SBA COMMUNICATIONS CORP 10-Q

ITEM 1: FINANCIAL STATEMENTS SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except par values) September 30, December 31, 2021 2020 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 187,806 $ 308,560 Restricted cash 63,736 31,671 Accounts receivable, net 76,076 74,088 Costs and estimated earnings in excess of billings on uncompleted contracts 40,860 34,796 Prepaid expenses and other current assets 35,310 23,875 Total current assets 403,788 472,990 Property and equipment, net 2,580,262 2,677,326 Intangible assets, net 2,906,855 3,156,150 Operating lease right-of-use assets, net 2,297,372 2,369,358 Acquired and other right-of-use assets, net 965,780 4,202 Other assets 514,025 477,992 Total assets $ 9,668,082 $ 9,158,018 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 34,790 $ 109,969 Accrued expenses 69,973 63,031 Current maturities of long-term debt 24,000 24,000 Deferred revenue 184,340 113,117 Accrued interest 26,477 54,350 Current lease liabilities 238,706 236,037 Other current liabilities 13,738 14,297 Total current liabilities 592,024 614,801 Long-term liabilities: Long-term debt, net 11,822,536 11,071,796 Long-term lease liabilities 2,013,097 2,094,363 Other long-term liabilities 183,553 186,246 Total long-term liabilities 14,019,186 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, 109,480 shares and 109,819 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 1,095 1,098 Additional paid-in capital 2,711,934 2,586,130 Accumulated deficit ( 6,890,822 ) ( 6,604,028 ) Accumulated other comprehensive loss, net ( 780,512 ) ( 807,582 ) Total shareholders' deficit ( 4,958,305 ) ( 4,824,382 ) Total liabilities, redeemable noncontrolling interests, and shareholders' deficit $ 9,668,082 $ 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 nine months ended September 30, ended September 30, 2021 2020 2021 2020 Revenues: Site leasing $ 535,492 $ 486,765 $ 1,564,814 $ 1,461,523 Site development 53,813 36,175 148,882 85,708 Total revenues 589,305 522,940 1,713,696 1,547,231 Operating expenses: Cost of revenues (exclusive of depreciation, accretion, and amortization shown below): Cost of site leasing 98,666 92,722 289,510 280,120 Cost of site development 41,357 28,797 116,172 68,417 Selling, general, and administrative expenses (1) 51,000 48,152 156,546 146,856 Acquisition and new business initiatives related adjustments and expenses 5,730 4,124 17,525 12,557 Asset impairment and decommission costs 9,860 8,506 18,560 29,103 Depreciation, accretion, and amortization 170,916 180,302 530,266 541,587 Total operating expenses 377,529 362,603 1,128,579 1,078,640 Operating income 211,776 160,337 585,117 468,591 Other income (expense): Interest income 945 756 2,124 2,340 Interest expense ( 89,199 ) ( 89,791 ) ( 269,839 ) ( 281,329 ) Non-cash interest expense ( 11,820 ) ( 8,323 ) ( 35,436 ) ( 13,066 ) Amortization of deferred financing fees ( 4,934 ) ( 4,883 ) ( 14,690 ) ( 15,211 ) Loss from extinguishment of debt, net — ( 2,599 ) ( 13,672 ) ( 19,463 ) Other expense, net ( 69,804 ) ( 42,262 ) ( 49,390 ) ( 300,144 ) Total other expense, net ( 174,812 ) ( 147,102 ) ( 380,903 ) ( 626,873 ) Income (loss) before income taxes 36,964 13,235 204,214 ( 158,282 ) Benefit (provision) for income taxes 10,834 9,441 ( 15,494 ) 76,143 Net income (loss) 47,798 22,676 188,720 ( 82,139 ) Net (income) loss attributable to noncontrolling interests — ( 108 ) — 461 Net income (loss) attributable to SBA Communications Corporation $ 47,798 $ 22,568 $ 188,720 $ ( 81,678 ) Net income (loss) per common share attributable to SBA Communications Corporation: Basic $ 0.44 $ 0.20 $ 1.72 $ ( 0.73 ) Diluted $ 0.43 $ 0.20 $ 1.70 $ ( 0.73 ) Weighted average number of common shares Basic 109,577 111,783 109,487 111,809 Diluted 111,565 113,703 111,329 111,809 (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. 