SBA(SBAC) - 2023 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited consolidated financial statements of SBA Communications Corporation and its subsidiaries for the periods ended September 30, 2023, and December 31, 2022, including balance sheets, statements of operations, comprehensive income, shareholders' deficit, and cash flows, along with condensed notes explaining accounting policies, fair value measurements, debt, equity, and segment data Consolidated Balance Sheets | Metric | Sep 30, 2023 (in millions) | Dec 31, 2022 (in millions) | | :----------------------------------- | :-------------------------- | :-------------------------- | | Total assets | $10,334.2 | $10,585.0 | | Total current liabilities | $663.1 | $696.8 | | Total long-term liabilities | $14,802.5 | $15,132.9 | | Total shareholders' deficit | $(5,166.5) | $(5,276.3) | Consolidated Statements of Operations | Metric (in millions, except per share) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total revenues | $682.5 | $675.6 | $2,036.6 | $1,947.4 | | Operating income | $248.6 | $243.0 | $714.0 | $690.7 | | Net income attributable to SBAC | $87.4 | $100.0 | $392.3 | $358.2 | | Basic EPS | $0.81 | $0.93 | $3.62 | $3.32 | | Diluted EPS | $0.80 | $0.91 | $3.60 | $3.27 | Consolidated Statements of Comprehensive Income | Metric (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $85.4 | $99.8 | $387.9 | $357.2 | | Comprehensive income | $46.2 | $112.3 | $383.2 | $505.4 | Consolidated Statements of Shareholders' Deficit - Total shareholders' deficit was $(5.17 billion) as of September 30, 2023, compared to $(5.28 billion) as of December 31, 2022, showing a decrease in deficit[19] - For the nine months ended September 30, 2023, the company reported net income attributable to SBA Communications Corporation of $392.3 million, issued 395 thousand shares of common stock, and repurchased 272 thousand shares[19] - Dividends and dividend equivalents on common stock amounted to $(278.3 million) for the nine months ended September 30, 2023[19] Consolidated Statements of Cash Flows | Cash Flow Activity (in millions) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $1,111.8 | $997.1 | | Net cash used in investing activities | $(361.9) | $(591.3) | | Net cash used in financing activities | $(705.7) | $(566.1) | | Net change in cash, cash equivalents, and restricted cash | $42.8 | $(155.8) | | End of period cash, cash equivalents, and restricted cash | $232.1 | $279.9 | Condensed Notes to Consolidated Financial Statements Note 1. Basis of Presentation - The Company is reviewing the estimated useful lives of its towers and intangible assets, with conclusions expected in 2024, which may result in a change in accounting estimate[30] - A $31.2 million net loss on intercompany loan remeasurement was recorded for the three months ended September 30, 2023, and a $24.1 million net gain for the nine months ended September 30, 2023[33] Note 2. Fair Value Measurements | Asset Impairment and Decommission Costs (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----------------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Towers and related assets | $19.5 | $4.1 | $50.8 | $12.5 | | Operating lease right-of-use assets | $8.2 | $2.9 | $23.6 | $9.2 | | Write-off of carrying value of decommissioned towers | $1.6 | $1.3 | $4.4 | $3.6 | | Other | $3.8 | $0.3 | $13.5 | $0.3 | | Total asset impairment and decommission costs | $33.1 | $8.5 | $92.3 | $25.6 | - Increased asset impairment charges for the three and nine months ended September 30, 2023, were primarily due to increased churn[38] Note 3. Cash, Cash Equivalents, and Restricted Cash | Cash Component (in millions) | As of Sep 30, 2023 | As of Dec 31, 2022 | | :---------------------------- | :----------------- | :----------------- | | Cash and cash equivalents | $190.5 | $143.7 | | Securitization escrow accounts | $31.3 | $35.8 | | Payment, performance bonds, and other | $5.9 | $6.1 | | Surety bonds and workers compensation | $4.3 | $3.6 | | Total | $232.1 | $189.3 | Note 4. Costs and Estimated Earnings on Uncompleted Contracts - As of September 30, 2023, the two largest customers accounted for 92.8% of the net costs and estimated earnings in excess of billings on uncompleted contracts[50] Note 5. Prepaid Expenses and Other Current Assets and Other Assets | Other Assets (in millions) | As of Sep 30, 2023 | As of Dec 31, 2022 | | :-------------------------- | :----------------- | :----------------- | | Straight-line rent receivable | $410.6 | $388.6 | | Interest rate swap asset | $143.3 | $182.9 | | Loans receivable | $135.8 | $39.9 | | Deferred tax asset - long term | $68.2 | $16.2 | | Total other assets | $845.2 | $722.4 | - The company entered into a loan