SBA Communications (SBAC) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A71 rewritten62 added33 removed329 unchanged
All filing items964 rewritten488 added507 removed2,039 unchanged
Summary
counted, not written
- Item 1A lists 38 risk factor headings: 3 new, 0 reworded and 35 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 488 added, 507 removed, 964 rewritten and 2,039 unchanged across 17 items that differ.
- New this year: Item 1B. UNRESOLVED STAFF COMMENTS.
New Item 1A headings (3)
- The discontinuation of LIBOR could adversely affect our operating results and financial condition.
- Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result in regulatory penalties or litigation.
- The recent COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our business operations, results of operations, cash flows and financial condition.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
71 rewritten, 62 added, 33 removed, 329 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
Significant consolidation among our wireless service provider customers [removed: may] [added: have resulted and are expected to continue to] result in our customers failing to renew existing leases for tower space [added: as a result of overlapping coverage] or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very [removed: similar, or acquired technologies may be discontinued.][added: similar.]
[added: T-Mobile, Sprint,] AT&T, [removed: Verizon] and [removed: Sprint] [added: Verizon] have grown through acquisitions of other wireless service providers.
For the year ended December 31, [removed: 2019,] [added: 2020, leases with] T-Mobile and [removed: Sprint] [added: Sprint, as they existed prior to the merger,] represented approximately [removed: 17.2%] [added: 17.6%] and [removed: 15.2%] [added: 14.7%] of our total site leasing revenue, respectively.
The revenue generated from [added: legacy] Sprint [added: leases] where both [added: legacy] T-Mobile and [added: legacy] Sprint overlap on sites where both companies leased space represented [removed: 6.0%] [added: 5.9%] of our total site leasing [added: revenue for the year ended December 31, 2020, excluding, and incremental to, the impact from previously disclosed expected consolidation churn from T-Mobile’s MetroPCS and Sprint’s Clearwire networks.]
In addition, these overlapping sites have an average remaining current term of approximately [removed: 4.4] [added: 3.7] years and [removed: 4.6] [added: 5.0] years with Sprint and T-Mobile, [removed: respectively.][added: respectively, as they existed pre-merger.]
If our wireless service provider customers continue to consolidate as a result of, among other factors, limited wireless [removed: spectrum for commercial use in the U.S.,] [added: spectrum,] these consolidations could significantly impact the number of tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating results and our ability to service our indebtedness.
For example, in January 2019, Claro acquired Telefonica’s assets in Guatemala and [removed: El Salvador, two] [added: in July 2020 Liberty Latin American acquired Telefonica’s assets in Costa Rica, three] markets in which we own [added: and operate] towers.
| Percentage of Total Revenues | | | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] |
| AT&T Wireless | | | | [removed: 23.8%] [added: 24.1%] | | [removed: 24.0%] [added: 23.8%] | | [removed: 25.0%] [added: 24.0%] |
| Verizon Wireless | | | | [removed: 14.0%] [added: 14.1%] | | [removed: 14.7%] [added: 14.0%] | | [removed: 15.2%] [added: 14.7%] |
| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] |
| AT&T Wireless | | | | [removed: 32.1%] [added: 32.2%] | | [removed: 31.9%] [added: 32.1%] | | [removed: 32.7%] [added: 31.9%] |
| Verizon Wireless | | | | [removed: 18.6%] [added: 18.5%] | | [removed: 19.0%] [added: 18.6%] | | 19.0% |
| Percentage of International Site Leasing Revenue | | | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] |
| Oi S.A. | | | | [removed: 31.3%] [added: 28.7%] | | [removed: 35.5%] [added: 31.3%] | | [removed: 42.2%] [added: 35.5%] |
| Telefonica | | | | [removed: 26.9%] [added: 18.1%] | | [removed: 26.7%] [added: 26.9%] | | [removed: 25.7%] [added: 26.7%] |
| Claro | | | | [removed: 11.6%] [added: 14.5%] | | [removed: 11.4%] [added: 11.6%] | | [removed: 10.0%] [added: 11.4%] |
| Percentage of Site Development Revenue | | | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] |
In the United States and Canada, each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five years to 10 years with multiple [removed: five year] renewal periods at the option of the tenant.
Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple [removed: five year] renewal periods.
For example, in January 2018, Oi, S.A. (“Oi”), our largest customer in Brazil, emerged from bankruptcy with a reorganization plan and is expected to resolve all of its pre-petition [removed: obligations.][added: obligations by 2022.]
The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
| Total principal amount of indebtedness | | | | | $ | [removed: 10,414,000] [added: 11,180,000] | | $ | [removed: 10,028,000] [added: 10,414,000] |
| Shareholders' deficit | | | | | $ | [removed: (3,667,007)] [added: (4,824,382)] | | $ | [removed: (3,376,823)] [added: (3,667,007)] |
As of December 31, [removed: 2019,] [added: 2020,] this indebtedness represented approximately [removed: $2.9] [added: $2.7] billion, or [removed: 27.4%] [added: 24.3%] of our total indebtedness.
In addition, LIBOR is the subject of recent proposals for reform, and the U.K. Financial Conduct Authority announced its desire to phase out the use of LIBOR by [removed: the end] [added: June] of [removed: 2021.][added: 2023.]
[removed: For example, during 2019, we, through our wholly owned subsidiary, SBA Senior Finance II, LLC, entered into] [added: As of December 31, 2020, we had] interest rate swaps on a portion of our 2018 Term [removed: Loan, which as of December 31, 2019,] [added: Loan that] fixed $1.95 billion in notional value for approximately [removed: 5.25] [added: 4.25] years receiving interest at [removed: one month] [added: one-month] LIBOR plus 175 basis points and paying a fixed rate of [removed: 3.78%.][added: 1.874%.]
[removed: However,] [added: Although] we [added: have used interest rate swaps to mitigate this risk from time to time, we] may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
For example, in [removed: 2019,] [added: 2020,] we passed on more U.S. acquisitions than we did in [removed: 2018] [added: 2019] due to asset quality, price, or lease terms.
Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers, vary greatly, but typically require [removed: antenna] tower [removed: and structure] owners to obtain approval from local officials or community standards organizations prior to tower [removed: or structure] construction or modification.
Due to these risks, it may take longer to complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be higher than we expect or we may not be able to add as many towers as planned in [removed: 2020.][added: 2021.]
The consolidated revenues generated by our international operations were approximately [removed: 18.6%] [added: 19.0%] during the year ended December 31, [removed: 2019,] [added: 2020,] and we anticipate that our revenues from our international operations will continue to grow in the future.
The Argentinean economy was deemed to be “highly inflationary” from a U.S. GAAP perspective as of the second quarter of 2018 and remains highly inflationary as of December 31, [removed: 2019.][added: 2020.]
Although this change did not have a material impact on our financial statements as our assets in and revenue from Argentina were each less than 1% of consolidated assets and revenue, respectively, as of December 31, [removed: 2019,] [added: 2020,] going forward, fluctuations in the Argentinean Peso to U.S. dollar exchange rate could negatively impact our financial results.
For the year ended December 31, [removed: 2019,] [added: 2020,] approximately [removed: 20.1%] [added: 20.4%] of our total cash site leasing revenue was generated by our international operations, of which [removed: 14.2%] [added: 14.5%] was generated in non-U.S. dollar currencies, including [removed: 12.1%] [added: 11.4%] which was denominated in Brazilian Reais.
For example, the Brazilian Real has historically been subject to substantial volatility and weakened [removed: 7.9%] [added: 22.8%] when comparing the average rate for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
Furthermore, we have intercompany loan agreements with our [removed: Brazilian and South African] [added: foreign] subsidiaries to borrow in U.S. Dollars.
For the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we recorded a [removed: $9.0] [added: $145.6] million [removed: gain] [added: loss] and a [removed: $58.8] [added: $9.0] million [removed: loss,] [added: gain,] net of taxes, respectively, on the remeasurement of intercompany loans due to changes in foreign exchange rates.
If consumers significantly reduce their use of wireless services or fail to widely adopt and use new wireless technologies and their products and applications, our wireless service provider customers could [added: experience a reduction in the rate of growth of or a decrease in demand for their services and therefore reduce the amount they invest in their network.]
The FCC [removed: plans] [added: continues] to auction [removed: several] new bands of [removed: spectrum in the future,] [added: spectrum,] including CBRS and C-Band.
Our wireless service providers have and may continue to be subject to consolidation pressures.
During 2020, the consolidation of T-Mobile and Sprint was completed, reducing the number of national wireless service providers in the U.S. to three.
During the second half of 2020 we began to experience non-renewal of certain leases as a result of the T-Mobile/Sprint merger and we expect to continue to experience churn arising from this merger in the upcoming years.
Consolidation of wireless service providers has also occurred in some of our international markets and could continue to occur.
Furthermore, Telefonica has announced its intent to sell its operations in its other Latin American markets, other than Brazil.
In Brazil, as a result of Oi S.A.’s recent restructuring, the Court has approved the sale of all of Oi’s wireless tower assets to the three other telecommunications providers in Brazil, Telefonica, Claro, and TIM.
The sale is subject to regulatory and anti-trust authorizations and the designation of which assets will be assigned to which carrier has not yet been publicized; however, we expect that a portion of our 7,492 tower leases that we had with Oi as of December 31, 2020 will be subject to overlap and may be subject to non-renewal upon expiration of the leases.
As of December 31, 2020, our leases with Oi have an average remaining current term of approximately 13.4 years.
During 2020, as part of its recent restructuring, the Court has approved the sale of all of Oi’s wireless tower assets to the three other telecommunications providers in Brazil, Telefonica, Claro, and TIM.
The
sale is subject to regulatory and anti-trust authorizations and the designation of which assets will be assigned to which carrier has not yet been publicized.
| T-Mobile (1) | | | | 34.5% | | 35.1% | | 34.3% |
(1)Prior year amounts have been adjusted to reflect the merger of T-Mobile and Sprint.
| T-Mobile (1) | | | | 40.5% | | 40.6% | | 39.9% |
| T-Mobile (1) | | | | 66.8% | | 67.5% | | 63.5% |
(1)Prior year amounts have been adjusted to reflect the merger of T-Mobile and Sprint.
| | | | | | 2020 | | | 2019 | |
The discontinuation of LIBOR could adversely affect our operating results and financial condition.
LIBOR has been the subject of recent proposals for reform, and, in July 2017, the U.K. Financial Conduct Authority announced its desire to phase out the use of LIBOR by the end of 2021.
These reforms may cause LIBOR to perform differently than it has in the past, and LIBOR may ultimately cease to exist after June 2023.
These reforms will cause LIBOR to cease to exist and will cause the establishment of an alternative reference rate(s).