2 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in thousands) For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Net income (loss) $ 47,798 $ 22,676 $ 188,720 $ ( 82,139 ) Adjustments related to interest rate swaps 9,898 1,557 58,251 ( 114,366 ) Foreign currency translation adjustments ( 51,415 ) ( 7,196 ) ( 31,181 ) ( 191,389 ) Comprehensive income (loss) 6,281 17,037 215,790 ( 387,894 ) Comprehensive (income) loss attributable to noncontrolling interests — ( 204 ) — 1,369 Comprehensive income (loss) attributable to SBA Communications Corporation $ 6,281 $ 16,833 $ 215,790 $ ( 386,525 ) 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, June 30, 2021 109,534 $ 1,095 $ 2,657,540 $ ( 6,759,382 ) $ ( 738,995 ) $ ( 4,839,742 ) Net income attributable to SBA Communications Corporation — — — 47,798 — 47,798 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 283 3 36,984 — — 36,987 Non-cash stock compensation — — 17,410 — — 17,410 Adjustments related to interest rate swaps — — — — 9,898 9,898 Repurchase and retirement of common stock ( 337 ) ( 3 ) — ( 115,418 ) — ( 115,421 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 51,415 ) ( 51,415 ) Dividends and dividend equivalents on common stock — — — ( 63,820 ) — ( 63,820 ) BALANCE, September 30, 2021 109,480 $ 1,095 $ 2,711,934 $ ( 6,890,822 ) $ ( 780,512 ) $ ( 4,958,305 ) 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 — — — 188,720 — 188,720 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 651 7 64,090 — — 64,097 Non-cash stock compensation — — 60,197 — — 60,197 Adjustments related to interest rate swaps — — — — 58,251 58,251 Repurchase and retirement of common stock ( 990 ) ( 10 ) — ( 284,333 ) — ( 284,343 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 31,181 ) ( 31,181 ) Dividends and dividend equivalents on common stock — — — ( 191,181 ) — ( 191,181 ) Adjustment to fair value related to noncontrolling interests — — 1,517 — — 1,517 BALANCE, September 30, 2021 109,480 $ 1,095 $ 2,711,934 $ ( 6,890,822 ) $ ( 780,512 ) $ ( 4,958,305 ) ‎ 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, June 30, 2020 111,918 $ 1,119 $ 2,534,423 $ ( 5,972,657 ) $ ( 867,877 ) $ ( 4,304,992 ) Net income attributable to SBA Communications Corporation — — — 22,568 — 22,568 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 105 1 12,810 — — 12,811 Non-cash stock compensation — — 17,387 — — 17,387 Adjustments related to interest rate swaps — — — — 1,557 1,557 Repurchase and retirement of common stock ( 580 ) ( 6 ) — ( 175,652 ) — ( 175,658 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 7,292 ) ( 7,292 ) Dividends and dividend equivalents on common stock — — — ( 52,138 ) — ( 52,138 ) Adjustment to fair value related to noncontrolling interests — — ( 641 ) — — ( 641 ) BALANCE, September 30, 2020 111,443 $ 1,114 $ 2,563,979 $ ( 6,177,879 ) $ ( 873,612 ) $ ( 4,486,398 ) 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 — — — ( 81,678 ) — ( 81,678 ) Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 1,086 10 50,117 — — 50,127 Non-cash stock compensation — — 53,038 — — 53,038 Adjustments related to interest rate swaps — — — — ( 114,366 ) ( 114,366 ) Repurchase and retirement of common stock ( 1,418 ) ( 14 ) — ( 378,974 ) — ( 378,988 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 190,481 ) ( 190,481 ) Dividends on common stock — — — ( 156,532 ) — ( 156,532 ) Adjustment to fair value related to noncontrolling interests — — ( 511 ) — — ( 511 ) BALANCE, September 30, 2020 111,443 $ 1,114 $ 2,563,979 $ ( 6,177,879 ) $ ( 873,612 ) $ ( 4,486,398 ) 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 nine months ended September 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 188,720 $ ( 82,139 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, accretion, and amortization 530,266 541,587 Loss on remeasurement of U.S. dollar denominated intercompany loans 42,582 299,913 Non-cash compensation expense 59,175 51,915 Non-cash asset impairment and decommission costs 17,935 28,675 Loss from extinguishment of debt 12,672 19,463 Deferred income tax benefit ( 2,711 ) ( 93,104 ) Other non-cash items reflected in the Statements of Operations 58,725 28,700 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net ( 6,371 ) 48,272 Prepaid expenses and other assets ( 25,589 ) ( 2,571 ) Operating lease right-of-use assets, net 86,717 88,470 Accounts payable and accrued expenses 8,465 5,672 Accrued interest ( 27,873 ) ( 17,010 ) Long-term lease liabilities ( 83,885 ) ( 75,199 ) Other liabilities 32,502 40,264 Net cash provided by operating activities 891,330 882,908 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions ( 1,187,754 ) ( 199,899 ) Capital expenditures ( 90,407 ) ( 95,371 ) Purchase of investments ( 755,530 ) ( 1,288,267 ) Proceeds from sale of investments 755,280 1,235,000 Other investing activities 589 ( 4,841 ) Net cash used in investing activities ( 1,277,822 ) ( 353,378 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 810,000 515,000 