Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RADI | |
Entity Registrant Name | Radius Global Infrastructure, Inc. | |
Entity Central Index Key | 0001810739 | |
Entity File Number | 001-39568 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 88-1807259 | |
Entity Address, Address Line One | 3 Bala Plaza East | |
Entity Address, Address Line Two | Suite 502 | |
Entity Address City Or Town | Bala Cynwyd | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 19004 | |
City Area Code | 610 | |
Local Phone Number | 660-4910 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,664,040 | |
Entity Interactive Data Current | Yes | |
Security12b Title | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 197,879 | $ 224,258 |
Restricted cash | 2,417 | 1,971 |
Short Term Investments | 34,612 | 39,205 |
Total cash, cash equivalents, restricted cash, and short-term investments | 234,908 | 265,434 |
Trade receivables, net | 11,317 | 8,200 |
Prepaid expenses and other current assets | 29,747 | 28,773 |
Total current assets | 275,972 | 302,407 |
Real property interests, net: | ||
Right-of-use assets - finance leases, net | 415,981 | 379,052 |
Telecom real property interests, net | 1,582,164 | 1,569,676 |
Real property interests, net | 1,998,145 | 1,948,728 |
Intangible assets, net | 11,811 | 12,121 |
Property and equipment, net | 1,291 | 1,241 |
Goodwill | 80,509 | 80,509 |
Deferred tax asset | 1,636 | 306 |
Restricted cash, long-term | 61,595 | 88,054 |
Other long-term assets | 21,209 | 20,124 |
Total assets | 2,452,168 | 2,453,490 |
Current liabilities: | ||
Accounts payable and accrued expenses | 44,121 | 48,767 |
Rent received in advance | 33,938 | 26,551 |
Finance lease liabilities, current | 14,392 | 15,589 |
Telecom real property interest liabilities, current | 4,564 | 7,975 |
Total current liabilities | 97,015 | 98,882 |
Finance lease liabilities | 21,768 | 22,277 |
Telecom real property interest liabilities | 4,076 | 4,483 |
Long-term debt, net of debt discount and deferred financing costs | 1,521,802 | 1,503,352 |
Deferred tax liability | 134,238 | 131,229 |
Other long-term liabilities | 11,585 | 10,473 |
Total liabilities | 1,790,484 | 1,770,696 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Additional paid-in capital | 1,082,943 | 1,060,055 |
Accumulated other comprehensive loss | (64,622) | (85,936) |
Accumulated deficit | (384,404) | (338,819) |
Total stockholders’ equity attributable to Radius Global Infrastructure, Inc. | 633,927 | 635,310 |
Noncontrolling interest | 27,757 | 47,484 |
Total liabilities and stockholders’ equity | 2,452,168 | 2,453,490 |
Series A Founder Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock | ||
Series B Founder Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock | ||
Class A Common Stock | ||
Stockholders’ equity: | ||
Common Stock | $ 10 | $ 10 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Series A Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 | 1,600,000 |
Series B Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,386,033 | 1,386,033 |
Preferred stock, shares issued | 1,386,033 | 1,386,033 |
Preferred stock, shares outstanding | 1,386,033 | 1,386,033 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,590,000,000 | 1,590,000,000 |
Common stock, shares, issued | 99,541,524 | 95,283,563 |
Common stock, shares, outstanding | 99,541,524 | 95,283,563 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 10,378,327 | 12,795,694 |
Common stock, shares, outstanding | 10,378,327 | 12,795,694 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 41,214 | $ 30,599 |
Cost of service | 1,892 | 841 |
Gross profit | 39,322 | 29,758 |
Operating expenses: | ||
Selling, general and administrative | 29,464 | 22,687 |
Share-based compensation | 5,184 | 4,592 |
Amortization and depreciation | 23,085 | 18,751 |
Impairment - decommissions | 1,050 | 765 |
Total operating expenses | 58,783 | 46,795 |
Operating loss | (19,461) | (17,037) |
Other income (expense): | ||
Realized and unrealized gain (loss) on foreign currency debt | (15,479) | 24,232 |
Interest expense | (17,671) | (16,098) |
Other income (expense), net | 3,215 | 1,092 |
Total other income (expense), net | (29,935) | 9,226 |
Loss before income tax expense (benefit) | (49,396) | (7,811) |
Income tax expense (benefit) | (1,584) | (3,166) |
Net loss | (47,812) | (4,645) |
Net loss attributable to noncontrolling interest | (2,227) | (208) |