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is proposing to replace U.S. dollar LIBOR with a newly created index which is calculated based on repurchase agreements backed by treasury securities.
These alternative rates, if adopted, would be used to calculate our interest rates and/or
payments on our variable rate indebtedness under our Credit Agreement, which matures beyond 2021.
Any new reference rate may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been applicable to our obligations if LIBOR was available in its current form.
As such, the potential effect of any such event is uncertain, but were it to occur, our cost of capital, financial results, cash flows and results of operations may be adversely affected.
It is unknown whether any alternative reference rates will attain market acceptance as replacements of LIBOR.
If LIBOR ceases to exist after 2021, the interest rate on our interest rate swaps may not exactly conform to the new interest rate under our Credit Agreement.
If the fallback LIBOR rate to our interest rate swaps differs from the fallback LIBOR rate under our Credit Agreement, our interest rate swaps could be at least partially ineffective as a hedge and could require us to mark-to-market the ineffective portion of the interest rate swap through our income statement.
As of December 31, 2020 and 2019, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with our foreign subsidiaries was $909.8 million and $899.7 million, respectively.
For the year ended December 31, 2020, we repaid $25.8 million under our intercompany loan with our Brazilian subsidiary.
equipment could reduce demand for our wireless infrastructure.
towers.
Jeffrey A.
Further, as a result of our recent acquisition of a building containing a data center, we also acquired a limited number of residential apartment units and became subject to additional federal, state and local laws and regulations such as building, zoning, landlord/tenant, health and safety, and accessibility governing residential housing.
Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result in regulatory penalties or litigation.
A portion of the activities that support our business involve collection, storage and transfer of sensitive data of our employees, tenants, ground lessors and other third parties, including residential tenants as a result of our recent data center acquisition that included a limited number of residential apartment units.
In recent years there has been increased public attention regarding the protection of personal data and security of data transfers, accompanied by legislation and regulations intended to strengthen data protection and information security.
The evolving nature of privacy laws in the U.S., Brazil and other countries where we have operations could impact our compliance costs in handling such data.
Many data privacy regulations also grant private rights of action, including Brazil's new General Data Protection Law and certain state laws, such as California's Consumer Privacy Act.
These consolidations have led and may continue to lead to non-renewal of certain of our tower leases.
In April 2018, T-Mobile and Sprint entered into a definitive agreement to merge, subject to regulatory approval and other closing conditions.
Both the FCC and the Department of Justice have approved the merger and it is currently expected to close during 2020.
If this potential transaction closes, it may lead to the non-renewal of certain leases as a result of the rationalization of duplicative or overlapping parts of their networks.
revenue for the year ended December 31, 2019, excluding, and incremental to, the impact from previously disclosed expected consolidation churn from T-Mobile’s MetroPCS and Sprint’s Clearwire networks.
In addition, our customers may decide not to renew certain tower leases on towers that do not have duplicative or overlapping antennas, which could further impact our operating results.
Consolidation may also occur among wireless service provider customers in our international markets.
Consolidations in our international markets may also lead to non-renewal of certain of our tower leases, which could adversely affect our operating results.
In addition, the market price of our Class A common stock may be affected by the economic and market perception of the announcement or consummation of wireless service provider customer consolidations and their impact on our future operating results.
| T-Mobile | | | | 18.2% | | 16.4% | | 16.5% |
| Sprint | | | | 16.9% | | 17.9% | | 15.1% |
| T-Mobile | | | | 21.6% | | 20.3% | | 19.7% |
| Sprint | | | | 19.0% | | 19.6% | | 18.9% |
| Sprint | | | | 37.3% | | 47.1% | | 12.9% |
| T-Mobile | | | | 30.2% | | 16.4% | | 26.9% |
| Verizon Wireless | | | | 2.9% | | 6.4% | | 12.8% |
| Nokia, Inc. | | | | 4.3% | | 3.2% | | 10.1% |
However, if Oi is unable to successfully fulfill its reorganization obligations or cannot operate its business on a go-forward basis, it could adversely affect our future results of operations.
| | | | | | 2019 | | | 2018 | |
Furthermore, in an environment of increasing interest rates, it is likely that any future refinancing of our indebtedness will be either at fixed interest rates higher than our current fixed interest rates or at variable rates.
We have and may continue to enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.
In addition, the proposed LIBOR reform could adversely impact these interest rate swaps, which receive interest at a rate based on LIBOR.
As of December 31, 2019, the aggregate amounts outstanding under the intercompany loans with our Brazilian subsidiary and South African subsidiary were $839.8 million and $59.9 million respectively.
experience a reduction in the rate of growth of or a decrease in demand for their services and therefore reduce the amount they invest in their network.
For example, it is currently anticipated that if the Sprint/T-Mobile merger is consummated, (i) the new combined company will have increased willingness and capacity to invest in its network by deploying its 2.5Ghz spectrum holdings and (ii) Dish Network will need to expend significant funds to develop a new nationwide network.
to purchase such land to the extent that the Brazilian regulations permit those assets to be sold.
REIT taxable income (after the application of available NOLs, if any), we will be subject to U.S. federal corporate income tax on our undistributed taxable income.
We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on the gain recognized from a sale of assets occurring during our first five years as a REIT, up to the amount of the built-in gain that existed on January 1, 2016, which is based on the fair market value of those assets in excess of our tax basis in those assets as of January 1, 2016.
Gain from a sale of an asset occurring after the specified period ends will not be subject to this corporate level tax.
We currently do not expect to sell any asset if the sale would result in the imposition of a material tax liability.
We cannot, however, assure you that we will not change our plans in this regard.
could materially and adversely affect our investors or us.
of a premium over prevailing market prices to holders of our Class A common stock, or could limit the ability of our shareholders to approve transactions that they may deem to be in their best interests.
An excerpt. Shown here: 40 of 71 rewritten, 40 of 62 added and all 33 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
168 rewritten, 111 added, 169 removed, 312 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
Our primary business line is our site leasing business, which contributed [removed: 97.7%] [added: 98.4%] of our total segment operating profit for the year ended December 31, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] we owned [removed: 32,403] [added: 32,923] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.
As of December 31, [removed: 2019,] [added: 2020,] (1) no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2019.][added: 2020.]
In addition, as of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 30.5%] [added: 30%] of our total towers are located in Brazil and less than [removed: 3%] [added: 4%] of our total towers are located in any of our other international markets (each country is considered a market).
We derive site leasing revenues primarily from wireless service provider [added: tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo, and TIM.]
In the United States and Canada, our tenant leases are generally for an initial term of five years to 10 years with multiple [removed: five year] renewal periods at the option of the tenant.
Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple [removed: five year] renewal periods.
In the United States and our international markets, ground leases and other property interests are generally for an initial term of five [added: years] to [removed: ten] [added: 10] years with multiple renewal periods, [removed: which are] at our [removed: option.][added: option, and provide for rent escalators which typically average 2-3% annually, or in our South American markets and South Africa, adjust in accordance with a standard cost of living index.]
As of December 31, [removed: 2019,] [added: 2020,] approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.
| Segment operating profit as a percentage of total | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |
| Domestic site leasing | | | [removed: 80.7%] [added: 81.0%] | | | [removed: 81.2%] [added: 80.7%] | | | [removed: 81.8%] [added: 81.2%] |
| International site leasing | | | [removed: 17.0%] [added: 17.4%] | | | [removed: 16.8%] [added: 17.0%] | | | [removed: 16.9%] [added: 16.8%] |
| Total site leasing | | | [removed: 97.7%] [added: 98.4%] | | | [removed: 98.0%] [added: 97.7%] | | | [removed: 98.7%] [added: 98.0%] |
During [removed: 2020,] [added: 2021,] we expect organic site leasing revenue in both our domestic and international segments to increase over [removed: 2019] [added: 2020] levels due in part to wireless carriers deploying unused spectrum.
Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service [added: providers add or upgrade their equipment.]
Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific [removed: technology (e.g. MetroPCS, Leap, Clearwire, and Sprint iDEN).][added: technology.]
While the addition of a cash dividend to our capital allocation strategy [added: in 2019] has provided us with a new tool to return value to our shareholders, we will also continue to make investments focused on increasing Adjusted Funds From Operations per share.
For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2019,] [added: 2020,] included herein.
Revenue from site leasing represents [removed: 92%] [added: 94%] of our total [removed: revenue.][added: revenue for the year ended 2020.]
The site development segment represents approximately [removed: 8%] [added: 6%] of our total revenues.
The accounts receivable balance for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] was [removed: $132.1] [added: $74.1] million and [removed: $111.0] [added: $132.1] million, respectively, of which [removed: $40.7] [added: $14.3] and [removed: $27.1] [added: $40.7] million related to the site development segment, respectively.
In addition, we monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as [removed: determined based on contractual terms.]
We use publicly available data for instruments with similar characteristics when [added: calculating our incremental borrowing rates.]
We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of [removed: the remeasurement of] [added: realized and unrealized gains and losses on] our intercompany loans.
| | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | Currency Impact | | | Currency Change | | | % Change | |
Domestic site leasing revenues increased [removed: $87.0] [added: $71.2] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year, primarily due to (1) revenues from [removed: 428] [added: 283] towers acquired and [removed: 55] [added: 38] towers built since January 1, [removed: 2018] [added: 2019] and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease [removed: non-renewals primarily by MetroPCS, Leap, Clearwire, and Sprint iDEN.][added: non-renewals.]
International site leasing revenues increased [removed: $33.4] [added: $22.4] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year.
On a constant currency basis, international site leasing revenues increased [removed: $54.0] [added: $93.7] million.
These changes were primarily due to (1) revenues from [removed: 3,327] [added: 2,393] towers acquired and [removed: 785] [added: 694] towers built since January 1, [removed: 2018] [added: 2019] and (2) organic site leasing growth from new leases, amendments, and contractual escalators.
Site leasing revenue in Brazil represented [removed: 12.2%] [added: 11.4%] of total site leasing revenue for the period.
No other individual international market represented more than [removed: 3%] [added: 4%] of our total site leasing revenue.
Site development revenues [removed: increased $28.5] [added: decreased $25.1] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to prior year, as a result of [removed: increased] [added: decreased] carrier activity [removed: primarily] driven [removed: by network related projects] [added: primarily] by [removed: Sprint] [added: T-Mobile] and [removed: T-Mobile.][added: Sprint.]
Domestic site leasing segment operating profit increased [removed: $94.7] [added: $72.9] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, [removed: 2018] [added: 2019] and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.
International site leasing segment operating profit increased [removed: $24.0] [added: $20.8] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year.
On a constant currency basis, international site leasing segment operating profit increased [removed: $37.7] [added: $68.8] million.
