SBA COMMUNICATIONS CORP 10-Q

ITEM 1: FINANCIAL STATEMENTS SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except par values) June 30, December 31, 2021 2020 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 273,803 $ 308,560 Restricted cash 62,370 31,671 Accounts receivable, net 85,976 74,088 Costs and estimated earnings in excess of billings on uncompleted contracts 33,237 34,796 Prepaid expenses and other current assets 26,840 23,875 Total current assets 482,226 472,990 Property and equipment, net 2,625,097 2,677,326 Intangible assets, net 3,051,616 3,156,150 Operating lease right-of-use assets, net 2,353,365 2,369,358 Acquired and other right-of-use assets, net 956,011 4,202 Other assets 491,998 477,992 Total assets $ 9,960,313 $ 9,158,018 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 34,602 $ 109,969 Accrued expenses 68,655 63,031 Current maturities of long-term debt 24,000 24,000 Deferred revenue 176,996 113,117 Accrued interest 66,392 54,350 Current lease liabilities 242,516 236,037 Other current liabilities 12,845 14,297 Total current liabilities 626,006 614,801 Long-term liabilities: Long-term debt, net 11,908,447 11,071,796 Long-term lease liabilities 2,064,831 2,094,363 Other long-term liabilities 185,594 186,246 Total long-term liabilities 14,158,872 13,352,405 Redeemable noncontrolling interests 15,177 15,194 Shareholders' deficit: Preferred stock - par value $ 0.01 , 30,000 shares authorized, no shares issued or outstanding — — Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 109,534 shares and 109,819 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively 1,095 1,098 Additional paid-in capital 2,657,540 2,586,130 Accumulated deficit ( 6,759,382 ) ( 6,604,028 ) Accumulated other comprehensive loss, net ( 738,995 ) ( 807,582 ) Total shareholders' deficit ( 4,839,742 ) ( 4,824,382 ) Total liabilities, redeemable noncontrolling interests, and shareholders' deficit $ 9,960,313 $ 9,158,018 The accompanying condensed notes are an integral part of these consolidated financial statements. 1 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) For the three months For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Revenues: Site leasing $ 524,095 $ 482,403 $ 1,029,197 $ 974,758 Site development 51,433 24,823 95,069 49,534 Total revenues 575,528 507,226 1,124,266 1,024,292 Operating expenses: Cost of revenues (exclusive of depreciation, accretion, and amortization shown below): Cost of site leasing 95,350 91,598 190,718 187,397 Cost of site development 40,409 19,904 74,815 39,620 Selling, general, and administrative expenses (1) 53,945 49,088 105,546 98,704 Acquisition and new business initiatives related adjustments and expenses 6,794 4,634 11,795 8,433 Asset impairment and decommission costs 3,797 6,242 8,700 20,597 Depreciation, accretion, and amortization 175,469 178,706 359,350 361,285 Total operating expenses 375,764 350,172 750,924 716,036 Operating income 199,764 157,054 373,342 308,256 Other income (expense): Interest income 547 699 1,179 1,584 Interest expense ( 90,544 ) ( 95,687 ) ( 180,639 ) ( 191,538 ) Non-cash interest expense ( 11,812 ) ( 2,337 ) ( 23,615 ) ( 4,743 ) Amortization of deferred financing fees ( 4,865 ) ( 5,188 ) ( 9,755 ) ( 10,328 ) Loss from extinguishment of debt, net ( 2,020 ) — ( 13,672 ) ( 16,864 ) Other income (expense), net 108,849 ( 31,588 ) 20,410 ( 257,885 ) Total other income (expense), net 155 ( 134,101 ) ( 206,092 ) ( 479,774 ) Income (loss) before income taxes 199,919 22,953 167,250 ( 171,518 ) (Provision) benefit for income taxes ( 47,250 ) 165 ( 26,328 ) 66,702 Net income (loss) 152,669 23,118 140,922 ( 104,816 ) Net (income) loss attributable to noncontrolling interests — ( 305 ) — 569 Net income (loss) attributable to SBA Communications Corporation $ 152,669 $ 22,813 $ 140,922 $ ( 104,247 ) Net income (loss) per common share attributable to SBA Communications Corporation: Basic $ 1.40 $ 0.20 $ 1.29 $ ( 0.93 ) Diluted $ 1.37 $ 0.20 $ 1.27 $ ( 0.93 ) Weighted average number of common shares Basic 109,412 111,738 109,441 111,823 Diluted 111,301 113,634 111,210 111,823 (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. 