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, 2022 2021 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 201,211 $ 367,278 Restricted cash 75,166 65,561 Accounts receivable, net 116,966 101,950 Costs and estimated earnings in excess of billings on uncompleted contracts 81,665 48,844 Prepaid expenses and other current assets 54,805 30,813 Total current assets 529,813 614,446 Property and equipment, net 2,658,366 2,575,487 Intangible assets, net 2,701,939 2,803,247 Operating lease right-of-use assets, net 2,325,009 2,268,470 Acquired and other right-of-use assets, net 989,685 964,405 Other assets 744,202 575,644 Total assets $ 9,949,014 $ 9,801,699 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 51,314 $ 34,066 Accrued expenses 96,176 68,070 Current maturities of long-term debt 663,181 24,000 Deferred revenue 216,927 184,380 Accrued interest 25,106 49,096 Current lease liabilities 255,609 238,497 Other current liabilities 30,066 18,222 Total current liabilities 1,338,379 616,331 Long-term liabilities: Long-term debt, net 11,696,068 12,278,694 Long-term lease liabilities 2,017,760 1,981,353 Other long-term liabilities 221,022 191,475 Total long-term liabilities 13,934,850 14,451,522 Redeemable noncontrolling interests 40,615 17,250 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, 107,964 shares and 108,956 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively 1,080 1,089 Additional paid-in capital 2,756,215 2,681,347 Accumulated deficit ( 7,508,231 ) ( 7,203,531 ) Accumulated other comprehensive loss, net ( 613,894 ) ( 762,309 ) Total shareholders' deficit ( 5,364,830 ) ( 5,283,404 ) Total liabilities, redeemable noncontrolling interests, and shareholders' deficit $ 9,949,014 $ 9,801,699 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, 2022 2021 2022 2021 Revenues: Site leasing $ 587,302 $ 535,492 $ 1,726,967 $ 1,564,814 Site development 88,282 53,813 220,393 148,882 Total revenues 675,584 589,305 1,947,360 1,713,696 Operating expenses: Cost of revenues (exclusive of depreciation, accretion, and amortization shown below): Cost of site leasing 112,013 98,666 330,682 289,510 Cost of site development 65,540 41,357 165,809 116,172 Selling, general, and administrative expenses (1) 65,843 51,000 191,241 156,546 Acquisition and new business initiatives related adjustments and expenses 6,844 5,730 18,776 17,525 Asset impairment and decommission costs 8,532 9,860 25,565 18,560 Depreciation, accretion, and amortization 173,825 170,916 524,541 530,266 Total operating expenses 432,597 377,529 1,256,614 1,128,579 Operating income 242,987 211,776 690,746 585,117 Other income (expense): Interest income 2,858 945 6,878 2,124 Interest expense ( 86,961 ) ( 89,199 ) ( 253,528 ) ( 269,839 ) Non-cash interest expense ( 11,528 ) ( 11,820 ) ( 34,582 ) ( 35,436 ) Amortization of deferred financing fees ( 4,955 ) ( 4,934 ) ( 14,758 ) ( 14,690 ) Loss from extinguishment of debt, net — — — ( 13,672 ) Other (expense) income, net ( 39,756 ) ( 69,804 ) 2,262 ( 49,390 ) Total other expense net ( 140,342 ) ( 174,812 ) ( 293,728 ) ( 380,903 ) Income before income taxes 102,645 36,964 397,018 204,214 (Provision) benefit for income taxes ( 2,883 ) 10,834 ( 39,797 ) ( 15,494 ) Net income 99,762 47,798 357,221 188,720 Net loss attributable to noncontrolling interests 247 — 929 — Net income attributable to SBA Communications Corporation $ 100,009 $ 47,798 $ 358,150 $ 188,720 Net income per common share attributable to SBA Communications Corporation: Basic $ 0.93 $ 0.44 $ 3.32 $ 1.72 Diluted $ 0.91 $ 0.43 $ 3.27 $ 1.70 Weighted average number of common shares Basic 107,916 109,577 107,950 109,487 Diluted 109,358 111,565 109,416 111,329 (1) Includes non-cash compensation of $ 24,945 and $ 16,589 for the three months ended September 30, 2022 and 2021, respectively, and $ 72,309 and $ 57,249 for the nine months ended September 30, 2022 and 2021, 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 (unaudited) (in thousands) For the three months For the nine months ended September 30, ended September 30, 2022 2021 2022 2021 Net income $ 99,762 $ 47,798 $ 357,221 $ 188,720 Adjustments related to interest rate swaps 53,336 9,898 162,491 58,251 Foreign currency translation adjustments ( 40,757 ) ( 51,415 ) ( 14,277 ) ( 31,181 ) Comprehensive income 112,341 6,281 505,435 215,790 Comprehensive loss attributable to noncontrolling interests 247 — 1,130 — Comprehensive income attributable to SBA Communications Corporation $ 112,588 $ 6,281 $ 506,565 $ 215,790 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, 2022 107,872 $ 1,079 $ 2,717,963 $ ( 7,531,180 ) $ ( 626,473 ) $ ( 5,438,611 ) Net income attributable to SBA Communications Corporation — — — 100,009 — 100,009 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 92 1 13,221 — — 13,222 Non-cash stock compensation — — 26,017 — — 26,017 Adjustments related to interest rate swaps — — — — 53,336 53,336 Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 40,757 ) ( 40,757 ) Dividends and dividend equivalents on common stock — — — ( 77,060 ) — ( 77,060 ) Adjustment to redemption amount related to noncontrolling interests — — ( 986 ) — — ( 986 ) BALANCE, September 30, 2022 107,964 $ 1,080 $ 2,756,215 $ ( 7,508,231 ) $ ( 613,894 ) $ ( 5,364,830 ) Accumulated Class A Additional Other Total Common Stock Paid-In Accumulated Comprehensive Shareholders' Shares Amount Capital Deficit Loss, Net Deficit BALANCE, December 31, 2021 108,956 $ 1,089 $ 2,681,347 $ ( 7,203,531 ) $ ( 762,309 ) $ ( 5,283,404 ) Net income attributable to SBA Communications Corporation — — — 358,150 — 358,150 Common stock issued in connection with equity awards and stock purchase plans, offset by the impact of net share settlements 308 3 23,797 — — 23,800 Non-cash stock compensation — — 75,566 — — 75,566 Adjustments related to interest rate swaps — — — — 162,491 162,491 Repurchase and retirement of common stock ( 1,300 ) ( 12 ) — ( 431,654 ) — ( 431,666 ) Foreign currency translation adjustments attributable to SBA Communications Corporation — — — — ( 14,076 ) ( 14,076 ) Dividends and dividend equivalents on common stock — — — ( 231,196 ) — ( 231,196 ) Adjustment to redemption amount related to noncontrolling interests — — ( 24,495 ) — — ( 24,495 ) BALANCE, September 30, 2022 107,964 $ 1,080 $ 2,756,215 $ ( 7,508,231 ) $ ( 613,894 ) $ ( 5,364,830 ) ‎ 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, 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, Net 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 on common stock — — — ( 191,181 ) — ( 191,181 ) Adjustment to redemption amount 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 ) 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, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 357,221 $ 188,720 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, accretion, and amortization 524,541 530,266 (Gain) loss on remeasurement of U.S. denominated intercompany loans ( 8,501 ) 42,582 Non-cash compensation expense 74,140 59,175 Non-cash asset impairment and decommission costs 25,202 17,935 Loss from extinguishment of debt, net — 12,672 Deferred income tax provision (benefit) 15,532 ( 2,711 ) Other non-cash items reflected in the Statements of Operations 55,013 58,725 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net ( 33,895 ) ( 6,371 ) Prepaid expenses and other assets ( 31,446 ) ( 25,589 ) Operating lease right-of-use assets, net 104,771 86,717 Accounts payable and accrued expenses 13,062 8,465 Accrued interest ( 23,982 ) ( 27,873 ) Long-term lease liabilities ( 96,092 ) ( 83,885 ) Other liabilities 21,500 32,502 Net cash provided by operating activities 997,066 891,330 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions ( 418,721 ) ( 1,187,754 ) Capital expenditures ( 148,348 ) ( 90,407 ) Purchase of investments ( 506,581 ) ( 755,530 ) Proceeds from sale of investments 482,835 755,280 Other investing activities ( 496 ) 589 Net cash used in investing activities ( 591,311 ) ( 1,277,822 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 330,000 810,000 Repayments under Revolving Credit Facility ( 270,000 ) ( 1,190,000 ) Proceeds from issuance of Senior Notes, net of fees — 