Net loss attributable to common stockholders | $ (45,585) | $ (4,437) |
Loss per common share: | ||
Basic | $ (0.48) | $ (0.05) |
Diluted | $ (0.48) | $ (0.05) |
Weighted average common shares outstanding: | ||
Basic | 95,821,985 | 92,104,971 |
Diluted | 95,821,985 | 92,104,971 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (47,812) | $ (4,645) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 21,394 | (14,922) |
Unrealized loss on interest rate derivative | (80) | |
Comprehensive loss | $ (26,498) | $ (19,567) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Series A Founder Preferred Stock | Series B Founder Preferred Stock | Class B Common Stock | Class B Common Stock Series A LTIP Units | Common Shares | Common Shares Series A LTIP Units | Additional paid-in capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest |
Balance at Dec. 31, 2021 | $ 783,658 | $ 9 | $ 1,038,740 | $ (27,784) | $ (278,132) | $ 50,825 | |||||
Balance, shares at Dec. 31, 2021 | 1,600,000 | 1,386,033 | 11,551,769 | 92,159,612 | |||||||
Exercise of stock options | 88 | 88 | |||||||||
Exercise of stock options, shares | 10,985 | ||||||||||
Share-based compensation | 4,592 | 4,592 | |||||||||
Share-based compensation, shares | 1,105,920 | 560,594 | |||||||||
Foreign currency translation adjustment | (14,922) | (14,922) | |||||||||
Net loss | (4,645) | (4,437) | (208) | ||||||||
Balance at Mar. 31, 2022 | 768,771 | $ 9 | 1,043,420 | (42,706) | (282,569) | 50,617 | |||||
Balance, shares at Mar. 31, 2022 | 1,600,000 | 1,386,033 | 12,657,689 | 92,731,191 | |||||||
Balance at Dec. 31, 2022 | 682,794 | $ 10 | 1,060,055 | (85,936) | (338,819) | 47,484 | |||||
Balance, shares at Dec. 31, 2022 | 1,600,000 | 1,386,033 | 12,795,694 | 95,283,563 | |||||||
Issuance of shares upon redemption of Units | 17,500 | (17,500) | |||||||||
Issuance of shares upon redemption of Units, shares | (2,367,228) | (1,077,149) | 2,367,228 | 1,077,149 | |||||||
Exercise of stock options | 204 | 204 | |||||||||
Exercise of stock options, shares | 29,200 | ||||||||||
Share-based compensation | 5,184 | 5,184 | |||||||||
Share-based compensation, shares | 1,027,010 | 784,384 | |||||||||
Foreign currency translation adjustment | 21,394 | 21,394 | |||||||||
Unrealized loss on interest rate derivative | (80) | (80) | |||||||||
Net loss | (47,812) | (45,585) | (2,227) | ||||||||
Balance at Mar. 31, 2023 | $ 661,684 | $ 10 | $ 1,082,943 | $ (64,622) | $ (384,404) | $ 27,757 | |||||
Balance, shares at Mar. 31, 2023 | 1,600,000 | 1,386,033 | 10,378,327 | 99,541,524 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (47,812) | $ (4,645) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 23,085 | 18,751 |
Amortization of finance lease and telecom real property interest liabilities discount | 460 | 367 |
Impairment - decommissions | 1,050 | 765 |
Realized and unrealized gain on foreign currency debt | 15,479 | (24,232) |
Amortization of debt discount and deferred financing costs | 1,715 | 1,106 |
Provision for bad debt expense | (64) | 98 |
Share-based compensation | 5,184 | 4,592 |
Deferred income taxes | (3,446) | (3,986) |
Change in assets and liabilities: | ||
Trade receivables, net | (2,790) | (1,707) |
Prepaid expenses and other assets | 1,813 | 1,563 |
Accounts payable, accrued expenses and other long-term liabilities | (3,391) | (1,309) |
Rent received in advance | 6,700 | 3,978 |
Net cash used in operating activities | (2,017) | (4,659) |
Cash flows from investing activities: | ||
Investments in real property interests and related intangible assets | (43,688) | (73,128) |
Advance deposits made for real property interest investments | (2,589) | |
Proceeds from sales of real property interests | 213 | |
Proceeds from maturities of short-term investments | 5,000 | |
Purchases of property and equipment | (231) | (195) |
Net cash used in investing activities | (41,295) | (73,323) |
Cash flows from financing activities: | ||
Borrowings under debt agreements | 256,203 | |
Repayments of term loans and other debt | (1,804) | |
Debt issuance costs | (5,653) | |
Proceeds from exercises of stock options | 204 | 88 |
Repayments of finance lease and telecom real property interest liabilities | (11,075) | (4,359) |
Net cash provided by (used in) financing activities | (10,871) | 244,475 |
Effect of change in foreign currency exchange rates on cash, cash equivalents and restricted cash | 1,791 | (6,426) |