2 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in thousands) For the three months For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Net income (loss) $ 152,669 $ 23,118 $ 140,922 $ ( 104,816 ) Adjustments related to interest rate swaps 5,565 ( 12,684 ) 48,352 ( 115,923 ) Foreign currency translation adjustments 63,869 ( 8,166 ) 20,235 ( 184,193 ) Comprehensive income (loss) 222,103 2,268 209,509 ( 404,932 ) Comprehensive (income) loss attributable to noncontrolling interests — ( 485 ) — 1,573 Comprehensive income (loss) attributable to SBA Communications Corporation $ 222,103 $ 1,783 $ 209,509 $ ( 403,359 ) The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 3 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ DEFICIT (unaudited) (in thousands) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss, Net Deficit BALANCE, March 31, 2021 109,331 $ 1,093 $ 2,610,472 $ ( 6,848,313 ) $ ( 808,429 ) $ ( 5,045,177 ) Net income attributable to SBA Communications Corporation — — — 152,669 — 152,669 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 203 2 25,093 — — 25,095 Non-cash stock compensation — — 21,975 — — 21,975 Adjustments related to interest rate swaps — — — — 5,565 5,565 Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — 63,869 63,869 Dividends and dividend equivalents on common stock — — — ( 63,738 ) — ( 63,738 ) BALANCE, June 30, 2021 109,534 $ 1,095 $ 2,657,540 $ ( 6,759,382 ) $ ( 738,995 ) $ ( 4,839,742 ) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss Deficit BALANCE, March 31, 2020 111,559 $ 1,116 $ 2,471,886 $ ( 5,943,386 ) $ ( 846,847 ) $ ( 4,317,231 ) Net income attributable to SBA Communications Corporation — — — 22,813 — 22,813 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 359 3 42,932 — — 42,935 Non-cash stock compensation — — 18,991 — — 18,991 Adjustments related to interest rate swaps — — — — ( 12,684 ) ( 12,684 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 8,346 ) ( 8,346 ) Dividends and dividend equivalents on common stock — — — ( 52,084 ) — ( 52,084 ) Adjustment to fair value related to noncontrolling interests — — 614 — — 614 BALANCE, June 30, 2020 111,918 $ 1,119 $ 2,534,423 $ ( 5,972,657 ) $ ( 867,877 ) $ ( 4,304,992 ) ‎ 4 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT (unaudited) (in thousands) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss Deficit BALANCE, December 31, 2020 109,819 1,098 2,586,130 ( 6,604,028 ) ( 807,582 ) ( 4,824,382 ) Net income attributable to SBA Communications Corporation — — — 140,922 — 140,922 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 368 4 27,106 — — 27,110 Non-cash stock compensation — — 42,787 — — 42,787 Adjustments related to interest rate swaps — — — — 48,352 48,352 Repurchase and retirement of common stock ( 653 ) ( 7 ) — ( 168,915 ) — ( 168,922 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — 20,235 20,235 Dividends and dividend equivalents on common stock — — — ( 127,361 ) — ( 127,361 ) Adjustment to fair value related to noncontrolling interests — — 1,517 — — 1,517 BALANCE, June 30, 2021 109,534 $ 1,095 $ 2,657,540 $ ( 6,759,382 ) $ ( 738,995 ) $ ( 4,839,742 ) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss Deficit BALANCE, December 31, 2019 111,775 $ 1,118 $ 2,461,335 $ ( 5,560,695 ) $ ( 568,765 ) $ ( 3,667,007 ) Net loss attributable to SBA Communications Corporation — — — ( 104,247 ) — ( 104,247 ) Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 980 9 37,307 — — 37,316 Non-cash stock compensation — — 35,651 — — 35,651 Adjustments related to interest rate swaps — — — — ( 115,923 ) ( 115,923 ) Repurchase and retirement of common stock ( 837 ) ( 8 ) — ( 203,322 ) — ( 203,330 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 183,189 ) ( 183,189 ) Dividends and dividend equivalents on common stock — — — ( 104,393 ) — ( 104,393 ) Adjustment to fair value related to noncontrolling interests — — 130 — — 130 BALANCE, June 30, 2020 111,918 $ 1,119 $ 2,534,423 $ ( 5,972,657 ) $ ( 867,877 ) $ ( 4,304,992 ) The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 