These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, [removed: 2018] [added: 2019] and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.
Site development [removed: segment] operating [removed: profit increased $5.9] [added: income decreased $4.9] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year, primarily due to [removed: an increase in revenue from increased carrier activity primarily] [added: lower segment operating profit] driven by [removed: network related projects by Sprint] [added: less activity from T-Mobile] and [removed: T-Mobile,] [added: Sprint,] partially offset by a [removed: change] [added: decrease] in [removed: the mix of work performed.][added: selling, general, and administrative expenses.]
| | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | Currency Impact | | | Currency Change | | | % Change | |
Selling, general, and administrative expenses increased [removed: $50.2] [added: $1.6] million for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the prior year.
On a constant currency basis, selling, general, and administrative expenses increased [removed: $51.3] [added: $5.6] million.
COVID-19 Update
During the year ended December 31, 2020, we experienced minimal impact to our business or results of operations from the coronavirus (COVID-19) pandemic.
The extent to which COVID-19 could adversely affect our future business operations will depend on future developments such as the duration of the outbreak, new information on the severity of COVID-19, and methods taken to contain or treat the outbreak of COVID-19.
While the full impact of COVID-19 is not yet known, we will continue to monitor this recent outbreak and the potential effects on our business.
For more information regarding COVID-19, refer to Item 1A.
Risk Factors.
determined based on contractual terms.
| Domestic site leasing | | $ | 1,558,311 | | $ | 1,487,108 | | $ | — | | $ | 71,203 | | | 4.8% |
| International site leasing | | | 396,161 | | | 373,750 | | | (71,307) | | | 93,718 | | | 25.1% |
| Site development | | | 128,666 | | | 153,787 | | | — | | | (25,121) | | | (16.3%) |
| Total | | $ | 2,083,138 | | $ | 2,014,645 | | $ | (71,307) | | $ | 139,800 | | | 6.9% |
| Domestic site leasing | | $ | 256,673 | | $ | 258,413 | | $ | — | | $ | (1,740) | | | (0.7%) |
| International site leasing | | | 117,105 | | | 115,538 | | | (23,306) | | | 24,873 | | | 21.5% |
| Site development | | | 102,750 | | | 119,080 | | | — | | | (16,330) | | | (13.7%) |
| Total | | $ | 476,528 | | $ | 493,031 | | $ | (23,306) | | $ | 6,803 | | | 1.4% |
| Domestic site leasing | | $ | 1,301,638 | | $ | 1,228,695 | | $ | — | | $ | 72,943 | | | 5.9% |
| International site leasing | | | 279,056 | | | 258,212 | | | (48,001) | | | 68,845 | | | 26.7% |
| Site development | | | 25,916 | | | 34,707 | | | — | | | (8,791) | | | (25.3%) |
Site development segment operating profit decreased $8.8 million for the year ended December 31, 2020, as compared to the prior year, as a result of decreased carrier activity driven primarily by T-Mobile and Sprint.
| Domestic site leasing | | $ | 102,889 | | $ | 99,707 | | $ | — | | $ | 3,182 | | | 3.2% |
| International site leasing | | | 34,905 | | | 32,411 | | | (4,058) | | | 6,552 | | | 20.2% |
| Total site leasing | | $ | 137,794 | | $ | 132,118 | | $ | (4,058) | | $ | 9,734 | | | 7.4% |
| Site development | | | 17,663 | | | 21,525 | | | — | | | (3,862) | | | (17.9%) |
| Other | | | 38,810 | | | 39,074 | | | — | | | (264) | | | (0.7%) |
| Total | | $ | 194,267 | | $ | 192,717 | | $ | (4,058) | | $ | 5,608 | | | 2.9% |
These changes were primarily as a result of increases in personnel and other support related costs due in part to our continued international expansion and new business initiatives, as well as charitable contributions related to COVID-19 relief, partially offset by decreases in noncash compensation due to the acceleration of unrecognized stock compensation expense in the prior year related to the adoption of the retirement plan and travel related expenses.
| International site leasing | | | 6,251 | | | 7,295 | | | (960) | | | (84) | | | (1.2%) |
| Total | | $ | 16,582 | | $ | 15,228 | | $ | (960) | | $ | 2,314 | | | 15.2% |
| International site leasing | | | 11,210 | | | 8,899 | | | (1,139) | | | 3,450 | | | 38.8% |
| Total site leasing | | $ | 40,097 | | $ | 33,101 | | $ | (1,139) | | $ | 8,135 | | | 24.6% |
| Total | | $ | 40,097 | | $ | 33,103 | | $ | (1,139) | | $ | 8,133 | | | 24.6% |
On a constant currency basis, asset impairment and decommission costs increased $8.1 million.
| Domestic site leasing | | $ | 539,399 | | $ | 527,718 | | $ | — | | $ | 11,681 | | | 2.2% |
| International site leasing | | | 174,073 | | | 161,183 | | | (31,393) | | | 44,283 | | | 27.5% |
| Site development | | | 2,356 | | | 2,341 | | | — | | | 15 | | | 0.6% |
| Other | | | 6,142 | | | 5,836 | | | — | | | 306 | | | 5.2% |
| Total | | $ | 721,970 | | $ | 697,078 | | $ | (31,393) | | $ | 56,285 | | | 8.1% |
| Domestic site leasing | | $ | 620,132 | | $ | 569,135 | | $ | — | | $ | 50,997 | | | 9.0% |
| International site leasing | | | 52,617 | | | 48,424 | | | (10,451) | | | 14,644 | | | 30.2% |
| Total site leasing | | $ | 672,749 | | $ | 617,559 | | $ | (10,451) | | $ | 65,641 | | | 10.6% |
tenants, including AT&T, T-Mobile, Sprint, Verizon Wireless, Oi S.A., Telefonica, Claro, and TIM.
Ground leases and other property interests provide for rent escalators which typically average 2-3% annually, or in our South American markets and South Africa, adjust in accordance with a standard cost of living index.
providers add or upgrade their equipment.
The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
calculating our incremental borrowing rates.
| Domestic site leasing | | $ | 1,487,108 | | $ | 1,400,095 | | $ | — | | $ | 87,013 | | | 6.2% |
| International site leasing | | | 373,750 | | | 340,339 | | | (20,584) | | | 53,995 | | | 15.9% |
| Site development | | | 153,787 | | | 125,261 | | | — | | | 28,526 | | | 22.8% |
| Total | | $ | 2,014,645 | | $ | 1,865,695 | | $ | (20,584) | | $ | 169,534 | | | 9.1% |
| Domestic site leasing | | $ | 258,413 | | $ | 266,131 | | $ | — | | $ | (7,718) | | | (2.9%) |
| International site leasing | | | 115,538 | | | 106,165 | | | (6,960) | | | 16,333 | | | 15.4% |
| Site development | | | 119,080 | | | 96,499 | | | — | | | 22,581 | | | 23.4% |
| Total | | $ | 493,031 | | $ | 468,795 | | $ | (6,960) | | $ | 31,196 | | | 6.7% |
| Domestic site leasing | | $ | 1,228,695 | | $ | 1,133,964 | | $ | — | | $ | 94,731 | | | 8.4% |
| International site leasing | | | 258,212 | | | 234,174 | | | (13,624) | | | 37,662 | | | 16.1% |
| Site development | | | 34,707 | | | 28,762 | | | — | | | 5,945 | | | 20.7% |
| Domestic site leasing | | $ | 99,707 | | $ | 72,879 | | $ | — | | $ | 26,828 | | | 36.8% |
| International site leasing | | | 32,411 | | | 27,082 | | | (1,151) | | | 6,480 | | | 23.9% |
| Total site leasing | | $ | 132,118 | | $ | 99,961 | | $ | (1,151) | | $ | 33,308 | | | 33.3% |
| Site development | | | 21,525 | | | 16,215 | | | — | | | 5,310 | | | 32.7% |
| Other | | | 39,074 | | | 26,350 | | | — | | | 12,724 | | | 48.3% |
| Total | | $ | 192,717 | | $ | 142,526 | | $ | (1,151) | | $ | 51,342 | | | 36.0% |
These changes were primarily as a result of increases in non-cash compensation, personnel costs, benefits, and other support-related costs.