Net change in cash and cash equivalents and restricted cash | (52,392) | 160,067 |
Cash and cash equivalents and restricted cash at beginning of period | 314,283 | 632,193 |
Cash and cash equivalents and restricted cash at end of period | 261,891 | 792,260 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 18,008 | 15,459 |
Cash paid for income taxes | $ 373 | $ 150 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Radius Global Infrastructure, Inc. (together with its subsidiaries, “Radius” or the “Company”) is a holding company that, as of March 31, 2023, owned approximately 97 % of APW OpCo LLC (“APW OpCo”), which is the parent of AP WIP Investments Holdings, LP (“AP Wireless”), one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of telecom real property interests and contractual rights. The Company typically purchases, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae or other communications infrastructure (each such lease, a “Tenant Lease”). Typically, the Company acquires the rental stream by way of a purchase of a real property interest in the land underlying the wireless tower antennae or other real property-related communications infrastructure. These are most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provides the Company the right to receive the rents from the Tenant Lease. In addition, the Company purchases contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right. Pending Acquisition by EQT and PSP On March 1, 2023, the Company and APW OpCo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chord Parent, Inc., a Delaware corporation (“Parent”), Chord Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Chord Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent and Merger Sub I, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Merger Sub II will be merged with and into APW OpCo (the “OpCo Merger”), with APW OpCo surviving the OpCo Merger as a subsidiary of Parent and the Company (the “Surviving LLC”), and (b) Merger Sub I will be merged with and into the Company, (the “Company Merger” and, together with the OpCo Merger, the “Mergers”), with the Company surviving the Company Merger as a subsidiary of Parent. Parent will be a controlled affiliate of EQT and PSP upon consummation of the Mergers. The parties expect the Mergers to close in the third quarter of 2023, subject to the conditions set forth in the Merger Agreement, although there can be no assurance that the Mergers will occur by that date. If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee. The Company will be required to pay Parent a termination fee of $ 52 million under specified circumstances, including if the Company terminates the Merger Agreement to enter into a Superior Proposal (as defined in the Merger Agreement) or Parent terminates the Merger Agreement because the Company’s Board of Directors (the "Board") has made an Adverse Recommendation Change (as defined in the Merger Agreement). Parent will be required to pay the Company a termination fee of $ 103 million under specified circumstances, including termination of the Merger Agreement by the Company as a result of Parent’s material breach of the Merger Agreement or Parent’s failure to close the Mergers by the later of (a) five business days after all closing conditions have been satisfied and (b) five business days following the Company’s delivery of a written notice to Parent that all of Parent’s closing conditions have been satisfied or waived and the Company is ready, willing and able to consummate the Mergers. Under the Merger Agreement, the consummation of the Mergers is conditioned on, among other things, the Company having available a minimum unrestricted cash balance of $ 210 million and the Company and its subsidiaries having an additional $ 30 million, in each case as of the closing. Compliance with this minimum cash condition may limit the growth of the Company’s business, depending on the availability to the Company of other sources of capital that are permitted under the terms of the Merger Agreement. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of Securities and Exchange Commission for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the entire year. Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies The Company’s significant accounting policies are described in detail in Note 2 to the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2023. |
