding

Dilutive impact of stock options, RSUs, and PSUs

Diluted weighted-average shares outstanding

Net income (loss) per common share attributable to SBA

Communications Corporation:

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.

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.

For the three months ended June 30, 2021 and 2020, the diluted weighted average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the six months ended June 30, 2021, the diluted weighted average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the six months ended June 30, 2020, all potential common stock equivalents, including 3.3 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

3 unchanged sentences

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.

The parties are currently in litigation regarding various issues arising in connection

with the closing of the transaction.

The parties are currently in litigation regarding various issues arising in connection with the closing of the transaction.

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.

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.

The fair value assigned to the redeemable noncontrolling interest as of June 30, 2021 is based on the contractually-defined redemption value, which was delivered as closing consideration for the remaining 6 % interest.

In accordance with the terms of the call option, the amount of closing consideration was fixed upon exercise of the call option.

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.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage.

At each reporting period, 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.

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).

As of March 31, 2021, the loss attributable to the 6% interest was immaterial.

For the six months ended June 30, 2021, the loss attributable to the 6 % interest was immaterial.

DERIVATIVES AND HEDGING ACTIVITIES

1 unchanged sentence

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.

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.

2018 Term Loan.

The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan.

As of March 31, 2021, the hedge remains highly effective;

As of June 30, 2021, the hedge remains highly effective;

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

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.

As of June 30, 2021 and December 31, 2020, the interest rate swap has a fair value of $ 38.0 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.

1 unchanged sentence

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 .

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.

Accumulated other comprehensive loss, net includes an aggregate of $ 92.5 million and $ 140.9 million of accumulated derivative net losses as of June 30, 2021 and December 31, 2020, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.

1 unchanged sentence

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.

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

ended March 31,

For the six months

ended June 30,

Cash Flow Hedge - Interest Rate Swap Agreement

7 unchanged sentences

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