Repayments under Revolving Credit Facility ( 1,190,000 ) ( 1,005,000 ) Proceeds from issuance of Senior Notes, net of fees 1,485,512 1,479,522 Repayment of Senior Notes ( 757,500 ) ( 759,143 ) Proceeds from issuance of Tower Securities, net of fees 1,152,437 1,336,003 Repayment of Tower Securities ( 760,000 ) ( 1,200,000 ) Repurchase and retirement of common stock ( 284,343 ) ( 378,988 ) Payment of dividends on common stock ( 190,456 ) ( 156,199 ) Proceeds from employee stock purchase/stock option plans, net of taxes 64,127 50,283 Termination of interest rate swap — ( 176,200 ) Other financing activities ( 21,165 ) ( 19,528 ) Net cash provided by (used in) financing activities 308,612 ( 314,250 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 10,529 ) ( 20,427 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 88,409 ) 194,853 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Beginning of period 342,808 141,120 End of period $ 254,399 $ 335,973 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 nine months ended September 30, 2021 2020 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 298,589 $ 298,140 Income taxes $ 20,153 $ 14,061 SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: Right-of-use assets obtained in exchange for new operating lease liabilities $ 27,691 $ 21,785 Operating lease modifications and reassessments $ 21,829 $ 23,811 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 $ 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 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 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. 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 nine months ended September 30, ended September 30, 2021 2020 2021 2020 Asset impairment (1) $ 8,323 $ 7,132 $ 13,691 $ 23,565 Write-off of carrying value of decommissioned towers 1,130 1,187 3,718 4,626 Other (including third party decommission costs) 407 187 1,151 912 Total asset impairment and decommission costs $ 9,860 $ 8,506 $ 18,560 $ 29,103 (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 $ 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. 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 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. 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 September 30, 2021 December 31, 2020 Included on Balance Sheet (in thousands) Cash and cash equivalents $ 187,806 $ 308,560 Securitization escrow accounts 62,939 31,507 Restricted cash - current asset Payment and performance bonds 797 164 Restricted cash - current asset Surety bonds and workers compensation 2,857 2,577 Other assets - noncurrent Total cash, cash equivalents, and restricted cash $ 254,399 $ 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 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 September 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 September 30, 2021 December 31, 2020 (in thousands) Costs incurred on uncompleted contracts $ 70,938 $ 54,949 Estimated earnings 27,599 21,778 Billings to date ( 60,654 ) ( 43,725 ) $ 37,883 $ 33,002 These amounts are included in the Consolidated Balance Sheets under the following captions: As of As of September 30, 2021 December 31, 2020 (in thousands) Costs and estimated earnings in excess of billings on uncompleted contracts $ 40,860 $ 34,796 Billings in excess of costs and estimated earnings on uncompleted contracts (included in Other current liabilities) ( 2,977 ) ( 1,794 ) $ 37,883 $ 33,002 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. ‎ 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 September 30, 2021 December 31, 2020 (in thousands) Prepaid real estate taxes $ 4,562 $ 3,153 Prepaid taxes 10,146 8,121 Other current assets 20,602 12,601 Total prepaid expenses and other current assets $ 35,310 $ 23,875 The Company’s other assets are comprised of the following: As of As of September 30, 2021 December 31, 2020 (in thousands) Straight-line rent receivable $ 340,078 $ 321,816 Interest rate swap asset (1) 36,710 12,123 Loan receivables 5,387 5,931 Deferred lease costs, net 5,294 4,788 Deferred tax asset - long term 51,331 53,722 Long-term investments 48,719 57,575 Other 26,506 22,037 Total other assets $ 514,025 $ 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 nine months ended September 30, ended September 30, 2021 2020 2021 2020 (in thousands) Acquisitions of towers and related intangible assets (1) $ 48,255 $ 21,895 $ 217,140 $ 121,319 Acquisition of right-of-use assets (2) 694 — 948,392 — Land buyouts and other assets (3) 8,954 58,969 22,222 78,580 Total cash acquisition capital expenditures $ 57,903 $ 80,864 $ 1,187,754 $ 199,899 (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. 