1,485,512 Repayment of Senior Notes — ( 757,500 ) Proceeds from issuance of Tower Securities, net of fees — 1,152,437 Repayment of Tower Securities — ( 760,000 ) Repurchase and retirement of common stock ( 431,666 ) ( 284,343 ) Payment of dividends on common stock ( 230,102 ) ( 190,456 ) Proceeds from employee stock purchase/stock option plans 33,745 73,152 Payments related to taxes on stock options and restricted stock units ( 9,905 ) ( 9,025 ) Other financing activities 11,860 ( 21,165 ) Net cash (used in) provided by financing activities ( 566,068 ) 308,612 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 4,561 ( 10,529 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 155,752 ) ( 88,409 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: Beginning of period 435,626 342,808 End of period $ 279,874 $ 254,399 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, 2022 2021 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 277,219 $ 298,589 Income taxes $ 18,848 $ 20,153 SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: Right-of-use assets obtained in exchange for new operating lease liabilities $ 137,126 $ 27,691 Operating lease modifications and reassessments $ 36,181 $ 21,829 Right-of-use assets obtained in exchange for new finance lease liabilities $ 3,701 $ 1,765 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, 2021 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 (expense) income, 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 (expense) income, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $ 25.5 million loss and a $ 45.0 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2022 and 2021, respectively, and a $ 4.3 million gain and a $ 28.4 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2022 and 2021, respectively, due to changes in foreign exchange rates. During the nine months ended September 30, 2022, the Company funded $ 86.2 million and repaid $ 101.7 million of the intercompany loans. As of September 30, 2022 and December 31, 2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 855.5 million and $ 872.9 million, respectively. Additionally, subsequent to September 30, 2022, the Company funded $ 680.0 million to its Brazilian subsidiary through an intercompany loan to complete its previously announced acquisition with Grupo TorreSur (GTS). 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. 8 Table of Contents 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, 2022 2021 2022 2021 Asset impairment (1) $ 6,952 $ 8,323 $ 21,626 $ 13,691 Write-off of carrying value of decommissioned towers 1,275 1,130 3,599 3,718 Other (including third party decommission costs) 305 407 340 1,151 Total asset impairment and decommission costs $ 8,532 $ 9,860 $ 25,565 $ 18,560 (1) Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future discounted cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers . The Company’s long-term investments were $ 44.0 million and $ 47.9 million as of September 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, the Company had $ 21.1 million and $ 0.8 million of short-term investments, respectively. For the nine months ended September 30, 2022, the Company purchased $ 501.6 million and sold $ 481.6 million of short-term investments. For the nine months ended September 30, 2021, the Company purchased $ 755.4 million and sold $ 755.3 million of short-term investments. The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. 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. 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, 2022 December 31, 2021 Included on Balance Sheet (in thousands) Cash and cash equivalents $ 201,211 $ 367,278 Cash and cash equivalents Securitization escrow accounts 69,478 64,764 Restricted cash - current asset Payment, performance bonds, and other 5,688 797 Restricted cash - current asset Surety bonds and workers compensation 3,497 2,787 Other assets - noncurrent Total cash, cash equivalents, and restricted cash $ 279,874 $ 435,626 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 9 Table of Contents 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 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. Other restricted cash includes $ 5.5 million held in escrow as of September 30, 2022, related to the Company’s acquisition activities. 