| International site leasing | | | 7,295 | | | 5,693 | | | (339) | | | 1,941 | | | 34.1% |
| Total | | $ | 15,228 | | $ | 10,961 | | $ | (339) | | $ | 4,606 | | | 42.0% |
| International site leasing | | | 8,899 | | | 7,932 | | | (236) | | | 1,203 | | | 15.2% |
| Total site leasing | | $ | 33,101 | | $ | 26,789 | | $ | (236) | | $ | 6,548 | | | 24.4% |
| Total | | $ | 33,103 | | $ | 27,134 | | $ | (236) | | $ | 6,205 | | | 22.9% |
| Domestic site leasing | | $ | 527,718 | | $ | 511,823 | | $ | — | | $ | 15,895 | | | 3.1% |
| International site leasing | | | 161,183 | | | 151,570 | | | (8,890) | | | 18,503 | | | 12.2% |
| Site development | | | 2,341 | | | 2,556 | | | — | | | (215) | | | (8.4%) |
| Other | | | 5,836 | | | 6,164 | | | — | | | (328) | | | (5.3%) |
| Total | | $ | 697,078 | | $ | 672,113 | | $ | (8,890) | | $ | 33,855 | | | 5.0% |
| Domestic site leasing | | $ | 569,135 | | $ | 525,137 | | $ | — | | $ | 43,998 | | | 8.4% |
| International site leasing | | | 48,424 | | | 41,897 | | | (3,008) | | | 9,535 | | | 22.8% |
| Total site leasing | | $ | 617,559 | | $ | 567,034 | | $ | (3,008) | | $ | 53,533 | | | 9.4% |
| Site development | | | 10,839 | | | 9,646 | | | — | | | 1,193 | | | 12.4% |
| Other | | | (44,910) | | | (32,514) | | | — | | | (12,396) | | | 38.1% |
| Total | | $ | 583,488 | | $ | 544,166 | | $ | (3,008) | | $ | 42,330 | | | 7.8% |
An excerpt. Shown here: 40 of 168 rewritten, 40 of 111 added and 40 of 169 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
19 rewritten, 13 added, 13 removed, 68 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
The following table presents the future principal payment [removed: obligations and] [added: obligations,] fair [removed: values] [added: values, and interest payments] associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2019:][added: 2020:]
| | | [removed: 2020 | | |] 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |] Thereafter | | | Total | | | Fair Value | |
| [removed: 2014] [added: 2017] Senior Notes [removed: (1)] [added: (3)] | | [removed: $] | — | | [removed: $] | [removed: —] [added: 750,000] | | [removed: $] | [removed: 750,000] [added: —] | | [removed: $] | — | | [removed: $] | — | | [removed: $] | — | | [removed: $] | 750,000 | | [removed: $] | [removed: 760,313] [added: 757,500] |
| 2016 Senior Notes | | | — | | | — | | | — | | | [removed: —] [added: 1,100,000] | | | [removed: 1,100,000] [added: —] | | | — | | | 1,100,000 | | | [removed: 1,142,625] [added: 1,127,500] |
| 2013-2C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | [removed: —] [added: 575,000] | | | [removed: 575,000] [added: —] | | | — | | | — | | | 575,000 | | | [removed: 585,954] [added: 599,662] |
| 2014-2C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | — | | | [removed: —] [added: 620,000] | | | [removed: 620,000] [added: —] | | | — | | | 620,000 | | | [removed: 644,912] [added: 670,003] |
| 2017-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | [removed: —] [added: 760,000] | | | [removed: 760,000] [added: —] | | | — | | | — | | | — | | | 760,000 | | | [removed: 763,405] [added: 774,410] |
| 2018-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | [removed: —] [added: 640,000] | | | [removed: 640,000] [added: —] | | | — | | | — | | | 640,000 | | | [removed: 658,266] [added: 671,341] |
| 2019-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | — | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | 1,165,000 | | | [removed: 1,158,057] [added: 1,218,613] |
| Revolving Credit Facility [removed: (1)] | | [added: $] | — | | [added: $] | — | | [added: $] | [removed: —] [added: 380,000] | | [added: $] | [removed: 490,000] [added: —] | | [added: $] | — | | [added: $] | — | | [added: $] | [removed: 490,000] [added: 380,000] | | [added: $] | [removed: 490,000] [added: 380,000] |
| 2018 Term Loan | | | 24,000 | | | 24,000 | | | 24,000 | | | 24,000 | | | [removed: 24,000] [added: 2,244,000] | | | [removed: 2,244,000] [added: —] | | | [removed: 2,364,000] [added: 2,340,000] | | | [removed: 2,369,910] [added: 2,310,750] |
[removed: During 2019,] [added: On August 4, 2020,] we, through our wholly owned subsidiary, SBA Senior Finance II, [removed: LLC,] entered into [added: an] interest rate [removed: swaps on a portion of our 2018 Term Loan, which as of December 31, 2019, swapped] [added: swap for] $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of [removed: 3.78%] [added: 1.874%] per annum through the maturity date of the 2018 Term Loan.
For the year ended December 31, [removed: 2019,] [added: 2020,] approximately [removed: 13.2%] [added: 13.7%] of our revenues and approximately [removed: 16.2%] [added: 17.5%] of our total operating expenses were denominated in foreign currencies.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2019.][added: 2020.]
[removed: As of December 31, 2019, the analysis indicated that such an adverse] movement would have caused our revenues and operating income to decline by approximately 1.0% and [removed: 0.6%,] [added: 0.5%,] respectively, for the year ended December 31, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2019] [added: 2020] would have resulted in approximately [removed: $76.2] [added: $76.6] million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2019.][added: 2020.]
- our expectations regarding our debt service in [removed: 2020] [added: 2021] and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months; and
- the impact of consolidation among wireless service providers, including the [removed: potential] impact of [removed: the proposed merger between Sprint and] T-Mobile [removed: if consummated, on our leasing revenue;][added: and Sprint;]
| 2020-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 750,000 | | | 750,000 | | | 752,910 |
| 2020-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 600,000 | | | 600,000 | | | 597,840 |
| 2020 Senior Notes | | | — | | | — | | | — | | | — | | | — | | | 1,500,000 | | | 1,500,000 | | | 1,567,500 |
| Total debt obligation (4) | | $ | 24,000 | | $ | 1,534,000 | | $ | 1,619,000 | | $ | 1,744,000 | | $ | 3,409,000 | | $ | 2,850,000 | | $ | 11,180,000 | | $ | 11,428,029 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest payments (2)(4) | | $ | 347,854 | | $ | 323,192 | | $ | 254,645 | | $ | 218,840 | | $ | 100,096 | | $ | 94,739 | | $ | 1,339,367 | | | |
(1)For information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments and Debt Service Requirements above.
(2)Represents interest payments based on the 2013-2C Tower Securities interest rate of 3.722%, the 2014-2C Tower Securities interest rate of 3.869%, the 2017-1C Tower Securities interest rate of 3.168%, the 2018-1C Tower Securities interest rate of 3.448%, the 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2018 Term Loan at an average interest rate of 1.878% (which includes the impact of interest rate swaps) as of December 31, 2020, the Revolving Credit Facility at an average interest rate of 1.610% as of December 31, 2020, the 2016 Senior Notes interest rate of 4.875%, the 2017 Senior Notes interest rate of 4.000%, and the 2020 Senior Notes interest rate of 3.875%.
(3)The 2017 Senior Notes were redeemed on February 11, 2021.
(4)Excludes obligations on the $1.5 billion 2021 Senior Notes issued January 29, 2021.
As of December 31, 2020, the analysis indicated that such an adverse
- our expectations regarding consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;
- the extent and duration of the impact of the COVID-19 crisis on the global economy, on our business and results of operations, and on foreign currency exchange rates;
| 2017 Senior Notes | | | — | | | — | | | 750,000 | | | — | | | — | | | — | | | 750,000 | | | 764,063 |
| 2015-1C Tower Securities (2) | | | 500,000 | | | — | | | — | | | — | | | — | | | — | | | 500,000 | | | 502,095 |
| 2016-1C Tower Securities (2) | | | — | | | 700,000 | | | — | | | — | | | — | | | — | | | 700,000 | | | 704,095 |
| Total debt obligation | | $ | 524,000 | | $ | 724,000 | | $ | 2,284,000 | | $ | 1,729,000 | | $ | 1,744,000 | | $ | 3,409,000 | | $ | 10,414,000 | | $ | 10,543,695 |
(1)Proceeds from the February 4, 2020 issuance of the 2020 Senior Notes were used to redeem all of the outstanding principal amount of the 2014 Senior Notes and repay a portion of the amount outstanding under the Revolving Credit Facility.
(2)The anticipated repayment date and the final maturity date for the 2013-2C Tower Securities is April 11, 2023 and April 9, 2048, respectively.
The anticipated repayment date and the final maturity date for the 2014-2C Tower Securities is October 8, 2024 and October 8, 2049, respectively.
The anticipated repayment date and the final maturity date for the 2015-1C Tower Securities is October 8, 2020 and October 10, 2045, respectively.
The anticipated repayment date and the final maturity date for the 2016-1C Tower Securities is July 9, 2021 and July 10, 2046, respectively.
The anticipated repayment date and the final maturity date for the 2017-1C Tower Securities is April 11, 2022 and April 9, 2047, respectively.
The anticipated repayment date and the final maturity date for the 2018-1C Tower Securities is March 9, 2023 and March 9, 2048, respectively.
The anticipated repayment date and the final maturity date for the 2019-1C Tower Securities is January 12, 2025 and January 12, 2050, respectively.
- our expectations regarding the impact of the proposed Sprint/T-Mobile merger, if consummated;
Item 1. BUSINESS
38 rewritten, 31 added, 18 removed, 173 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
Our primary business line is our site leasing business, which contributed [removed: 97.7%] [added: 98.4%] of our total segment operating profit for the year ended December 31, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] we owned [removed: 32,403] [added: 32,923] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.
As of December 31, [removed: 2019,] [added: 2020,] we had an average of 1.8 tenants per tower structure.
[removed: *Systematic] [added: *Systematic] Tower Portfolio Growth*.
Accordingly, our tower growth in these markets is primarily driven by (1) wireless service providers seeking to increase the quality and coverage of their networks, (2) increased consumer mobile data traffic, such as media streaming, mobile apps and games, web browsing, and email, and (3) incremental spectrum [removed: auctions, which have resulted in new market entrants,] [added: auctions] as well as incremental voice and data network deployments.
As of December 31, [removed: 2019,] [added: 2020,] approximately 71% of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was 35 years.
As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 8.6%] [added: 10.6%] of our tower structures had ground leases or other property interests maturing in the next 10 years.
*Exploring Opportunities in Evolving Technologies and Ancillary Services.* In addition to our traditional tower-related services, we are currently exploring ancillary services and evolving technologies that we believe will allow us to create [added: additional] value by leveraging our current assets and relationships with wireless service [removed: providers.][added: providers and expand SBA's business within the growing communications ecosystem.]
We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and [removed: add new equipment at existing sites.]
For example, recent and future spectrum auctions, such as the [removed: future] CBRS and C-Band auctions, and a new network for first responders that [removed: is being] [added: was] developed by AT&T for the First Responder Network [removed: Authority (“FirstNet”),] [added: Authority,] an independent authority within the [added: U.S.] Department of Commerce, are expected to contribute to growth in the upcoming years.
In addition, the [added: continued] deployment of 5G wireless technologies is expected to increase equipment installation at existing sites.
We believe that the [removed: world-wide] [added: worldwide] wireless industry will continue to grow and is reasonably well-capitalized, highly competitive and focused on quality and advanced services.
As of December 31, [removed: 2019,] [added: 2020,] we owned [removed: 16,401] [added: 16,546] sites in the United States and its territories.
For the year ended December 31, [removed: 2019,] [added: 2020,] we generated [removed: 80.5%] [added: 79.7%] of our total site leasing revenue from these sites.
We derive domestic site leasing revenues primarily from [removed: AT&T, Sprint,] T-Mobile, [added: AT&T,] and Verizon Wireless.
In the United States, our tenant leases are generally for an initial term of five years to 10 years with multiple [removed: five year] renewal periods at the option of the tenant.
Our ground leases in the United States are generally for an initial term of five years or more with multiple [removed: five year] renewal periods, at our option, and provide for rent escalators which typically average 2-3% annually.
As of December 31, [removed: 2019, (1)] [added: 2020,] no U.S. state or territory [removed: included] [added: had] more than 10% of our total tower portfolio by tower [removed: count, and (2) no U.S. state] [added: count] or [removed: territory accounted for] more than 10% of our total revenues for the year ended December 31, [removed: 2019.][added: 2020.]
We currently [added: own and] operate [added: towers] in 13 international markets throughout South America, Central America, Canada, and South Africa.
As of December 31, [removed: 2019,] [added: 2020,] we owned [removed: 16,002] [added: 16,377] sites in our international markets, of which [removed: 30.5%] [added: 30%] of our global sites are located in Brazil and less than [removed: 3%] [added: 4%] of our global sites are located in each of our other international markets (each country is considered a market).