5 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) For the six months ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 140,922 $ ( 104,816 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, accretion, and amortization 359,350 361,285 (Gain) loss on remeasurement of U.S. dollar denominated intercompany loans ( 25,044 ) 261,308 Non-cash compensation expense 42,066 34,857 Non-cash asset impairment and decommission costs 8,289 20,160 Loss from extinguishment of debt 12,672 16,864 Deferred income tax expense (benefit) 14,159 ( 77,707 ) Other non-cash items reflected in the Statements of Operations 37,829 10,339 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net 6,582 34,127 Prepaid expenses and other assets ( 2,595 ) 1,979 Operating lease right-of-use assets, net 56,995 59,559 Accounts payable and accrued expenses 3,099 4,093 Accrued interest 12,042 ( 474 ) Long-term lease liabilities ( 54,772 ) ( 49,828 ) Other liabilities 26,688 20,672 Net cash provided by operating activities 638,282 592,418 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions ( 1,129,851 ) ( 119,035 ) Capital expenditures ( 55,375 ) ( 66,979 ) Purchase of investments ( 755,176 ) ( 1,135,026 ) Proceeds from sale of investments 755,063 910,000 Other investing activities 585 ( 2,930 ) Net cash used in investing activities ( 1,184,754 ) ( 413,970 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 810,000 515,000 Repayments under Revolving Credit Facility ( 1,105,000 ) ( 1,005,000 ) Proceeds from issuance of Senior Notes, net of fees 1,485,512 1,480,206 Repayment of Senior Notes ( 757,500 ) ( 759,143 ) Proceeds from issuance of Tower Securities, net of fees 1,152,631 — Repayment of Tower Securities ( 760,000 ) — Repurchase and retirement of common stock ( 168,922 ) ( 203,330 ) Payment of dividends on common stock ( 126,893 ) ( 104,171 ) Proceeds from employee stock purchase/stock option plans, net of taxes 27,140 37,316 Other financing activities ( 11,574 ) ( 12,999 ) Net cash provided by (used in) financing activities 545,394 ( 52,121 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 2,920 ) ( 15,809 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 3,998 ) 110,518 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Beginning of period 342,808 141,120 End of period $ 338,810 $ 251,638 The accompanying condensed notes are an integral part of these consolidated financial statements. 6 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) For the six months ended June 30, 2021 2020 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 169,509 $ 191,929 Income taxes $ 15,766 $ 8,940 SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: Right-of-use assets obtained in exchange for new operating lease liabilities $ 22,397 $ 12,269 Operating lease modifications and reassessments $ 9,049 $ 20,501 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,765 $ 893 The accompanying condensed notes are an integral part of these consolidated financial statements. ‎ 7 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amounts, when known, may vary from these estimates. Foreign Currency Translation All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit. For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as other income (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. 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 ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. An entity may elect to apply the amendments prospectively through December 31, 2022. The ICE Benchmark Administration Limited (“IBA”) intends to cease the publication of USD LIBOR as follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors on June 30, 2023. On July 7, 2021, 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. 8 Table of Contents 2. FAIR VALUE MEASUREMENTS Items Measured at Fair Value on a Recurring Basis — The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model. Refer to Note 16 for discussion of the Company’s redeemable non-controlling interests. Items Measured at Fair Value on a Nonrecurring Basis — The Company’s long-lived and intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. The Company considers many factors and makes certain assumptions when making this assessment, including, but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived and intangible assets is calculated using a discounted cash flow model. Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs (in thousands): For the three months For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Asset impairment (1) $ 2,211 $ 5,424 $ 5,366 $ 16,432 Write-off of carrying value of decommissioned towers 1,264 739 2,592 3,439 Other (including third party decommission costs) 322 79 742 726 Total asset impairment and decommission costs $ 3,797 $ 6,242 $ 8,700 $ 20,597 (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 $ 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. These put and call options are recorded at fair market value. The estimation of the fair value of the investment involves the use of Level 3 inputs. 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. 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 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. 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 150.0 basis points). Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments. For discussion of the Company’s derivatives and hedging activities, refer to Note 17. ‎ 9 Table of Contents 3. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following: As of As of June 30, 2021 December 31, 2020 Included on Balance Sheet (in thousands) Cash and cash equivalents $ 273,803 $ 308,560 Securitization escrow accounts 62,201 31,507 Restricted cash - current asset Payment and performance bonds 169 164 Restricted cash - current asset Surety bonds and workers compensation 2,637 2,577 Other assets - noncurrent Total cash, cash equivalents, and restricted cash $ 338,810 $ 342,808 Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets. Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. 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 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 June 30, 2021 and December 31, 2020, the Company had also pledged $ 2.3 million as collateral related to its workers’ compensation policy. 4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following: As of As of June 30, 2021 December 31, 2020 (in thousands) Costs incurred on uncompleted contracts $ 73,925 $ 54,949 Estimated earnings 27,991 21,778 Billings to date ( 71,992 ) ( 43,725 ) $ 29,924 $ 33,002 These amounts are included in the Consolidated Balance Sheets under the following captions: As of As of June 30, 2021 December 31, 2020 (in thousands) Costs and estimated earnings in excess of billings on uncompleted contracts $ 33,237 $ 34,796 Billings in excess of costs and estimated earnings on uncompleted contracts (included in Other current liabilities) ( 3,313 ) ( 1,794 ) $ 29,924 $ 33,002 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. ‎ 10 Table of Contents 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS The Company’s prepaid expenses and other current assets are comprised of the following: As of As of June 30, 2021 December 31, 2020 (in thousands) Prepaid ground rent $ 2,137 $ 1,412 Prepaid real estate taxes 2,069 3,153 Prepaid taxes 9,866 8,121 Other current assets 12,768 11,189 Total prepaid expenses and other current assets $ 26,840 $ 23,875 The Company’s other assets are comprised of the following: As of As of June 30, 2021 December 31, 2020 (in thousands) Straight-line rent receivable $ 333,434 $ 321,816 Interest rate swap asset (1) 38,032 12,123 Loan receivables 5,382 5,931 Deferred lease costs, net 4,960 4,788 Deferred tax asset - long term 38,890 53,722 Long-term investments 51,941 57,575 Other 19,359 22,037 Total other assets $ 491,998 $ 477,992 (1) Refer to Note 17 for more information on the Company’s interest rate swaps. 