Cash and Cash Equivalents and R
Cash and Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | 3. Cash and Short-term Investments Cash and Cash Equivalents and Restricted Cash The Company is required to maintain cash collateral at certain financial institutions. These include amounts that are required to be held in escrow accounts, which, subject to certain conditions, are available to the Company under certain of its long-term debt agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows is as follows: March 31, December 31, Cash and cash equivalents $ 197,879 $ 224,258 Restricted cash 2,417 1,971 Restricted cash, long term 61,595 88,054 Total cash and cash equivalents and restricted cash $ 261,891 $ 314,283 Short-term Investments Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. As of March 31, 2023 and December 31, 2022, short-term investments consisted of United States Treasury Bills that had maturities of greater than three months at their respective purchase dates. Short-term investments are classified as trading securities and, accordingly, are stated at fair value as determined by the most recently traded price of each security at the balance sheet date. Realized and unrealized gains and losses are reported in other income (expense), net in the condensed consolidated statements of operations. For the three months ended March 31, 2023, the Company recorded an unrealized gain associated with its short-term investments of $ 365 . The Company used quoted market prices, which are directly observable Level 1 fair value hierarchy inputs in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, to measure and record its short-term investments at fair value in the condensed consolidated balance sheets. |
Real Property Interests
Real Property Interests | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Real Property Interests | 4. Real Property Interests Real property interests, net consisted of the following: March 31, December 31, Right-of-use assets - finance leases $ 451,998 $ 410,171 Telecom real property interests 1,740,688 1,708,322 2,192,686 2,118,493 Less accumulated amortization: Right-of-use assets - finance leases ( 36,017 ) ( 31,119 ) Telecom real property interests ( 158,524 ) ( 138,646 ) Real property interests, net $ 1,998,145 $ 1,948,728 The Company’s real property interests typically consist of leasehold interests or fee simple interests, acquired either through an upfront payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets. The agreements that provide for leasehold interests typically are easement agreements or similar arrangements, which provide the Company with certain beneficial rights, but not obligations, with respect to the underlying Tenant Leases. The beneficial rights acquired principally include the right to receive the rental income related to the lease with the in-place tenant, and in certain circumstances, additional rents. In most cases, the stated term of the leasehold interest is longer than the remaining term of the in-place Tenant Lease, which provides the Company with the right and opportunity for renewals and extensions. In cases in which the Company acquires a leasehold interest, the Company is both a lessor and a lessee. Although the Company has the rights under the acquired leasehold interests over the duration of the entire term, the underlying tenant, in most cases, can terminate their lease acquired by the Company within a short time frame ( 30 to 180 day notice) without penalty. Similarly, when the Company acquires a fee simple interest, the beneficial rights associated with the in-place Tenant Leases are acquired and the Company owns the property underlying or containing the telecommunication infrastructure assets. The costs of acquiring a real property interest are recorded either as a right-of-use asset, if the arrangement is determined to be a lease at the inception of the agreement under ASC Topic 842, Leases (“ASC 842”), or as a telecom real property interest asset, if the acquisition meets the definition of an asset acquisition. Telecom real property interests and finance lease right-of-use assets are stated at cost less accumulated amortization, and amortization is computed using the straight-line method over their estimated useful lives. Finance lease right-of-use assets are amortized over the