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, 2022 and December 31, 2021, the Company had $ 42.6 million and $ 42.3 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, 2022 and December 31, 2021, the Company had 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, 2022 December 31, 2021 (in thousands) Costs incurred on uncompleted contracts $ 119,320 $ 75,967 Estimated earnings 44,147 28,851 Billings to date ( 98,398 ) ( 61,628 ) $ 65,069 $ 43,190 These amounts are included in the Consolidated Balance Sheets under the following captions: As of As of September 30, 2022 December 31, 2021 (in thousands) Costs and estimated earnings in excess of billings on uncompleted contracts $ 81,665 $ 48,844 Billings in excess of costs and estimated earnings on uncompleted contracts (included in Other current liabilities) ( 16,596 ) ( 5,654 ) $ 65,069 $ 43,190 At September 30, 2022 and December 31, 2021, the eight largest customers comprised 99.8 % and 98.8 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings. 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, 2022 December 31, 2021 (in thousands) Short-term investments $ 21,139 $ 778 Prepaid real estate taxes 4,500 3,331 Prepaid taxes 7,070 11,096 Other current assets 22,096 15,608 Total prepaid expenses and other current assets $ 54,805 $ 30,813 ‎ 10 Table of Contents The Company’s other assets are comprised of the following: As of As of September 30, 2022 December 31, 2021 (in thousands) Straight-line rent receivable $ 378,836 $ 348,519 Interest rate swap asset (1) 189,150 60,324 Loans receivable 38,359 37,376 Deferred lease costs, net 7,512 6,345 Deferred tax asset - long term 30,705 51,918 Long-term investments 44,025 47,889 Other 55,615 23,273 Total other assets $ 744,202 $ 575,644 (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, 2022 2021 2022 2021 (in thousands) Acquisitions of towers and related intangible assets (1)(2) $ 57,439 $ 48,255 $ 343,967 $ 217,140 Acquisition of right-of-use assets (3) — 694 2,220 948,392 Land buyouts and other assets (4)(5) 7,704 8,954 72,534 22,222 Total cash acquisition capital expenditures $ 65,143 $ 57,903 $ 418,721 $ 1,187,754 (1) During the nine months ended September 30, 2022, the Company closed on 1,445 sites under the previously announced deal with Airtel Tanzania for $ 176.1 million. Legal title has been fully transferred for 1,234 of the towers. The remaining 211 towers are pending post-closing due diligence and continue to be accounted for as acquired and other right-of-use assets, net on the consolidated balance sheet until transfer of title for these towers is completed, which the Company anticipates to be in tranches through the end of the second quarter of 2023. Upon legal transfer, these assets will be reclassified to tower related assets. During this period of time, the Company has all the economic rights and obligations related to these towers. (2) 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. (3) During the nine months ended September 30, 2021, the Company acquired the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E for $ 969.9 million. The difference between the purchase price 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 assets will be amortized over 70 years. (4) In addition, the Company paid $ 4.3 million and $ 4.1 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended September 30, 2022 and 2021, respectively, and paid $ 10.6 million and $ 11.3 million for ground lease extensions and term easements on land underlying the Company’s towers during the nine months ended September 30, 2022 and 2021, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets. (5) The nine months ended September 30, 2022 includes amounts paid related to the acquisition of a data center in Brazil during the second quarter of 2022. During the nine months ended September 30, 2022, the Company