6. ACQUISITIONS The following table summarizes the Company’s acquisition activity: For the three months For the six months ended June 30, ended June 30, 2021 2020 2021 2020 (in thousands) Acquisitions of towers and related intangible assets (1) $ 67,255 $ 17,150 $ 168,885 $ 99,424 Acquisition of right-of-use assets (2) 1,783 — 947,698 — Land buyouts and other assets (3) 8,137 12,354 13,268 19,611 Total cash acquisition capital expenditures $ 77,175 $ 29,504 $ 1,129,851 $ 119,035 (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 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 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 11 Table of Contents 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. 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: As of As of June 30, 2021 December 31, 2020 (in thousands) Towers and related components $ 5,292,525 $ 5,213,019 Construction-in-process (1) 35,143 38,065 Furniture, equipment, and vehicles 55,750 54,610 Land, buildings, and improvements 831,958 818,272 Total property and equipment 6,215,376 6,123,966 Less: accumulated depreciation ( 3,590,279 ) ( 3,446,640 ) Property and equipment, net $ 2,625,097 $ 2,677,326 (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 $ 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. 8. INTANGIBLE ASSETS, NET The following table provides the gross and net carrying amounts for each major class of intangible assets: As of June 30, 2021 As of December 31, 2020 Gross carrying Accumulated Net book Gross carrying Accumulated Net book amount amortization value amount amortization value (in thousands) Current contract intangibles $ 4,976,910 $ ( 2,643,245 ) $ 2,333,665 $ 4,876,880 $ ( 2,471,438 ) $ 2,405,442 Network location intangibles 1,796,926 ( 1,078,975 ) 717,951 1,770,944 ( 1,020,236 ) 750,708 Intangible assets, net $ 6,773,836 $ ( 3,722,220 ) $ 3,051,616 $ 6,647,824 $ ( 3,491,674 ) $ 3,156,150 All intangible assets noted above are included in the Company’s site leasing segment. 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. ‎ 12 Table of Contents 9. ACCRUED EXPENSES The Company’s accrued expenses are comprised of the following: As of As of June 30, 2021 December 31, 2020 (in thousands) Salaries and benefits $ 21,397 $ 20,958 Real estate and property taxes 9,932 9,583 Unpaid capital expenditures 6,987 6,073 Other 30,339 26,417 Total accrued expenses $ 68,655 $ 63,031 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of June 30, 2021 December 31, 2020 Maturity Date Principal ‎ Balance Fair Value Carrying ‎ Value Principal ‎ Balance Fair Value Carrying ‎ Value Revolving Credit Facility (1) Apr. 11, 2023 $ 85,000 $ 85,000 $ 85,000 $ 380,000 $ 380,000 $ 380,000 2018 Term Loan Apr. 11, 2025 2,328,000 2,304,720 2,315,022 2,340,000 2,310,750 2,325,391 2013-2C Tower Securities (2) Apr. 11, 2023 575,000 589,065 572,680 575,000 599,662 572,063 2014-2C Tower Securities (2) Oct. 8, 2024 620,000 653,027 616,608 620,000 670,003 616,131 2017-1C Tower Securities (2) Apr. 11, 2022 — — — 760,000 774,410 757,165 2018-1C Tower Securities (2) Mar. 9, 2023 640,000 658,419 636,920 640,000 671,341 636,045 2019-1C Tower Securities (2) Jan. 12, 2025 1,165,000 1,191,061 1,156,267 1,165,000 1,218,613 1,155,106 2020-1C Tower Securities (2) Jan. 9, 2026 750,000 756,480 743,365 750,000 752,910 742,782 2020-2C Tower Securities (2) Jan. 11, 2028 600,000 611,646 594,387 600,000 597,840 594,081 2021-1C Tower Securities (2) Nov. 9, 2026 1,165,000 1,164,918 1,152,901 — — — 2016 Senior Notes Sep. 1, 2024 1,100,000 1,119,151 1,090,317 1,100,000 1,127,500 1,088,924 2017 Senior Notes Oct. 1, 2022 — — — 750,000 757,500 746,642 2020 Senior Notes Feb. 15, 2027 1,500,000 1,545,000 1,482,803 1,500,000 1,567,500 1,481,466 2021 Senior Notes Feb. 1, 2029 1,500,000 1,449,375 1,486,177 — — — Total debt $ 12,028,000 $ 12,127,862 $ 11,932,447 $ 11,180,000 $ 11,428,029 $ 11,095,796 Less: current maturities of long-term debt ( 24,000 ) ( 24,000 ) Total long-term debt, net of current maturities $ 11,908,447 $ 11,071,796 (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. ‎ 13 Table of Contents The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented: Interest For the three months ended June 30, For the six months ended June 30, Rates as of 2021 2020 2021 2020 June 30, Cash Non-cash Cash Non-cash Cash Non-cash Cash Non-cash 2021 Interest