agreement with an unconsolidated joint venture, with an outstanding principal balance of $93.0 million as of September 30, 2023, accruing interest at 10.067%[52] Note 6. Acquisitions | Acquisition Activity (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :---------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Acquisitions of towers and related intangible assets | $39.9 | $57.4 | $59.5 | $344.0 | | Land buyouts and other assets | $12.1 | $7.7 | $29.4 | $72.5 | | Total cash acquisition capital expenditures | $53.1 | $65.1 | $92.9 | $418.7 | - During the nine months ended September 30, 2023, the Company acquired 68 towers and related assets[53] - Subsequent to September 30, 2023, the Company purchased or is under contract to purchase 215 communication sites for $74.0 million in cash, expected to close by Q2 2024[54] Note 7. Property and Equipment, Net | Property and Equipment (in millions) | As of Sep 30, 2023 | As of Dec 31, 2022 | | :------------------------------------ | :----------------- | :----------------- | | Towers and related assets | $5,793.6 | $5,650.9 | | Total property and equipment | $6,878.5 | $6,685.2 | | Less: accumulated depreciation | $(4,177.8) | $(3,971.4) | | Property and equipment, net | $2,700.7 | $2,713.7 | - Depreciation expense was $206.6 million for the nine months ended September 30, 2023, compared to $205.0 million for the same period in 2022[57] Note 8. Intangible Assets, Net | Intangible Assets (in millions) | As of Sep 30, 2023 | As of Dec 31, 2022 | | :------------------------------- | :----------------- | :----------------- | | Current contract intangibles | $1,914.6 | $2,109.7 | | Network location intangibles | $609.0 | $666.8 | | Intangible assets, net | $2,523.6 | $2,776.5 | - Amortization expense for intangible assets was $303.5 million for the nine months ended September 30, 2023, consistent with $303.0 million in the prior year[59] Note 9. Accrued Expenses and Other Current Liabilities | Accrued Expenses (in millions) | As of Sep 30, 2023 | As of Dec 31, 2022 | | :------------------------------ | :----------------- | :----------------- | | Salaries and benefits | $24.1 | $27.7 | | Acquisition related holdbacks | $15.6 | $25.7 | | Total accrued expenses | $92.7 | $101.5 | | Billings in excess of costs and estimated earnings on uncompleted contracts | $10.0 | $25.2 | | Total other current liabilities | $21.5 | $48.8 | Note 10. Debt | Debt Instrument | Principal Balance (Sep 30, 2023, in millions) | Carrying Value (Sep 30, 2023, in millions) | Principal Balance (Dec 31, 2022, in millions) | Carrying Value (Dec 31, 2022, in millions) | | :---------------------- | :--------------------------------------------- | :------------------------------------------ | :--------------------------------------------- | :------------------------------------------ | | Revolving Credit Facility | $370.0 | $370.0 | $720.0 | $720.0 | | 2018 Term Loan | $2,274.0 | $2,268.5 | $2,292.0 | $2,284.0 | | Tower Securities | $6,940.0 | $6,950.8 | $6,940.0 | $6,933.2 | | Senior Notes | $3,000.0 | $2,978.9 | $3,000.0 | $2,975.4 | | Total debt | $12,584.0 | $12,515.1 | $12,952.0 | $12,868.2 | - The Revolving Credit Facility and 2018 Term Loan were amended on July 3, 2023, to replace LIBOR with Term SOFR as the benchmark interest rate, with no material impact on financial statements[35][63][66] - Interest expense for the nine months ended September 30, 2023, was $301.8 million, up from $253.5 million in the prior year, primarily due to higher weighted-average interest rates[62] Note 11. Shareholders' Equity - The Board of Directors authorized a $1.0 billion stock repurchase plan on October 28, 2021, with $404.7 million remaining as of the filing date[72] Share Repurchases (in millions) | Share Repurchases (in millions) | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :------------------------------ | :------------------------------ | :----------------------------- | | Total number of shares purchased | 0.4 | 0.4 | | Average price per share | $197.75 | $197.75 | | Total purchase price | $87.3 | $87.3 | Dividends Paid (in millions) | Dividends Paid (in millions) | Date Declared | Cash Paid Per Share | Aggregate Amount Paid | | :--------------------------- | :------------ | :------------------ | :-------------------- | | Q1 2023 | Feb 20, 2023 | $0.85 | $93.9 | | Q2 2023 | Apr 30, 2023 | $0.85 | $92.1 | | Q3 2023 | Jul 30, 2023 | $0.85 | $92.1 | Note 12. Stock-Based Compensation Stock Option Activity (in thousands, except per share) | Stock Option Activity (in thousands, except per share) | Nine Months Ended Sep 30, 2023 | | :----------------------------------------------------- | :----------------------------- | | Outstanding at December 31, 2022 | 1,673 | | Granted | 20 | | Exercised | (181) | | Forfeited/canceled | (14) | | Outstanding at September 30, 2023 | 1,498 | | Weighted-average exercise price per share | $165.11 | | Aggregate intrinsic value | $54.4 | RSU and PSU Activity (in thousands) | RSU and PSU Activity (in thousands) | RSUs (Shares) | PSUs (Shares) | | :---------------------------------- | :------------ | :------------ | | Outstanding at December 31, 2022 | 222 | 429 | | Granted | 175 | 97 | | Vested | (118) | (207) | | Outstanding at September 30, 2023 | 266 | 369 | Note 13. Income Taxes - The company released a full valuation allowance of $66.3 million on net deferred tax assets of its U.S. taxable REIT subsidiary during Q2 2023[80] - The company is contesting income tax deficiencies in Brazil for tax years 2016-2019, with estimated reasonably possible losses between zero and $94.3 million, excluding penalties and interest[83][84] Note 14. Segment Data | Segment Revenues (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Domestic site leasing | $468.4 | $449.6 | $1,379.9 | $1,324.7 | | International site leasing | $169.1 | $137.7 | $500.9 | $402.3 | | Site development | $45.1 | $88.3 | $155.7 | $220.4 | | Total revenues | $682.5 | $675.6 | $2,036.6 | $1,947.4 | | Segment Operating Profit (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Domestic site leasing | $401.6 | $383.2 | $1,179.0 | $1,126.7 | | International site leasing | $117.6 | $92.1 | $348.4 | $269.6 | | Site development | $13.6 | $22.7 | $40.8 | $54.6 | - Site leasing revenue in Brazil represented 15.7% of total site leasing revenue for the three months ended September 30, 2023, and 15.6% for the nine months ended September 30, 2023[88][125][147] Note 15. Earnings Per Share | EPS (per share) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :---------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic | $0.81 | $0.93 | $3.62 | $3.32 | | Diluted | $0.80 | $0.91 | $3.60 | $3.27 | Note 16. Redeemable Noncontrolling Interests - The ending balance of redeemable noncontrolling interests was $35.0 million as of September 30, 2023, an increase from $31.7 million at December 31, 2022[93] Note 17. Derivatives and Hedging Activities - The interest rate swap, amended on June 21, 2023, to transition from LIBOR to Term SOFR, had a fair value of $143.3 million as of September 30, 2023, and remains highly effective as a cash flow hedge[97][98] - Accumulated other comprehensive loss, net, included an aggregate $103.0 million gain from interest rate swaps as of September 30, 2023[99] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational performance, highlighting key business segments, capital allocation strategies, and a detailed analysis of financial results for the three and nine months ended September 30, 2023, compared to the prior year, including non-GAAP measures like Adjusted EBITDA Business Overview - SBA Communications Corporation is a leading independent owner and operator of wireless communications infrastructure, owning 39,546 towers as of September 30, 2023[102][104] - The site leasing business is the primary business line, contributing 97.4% of total segment operating profit for the nine months ended September 30, 2023[102][109] Site Leasing - Site leasing revenues are derived from long-term contracts with major carriers, typically 5-15 years with renewal options and annual rent escalators (fixed, inflationary, or a combination)[105] - The site leasing business is characterized by high operating margins and low customer churn, with expectations for continued growth due to increasing network use and data transfer[109][111] - Organic site leasing revenue is expected to increase in both domestic and international segments during the remainder of 2023, driven by wireless carriers deploying unused spectrum[112] Site Development - The site development business, conducted solely in the United States, offers end-to-end services to wireless service providers, including network pre-design, site audits, zoning approvals, tower construction, and equipment installation[113] Capital Allocation Strategy - The capital allocation strategy prioritizes investment in quality assets (tower acquisitions and new builds), followed by stock repurchases when the share price is below intrinsic value, and returning cash through dividends[115][116][117] - The company aims to increase Adjusted Funds From Operations per share through its capital allocation strategy[115][215] Critical Accounting Policies and Estimates - Management is reviewing the estimated useful lives of towers and intangible assets with an independent consultant, expecting to conclude the analysis in 2024, which may lead to a prospective change in accounting estimate[120] Reference