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 $ 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 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 11 Table of Contents 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. 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: As of As of September 30, 2021 December 31, 2020 (in thousands) Towers and related components $ 5,288,343 $ 5,213,019 Construction-in-process (1) 38,754 38,065 Furniture, equipment, and vehicles 57,330 54,610 Land, buildings, and improvements 839,107 818,272 Total property and equipment 6,223,534 6,123,966 Less: accumulated depreciation ( 3,643,272 ) ( 3,446,640 ) Property and equipment, net $ 2,580,262 $ 2,677,326 (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. 8. INTANGIBLE ASSETS, NET The following table provides the gross and net carrying amounts for each major class of intangible assets: As of September 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 $ 4,907,015 $ ( 2,686,939 ) $ 2,220,076 $ 4,876,880 $ ( 2,471,438 ) $ 2,405,442 Network location intangibles 1,785,135 ( 1,098,356 ) 686,779 1,770,944 ( 1,020,236 ) 750,708 Intangible assets, net $ 6,692,150 $ ( 3,785,295 ) $ 2,906,855 $ 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 $ 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. ‎ 12 Table of Contents 9. ACCRUED EXPENSES The Company’s accrued expenses are comprised of the following: As of As of September 30, 2021 December 31, 2020 (in thousands) Salaries and benefits $ 23,453 $ 20,958 Real estate and property taxes 10,501 9,583 Unpaid capital expenditures 7,179 6,073 Other 28,840 26,417 Total accrued expenses $ 69,973 $ 63,031 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of September 30, 2021 December 31, 2020 Maturity Date Principal ‎ Balance Fair Value Carrying ‎ Value Principal ‎ Balance Fair Value Carrying ‎ Value Revolving Credit Facility (1) Jul. 7, 2026 $ — $ — $ — $ 380,000 $ 380,000 $ 380,000 2018 Term Loan Apr. 11, 2025 2,322,000 2,301,683 2,309,857 2,340,000 2,310,750 2,325,391 2013-2C Tower Securities (2)(3) Apr. 11, 2023 575,000 586,420 572,993 575,000 599,662 572,063 2014-2C Tower Securities (2) Oct. 8, 2024 620,000 649,097 616,851 620,000 670,003 616,131 2017-1C Tower Securities (2) Apr. 11, 2022 — — — 760,000 774,410 757,165 2018-1C Tower Securities (2) Mar. 9, 2023 640,000 654,970 637,364 640,000 671,341 636,045 2019-1C Tower Securities (2) Jan. 12, 2025 1,165,000 1,186,366 1,156,854 1,165,000 1,218,613 1,155,106 2020-1C Tower Securities (2) Jan. 9, 2026 750,000 754,163 743,700 750,000 752,910 742,782 2020-2C Tower Securities (2) Jan. 11, 2028 600,000 609,546 594,574 600,000 597,840 594,081 2021-1C Tower Securities (2) Nov. 9, 2026 1,165,000 1,160,503 1,153,249 — — — 2016 Senior Notes (4) Sep. 1, 2024 1,100,000 1,113,761 1,091,027 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 1,553,505 1,483,487 1,500,000 1,567,500 1,481,466 2021 Senior Notes Feb. 1, 2029 1,500,000 1,455,000 1,486,580 — — — Total debt $ 11,937,000 $ 12,025,014 $ 11,846,536 $ 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 $ 11,822,536 $ 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. 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. ‎ 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 September 30, For the nine months ended September 30, Rates as of 2021 2020 2021 2020 September 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 1.573 % $ 996 $ — $ 711 $ — $ 4,717 $ — $ 5,086 $ — 2018 Term Loan (1) 1.868 % 11,156 11,441 14,536 7,962 33,220 34,314 57,688 12,014 2013-2C Tower Securities (2) 3.722 % 5,396 — 5,396 — 16,188 — 16,188 — 2014-2C Tower Securities 3.869 % 6,046 — 6,046 — 18,138 — 18,138 — 2015-1C Tower Securities 3.156 % — — 620 — — — 8,589 — 2016-1C Tower Securities 2.877 % — — 792 — — — 10,972 — 2017-1C Tower Securities 3.168 % — — 6,096 — 9,201 — 18,269 — 2018-1C Tower Securities 3.448 % 5,570 — 5,570 — 16,711 — 16,711 — 2019-1C Tower Securities 2.836 % 8,357 — 8,357 — 25,072 — 25,072 — 2020-1C Tower Securities 1.884 % 3,598 — 3,077 — 10,793 — 3,077 — 2020-2C Tower Securities 2.328 % 3,540 — 3,028 — 10,619 — 3,028 — 2021-1C Tower Securities 1.631 % 4,850 — — — 7,401 — — — 2014 Senior Notes 4.875 % — — — — — — 3,352 112 2016 Senior Notes (3) 4.875 % 13,406 293 13,406 279 40,219 869 40,219 826 2017 Senior Notes 4.000 % — — 7,500 — 2,333 — 22,500 — 2020 Senior Notes 3.875 % 14,531 86 14,531 82 43,594 253 32,238 114 2021 Senior Notes 3.125 % 11,719 — — — 31,510 — — — Other 34 — 125 — 123 — 202 — Total (3) $ 89,199 $ 11,820 $ 89,791 $ 8,323 $ 269,839 $ 35,436 $ 281,329 $ 13,066 (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 1.840 % 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. 