Interest Interest Interest Interest Interest Interest Interest (in thousands) Revolving Credit Facility 1.600 % $ 1,573 $ — $ 1,661 $ — $ 3,721 $ — $ 4,375 $ — 2018 Term Loan (1) 1.872 % 11,067 11,438 20,950 2,030 22,064 22,872 43,152 4,052 2013-2C Tower Securities 3.722 % 5,396 — 5,396 — 10,792 — 10,792 — 2014-2C Tower Securities 3.869 % 6,046 — 6,046 — 12,092 — 12,092 — 2015-1C Tower Securities 3.156 % — — 3,985 — — — 7,969 — 2016-1C Tower Securities 2.877 % — — 5,090 — — — 10,181 — 2017-1C Tower Securities 3.168 % 3,115 — 6,088 — 9,201 — 12,173 — 2018-1C Tower Securities 3.448 % 5,570 — 5,570 — 11,141 — 11,141 — 2019-1C Tower Securities 2.836 % 8,357 — 8,357 — 16,714 — 16,714 — 2020-1C Tower Securities 1.884 % 3,598 — — — 7,195 — — — 2020-2C Tower Securities 2.328 % 3,540 — — — 7,079 — — — 2021-1C Tower Securities 1.631 % 2,550 — — — 2,550 — — — 2014 Senior Notes 4.875 % — — — 275 — — 3,352 112 2016 Senior Notes 4.875 % 13,406 289 13,406 32 26,813 575 26,813 547 2017 Senior Notes 4.000 % — — 7,500 — 2,333 — 15,000 — 2020 Senior Notes 3.875 % 14,531 85 11,571 — 29,063 168 17,707 32 2021 Senior Notes 3.125 % 11,719 — — — 19,792 — — — Other 76 — 67 — 89 — 77 — Total $ 90,544 $ 11,812 $ 95,687 $ 2,337 $ 180,639 $ 23,615 $ 191,538 $ 4,743 (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 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 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 June 30, 2021, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement. 14 Table of Contents 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 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 2021 -1C Tower Securities 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 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. Senior Notes 2021 Senior Notes 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”). 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. The Company incurred financing fees of $ 14.5 million to date in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to redeem all of the outstanding principal amount of the 2017 Senior Notes, repay the amounts outstanding under the Revolving Credit Facility, and for general corporate purposes. The 2021 Senior Notes are subject to redemption in whole or in part on or after February 1, 2024 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to February 1, 2024, the Company may, at its option, redeem up to 35 % of the aggregate principal amount of the 2021 Senior Notes originally issued at a redemption price of 103.125 % of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. 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. 2017 Senior Notes 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. 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. 15 Table of Contents 11. SHAREHOLDERS’ EQUITY Common Stock Equivalents The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15). Registration of Additional Shares 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 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. Stock Repurchases The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On 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. 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 For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Total number of shares purchased (in millions) (1) — — 0.7 0.8 Average price paid per share (1) $ — $ — $ 258.33 $ 242.86 Total price paid (in millions) (1) $ — $ — $ 168.9 $ 200.0 (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 . Dividends For the six months ended June 30, 2021, the Company paid the following cash dividends: Payable to Shareholders of Record at the Close Cash Paid Aggregate Amount Date Declared of Business on Per Share Paid Date Paid February 19, 2021 March 10, 2021 $ 0.58 $ 63.4 million March 26, 2021 April 26, 2021 May 20, 2021 $ 0.58 $ 63.4 million June 15, 2021 Dividends paid in 2021 and 2020 were ordinary income. Subsequent to June 30, 2021, the Company declared the following cash dividends: Payable to Shareholders Cash to of Record at the Close be Paid Date Declared of Business on Per Share Date