Rate Reform - The company amended its interest rate swap, 2018 Term Loan, and Revolving Credit Facility to transition from LIBOR to Term SOFR as the benchmark rate, effective August 1, 2023, with no material impact on consolidated financial statements[121] Results of Operations Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022 | Metric (in millions) | Sep 30, 2023 | Sep 30, 2022 | Constant Currency Change | Constant Currency % Change | | :-------------------- | :----------- | :----------- | :----------------------- | :------------------------- | | Total Revenues | $682.5 | $675.6 | $2.2 | 0.3% | | Domestic site leasing revenues | $468.4 | $449.6 | $18.8 | 4.2% | | International site leasing revenues | $169.1 | $137.7 | $26.6 | 19.3% | | Site development revenues | $45.1 | $88.3 | $(43.2) | (48.9%) | | Metric (in millions) | Sep 30, 2023 | Sep 30, 2022 | Constant Currency Change | Constant Currency % Change | | :-------------------- | :----------- | :----------- | :----------------------- | :------------------------- | | Domestic site leasing operating profit | $401.6 | $383.2 | $18.4 | 4.8% | | International site leasing operating profit | $117.6 | $92.1 | $21.9 | 23.7% | | Site development operating profit | $13.6 | $22.7 | $(9.1) | (40.2%) | - Net income decreased by $14.4 million (or $10.5 million on a constant currency basis) for the three months ended September 30, 2023, primarily due to increased cash interest expense and income taxes, and decreased site development operating income[143] Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022 | Metric (in millions) | Sep 30, 2023 | Sep 30, 2022 | Constant Currency Change | Constant Currency % Change | | :-------------------- | :----------- | :----------- | :----------------------- | :------------------------- | | Total Revenues | $2,036.6 | $1,947.4 | $91.2 | 4.7% | | Domestic site leasing revenues | $1,379.9 | $1,324.7 | $55.3 | 4.2% | | International site leasing revenues | $500.9 | $402.3 | $100.6 | 25.0% | | Site development revenues | $155.7 | $220.4 | $(64.7) | (29.3%) | | Metric (in millions) | Sep 30, 2023 | Sep 30, 2022 | Constant Currency Change | Constant Currency % Change | | :-------------------- | :----------- | :----------- | :----------------------- | :------------------------- | | Domestic site leasing operating profit | $1,179.0 | $1,126.7 | $52.3 | 4.6% | | International site leasing operating profit | $348.4 | $269.6 | $79.8 | 29.6% | | Site development operating profit | $40.8 | $54.6 | $(13.8) | (25.3%) | - Net income increased by $30.7 million (or $10.9 million on a constant currency basis) for the nine months ended September 30, 2023, driven by higher site leasing operating income and interest income, and lower income taxes and non-cash interest expense[165] NON-GAAP FINANCIAL MEASURES - Adjusted EBITDA is defined as net income excluding non-cash straight-line leasing revenue/ground lease expense, non-cash compensation, debt extinguishment loss, other income/expenses, acquisition/new business adjustments, asset impairment, interest income/expenses, depreciation/amortization, and income taxes[167] | Metric (in millions) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Adjusted EBITDA | $482.1 | $446.8 | $1,413.2 | $1,308.3 | - Adjusted EBITDA increased by $35.4 million (7.1% on a constant currency basis) for the three months and $104.9 million (8.1% on a constant currency basis) for the nine months ended September 30, 2023, primarily due to increased site leasing operating profit[170][171] LIQUIDITY AND CAPITAL RESOURCES Operating Activities - Cash provided by operating activities increased to $1.11 billion for the nine months ended September 30, 2023, from $997.1 million in the prior year, driven by higher site leasing operating profit and working capital changes[175] Investing Activities | Investing Activity (in millions) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Acquisitions of towers and related intangible assets | $(59.5) | $(344.0) | | Construction and related costs | $(70.5) | $(72.3) | | Augmentation and tower upgrades | $(62.3) | $(39.5) | | Other investing activities | $(95.0) | $(24.2) | | Net cash used in investing activities | $(361.9) | $(591.3) | - For 2023, the company expects non-discretionary cash capital expenditures of $54.0-$59.0 million and discretionary cash capital expenditures of $335.0-$345.0 million[179] Financing Activities | Financing Activity (in millions) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net (repayments) borrowings under Revolving Credit Facility | $(350.0) | $60.0 | | Repurchase and retirement of common stock | $(53.7) | $(431.7) | | Payment of dividends on common stock | $(278.2) | $(230.1) | | Net cash used