In Canada, our tenant leases are generally for an initial term of five years to 10 years with multiple [removed: five year] renewal periods at the option of the tenant.
[removed: These tenant] leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods.
Tenant leases in South Africa and our Central and South American markets typically have an initial term of 10 years with multiple [removed: five year] renewal periods.
In certain international markets such as Brazil, tenant leases are typically governed by master lease agreements, which provide for the material terms and [added: conditions that will govern the terms of the use of the site.]
[removed: Tenant] [added: Site] leases in South America typically provide [added: for] a [removed: pass-through] [added: fixed rental amount and a pass through] charge for the underlying rent [removed: for property interests in addition] [added: related] to [removed: the base tenant rent.][added: ground leases and other property interests.]
In Central America and Canada, ground leases and other property interests provide for rent escalators which typically average 2-3% annually, or in South American [removed: markets] and South [removed: Africa,] [added: African markets,] adjust in accordance with a standard cost of living index.
Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers that generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing [removed: activities, such as antenna and equipment installation at our tower locations.][added: activities.]
| Percentage of Total Revenues | | | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | [removed: 2017] [added: 2018] |
| AT&T Wireless | | | | [removed: 23.8%] [added: 24.1%] | | [removed: 24.0%] [added: 23.8%] | | [removed: 25.0%] [added: 24.0%] |
| Verizon Wireless | | | | [removed: 14.0%] [added: 14.1%] | | [removed: 14.7%] [added: 14.0%] | | [removed: 15.2%] [added: 14.7%] |
In addition to the Big [removed: 4] [added: 3] wireless carriers [removed: (AT&T, T-Mobile, Sprint,] [added: (T-Mobile, AT&T,] and Verizon Wireless), we have also provided services or leased space to a number of customers including:
Our corporate offices are located in [removed: our headquarters in] Boca Raton, Florida.
As of December 31, [removed: 2019,] [added: 2020,] we had [removed: 1,475] [added: 1,483] employees of which [removed: 435] [added: 421] were based outside of the U.S. and its territories.
*Federal Regulations.* In the U.S., which accounted for [removed: 80.5%] [added: 79.7%] of our total site leasing revenue for the year ended December 31, [removed: 2019,] [added: 2020,] both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate towers.
In addition, any applicant for an FCC tower structure registration (through the FCC’s Antenna Structure Registration System) must certify that, consistent with the Anti-Drug Abuse Act of 1988, neither the applicant nor its principals are subject to a denial of federal benefits because of a conviction [added: for the possession or distribution of a controlled substance.]
In the event the FCC determines the proposed structure or operation would have a significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an [removed: environmental impact statement, which will be subject to public comment.]
FCC rules establish presumptively reasonable time periods for state and local authorities to act on [added: applications to collocate a facility or deploy a facility, such as a tower.]
We make available, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on our website under “Investor Relations – Reports and Results – SEC Filings,” as soon as [removed: reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”).]
This includes supporting efforts for Edge Computing and Private Networks utilizing Citizens Broadband Radio Service (“CBRS”) technology.
For example, we are exploring ways to participate in mobile edge computing infrastructure to support existing and future customers’ increasing need to spread computing capabilities to more locations, such as regional data centers and smaller local data centers at our towers.
SBA has invested in two regional data centers and one tower-based data center in support of this initiative.
With regard to private networks, SBA has recently partnered with the City of Indianapolis to launch an eLearning network pilot for Marion County schools to help close the digital divide through the deployment of a private CBRS network.
The network deployment is designed to leverage Marion Country School assets and SBA tower assets to extend the network to the students in their homes.
add new equipment at existing sites.
According to a report published by Ericsson in November 2020, global total mobile data traffic is estimated to reach around 51 exabytes per month by the end of 2020 and is projected to grow by a factor of around 4.5 to reach 226EB per month in 2026.
These tenant
| T-Mobile (1) | | | | 34.5% | | 35.1% | | 34.3% |
(1)Prior year amounts have been adjusted to reflect the merger of T-Mobile and Sprint on April 1, 2020.
Human Capital
Of this total, our employees work in the following departments: 364 in site leasing operations, 387 in site development, 652 in corporate support, 57 in sales and marketing, and 23 in safety.
We seek to foster an inclusive work environment, and we respect the diversity our employees bring to the organization through their unique ideas, opinions and contributions.
We believe it is essential to recognize and value these differences, which is one
of the many reasons SBA holds quarterly Town Hall meetings and other informal meetings with executives, elicits employee feedback, and conducts annual performance evaluations.
In line with our commitment to diversity, 23.1% of our U.S. new hires in 2020 were women and 34.4% were ethnic minorities.
The well-being of our employees is a crucial element of our culture, employee engagement, and productivity.
We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, family leave, holiday and paid time off, and tuition assistance.
We also invest in our employees’ professional growth and development by providing resources and opportunities to develop their skills and expand their expertise.
We value all those who serve our country and are proud to support military veterans and their families as they transition out of the military.
SBA has earned the distinction of being a Military Friendly Employer and a Veteran Employer.
We are proud to have veterans on our team - their integrity, work ethic, ability to adapt and strong teamwork skills blend well with the SBA core values.
In 2020, over 7% of our employees were veterans, and we have collaborated with Hiring Our Heroes, DirectEmployers, and RecruitMilitary to actively hire veterans.
At SBA, providing a safe and healthy work environment for the protection of our employees is paramount.
The safety of our tower climbers has been a key focus of the company since it started in 1989.
In 2013, we opened our internal facility "Tower U" which provides a rigorous multi-day safety certification program that is required for all our employed tower climbers.
We are proud of the fact that our average lost-day incident rate in the U.S. (days away from work due to workplace incidents) for 2020 was below the 2019 Bureau of Labor benchmark.
Our "Tower U" safety professionals offer tower rescue training to first responders because we recognize that the safety of these first responders is paramount to the communities in which we operate.
environmental impact statement, which will be subject to public comment.
This FCC ruling has been affirmed by a federal appellate court.
reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”).
For example, we are exploring opportunities to participate in mobile edge computing opportunities and, in connection, have recently invested in a data center.
Global mobile data traffic is forecast to reach 160 exabytes per month by 2025, an increase of 321% over the end of 2019.
For example, if the proposed Sprint/T-Mobile merger is consummated, to meet future consumer demand, the new combined Sprint/T-Mobile is expected to need to invest in its network by deploying its 2.5Ghz spectrum holdings, and Dish Network is expected to need to expend significant funds to develop a new nationwide network.
conditions that will govern the terms of the use of the site.
| T-Mobile | | | | 18.2% | | 16.4% | | 16.5% |
| Sprint | | | | 16.9% | | 17.9% | | 15.1% |
Employees
for the possession or distribution of a controlled substance.
applications to collocate a facility or deploy a facility, such as a tower.
Although this FCC ruling is currently the subject of petitions for reconsideration before the FCC and petitions for review before a federal appellate court, it remains in effect.
Backlog
Backlog related to our site leasing business consists of lease agreements and amendments, which have been signed, but have not yet commenced.
As of December 31, 2019, we had 643 new leases and amendments which had been executed with customers but which had not begun generating revenue.
These leases and amendments will contractually provide for approximately $21.8 million of annual revenue.
By comparison, as of December 31, 2018, we had 820 new leases and amendments which had been executed with customers but which had not begun generating revenue.
These leases and amendments contractually provided for approximately $15.7 million of annual revenue.
Our backlog for site development services consists of the value of work that has not yet been completed under executed contracts.
As of December 31, 2019, we had approximately $54.8 million of contractually committed revenue as compared to approximately $76.1 million as of December 31, 2018.
Cover and table of contents
23 rewritten, 3 added, 1 removed, 68 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
For the fiscal year ended December [removed: 31, 2019][added: 31, 2020]
For the transition period [removed: from to][added: from ___________ to ___________]
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $25.2] [added: $33.0] billion as of June 30, [removed: 2019.][added: 2020.]
The number of shares outstanding of the Registrant’s common stock (as of February 18, [removed: 2020):] [added: 2021):] Class A common stock — [removed: 111,929,411.][added: 109,324,399.]
Portions of the Registrant’s definitive proxy statement for its [removed: 2020] [added: 2021] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2019,] [added: 2020,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.
| ITEM 1A. | [RISK FACTORS](#Item1A) | [removed: 7] [added: 8] |
| ITEM 2. | [PROPERTIES](#Item2) | [removed: 21] [added: 22] |
| ITEM 3. | [LEGAL PROCEEDINGS](#Item3) | [removed: 21] [added: 22] |
| ITEM 4. | [MINE SAFETY DISCLOSURE](#Item4) | [removed: 21] [added: 22] |
| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5) | [removed: 21] [added: 23] |
| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 24] [added: 23] |
| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7A) | [removed: 42] [added: 39] |
| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 45] [added: 42] |
| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 45] [added: 42] |
| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 45] [added: 42] |
| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 48] [added: 45] |
| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 48] [added: 45] |
| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 48] [added: 45] |
| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 48] [added: 45] |
| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 48] [added: 46] |
| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 48] [added: 46] |
| ITEM 16. | [FORM 10-K SUMMARY](#Item16) | [removed: 53] [added: 51] |
| [SIGNATURES](#Signatures) | | [removed: 54] [added: 52] |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#Item1B) | 22 |
| ITEM 6. | [RESERVED](#Item6) | 23 |
| ITEM 6. | [SELECTED FINANCIAL DATA](#Item6) | 23 |
Item 1B. UNRESOLVED STAFF COMMENTS
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None.
Item 2. PROPERTIES
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As of December 31, [removed: 2019,] [added: 2020,] approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.
Ground leases and other property interests are generally for an initial term of five years or more with multiple [removed: five year] renewal periods, for a total of 30 years or more.
As of December 31, [removed: 2019,] [added: 2020,] we had an average of 1.8 tenants per tower structure.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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As of February 18, [removed: 2020,] [added: 2021,] there were [removed: 120] [added: 277] record holders of our Class A common stock.
As of December 31, [removed: 2019, $652.9] [added: 2020, $651.1] million of the federal NOLs are attributes of the REIT.
The amount of future distributions will be determined, from time to time, by [removed: the board] [added: our Board] of [removed: directors] [added: Directors] to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in [added: quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.]
The actual amount, timing and frequency of future dividends, will be at the sole discretion of [removed: the board] [added: our Board] of [removed: directors] [added: Directors] and will be declared based upon various factors, many of which are beyond our control.