to be Paid August 1, 2021 August 26, 2021 $ 0.58 September 23, 2021 16 Table of Contents 12. STOCK-BASED COMPENSATION Stock Options 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- Weighted-Average Average Remaining Number Exercise Price Contractual Aggregate of Shares Per Share Life (in years) Intrinsic Value Outstanding at December 31, 2020 3,202 $ 143.01 Exercised ( 262 ) $ 124.23 Forfeited/canceled ( 12 ) $ 179.51 Outstanding at June 30, 2021 2,928 $ 144.55 3.3 $ 509,774 Exercisable at June 30, 2021 2,191 $ 134.00 3.0 $ 404,727 Unvested at June 30, 2021 737 $ 175.96 4.4 $ 105,047 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 six months ended June 30, 2021: RSUs PSUs Weighted-Average Weighted-Average Number of Grant Date Fair Number of Grant Date Fair Shares Value per Share Shares Value per Share (in thousands) (in thousands) Outstanding at December 31, 2020 (1) 274 $ 206.48 148 $ 376.48 Granted (1) 106 $ 238.09 154 $ 236.64 Vested ( 127 ) $ 187.00 — $ — Forfeited/canceled ( 6 ) $ 230.33 ( 3 ) $ 361.43 Outstanding at June 30, 2021 247 $ 229.57 299 $ 304.49 (1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model. 13. INCOME TAXES The primary reasons for the difference between the Company’s effective tax rate and the U.S. statutory rate are the Company’s REIT election and the Company’s full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). 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. The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its TRSs. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $ 651.1 million as of December 31, 2020, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized . 17 Table of Contents 14. SEGMENT DATA The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region. Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below. Domestic Site Int'l Site Site Leasing Leasing Development Other Total For the three months ended June 30, 2021 (in thousands) Revenues $ 418,829 $ 105,266 $ 51,433 $ — $ 575,528 Cost of revenues (1) 63,948 31,402 40,409 — 135,759 Operating profit 354,881 73,864 11,024 — 439,769 Selling, general, and administrative expenses 29,201 9,521 3,994 11,229 53,945 Acquisition and new business initiatives related adjustments and expenses 4,596 2,198 — — 6,794 Asset impairment and decommission costs 2,690 961 — 146 3,797 Depreciation, amortization and accretion 128,034 44,744 1,017 1,674 175,469 Operating income (loss) 190,360 16,440 6,013 ( 13,049 ) 199,764 Other income (expense) (principally interest expense and other expense) 155 155 Income before income taxes 199,919 Cash capital expenditures (2) 88,051 18,728 721 1,246 108,746 For the three months ended June 30, 2020 Revenues $ 388,018 $ 94,385 $ 24,823 $ — $ 507,226 Cost of revenues (1) 64,093 27,505 19,904 — 111,502 Operating profit 323,925 66,880 4,919 — 395,724 Selling, general, and administrative expenses 25,233 9,035 4,494 10,326 49,088 Acquisition and new business initiatives related adjustments and expenses 3,004 1,630 — — 4,634 Asset impairment and decommission costs 5,342 900 — — 6,242 Depreciation, amortization and accretion 134,569 42,011 597 1,529 178,706 Operating income (loss) 155,777 13,304 ( 172 ) ( 11,855 ) 157,054 Other income (expense) (principally interest expense and other expense) ( 134,101 ) ( 134,101 ) Income before income taxes 22,953 Cash capital expenditures (2) 38,507 17,201 282 1,202 57,192 ‎ 18 Table of Contents Domestic Site Int'l Site Site Leasing Leasing Development Other Total For the six months ended June 30, 2021 (in thousands) Revenues $ 822,407 $ 206,790 $ 95,069 $ — $ 1,124,266 Cost of revenues (1) 129,069 61,649 74,815 — 265,533 Operating profit 693,338 145,141 20,254 — 858,733 Selling, general, and administrative expenses 57,257 17,281 9,783 21,225 105,546 Acquisition and new business initiatives related adjustments and expenses 7,928 3,867 — — 11,795 Asset impairment and decommission costs 6,561 1,993 — 146 8,700 Depreciation, amortization and accretion 267,025 87,865 1,162 3,298 359,350 Operating income (loss) 354,567 34,135 9,309 ( 24,669 ) 373,342 Other income (expense) (principally