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. 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 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 14 Table of Contents 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 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 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 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 $ 12.6 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. 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 15 Table of Contents the Trust. 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. 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. 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 16 Table of Contents Board of Directors at any time in its sole discretion. Shares repurchased are retired. 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 nine months ended September 30, ended September 30, 2021 2020 2021 2020 Total number of shares purchased (in millions) (1) 0.4 0.6 1.1 1.4 Average price paid per share (1) $ 340.70 $ 302.63 $ 291.48 $ 267.57 Total price paid (in millions) (1) $ 150.0 $ 175.6 $ 318.9 $ 375.6 Subsequent to September 30, 2021, the Company made the following share repurchases: Total number of shares purchased (in millions) (1) 0.6 Average price paid per share (1) $ 332.72 Total price paid (in millions) (1) $ 200.0 (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 . Dividends For the nine months ended September 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 August 1, 2021 August 26, 2021 $ 0.58 $ 63.6 million September 23, 2021 Dividends paid in 2021 and 2020 were ordinary income. Subsequent to September 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 November 1, 2021 November 18, 2021 $ 0.58 December 16, 2021 ‎ 17 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 nine months ended September 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 ( 542 ) $ 127.11 Forfeited/canceled ( 13 ) $ 179.67 Outstanding at September 30, 2021 2,647 $ 146.08 3.1 $ 488,077 Exercisable at September 30, 2021 1,913 $ 134.67 2.7 $ 374,680 Unvested at September 30, 2021 734 $ 175.84 4.2 $ 113,397 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 nine months ended September 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) 107 $ 240.07 154 $ 236.70 Vested ( 128 ) $ 187.29 — $ — Forfeited/canceled ( 8 ) $ 234.45 ( 5 ) $ 340.32 Outstanding at September 30, 2021 245 $ 230.28 297 $ 304.47 (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 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. 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 $ 654.7 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 . 18 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 September 30, 2021 (in thousands) Revenues $ 426,758 $ 108,734 $ 53,813 $ — $ 589,305 Cost of revenues (1) 65,260 33,406 41,357 — 140,023 Operating profit 361,498 75,328 12,456 — 449,282 Selling, general, and administrative expenses 27,983 9,272 4,791 8,954 51,000 Acquisition and new business initiatives related adjustments and expenses 2,911 2,819 — — 5,730 Asset impairment and decommission costs 6,113 3,747 — — 9,860 Depreciation, amortization and accretion 123,705 45,035 565 1,611 170,916 Operating income (loss) 200,786 14,455 7,100 ( 10,565 ) 211,776 Other expense (principally interest expense and other expense) ( 174,812 ) ( 174,812 ) Income before income taxes 36,964 Cash capital expenditures (2) 39,062 51,897 221 1,755 92,935 For the three months ended September 30, 2020 Revenues $ 390,961 $ 95,804 $ 36,175 $ — $ 522,940 Cost of revenues (1) 64,228 28,494 28,797 — 121,519 Operating profit 326,733 67,310 7,378 — 401,421 Selling, general, and administrative expenses 25,466 8,747 4,518 9,421 48,152 Acquisition and new business initiatives related adjustments and expenses 2,458 1,666 — — 4,124 Asset impairment and decommission costs 6,129 2,377 — — 