The following table presents information related to our repurchases of Class A common stock during the fourth quarter of [removed: 2019:][added: 2020:]
(1)On [removed: July 29, 2019,] [added: November 2, 2020,] our Board of Directors authorized a [added: new $1.0 billion] stock repurchase plan, replacing the [added: prior] plan authorized on [removed: February 16, 2018] [added: July 29, 2019] which had [removed: a] [added: $124.3 million] remaining [removed: authorization of $110.0 million.][added: from the previous authorization.]
This new plan authorizes [removed: us to] [added: the] purchase, from time to time, [added: of] up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange [removed: Act,] [added: Act] and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal [removed: requirements,] [added: requirements] and other factors.
[removed: This] [added: The new] plan has no time deadline and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.
| 10/1/2020 - 10/31/2020 | | 415,151 | | $ | 299.54 | | 415,151 | | $ | 124,307,081 |
| 11/1/2020 - 11/30/2020 | | 917,771 | | $ | 291.15 | | 917,771 | | $ | 732,792,593 |
| 12/1/2020 - 12/31/2020 | | 318,262 | | $ | 278.86 | | 318,262 | | $ | 644,040,680 |
| Total | | 1,651,184 | | $ | 290.89 | | 1,651,184 | | $ | 644,040,680 |
As of the date of this filing, we had $500.0 million remaining under the current authorized stock repurchase plan.
quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.
| 10/1/2019 - 10/31/2019 | | — | | $ | — | | — | | $ | 824,306,904 |
| 11/1/2019 - 11/30/2019 | | 495,923 | | $ | 231.89 | | 495,923 | | $ | 709,307,298 |
| 12/1/2019 - 12/31/2019 | | 363,307 | | $ | 233.96 | | 363,307 | | $ | 624,306,987 |
| Total | | 859,230 | | $ | 232.77 | | 859,230 | | $ | 624,306,987 |
Item 6. RESERVED
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The following table sets forth selected historical financial data as of and for each of the five years in the period ended December 31, 2019.
The financial data for the fiscal years ended 2019, 2018, 2017, 2016, and 2015 have been derived from our audited consolidated financial statements.
You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial statements included in this Form 10-K.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| | | For the year ended December 31, | | | | | | | | | | | | | |
| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | (audited) (in thousands, except for per share data) | | | | | | | | | | | | | |
| Revenues: | | | | | | | | | | | | | | | |
| Site leasing | | $ | 1,860,858 | | $ | 1,740,434 | | $ | 1,623,173 | | $ | 1,538,070 | | $ | 1,480,634 |
| Site development | | | 153,787 | | | 125,261 | | | 104,501 | | | 95,055 | | | 157,840 |
| Total revenues | | | 2,014,645 | | | 1,865,695 | | | 1,727,674 | | | 1,633,125 | | | 1,638,474 |
| Operating expenses: | | | | | | | | | | | | | | | |
| Cost of revenues (exclusive of depreciation, accretion, | | | | | | | | | | | | | | | |
| and amortization shown below): | | | | | | | | | | | | | | | |
| Cost of site leasing | | | 373,951 | | | 372,296 | | | 359,527 | | | 342,215 | | | 324,655 |
| Cost of site development | | | 119,080 | | | 96,499 | | | 86,785 | | | 78,682 | | | 119,744 |
| Selling, general, and administrative expenses | | | 192,717 | | | 142,526 | | | 130,697 | | | 143,349 | | | 114,951 |
| Acquisition and new business initiatives related | | | | | | | | | | | | | | | |
| adjustments and expenses | | | 15,228 | | | 10,961 | | | 12,367 | | | 13,140 | | | 11,864 |
| Asset impairment and decommission costs | | | 33,103 | | | 27,134 | | | 36,697 | | | 30,242 | | | 94,783 |
| Depreciation, accretion, and amortization | | | 697,078 | | | 672,113 | | | 643,100 | | | 638,189 | | | 660,021 |
| Total operating expenses | | | 1,431,157 | | | 1,321,529 | | | 1,269,173 | | | 1,245,817 | | | 1,326,018 |
| Operating income | | | 583,488 | | | 544,166 | | | 458,501 | | | 387,308 | | | 312,456 |
| Other income (expense): | | | | | | | | | | | | | | | |
| Interest income | | | 5,500 | | | 6,731 | | | 11,337 | | | 10,928 | | | 3,894 |
| Interest expense | | | (390,036) | | | (376,217) | | | (323,749) | | | (329,171) | | | (322,366) |
| Non-cash interest expense | | | (3,193) | | | (2,640) | | | (2,879) | | | (2,203) | | | (1,505) |
| Amortization of deferred financing fees | | | (22,466) | | | (20,289) | | | (21,940) | | | (21,136) | | | (19,154) |
| Loss from extinguishment of debt, net | | | (457) | | | (14,443) | | | (1,961) | | | (52,701) | | | (783) |
| Other income (expense), net | | | 14,053 | | | (85,624) | | | (2,418) | | | 94,278 | | | (139,137) |
| Total other expense, net | | | (396,599) | | | (492,482) | | | (341,610) | | | (300,005) | | | (479,051) |
| Income (loss) before income taxes | | | 186,889 | | | 51,684 | | | 116,891 | | | 87,303 | | | (166,595) |
| Provision for income taxes | | | (39,605) | | | (4,233) | | | (13,237) | | | (11,065) | | | (9,061) |
| Net income (loss) | | | 147,284 | | | 47,451 | | | 103,654 | | | 76,238 | | | (175,656) |
| Net (income) attributable to noncontrolling interests | | | (293) | | | — | | | — | | | — | | | — |
| Net income (loss) attributable to SBA Communications Corporation | | $ | 146,991 | | $ | 47,451 | | $ | 103,654 | | $ | 76,238 | | $ | (175,656) |
| Net income (loss) per common share attributable to SBA | | | | | | | | | | | | | | | |
| Communications Corporation: | | | | | | | | | | | | | | | |
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 74 removed. The counts are complete. For every sentence, read Item 6. RESERVED in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
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Disclosure Controls and Procedures – We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”),] [added: Act,] is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2019,] [added: 2020,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).
Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2019,] [added: 2020,] our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] based upon criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2019] [added: 2020] based on the criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by COSO.
We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, SBA Communications Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and the related consolidated statements of operations, comprehensive income (loss), shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a) [removed: of the Company] and our report dated February [removed: 24, 2020] [added: 25, 2021] expressed an unqualified opinion thereon.
February 25, 2021
February 24, 2020
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2020.][added: 2021.]
Item 11. EXECUTIVE COMPENSATION
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The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2020.][added: 2021.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The items required by Part III, Item [removed: 12] [added: 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K,] are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2020.][added: 2021.]
Equity Compensation Plan
The following table summarizes information with respect to the Registrant’s compensation plans under which the Registrant’s equity securities are authorized for issuance as of December 31, 2020:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | Equity Compensation Plan Information | | | | | | |
| | | As of December 31, 2020 | | | | | | |
| | | (in thousands, except exercise price) | | | | | | |
| | | | | | | | | Number of Securities |
| | | Number of Securities | | | Weighted Average | | | Remaining Available for |
| | | to be Issued | | | Exercise Price | | | Future Issuance Under |
| | | Upon Exercise of | | | of Outstanding | | | Equity Compensation Plans |
| | | Outstanding Options, | | | Options, Warrants | | | (Excluding Securities |
| | | Warrants and Rights | | | and Rights | | | Reflected in first column (a)) |
| | | (a) | | | | (b) | | (c) |
| Equity compensation plans approved by | | | | | | | | |
| security holders | | | | | | | | |
| 2010 Plan | | 3,617 | (1) | | $ | 126.63 | | — |
| 2020 Plan | | 7 | (2) | | | — | | 3,010 |
| Equity compensation plans not approved by | | | | | | | | |
| security holders | | — | | | | | | — |
| Total | | 3,624 | | | $ | 126.38 | | 3,010 |
(1)Included in the number of securities in column (a) is 267,536 restricted stock units and 146,430 performance-based restricted stock units, which have no exercise price.
The weighted average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $143.01.
(2)Included in the number of securities in column (a) is 5,972 restricted stock units and 1,186 performance-based restricted stock units, which have no exercise price.
There were no other outstanding options, warrants, or rights under the 2020 Plan.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2020.][added: 2021.]
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2020.][added: 2021.]
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
36 rewritten, 12 added, 5 removed, 85 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
[removed: (2)Financial] [added: (1)Financial] Statement Schedules
(2)As of December 31, [removed: 2019,] [added: 2020,] certain assets secure debt of $7.8 billion.
| | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |
| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 5,561,005] [added: 5,833,338] | | $ | [removed: 5,340,858] [added: 5,561,005] | | $ | [removed: 5,079,660] [added: 5,340,858] |
| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 111,734] [added: 80,582] | | | [removed: 131,686] [added: 111,734] | | | [removed: 112,979] [added: 131,686] |
| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 48,975] [added: 40,493] | | | [removed: 54,237] [added: 48,975] | | | [removed: 70,361] [added: 54,237] |
| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 63,998] [added: 36,211] | | | [removed: 49,201] [added: 63,998] | | | [removed: 43,288] [added: 49,201] |
| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 39,298] [added: 28,918] | | | [removed: 37,032] [added: 39,298] | | | [removed: 41,657] [added: 37,032] |
| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 28,960] [added: 28,426] | | | [removed: 30,048] [added: 28,960] | | | [removed: 29,391] [added: 30,048] |
| Total additions | | | | | | | | | | | | | | | | | | [removed: 292,965] [added: 233,772] | | | [removed: 302,204] [added: 292,965] | | | [removed: 297,676] [added: 302,204] |
| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: (856)] [added: —] | | | [removed: (1,083)] [added: (856)] | | | [removed: (1,027)] [added: (1,083)] |
| Impairment | | | | | | | | | | | | | | | | | | [removed: (9,587)] [added: (17,064)] | | | [removed: (17,130)] [added: (9,587)] | | | [removed: (34,101)] [added: (17,130)] |
| Other [removed: (2)] [added: (3)] | | | | | | | | | | | | | | | | | | [removed: (10,189)] [added: (86,998)] | | | [removed: (63,844)] [added: (10,189)] | | | [removed: (1,350)] [added: (63,844)] |
| Total deductions | | | | | | | | | | | | | | | | | | [removed: (20,632)] [added: (104,062)] | | | [removed: (82,057)] [added: (20,632)] | | | [removed: (36,478)] [added: (82,057)] |
| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 5,833,338] [added: 5,963,048] | | $ | [removed: 5,561,005] [added: 5,833,338] | | $ | [removed: 5,340,858] [added: 5,561,005] |
[removed: (2)Primarily] [added: (3)Primarily] represents cumulative translation adjustments related to changes in foreign currency exchange rates.
| | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |
| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (2,868,507)] [added: (3,133,061)] | | $ | [removed: (2,627,841)] [added: (2,868,507)] | | $ | [removed: (2,396,587)] [added: (2,627,841)] |
| Depreciation | | | | | | | | | | | | | | | | | | [removed: (269,606)] [added: (275,947)] | | | [removed: (257,469)] [added: (269,606)] | | | [removed: (248,818)] [added: (257,469)] |
| Other (1) | | | | | | | | | | | | | | | | | | [removed: (83)] [added: (38)] | | | [removed: (25)] [added: (83)] | | | [removed: —] [added: (25)] |
| Total additions | | | | | | | | | | | | | | | | | | [removed: (269,689)] [added: (275,985)] | | | [removed: (257,494)] [added: (269,689)] | | | [removed: (248,818)] [added: (257,494)] |
| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 2,887] [added: 4,244] | | | [removed: 4,392] [added: 2,887] | | | [removed: 17,051] [added: 4,392] |
| Other (1) | | | | | | | | | | | | | | | | | | [removed: 2,248] [added: 21,432] | | | [removed: 12,436] [added: 2,248] | | | [removed: 513] [added: 12,436] |
| Total deductions | | | | | | | | | | | | | | | | | | [removed: 5,135] [added: 25,676] | | | [removed: 16,828] [added: 5,135] | | | [removed: 17,564] [added: 16,828] |
| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (3,133,061)] [added: (3,383,370)] | | $ | [removed: (2,868,507)] [added: (3,133,061)] | | $ | [removed: (2,627,841)] [added: (2,868,507)] |
| 4.1 | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834d8k12b.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex41.htm)] | | 8-K | | 01/17/17 |
| [removed: 4.28] [added: 4.32] | | [removed: [Indenture,] [added: [Indenture] dated as of [removed: October 13, 2017,] [added: January 29, 2021,] between SBA Communications Corporation and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/1034054/000119312517311034/d472591dex428.htm).] [added: Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex432.htm)] | | 8-K | | [removed: 10/16/17] [added: 01/29/21] |
| [removed: 4.29] [added: 4.33] | | [Form of [removed: 4.00%] [added: 3.125%] Senior Notes due [removed: 2022] [added: 2029] (included in Exhibit [removed: 4.28).](http://www.sec.gov/Archives/edgar/data/1034054/000119312517311034/d472591dex428.htm)] [added: 4.32).](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex432.htm)] | | 8-K | | [removed: 10/16/17] [added: 01/29/21] |
| [removed: 10.35G] [added: 10.35I] | | [Employment Agreement, dated August [removed: 15, 2017,] [added: 3, 2020,] between SBA Communications Corporation and Jeffrey A. [removed: Stoops.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405417000010/sbac-20170930xex10_35g.htm)] [added: Stoops.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405420000010/c054-20200930xex10_35i.htm)] | | 10-Q | | Quarter ended September 30, [removed: 2017] [added: 2020] |
| [removed: 10.93] [added: 10.99] | | [Purchase Agreement, dated [removed: September 10, 2019,] [added: July 8, 2020,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312519244905/d797186dex1093.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520192636/d97554dex1099.htm)] | | 8-K | | [removed: 09/13/19] [added: 07/14/20] |
| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex21.htm)] | | | | |
| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex23_1.htm)] | | | | |
| 31.1 | | [Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex31_1.htm)] | | | | |
| 31.2 | | [Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex31_2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex31_2.htm)] | | | | |
| 32.1 | | [Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex32_1.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex32_1.htm)] | | | | |
| 32.2 | | [Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405420000003/sbac-20191231xex32_2.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405421000003/sbac-20201231xex32_2.htm)] | | | | |
| 32,923 sites | (1) | $ | 7,830,000 | (2) | | (3) | | | (3) | | $ | 5,963,048 | (4) | | $ | (3,383,370) | | Various | | | Various | | | Up to 20 years |
| Other (2) | | | | | | | | | | | | | | | | | | 19,142 | | | — | | | — |
(2)Represents changes to the Company’s asset retirement obligations.
| 4.30A | | [Supplemental Indenture dated as of May 26, 2020, between SBA Communications Corporation and U.S. Bank National Association to the Indenture, dated as of February 4, 2020, between SBA Communications Corporation and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520154156/d937378dex432.htm) | | 8-K | | 05/28/20 |
| 10.2 | | [Purchase Agreement, dated January 14, 2021, among SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex102.htm) | | 8-K | | 01/29/21 |
| 10.3 | | [Registration Rights Agreement, dated January 29, 2021, between SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312521022691/d107794dex103.htm) | | 8-K | | 01/29/21 |
| 10.12F | | [Sixth Loan and Security Agreement Supplement, dated as of July 14, 2020, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520195546/d948096dex1012f.htm) | | 8-K | | 07/20/20 |
| 10.90 | | [SBA Communications Corporation 2020 Performance and Equity Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405420000008/sbac-20200630xex10_90.htm) | | 10-Q | | Quarter ended June 30, 2020 |
| 10.96 | | [Form of Restricted Stock Unit Agreement (Time and Performance Based) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405420000006/sbac-20200331xex10_96.htm) | | 10-Q | | Quarter ended March 31, 2020 |
| 10.97 | | [Registration Rights Agreement, dated May 26, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520154156/d937378dex1097.htm) | | 8-K | | 05/28/20 |
| 10.98 | | [Purchase Agreement, dated May 19, 2020, among SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312520154156/d937378dex1098.htm) | | 8-K | | 05/28/20 |
| --- | --- | --- | --- | --- | --- | --- |
| 32,403 sites | (1) | $ | 7,814,000 | (2) | | (3) | | | (3) | | $ | 5,833,338 | (4) | | $ | (3,133,061) | | Various | | | Various | | | Up to 20 years |
| 4.15A | | [Form of Senior Indenture.](http://www.sec.gov/Archives/edgar/data/1034054/000119312518070600/d518987dex415a.htm) | | S-3ASR (333-223449) | | 03/05/18 |
| 4.16A | | [Form of Subordinated Indenture.](http://www.sec.gov/Archives/edgar/data/1034054/000119312518070600/d518987dex416a.htm) | | S-3ASR (333-223449) | | 03/05/18 |
| 10.35H | | [Amendment to Employment Agreement, effective as of August 15, 2017, between SBA Communications Corporation and Jeffrey A. Stoops.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405418000003/sbac-20171231xex10_35h.htm) | | 10-K | | Year ended December 31, 2017 |
Item 16. FORM 10-K SUMMARY
583 rewritten, 223 added, 188 removed, 945 unchanged
Read the full itemFY2020 item · filed February 25, 2021FY2019 item · filed February 24, 2020
| Date: | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Steven E. Bernstein | Chairman of the Board of Directors | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Brian C. Carr | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Mary S. Chan | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Duncan H. Cocroft | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ George R. Krouse Jr. | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Jack Langer | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Kevin L. Beebe | Director | February [removed: 24, 2020] [added: 25, 2021] |
| /s/ Fidelma Russo | Director | February [removed: 24, 2020] [added: 25, 2021] |
| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#BS)] [added: 2019](#BS)] | F-3 |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#IS)] [added: 2018](#IS)] | F-4 |
| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CI)] [added: 2018](#CI)] | F-5 |
| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#SE)] [added: 2018](#SE)] | F-6 |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CF)] [added: 2018](#CF)] | F-7 |
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries (the Company) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] the related consolidated statements of operations, comprehensive income (loss), [removed: shareholders’] [added: shareholders'] deficit, and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the [removed: Index] [added: index] at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 24, 2020] [added: 25, 2021] expressed an unqualified opinion thereon.