acquired 2,148 towers and related assets and liabilities consisting of $ 117.9 million of property and equipment, net, $ 194.5 million of intangible assets, net, $ 119.7 million of operating lease right-of-use assets, net, $ 36.6 million of acquired and other right-of-use assets, net, $ 24.3 million of acquisition related holdbacks, $ 101.4 million of long-term lease liabilities, and $ 1.0 million of other net assets assumed. All acquisitions in the nine months ended September 30, 2022 were accounted for as asset acquisitions except for one acquisition, purchased for $ 49.9 million in cash which was accounted for as a business combination. 11 Table of Contents On October 11, 2022, the Company completed the previously announced acquisition of 2,632 sites from GTS in Brazil for $ 725.0 million in cash, net of working capital adjustments. The Company used borrowings under the Revolving Credit Facility and cash on hand to fund the acquisition. Additionally, subsequent to September 30, 2022, the Company purchased or is under contract to purchase approximately 34 communication sites for an aggregate consideration of approximately $ 28.5 million in cash. The Company anticipates that these acquisitions will be consummated by the end of the first quarter of 2023. The maximum potential obligation related to contingent consideration for acquisitions were $ 10.5 million and $ 11.6 million as of September 30, 2022 and December 31, 2021, 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, 2022 December 31, 2021 (in thousands) Towers and related assets (1) $ 5,544,056 $ 5,323,803 Construction-in-process (2) 72,470 47,565 Furniture, equipment, and vehicles 65,196 59,939 Land, buildings, and improvements 875,996 848,051 Total property and equipment 6,557,718 6,279,358 Less: accumulated depreciation ( 3,899,352 ) ( 3,703,871 ) Property and equipment, net $ 2,658,366 $ 2,575,487 (1) Includes amounts related to the Company’s data centers. (2) 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 $ 68.3 million and $ 66.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 205.0 million and $ 206.0 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022 and December 31, 2021, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 12.7 million and $ 7.3 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, 2022 As of December 31, 2021 Gross carrying Accumulated Net book Gross carrying Accumulated Net book amount amortization value amount amortization value (in thousands) Current contract intangibles $ 5,035,013 $ ( 2,974,375 ) $ 2,060,638 $ 4,890,427 $ ( 2,749,594 ) $ 2,140,833 Network location intangibles 1,839,563 ( 1,198,262 ) 641,301 1,783,640 ( 1,121,226 ) 662,414 Intangible assets, net $ 6,874,576 $ ( 4,172,637 ) $ 2,701,939 $ 6,674,067 $ ( 3,870,820 ) $ 2,803,247 All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $ 100.4 million and $ 100.3 million for the three months ended September 30, 2022 and 2021, respectively, and $ 303.0 million and $ 313.2 million for the nine months ended September 30, 2022 and 2021, respectively. ‎ 12 Table of Contents 9. ACCRUED EXPENSES The Company’s accrued expenses are comprised of the following: As of As of September 30, 2022 December 31, 2021 (in thousands) Salaries and benefits $ 25,161 $ 24,962 Real estate and property taxes 10,118 8,336 Unpaid capital expenditures 12,666 7,295 Acquisition related holdbacks 25,408 957 Other 22,823 26,520 Total accrued expenses $ 96,176 $ 68,070 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of September 30, 2022 December 31, 2021 Maturity Date Principal ‎ Balance Fair Value Carrying ‎ Value Principal ‎ Balance Fair Value Carrying ‎ Value Revolving Credit Facility Jul. 7, 2026 $ 410,000 $ 410,000 $ 410,000 $ 350,000 $ 350,000 $ 350,000 2018 Term Loan Apr. 11, 2025 2,298,000 2,231,933 2,289,183 2,316,000 2,289,945 2,304,697 2014-2C Tower Securities (1) Oct. 8, 2024 620,000 603,359 617,845 620,000 641,793 617,095 2018-1C Tower Securities (1) Mar. 9, 2023 640,000 636,070 639,181 640,000 650,163 637,812 2019-1C Tower Securities (1) Jan. 12, 2025 1,165,000 1,103,989 1,159,249 