8,506 Depreciation, amortization and accretion 135,350 42,851 578 1,523 180,302 Operating income (loss) 157,330 11,669 2,282 ( 10,944 ) 160,337 Other expense (principally interest expense and other expense) ( 147,102 ) ( 147,102 ) Income before income taxes 13,235 Cash capital expenditures (2) 89,982 17,971 127 1,176 109,256 ‎ 19 Table of Contents Domestic Site Int'l Site Site Leasing Leasing Development Other Total For the nine months ended September 30, 2021 (in thousands) Revenues $ 1,249,291 $ 315,523 $ 148,882 $ — $ 1,713,696 Cost of revenues (1) 194,455 95,055 116,172 — 405,682 Operating profit 1,054,836 220,468 32,710 — 1,308,014 Selling, general, and administrative expenses 85,240 26,553 14,574 30,179 156,546 Acquisition and new business initiatives related adjustments and expenses 10,839 6,686 — — 17,525 Asset impairment and decommission costs 12,674 5,740 — 146 18,560 Depreciation, amortization and accretion 390,730 132,900 1,727 4,909 530,266 Operating income (loss) 555,353 48,589 16,409 ( 35,234 ) 585,117 Other expense (principally interest expense and other expense) ( 380,903 ) ( 380,903 ) Income before income taxes 204,214 Cash capital expenditures (2) 1,186,791 87,572 1,812 3,751 1,279,926 For the nine months ended September 30, 2020 Revenues $ 1,165,322 $ 296,201 $ 85,708 $ — $ 1,547,231 Cost of revenues (1) 192,226 87,894 68,417 — 348,537 Operating profit 973,096 208,307 17,291 — 1,198,694 Selling, general, and administrative expenses 78,021 25,713 13,468 29,654 146,856 Acquisition and new business initiatives related adjustments and expenses 8,059 4,498 — — 12,557 Asset impairment and decommission costs 22,297 6,806 — — 29,103 Depreciation, amortization and accretion 403,725 131,474 1,791 4,597 541,587 Operating income (loss) 460,994 39,816 2,032 ( 34,251 ) 468,591 Other expense (principally interest expense and other expense) ( 626,873 ) ( 626,873 ) Loss before income taxes ( 158,282 ) Cash capital expenditures (2) 229,795 61,605 1,191 3,572 296,163 Domestic Site Int'l Site Site Leasing Leasing Development Other (3) Total Assets (in thousands) As of September 30, 2021 $ 6,638,499 $ 2,768,258 $ 79,432 $ 181,893 $ 9,668,082 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 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 $ 0.9 billion and $ 1.0 billion as of September 30, 2021 and December 31, 2020, respectively. 15. EARNINGS PER SHARE 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. ‎ 20 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 nine months ended September 30, 2021 and 2020 (in thousands, except per share data): For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to SBA Communications Corporation $ 47,798 $ 22,568 $ 188,720 $ ( 81,678 ) Denominator: Basic weighted-average shares outstanding 109,577 111,783 109,487 111,809 Dilutive impact of stock options, RSUs, and PSUs 1,988 1,920 1,842 — Diluted weighted-average shares outstanding 111,565 113,703 111,329 111,809 Net income (loss) per common share attributable to SBA Communications Corporation: Basic $ 0.44 $ 0.20 $ 1.72 $ ( 0.73 ) Diluted $ 0.43 $ 0.20 $ 1.70 $ ( 0.73 ) 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. 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 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. 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 nine months ended September 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 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 September 30, 2021, the hedge remains highly effective; therefore, subsequent changes in the fair value are recorded in Accumulated other 21 Table of Contents 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. 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 $ 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. 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 nine month periods ended September 30, 2021 and 2020. For the three months For the nine months ended September 30, ended September 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 $ ( 1,324 ) $ ( 7,252 ) $ 24,586 $ ( 132,460 ) Amount recognized in Non-cash interest expense $ — $ ( 1,062 ) $ — $ ( 6,707 ) Derivatives Not Designated as Hedges - Interest Rate Swap Agreements Amount reclassified from Accumulated other comprehensive loss, net into Non-cash interest expense $ 11,222 $ 8,809 $ 33,665 $ 18,094 Change in fair value recorded in Other income (expense), net $ — $ ( 3,192 ) $ — $ —