What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-08-05 · 163 added, 127 removed, 638 unchanged (31% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

September 30,

Current assets:

29 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 109,480 shares and

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

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

Additional paid-in capital

12 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Site development

18 unchanged sentences

Loss from extinguishment of debt, net

Other income (expense), net

Total other income (expense), net

Other expense, net

Total other expense, net

Income (loss) before income taxes

(Provision) benefit for income taxes

Benefit (provision) for income taxes

Net income (loss)

4 unchanged sentences

Weighted average number of common shares

(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.

(1) Includes non-cash compensation of $ 16,589 and $ 16,606 for the three months ended September 30, 2021 and 2020, respectively, and $ 57,249 and $ 50,291 for the nine months ended September 30, 2021 and 2020, respectively.

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

3 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Net income (loss)

11 unchanged sentences

Shareholders'

BALANCE, March 31, 2021

BALANCE, June 30, 2021

( 6,759,382 )

7 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

2 unchanged sentences

on common stock

BALANCE, June 30, 2021

BALANCE, September 30, 2021

( 6,890,822 )

2 unchanged sentences

Shareholders'

BALANCE, March 31, 2020

BALANCE, December 31, 2020

( 6,604,028 )

7 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2020

BALANCE, September 30, 2021

( 6,890,822 )

5 unchanged sentences

Shareholders'

BALANCE, December 31, 2020

BALANCE, June 30, 2020

( 5,972,657 )

14 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2021

BALANCE, September 30, 2020

( 6,177,879 )

15 unchanged sentences

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Dividends on common stock

Adjustment to fair value related to

noncontrolling interests

BALANCE, June 30, 2020

BALANCE, September 30, 2020

( 6,177,879 )

4 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation, accretion, and amortization

(Gain) loss on remeasurement of U.S.

Loss on remeasurement of U.S.

dollar denominated intercompany loans

2 unchanged sentences

Loss from extinguishment of debt

Deferred income tax expense (benefit)

Deferred income tax benefit

Other non-cash items reflected in the Statements of Operations

27 unchanged sentences

Repayment of Tower Securities

( 1,200,000 )

Repurchase and retirement of common stock

1 unchanged sentence

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

Termination of interest rate swap

Other financing activities

9 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

25 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 $ 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.

The Company recorded a $ 45.0 million loss and a $ 25.4 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2021 and 2020, respectively, and a $ 28.4 million loss and a $ 198.6 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2021 and 2020, respectively, due to changes in foreign exchange rates.

During the nine months ended September 30, 2021, the Company repaid $ 149.9 million of the intercompany loans.

As of September 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 $ 788.4 million and $ 909.8 million, respectively.

Reference Rate Reform

7 unchanged sentences

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.

As of September 30, 2021, the Company has not modified any other 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

For the six months

ended June 30,

For the nine months

ended September 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 $ 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.

The Company’s long-term investments were $ 48.7 million and $ 57.6 million as of September 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.

6 unchanged sentences

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.

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

For the nine months ended September 30, 2021, the Company purchased $ 755.4 million and sold $ 755.3 million of short-term investments.

For the nine months ended September 30, 2020, the Company purchased and sold $ 1.2 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:

June 30, 2021

September 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 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.

As of September 30, 2021 and December 31, 2020, the Company had $ 42.0 million and $ 41.8 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted.

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

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.

As of September 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:

June 30, 2021

September 30, 2021

December 31, 2020

4 unchanged sentences

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

June 30, 2021

September 30, 2021

December 31, 2020

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

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.

As of September 30, 2021 and December 31, 2020, the eight largest customers comprised 98.2 % 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:

June 30, 2021

September 30, 2021

December 31, 2020

(in thousands)

Prepaid ground rent

Prepaid real estate taxes

3 unchanged sentences

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

June 30, 2021

September 30, 2021

December 31, 2020

10 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

3 unchanged sentences

Total cash acquisition capital expenditures

(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.

(1) The nine months ended September 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 nine months ended September 30, 2021, the Company acquired the exclusive right to lease and operate 710 utility transmission structures, which included existing wireless tenant licenses from PG&E for $ 969.9 million.

The difference between the agreed upon purchase price of $ 969.9 million and the cash acquisition amount is due to working capital adjustments.

1 unchanged sentence

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.

(3) In addition, the Company paid $ 4.1 million and $ 2.3 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended September 30, 2021 and 2020, respectively, and paid $ 11.3 million and $ 5.9 million for ground lease extensions and term easements on land underlying the Company’s towers during the nine months ended September 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

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.

During the nine months ended September 30, 2021, in addition to the acquisition of right-of-use assets, the Company allocated the purchase price of 222 acquired towers and related assets and liabilities consisting of $ 15.2 million of property and

equipment, $ 111.0 million of intangible assets, and $ 13.9 million of other net assets and liabilities assumed.