1,165,000 1,174,728 1,157,446 2020-1C Tower Securities (1) Jan. 9, 2026 750,000 685,043 745,120 750,000 746,498 744,052 2020-2C Tower Securities (1) Jan. 11, 2028 600,000 536,328 595,381 600,000 605,268 594,774 2021-1C Tower Securities (1) Nov. 9, 2026 1,165,000 1,029,872 1,155,337 1,165,000 1,144,846 1,153,700 2021-2C Tower Securities (1) Apr. 9, 2027 895,000 786,034 887,172 895,000 883,213 886,116 2021-3C Tower Securities (1) Oct. 9, 2031 895,000 753,393 886,429 895,000 902,446 885,976 2020 Senior Notes Feb. 15, 2027 1,500,000 1,337,610 1,486,293 1,500,000 1,550,790 1,484,178 2021 Senior Notes Feb. 1, 2029 1,500,000 1,217,535 1,488,059 1,500,000 1,446,975 1,486,848 Total debt $ 12,438,000 $ 11,331,166 $ 12,359,249 $ 12,396,000 $ 12,386,665 $ 12,302,694 Less: current maturities of long-term debt ( 663,181 ) ( 24,000 ) Total long-term debt, net of current maturities $ 11,696,068 $ 12,278,694 (1) The maturity date represents the anticipated repayment date for each issuance. ‎ 13 Table of Contents The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented: Interest For the three months ended September 30, For the nine months ended September 30, Rates as of 2022 2021 2022 2021 September 30, Cash Non-cash Cash Non-cash Cash Non-cash Cash Non-cash 2022 Interest Interest Interest Interest Interest Interest Interest Interest (in thousands) Revolving Credit Facility 4.540 % $ 4,896 $ — $ 996 $ — $ 10,778 $ — $ 4,717 $ — 2018 Term Loan (1) 2.328 % 13,038 11,440 11,156 11,441 35,565 34,318 33,220 34,314 2013-2C Tower Securities — — — 5,396 — — — 16,188 — 2014-2C Tower Securities 3.869 % 6,046 — 6,046 — 18,138 — 18,138 — 2017-1C Tower Securities — — — — — — — 9,201 — 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 — 3,598 — 10,793 — 10,793 — 2020-2C Tower Securities 2.328 % 3,540 — 3,540 — 10,619 — 10,619 — 2021-1C Tower Securities 1.631 % 4,870 — 4,850 — 14,567 — 7,401 — 2021-2C Tower Securities 1.840 % 4,196 — — — 12,587 — — — 2021-3C Tower Securities 2.593 % 5,873 — — — 17,619 — — — 2016 Senior Notes — — — 13,406 293 — — 40,219 869 2017 Senior Notes — — — — — — — 2,333 — 2020 Senior Notes 3.875 % 14,531 88 14,531 86 43,594 264 43,594 253 2021 Senior Notes 3.125 % 11,719 — 11,719 — 35,156 — 31,510 — Other 727 — 34 — 2,329 — 123 — Total $ 86,961 $ 11,528 $ 89,199 $ 11,820 $ 253,528 $ 34,582 $ 269,839 $ 35,436 (1) The 2018 Term Loan has a blended rate of 2.328 %, 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 4.870 % as of September 30, 2022. Refer to Note 17 for more information on the Company’s interest rate swap. Revolving Credit Facility under the Senior Credit Agreement The key terms of the revolving credit facility are as follows: Unused Financial Covenant Interest Rate Commitment Compliance as of Fee as of Status as of September 30, 2022 (1) September 30, 2022 (2) September 30, 2022 Revolving Credit Facility 4.540 % 0.190 % In Compliance (1) The rate reflected includes a 0.050 % reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2021. (2) The rate reflected includes a 0.010 % reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021 The table below summarizes the Company’s revolving credit facility activity during the three and nine months ended September 30, 2022 and 2021 (in thousands): For the three months For the nine months ended September 30, ended September 30, 2022 2021 2022 2021 Beginning outstanding balance $ 530,000 $ 85,000 $ 350,000 $ 380,000 Borrowings — — 330,000 810,000 Repayments ( 120,000 ) ( 85,000 ) ( 270,000 ) ( 1,190,000 ) Ending outstanding balance $ 410,000 $ — $ 410,000 $ — 14 Table of Contents Subsequent to September 30, 2022, the Company borrowed $ 625.0 million and repaid $ 40.0 million under the Revolving Credit Facility, and as of the date of this filing, $ 995.0 million was outstanding. Term Loan under the Senior Credit Agreement During the three and nine months ended September 30, 2022, 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, 2022, the 2018 Term Loan had a principal balance of $ 2.3 billion. Secured Tower Revenue Securities As of September 30, 2022, 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 . 