in financing activities | $(705.7) | $(566.1) | Dividends - The company paid cash dividends of $0.85 per share for each of the first three quarters of 2023, totaling $278.1 million[182] - A dividend of $0.85 per share was declared on November 1, 2023, payable on December 14, 2023[183] Registration Statements - As of September 30, 2023, approximately 1.2 million shares of Class A common stock remained under the Form S-4 shelf registration statement for acquisitions[185] - The company has an automatic shelf registration statement on Form S-3ASR for various securities, with no securities issued under it as of the filing date[186] Debt Instruments and Debt Service Requirements - The Revolving Credit Facility has a $1.5 billion aggregate principal amount, with $370.0 million outstanding as of September 30, 2023, and $285.0 million outstanding subsequent to September 30, 2023[188][191] - The 2018 Term Loan had a principal balance of $2.27 billion as of September 30, 2023, accruing interest at 7.170% per annum (excluding swap impact)[192][194] | Debt Instrument | Amount Outstanding (Sep 30, 2023, in millions) | Interest Rate | | :---------------------- | :--------------------------------------------- | :------------ | | 2014-2C Tower Securities | $620.0 | 3.869% | | 2019-1C Tower Securities | $1,165.0 | 2.836% | | 2020 Senior Notes | $1,500.0 | 3.875% | | 2021 Senior Notes | $1,500.0 | 3.125% | - Total estimated debt service for the next 12 months ended September 30, 2024, is $417.1 million[202] Inflation - Rising interest rates, due to efforts to combat inflation, are expected to impact growth rates and future operating results by affecting wireless service providers' capital expenditures and increasing debt refinancing costs[204] - Persistent high inflation could adversely affect future operating results, especially given long-term site leasing contracts with pre-determined pricing, except for international contracts with inflationary index-based escalators[204] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, primarily interest rate risk and foreign currency exchange rate risk, and provides sensitivity analyses for these exposures | Debt Obligation (in millions) | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | Fair Value | | :----------------------------- | :--- | :--- | :--- | :--- | :--- | :--------- | :---- | :--------- | | Revolving Credit Facility | $— | $— | $— | $370.0 | $— | $— | $370.0 | $370.0 | | 2018 Term Loan | $6.0 | $24.0 | $2,244.0 | $— | $— | $— | $2,274.0 | $2,271.2 | | Total debt obligation | $6.0 | $644.0 | $3,409.0 | $2,285.0 | $2,395.0 | $3,845.0 | $12,584.0 | $11,460.7 | - A hypothetical 1% increase in variable interest rates as of September 30, 2023, would increase interest expense by approximately 4.6% for the next twelve months[209] - A hypothetical 10% adverse movement in the Brazilian Real would cause revenues and operating income to decline by approximately 1.3% and 0.9%, respectively, for the nine months ended September 30, 2023[211] Item 4. Controls and Procedures The company's principal executive and financial officers concluded that disclosure controls and procedures were effective as of September 30, 2023 - Disclosure controls and procedures were evaluated and deemed effective as of September 30, 2023[219] PART II – OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's repurchases of Class A common stock during the third quarter of 2023 under its publicly announced repurchase plan | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :---------------- | :------------------------------- | :--------------------------- | | 9/1/2023 - 9/30/2023 | 441,639 | $197.75 | - As of the filing date, $404.7 million of authorization remained under the $1.0 billion stock repurchase plan authorized on October 28, 2021[220] Item 5. Other Information This section reports on the Thirteenth Amendment to the Senior Credit Agreement, which replaced LIBOR with Term SOFR, and confirms no changes to Rule 10b5-1 trading arrangements by officers or directors - On July 3, 2023, the Senior Credit Agreement was amended to replace LIBOR with Term SOFR as the benchmark interest rate[221][222] - No officers or directors adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended September 30, 2023[223] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including the Thirteenth Amendment to the Credit Agreement and certifications - Key exhibits include the Thirteenth Amendment to the Second Amended and Restated Credit Agreement and certifications by the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act)[225] SIGNATURES This section contains the signatures of the Chief Executive Officer and Chief Financial Officer, certifying the filing of the report