| *Description of the Matter* | | As [removed: discussed above and] more fully described in Note 2 to the consolidated financial statements, the Company [removed: adopted Accounting Standard Codification Topic 842, Leases (“ASC 842”) as of January 1, 2019. The adoption of ASC 842 resulted in the Company recognizing] [added: recognizes] a right-of-use asset and a lease liability for its operating lease contracts, initially measured at the present value of the lease payments. As of December 31, [removed: 2019,] [added: 2020,] the Company had [removed: $2.6] [added: $2.4] billion of operating lease right-of-use assets, net, [removed: $245.7] [added: $234.6] million of current operating lease liabilities, and [removed: $2.3] [added: $2.1] billion of long-term lease liabilities. For the period ended December 31, [removed: 2019,] [added: 2020,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $175.5] [added: $78.7] million and adjustments associated with lease modifications and reassessments were [removed: $52.4] [added: $10.6] million. The Company’s primary operating lease obligations are its long-term lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). [removed: This calculation was required both in connection with the adoption of ASC 842 as well as for the Company’s ongoing accounting for leases.] The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The process to estimate the Company’s IBR includes the use of unobservable inputs and considers the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, adjustments for leases denominated in different currencies, and the remaining lease term. [removed: In addition, the] [added: The] Company’s ground lease liabilities [removed: frequently] require reassessment of the lease terms or lease payments as a result of contract modifications, addition of significant leasehold improvements which impact the assessment of optional renewals that are reasonably certain of being exercised, or the exercise of renewal options by tenants, which differ from prior expectations. [added: The IBR is computed on a lease-by-lease basis upon each of these reassessments.] Auditing the Company’s accounting for ground leases was complex and involved a high degree of subjective auditor judgment because of the significant judgment exercised by the Company to account for ground leases. The IBR is estimated using the unobservable inputs discussed above related to the collateral and term of the leased [removed: assets] [added: assets,] and the related lease liability is sensitive to changes in the Company's IBR. [removed: There is also significant judgment exercised by the Company to estimate the remaining] [added: The determination of] lease [removed: terms, specifically in] [added: term requires] evaluating renewal options in making the determination of the period for which the Company is reasonably certain to remain on the site. The frequency with which leases must be reassessed [removed: further] adds to the complexity associated with auditing the ground lease related balances. |
| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, evaluated [removed: the design] and tested the [added: design and] operating effectiveness of the Company’s internal controls related to accounting for ground leases. For example, we tested the Company’s controls over the review of the accounting policy, including the methodology and assumptions used to estimate the IBR and the remaining lease term. We also tested the controls over the review of ground lease contracts and the key system functionality used to account for ground leases. To test the Company’s accounting for ground leases, our audit procedures included, among others, evaluating the methodology used to calculate the IBR, [added: evaluating the assumptions and underlying data used by the Company to estimate the IBR,] identifying events which require reassessment of the lease term or lease payments, [added: and] estimating the remaining lease [removed: term, and evaluating the assumptions and underlying data used by the Company to estimate the IBR.] [added: term.] We involved our valuation specialists to assist in the evaluation of the methodologies and assumptions applied to estimate the IBR. Specifically, we compared the Company’s credit rating used in the IBR estimate to independent third-party sources and compared the Company’s existing borrowing rate for collateralized assets to observable debt yields of the Company. We compared the inputs used to adjust for lease payments to be made over varying periods and in various currencies to third-party sources. We assessed the [removed: calculation of the] remaining lease term [removed: for] [added: by selecting a sample of] new ground leases and ground lease modifications and reassessments [removed: by] [added: for which we] independently [removed: calculating] [added: evaluated] the [removed: term and comparing] [added: period] the [removed: term] [added: Company is reasonably certain] to [added: remain on] the [added: site, and compared to the] remaining [added: lease] term in the Company’s audited [removed: lease] schedules. We also evaluated the Company’s disclosures [removed: related to this matter as] included in Note 2 to the consolidated financial statements. |
| | | [added: 2020 | | |] 2019 | | | 2018 | |
| Cash and cash equivalents | | $ | [added: 308,560 | | $ |] 108,309 | | $ | 143,444 | [added: | |]
| Restricted cash | | | [removed: 30,243] [added: 31,671] | | | [removed: 32,464] [added: 30,243] |
| Accounts receivable, net | | | [removed: 132,125] [added: 74,088] | | | [removed: 111,035] [added: 132,125] |
| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 26,313] [added: 34,796] | | | [removed: 23,785] [added: 26,313] |
| Prepaid expenses and other current assets [removed: (1)] | | | [removed: 37,281] [added: 23,875] | | | [removed: 63,126] [added: 37,281] |
| Total current assets | | | [removed: 334,271] [added: 472,990] | | | [removed: 373,854] [added: 334,271] |
| Property and equipment, net [removed: (1)] | | | [removed: 2,794,602] [added: 2,677,326] | | | [removed: 2,786,355] [added: 2,794,602] |
| Intangible assets, net | | | [removed: 3,626,773] [added: 3,156,150] | | | [removed: 3,331,465] [added: 3,626,773] |
| Right-of-use assets, net [removed: (1)] | | | [removed: 2,572,217] [added: 2,373,560] | | | [removed: —] [added: 2,572,217] |
| Other assets [removed: (1)] | | | [removed: 432,078] [added: 477,992] | | | [removed: 722,033] [added: 432,078] |
| Total assets | | $ | [removed: 9,759,941] [added: 9,158,018] | | $ | [removed: 7,213,707] [added: 9,759,941] |
| Accounts payable | | $ | [removed: 31,846] [added: 109,969] | | $ | [removed: 34,308] [added: 31,846] |
| Accrued expenses | | | [removed: 67,618] [added: 63,031] | | | [removed: 63,665] [added: 67,618] |
| Current maturities of long-term debt | | | [removed: 522,090] [added: 24,000] | | | [removed: 941,728] [added: 522,090] |
| Deferred revenue | | | [removed: 113,507] [added: 113,117] | | | [removed: 108,054] [added: 113,507] |
| Accrued interest | | | [removed: 49,269] [added: 54,350] | | | [removed: 48,722] [added: 49,269] |
| Current lease liabilities [removed: (1)] | | | [removed: 247,015] [added: 236,037] | | | [removed: —] [added: 247,015] |
February 25, 2021
| | | 2020 | | | 2019 | |
| awards and stock purchase plans, offset | | | | | | | | | | | | | | | | | |
| by the impact of net share settlements | | 962 | | | 10 | | | 59,716 | | | — | | | — | | | 59,726 |
| attributable to SBA Communications | | | | | | | | | | | | | | | | | |
| Corporation | | — | | | — | | | — | | | — | | | (132,445) | | | (132,445) |
| awards and stock purchase plans, offset | | | | | | | | | | | | | | | | | |
| by the impact of net share settlements | | 1,347 | | | 13 | | | 116,189 | | | — | | | — | | | 116,202 |
| attributable to SBA Communications | | | | | | | | | | | | | | | | | |
| Corporation | | — | | | — | | | — | | | — | | | (14,729) | | | (14,729) |
| awards and stock purchase plans, offset | | | | | | | | | | | | | | | | | |
| by the impact of net share settlements | | 1,113 | | | 11 | | | 53,683 | | | — | | | — | | | 53,694 |
| Adjustments related to interest rate swaps | | — | | | — | | | — | | | — | | | (98,771) | | | (98,771) |
| Repurchase and retirement of common stock | | (3,069) | | | (31) | | | — | | | (859,304) | | | — | | | (859,335) |
| attributable to SBA Communications | | | | | | | | | | | | | | | | | |
| Corporation | | — | | | — | | | — | | | — | | | (140,046) | | | (140,046) |
| Dividends and dividend equivalents | | | | | | | | | | | | | | | | | |
| on common stock | | — | | | — | | | — | | | (208,133) | | | — | | | (208,133) |
| Adjustment to fair value related to | | | | | | | | | | | | | | | | | |
| noncontrolling interests | | — | | | — | | | 749 | | | — | | | — | | | 749 |
| BALANCE, December 31, 2020 | | 109,819 | | $ | 1,098 | | $ | 2,586,130 | | $ | (6,604,028) | | $ | (807,582) | | $ | (4,824,382) |
| Deferred income tax (benefit) expense (1) | | | (63,187) | | | 15,935 | | | (15,287) |
| Non-cash interest expense (1) | | | 24,870 | | | 3,193 | | | 2,640 |
| uncompleted contracts, net | | | 38,195 | | | (12,146) | | | (29,427) |
| Repayment of Senior Notes | | | (759,143) | | | — | | | — |
| Termination of interest rate swap | | | (176,200) | | | — | | | — |
(1)Certain reclassifications of the prior years’ amounts have been made to conform to the current year’s presentation.
| Deferred payment on acquired assets | | $ | 77,124 | | $ | — | | $ | — |
Long-term investments consist of strategic investments in companies and are accounted for under the cost and equity method.
The Company’s long term investments were $57.6 million and $13.3 million as of December 31, 2020 and 2019, respectively.
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 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.
Credit Losses
Effective January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) prospectively.
ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.
The amendment requires entities to consider forward-looking information to estimate expected credit losses over the lifetime of the asset, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance.
The impact of the adoption of ASU 2016-13 was not material individually or in the aggregate to the Company.
See discussion of our related critical audit matter.
February 24, 2020
(1)On January 1, 2019, the Company adopted ASU 2016-02 which requires lessees to recognize a right-of-use asset and a lease liability.
Upon adoption, certain assets and liabilities were reclassified to Right-of-use assets, net and lease liabilities in accordance with provisions of ASU 2016-02.
See Note 2 for further discussion.
| BALANCE, December 31, 2016 | | 121,004 | | $ | 1,210 | | $ | 2,010,520 | | $ | (3,637,467) | | $ | (370,184) | | $ | (1,995,921) |
| stock purchase/option plans | | 812 | | | 8 | | | 54,798 | | | — | | | — | | | 54,806 |
| acquisitions | | 488 | | | 5 | | | 63,308 | | | — | | | — | | | 63,313 |
| Repurchase and retirement of common stock | | (5,858) | | | (59) | | | — | | | (854,475) | | | — | | | (854,534) |
| stock purchase/option plans | | 962 | | | 10 | | | 59,716 | | | — | | | — | | | 59,726 |
| Proceeds from employee stock purchase/stock option plans | | | 116,202 | | | 59,880 | | | 54,950 |
| Common stock issued in connection with acquisitions | | $ | 1,680 | | $ | — | | $ | 63,313 |
Long-term investments primarily consist of U.S. Treasuries, mutual funds, and preferred securities.
During the years ended December 31, 2019 and 2018, the Company received proceeds related to the sale or maturity of investments of $625.8 million and $150.9 million, respectively.
The proceeds are reflected in Net cash used in investing activities on the Consolidated Statements of Cash Flows.
The Company accounts for its investments in privately held companies under the equity method.
The Company determines the fair value of its investments by considering available evidence, including general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing.
The Company measures and records its investments at fair value when they are deemed to be other-than-temporarily impaired.
The aggregate carrying value of the Company’s investments was approximately $13.8 million and $14.6 million as of December 31, 2019 and 2018, respectively, and is classified within prepaid and other current assets and other assets on the Company’s consolidated balance sheets.
The Company performs periodic credit evaluations of its customers.
The Company monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as determined based on contractual terms.
Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers.
Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable.
| Provision for doubtful accounts | | | 155 | | | 551 | | | 2,909 |
development projects are recognized as incurred.
For additional information on ground leases and the adoption of Topic 842, refer to the Leases section below.
Upon settlement of the obligations, any
The adoption of the new lease standard had a significant impact on the Company’s Consolidated Balance Sheets resulting in the recognition of $2.6 billion of right-of-use assets, net, $226.0 million of current lease liabilities, and $2.3 billion of long-term lease liabilities.
The right-of-use assets included $266.3 million of rent prepayments and financing lease right-of-use assets, net which were
previously reported in Prepaid expenses and other current assets, Other assets, and Property, Plant and Equipment, net on the Consolidated Balance Sheets.
In addition, the Company recognized a $21.0 million cumulative effect adjustment, net of tax, to Accumulated deficit on the Consolidated Balance Sheet related to the unamortized deferred lease costs incurred in prior periods which do not meet the definition of initial direct costs under Topic 842.
The adoption of Topic 842 did not have a significant impact on the Company’s lease classification or a material impact on its Consolidated Statements of Operations and liquidity.
Additionally, the adoption of Topic 842 did not have a material impact on the Company’s debt covenant compliance under its current agreements.
(1)For the year ended December 31, 2018, operating lease costs and variable lease costs were $273.5 million and $27.1 million, respectively.
These costs included an allocation of a portion of the employees’ total compensation and payroll related benefits related to time spent performing those activities.
Such deferred costs were approximately $11.3 million and $11.0 million in 2018 and 2017, respectively.
Amortization expense was $12.2 million and $13.1 million for the years ended December 31, 2018 and 2017, respectively, and is included in cost of site leasing on the accompanying Consolidated Statements of Operations.
These costs, including commissions paid related to the origination of specific tenant leases, will continue to be deferred and amortized over the remaining lease term.
Upon adoption, the Company recognized a $21.0 million cumulative effect adjustment, net of tax, to Accumulated deficit on the Consolidated Balance Sheets which reflects the unamortized deferred lease costs incurred in prior periods which do not meet the definition of initial direct costs under Topic 842.
As of December 31, 2019, unamortized deferred initial direct costs were $4.9 million and are included in other assets on the Consolidated Balance Sheets.
An excerpt. Shown here: 40 of 583 rewritten, 40 of 223 added and 40 of 188 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing and the FY2019 filing.