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). Stock Repurchases The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On 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 $ 504.7 million 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, 2022 2021 2022 2021 Total number of shares purchased (in millions) (1) — 0.4 1.3 1.1 Average price paid per share (1) $ — $ 340.70 $ 332.00 $ 291.48 Total price paid (in millions) (1) $ — $ 150.0 $ 431.6 $ 318.9 (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, 2022, 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 27, 2022 March 10, 2022 $ 0.71 $ 76.9 million March 25, 2022 April 24, 2022 May 19, 2022 $ 0.71 $ 76.6 million June 14, 2022 July 31, 2022 August 25, 2022 $ 0.71 $ 76.7 million September 20, 2022 Dividends paid in 2022 were ordinary taxable dividends. ‎ 15 Table of Contents Subsequent to September 30, 2022, 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 October 30, 2022 November 17, 2022 $ 0.71 December 15, 2022 12. STOCK-BASED COMPENSATION Stock Options The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model: For the nine months ended September 30, 2022 Risk free interest rate 2.53 % Dividend yield 0.9 % Expected volatility 27 % Expected lives 4.3 years The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2022 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, 2021 1,899 $ 157.76 Granted 10 $ 328.99 Exercised ( 203 ) $ 142.94 Forfeited/canceled ( 3 ) $ 173.16 Outstanding at September 30, 2022 1,703 $ 160.49 2.7 $ 211,774 Exercisable at September 30, 2022 1,436 $ 155.10 2.5 $ 186,080 Unvested at September 30, 2022 267 $ 189.63 3.7 $ 25,694 The weighted-average per share fair value of options granted during the nine months ended September 30, 2022 was $ 82.28 . The total intrinsic value for options exercised during the nine months ended September 30, 2022 was $ 40.3 million. 16 Table of Contents 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, 2022: RSUs PSUs (1) 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, 2021 243 $ 230.20 298 $ 304.46 Granted 105 $ 329.40 140 $ 389.44 Vested ( 116 ) $ 219.41 ( 2 ) $ 330.97 Forfeited/canceled ( 8 ) $ 281.00 ( 6 ) $ 329.07 Outstanding at September 30, 2022 224 $ 280.87 430 $ 332.30 (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 a full valuation allowance is appropriate for the current period. 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, 2021, 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 . 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. ‎ 17 Table of Contents 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, 2022 (in thousands) Revenues (1) $ 449,595 $ 137,707 $ 88,282 $ — $ 675,584 Cost of revenues (2) 66,423 45,590 65,540 — 177,553 Operating profit 383,172 92,117 22,742 — 498,031 Selling, general, and administrative expenses 26,189 14,952 5,711 18,991 65,843 Acquisition and new business initiatives related adjustments and expenses 4,318 2,526 — — 6,844 Asset impairment and decommission costs 7,835 697 — — 8,532 Depreciation, amortization and accretion 122,149 49,530 624 1,522 173,825 Operating income (loss) 222,681 24,412 16,407 ( 20,513 ) 242,987 Other expense (principally interest expense and other expense) ( 140,342 ) ( 140,342 ) Income before income taxes 102,645 Cash capital expenditures (3) 48,522 73,007 1,367 933 123,829 For the three months ended September 30, 2021 Revenues (1) $ 426,758 $ 108,734 $ 53,813 $ — $ 589,305 Cost of revenues (2) 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 (3) 39,062 51,897 221 1,755 92,935 ‎ 18 Table of Contents Domestic Site Int'l Site Site Leasing Leasing Development Other Total For the nine months ended September 30, 2022 (in thousands) Revenues (1) $ 1,324,666 $ 402,301 $ 220,393 $ — $ 1,947,360 Cost of revenues (2) 197,995 132,687 165,809 — 496,491 Operating profit 1,126,671 269,614 54,584 — 1,450,869 Selling, general, and administrative expenses 75,787 45,519 16,445 53,490 191,241 Acquisition and new business initiatives related adjustments and expenses 10,705 8,071 — — 18,776 Asset impairment and decommission costs 20,407 5,158 — — 25,565 Depreciation, amortization and accretion 367,853 150,008 1,831 4,849 524,541 Operating income (loss) 651,919 60,858 36,308 ( 58,339 ) 690,746 Other expense (principally interest expense and other expense) ( 293,728 ) ( 293,728 ) Income before income taxes 397,018 Cash capital expenditures (3) 182,494 380,072 4,061 4,143 570,770 For the nine months ended September 30, 2021 Revenues (1) $ 1,249,291 $ 315,523 $ 148,882 $ — $ 1,713,696 Cost of revenues (2) 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 (3) 1,186,791 87,572 1,812 3,751 1,279,926 Domestic Site Int'l Site Site Leasing Leasing (1) Development Other (4) Total Assets (in thousands) As of September 30, 2022 $ 6,400,854 $ 3,055,310 $ 125,512 $ 367,338 $ 9,949,014 As of December 31, 2021 $ 6,628,156 $ 2,870,503 $ 87,410 $ 215,630 $ 9,801,699 (1) For the three months ended September 30, 2022 and 2021, site leasing revenue in Brazil was $ 70.7 million and $ 60.7 million, respectively. For the nine months ended September 30, 2022 and 2021, site leasing revenue in Brazil was $ 209.8 million and $ 174.5 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 as of September 30, 2022 and December 31, 2021. (2) Excludes depreciation, amortization, and accretion. (3) Includes cash paid for capital expenditures, acquisitions, and right-of-use assets. (4) Assets in Other consist primarily of general corporate assets and short-term investments. 15. EARNINGS PER SHARE B asic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method . ‎ 19 Table of Contents The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): For the three months For the nine months ended September 30, ended September 30, 2022 2021 2022 2021 Numerator: Net income attributable to SBA Communications Corporation $ 100,009 $ 47,798 $ 358,150 $ 188,720 Denominator: Basic weighted-average shares outstanding 107,916 109,577 107,950 109,487 Dilutive impact of stock options, RSUs, and PSUs 1,442 1,988 1,466 1,842 Diluted weighted-average shares outstanding 109,358 111,565 109,416 111,329 Net income per common share attributable to SBA Communications Corporation: Basic $ 0.93 $ 0.44 $ 3.32 $ 1.72 Diluted $ 0.91 $ 0.43 $ 3.27 $ 1.70 For the three and nine months ended September 30, 2022 and 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. 16. REDEEMABLE NONCONTROLLING INTERESTS The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater 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 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 ). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs. The components of redeemable noncontrolling interests as of September 30, 2022 are as follows (in thousands): September 30, December 31, 2022 2021 Beginning balance $ 17,250 $ 15,194 Net loss attributable to noncontrolling interests ( 929 ) — Foreign currency translation adjustments ( 201 ) — Purchase of noncontrolling interests — ( 18,000 ) Contribution from joint venture partner — 17,250 Adjustment to redemption amount 24,495 2,806 Ending balance $ 40,615 $ 17,250 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 an 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, 2022, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $ 189.2 million and $ 60.3 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets. 20 Table of Contents 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 $ 114.7 million gain and a $ 47.8 million loss as of September 30, 2022 and December 31, 2021, 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 months ended September 30, 2022 and 2021. For the three months For the nine months ended September 30, ended September 30, 2022 2021 2022 2021 Cash Flow Hedge - Interest Rate Swap Agreement (in thousands) Change in fair value recorded in Accumulated other comprehensive loss, net $ 42,114 $ ( 1,324 ) $ 128,826 $ 24,586 Derivatives Not Designated as Hedges - Interest Rate Swap Agreements Amount reclassified from Accumulated other comprehensive loss, net into Non-cash interest expense $ 11,222 $ 11,222 $ 33,665 $ 33,665