In the nine months ended September 30, 2021, all acquisitions were accounted for as asset acquisitions.

Subsequent to September 30, 2021, the Company purchased or is under contract to purchase approximately 1,700 communication sites for an aggregate consideration of approximately $ 231.0 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 $ 14.8 million and $ 35.0 million as of September 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:

June 30, 2021

September 30, 2021

December 31, 2020

9 unchanged sentences

Property and equipment, net

(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.

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

Depreciation expense was $ 66.2 million and $ 71.8 million for the three months ended September 30, 2021 and 2020, respectively, and $ 206.0 million and $ 215.0 million for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021 and December 31, 2020, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 7.2 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 June 30, 2021

As of September 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 $ 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.

Amortization expense relating to the intangible assets above was $ 100.3 million and $ 108.2 million for the three months ended September 30, 2021 and 2020, respectively, and $ 313.2 million and $ 326.2 million for the nine months ended September 30, 2021 and 2020, respectively.

ACCRUED EXPENSES

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

June 30, 2021

September 30, 2021

December 31, 2020

5 unchanged sentences

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

June 30, 2021

September 30, 2021

December 31, 2020

17 unchanged sentences

(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.

As of the date of this filing, $ 70.0 million was outstanding under the Revolving Credit Facility.

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.

(3) On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities.

For further discussion, refer to “Secured Tower Revenue Securities” below.

(4) On October 27, 2021, the Company issued the 2021-2C Tower Securities and the 2021-3C Tower Securities.

Net proceeds from this offering were used to repay amounts outstanding under the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes.

For further discussion, refer to “Secured Tower Revenue Securities” and “Senior Notes” below.

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

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

September 30,

(in thousands)

17 unchanged sentences

(1) The 2018 Term Loan has a blended rate of 1.868 %, 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.

Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 1.840 % as of September 30, 2021.

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

(2) On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities.

For further discussion, refer to “Secured Tower Revenue Securities” below.

(3) On October 27, 2021, the Company issued the 2021-2C Tower Securities and the 2021-3C Tower Securities accruing interest at 1.840 % and 2.593 %, respectively.

For further discussion, refer to “Secured Tower Revenue Securities” and “Senior Notes” below.

Revolving Credit Facility under the Senior Credit Agreement

3 unchanged sentences

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.

During the three months ended September 30, 2021, the Company repaid $ 85.0 million of the outstanding balance under the Revolving Credit Facility.

During the nine months ended September 30, 2021, the Company borrowed $ 810.0 million and repaid $ 1.2 billion of the outstanding balance under the Revolving Credit Facility.

As of September 30, 2021, there was no balance outstanding

under the Revolving Credit Facility.

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 0.25 % per annum on the amount of the unused commitment.

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

Subsequent to June 30, 2021, 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.

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

Subsequent to September 30, 2021, the Company borrowed $ 825.0 million and repaid $ 755.0 million of the outstanding balance under the Revolving Credit Facility.

As of the date of this filing, $ 70.0 million 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.

During the three and nine months ended September 30, 2021, the Company repaid an aggregate of $ 6.0 million and $ 18.0 million, respectively, of principal on the 2018 Term Loan.

As of September 30, 2021, the 2018 Term Loan had a principal balance of $ 2.3 billion.

Secured Tower Revenue Securities

8 unchanged sentences

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.

2013-2C Tower Securities

On October 14, 2021, the Company repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($ 575.0 million) which had an anticipated repayment date of April 11, 2023 using proceeds from the Revolving Credit Facility.

Additionally, the Company expensed $ 2.0 million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

2021 -2C Tower Securities and 2021-3C Tower Securities

On October 27, 2021 , the Company , through the Trust, issued $ 895.0 million of 1.840 % Secured Tower Revenue Securities Series 2021-2C which have an anticipated repayment date of April 9, 2027 and a final maturity date of October 10, 2051 (the “2021-2C Tower Securities ”) and $ 895.0 million of 2.593 % Secured Tower Revenue Securities Series 2021-3C which have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3C Tower Securities ”).

The aggregate $ 1.79 billion of 2021-2C Tower Securities and 2021-3C Tower Securities have a blended interest rate of 2.217 % and a weighted average life through the anticipated repayment date of 7.8 years.

Net proceeds from this offering were used to repay amounts outstanding on the Revolving Credit Facility and remaining proceeds will be used to redeem the entire aggregate principal amount of the 2016 Senior Notes ($ 1.1 billion) and to pay all premiums and costs associated with such redemption.

The Company has incurred deferred financing fees of $ 18.3 million in relation to this transaction, which are being amortized through the anticipated repayment dates of the 2021-2C Tower Securities and 2021-3C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 94.3 million of Secured Tower Revenue Securities Series 2021-3R issued by

These securities have an anticipated repayment date of October 9, 2031 and a final maturity date of October 10, 2056 (the “2021-3R Tower Securities”).