interest expense and other expense) ( 206,092 ) ( 206,092 ) Income before income taxes 167,250 Cash capital expenditures (2) 1,147,729 35,675 1,591 1,996 1,186,991 For the six months ended June 30, 2020 Revenues $ 774,361 $ 200,397 $ 49,534 $ — $ 1,024,292 Cost of revenues (1) 127,997 59,400 39,620 — 227,017 Operating profit 646,364 140,997 9,914 — 797,275 Selling, general, and administrative expenses 52,555 16,966 8,950 20,233 98,704 Acquisition and new business initiatives related adjustments and expenses 5,601 2,832 — — 8,433 Asset impairment and decommission costs 16,168 4,429 — — 20,597 Depreciation, amortization and accretion 268,375 88,623 1,213 3,074 361,285 Operating income (loss) 303,665 28,147 ( 249 ) ( 23,307 ) 308,256 Other income (expense) (principally interest expense and other expense) ( 479,774 ) ( 479,774 ) Loss before income taxes ( 171,518 ) Cash capital expenditures (2) 139,813 43,634 1,064 2,396 186,907 Domestic Site Int'l Site Site Leasing Leasing Development Other (3) Total Assets (in thousands) As of June 30, 2021 $ 6,716,342 $ 2,912,584 $ 84,486 $ 246,901 $ 9,960,313 As of December 31, 2020 $ 5,893,636 $ 2,955,563 $ 61,729 $ 247,090 $ 9,158,018 (1) Excludes depreciation, amortization, and accretion. (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. 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 $ 1.0 billion as of June 30, 2021 and December 31, 2020. 15. EARNINGS PER SHARE 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. 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. ‎ 19 Table of Contents 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 For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to SBA Communications Corporation $ 152,669 $ 22,813 $ 140,922 $ ( 104,247 ) Denominator: Basic weighted-average shares outstanding 109,412 111,738 109,441 111,823 Dilutive impact of stock options, RSUs, and PSUs 1,889 1,896 1,769 — Diluted weighted-average shares outstanding 111,301 113,634 111,210 111,823 Net income (loss) per common share attributable to SBA Communications Corporation: Basic $ 1.40 $ 0.20 $ 1.29 $ ( 0.93 ) Diluted $ 1.37 $ 0.20 $ 1.27 $ ( 0.93 ) 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. 16. REDEEMABLE NONCONTROLLING INTERESTS 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. 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. 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. 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. 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 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 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). For the six months ended June 30, 2021, the loss attributable to the 6 % interest was immaterial. 17. DERIVATIVES AND HEDGING ACTIVITIES The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. 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 20 Table of Contents 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 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 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. There was no cash transferred in connection with the termination of these swaps. 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 $ 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. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform. The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows 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 and six month periods ended June 30, 2021 and 2020. For the three months For the six months ended June 30, ended June 30, 2021 2020 2021 2020 Cash Flow Hedge - Interest Rate Swap Agreement (in thousands) Change in fair value recorded in Accumulated other comprehensive loss, net $ ( 5,657 ) $ ( 17,326 ) $ 25,909 $ ( 125,208 ) Amount recognized in Non-cash interest expense $ — $ ( 2,822 ) $ — $ ( 5,646 ) Derivatives Not Designated as Hedges - Interest Rate Swap Agreements Amount reclassified from Accumulated other comprehensive loss, net into Non-cash interest expense $ 11,222 $ 4,642 $ 22,443 $ 9,285 Change in fair value recorded in Other income (expense), net $ — $ ( 774 ) $ — $ 3,192