The fixed interest rate on the 2021-3R Tower Securities is 4.090 % per annum, payable monthly.

Principal and interest payments made on the 2021-3R Tower Securities eliminate in consolidation.

As of September 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.

21 unchanged sentences

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.

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.

On October 28, 2021, the Company’s Board of Directors authorized a new $ 1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020, which had a remaining authorization of $ 125.1 million.

As of the date of this filing, the Company had the full $ 1.0 billion of 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,

For the nine months

ended September 30,

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

1 unchanged sentence

Total price paid (in millions) (1)

(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 .

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

Subsequent to September 30, 2021, the Company made the following share repurchases:

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

Average price paid per share (1)

Total price paid (in millions) (1)

(1) Amounts reflected are based on the trade date and differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date .

For the nine months ended September 30, 2021, the Company paid the following cash dividends:

Payable to Shareholders

10 unchanged sentences

June 15, 2021

August 1, 2021

August 26, 2021

$ 63.6 million

September 23, 2021

Dividends paid in 2021 and 2020 were ordinary income.

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

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

Payable to Shareholders

3 unchanged sentences

Date to be Paid

August 1, 2021

August 26, 2021

September 23, 2021

November 1, 2021

November 18, 2021

December 16, 2021

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):

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

Weighted-Average

4 unchanged sentences

Forfeited/canceled

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.

Outstanding at September 30, 2021

Exercisable at September 30, 2021

Unvested at September 30, 2021

The total intrinsic value for options exercised during the nine months ended September 30, 2021 was $ 107.9 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:

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

Weighted-Average

8 unchanged sentences

Forfeited/canceled

Outstanding at June 30, 2021

Outstanding at September 30, 2021

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

3 unchanged sentences

taxable REIT subsidiary (“TRS”).

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.

The TRS has concluded that it is more likely than not that its deferred tax assets will not 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.

21 unchanged sentences

Int'l Site

For the three months ended June 30, 2021

For the three months ended September 30, 2021

(in thousands)

7 unchanged sentences

Operating income (loss)

Other income (expense) (principally interest

Other expense (principally interest

expense and other expense)

1 unchanged sentence

Cash capital expenditures (2)

For the three months ended June 30, 2020

For the three months ended September 30, 2020

Cost of revenues (1)

6 unchanged sentences

Operating income (loss)

Other income (expense) (principally interest

Other expense (principally interest

expense and other expense)

3 unchanged sentences

Int'l Site

For the six months ended June 30, 2021

For the nine months ended September 30, 2021

(in thousands)

7 unchanged sentences

Operating income (loss)

Other income (expense) (principally interest

Other expense (principally interest

expense and other expense)

1 unchanged sentence

Cash capital expenditures (2)

For the six months ended June 30, 2020

For the nine months ended September 30, 2020

Cost of revenues (1)

6 unchanged sentences

Operating income (loss)

Other income (expense) (principally interest

Other expense (principally interest

expense and other expense)

4 unchanged sentences

(in thousands)

As of June 30, 2021

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

For the nine months ended September 30, 2021 and 2020, site leasing revenue in Brazil was $ 174.5 million and $ 167.8 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.

Total long-lived assets in Brazil were $ 0.9 billion and $ 1.0 billion as of September 30, 2021 and December 31, 2020, respectively.

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.

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):

Basic earnings per share was computed by dividing net income (loss) attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding for each respective period.

Diluted earnings per share was calculated by dividing net income (loss) attributable to SBA Communications Corporation by the weighted-average number of shares of Common Stock outstanding adjusted for any dilutive Common Stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method.

The following table sets forth basic and diluted net income (loss) per common share attributable to common shareholders for the three and nine months ended September 30, 2021 and 2020 (in thousands, except per share data):

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Net income (loss) attributable to SBA

5 unchanged sentences

Communications Corporation:

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.

For the three months ended September 30, 2021 and 2020 and for the nine months ended September 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 nine months ended September 30, 2020, all potential common stock equivalents, including 3.2 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

5 unchanged sentences

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.

The fair value assigned to the redeemable noncontrolling interest as of September 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.

2 unchanged sentences

Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings).

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

For the nine months ended September 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.

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.

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

therefore, subsequent changes in the fair value are recorded in Accumulated other

comprehensive loss, net.

As of September 30, 2021 and December 31, 2020, the interest rate swap has a fair value of $ 36.7 million and $ 12.1 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets.

On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges.

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 $ 92.5 million and $ 140.9 million of accumulated derivative net losses as of June 30, 2021 and December 31, 2020, respectively.

Accumulated other comprehensive loss, net includes an aggregate of $ 82.7 million and $ 140.9 million of accumulated derivative net losses as of September 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 and six month periods ended June 30, 2021 and 2020.

For the three months

For the six months

ended June 30,

For the nine months

ended September 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