lesser of the lease term or the estimated useful life of the underlying asset associated with the leasing arrangement. The Company often closes and funds its real property interest prepayment transactions through third‑party intermediaries that generally are the Company’s retained legal counsel in each jurisdiction. Funds for these transactions are typically deposited with the intermediary, which releases the funds once all closing conditions are satisfied. In other circumstances, the Company deposits monies with the owners of the assets in advance of consummating the acquisition of the real property interest, at which time all conditions are satisfied, the remaining payments are made and the balance of the deposit is included as part of the aggregate acquisition consideration paid for the asset and recorded in real property interest assets. Amounts held by others as deposits at March 31, 2023 and December 31, 2022 totaled $ 11,416 and $ 11,883 , respectively, and were recorded as other long‑term assets in the Company’s condensed consolidated balance sheets. Right-Of-Use Assets - Finance Leases and Related Liabilities For a real property interest arrangement determined to be a lease, the Company records a right-of-use asset and a lease liability at the present value of the arrangement's future lease payments plus any upfront payment. The weighted-average remaining lease term for leases classified as finance leases was 43.1 years as of March 31, 2023 and December 31, 2022. The Company recorded finance lease expense and interest expense associated with finance lease liabilities in the condensed consolidated statements of operations as follows: Three months Three months Finance lease expense $ 4,329 $ 3,598 Interest expense - lease liability $ 337 $ 256 The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each geographical market. The weighted-average incremental borrowing rate associated with recorded finance lease liabilities was 8.5 % and 8.2 % as of March 31, 2023 and December 31, 2022, respectively. Supplemental cash flow information related to finance leases for the respective periods was as follows: Three months Three months Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 227 $ 136 Financing cash flows from finance leases $ 4,850 $ 3,170 Finance lease liabilities arising from obtaining right-of-use assets $ 3,916 $ 3,565 Telecom Real Property Interests and Related Liabilities For acquisitions of real property interests accounted for under the acquisition method of accounting, the recorded amount of the telecom real property interest asset represents the allocation of the purchase price based on the contractual cash flows associated with the Tenant Lease, including rights and opportunities for renewals thereof, as well as any acquired land for which an allocation of the purchase price is made. As of March 31, 2023 and December 31, 2022, telecom real property interest, net in the condensed consolidated balance sheets included amounts allocated to land of $ 59,204 and $ 58,110 , respectively. Under certain circumstances, the contractual payments for the acquired telecom real property interests are made to property owners on a noninterest-bearing basis over a specified period of time. Included in telecom real property interest liabilities in the condensed consolidated balance sheets, the liabilities associated with telecom real property interests were initially measured at the present value of the unpaid payments. For telecom real property interests, amortization expense was $ 17,764 and $ 14,545 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2023 $ 54,500 2024 73,555 2025 73,536 2026 73,536 2027 73,425 Thereafter 1,174,408 Maturities of finance lease liabilities and telecom real property interest liabilities as of March 31, 2023 were as follows: Finance Telecom Real Property Remainder of 2023 $ 12,010 $ 3,742 2024 9,405 3,638 2025 7,015 524 2026 4,439 407 2027 3,306 402 Thereafter 5,459 331 Total lease payments 41,634 9,044 Less amounts representing future interest ( 5,474 ) ( 404 ) Total liability 36,160 8,640 Less current portion ( 14,392 ) ( 4,564 ) Non-current liability $ 21,768 $ 4,076 As of March 31, 2023, the weighted-average remaining contractual payment term for finance leases was 3.7 years. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets subject to amortization consisted of the following: March 31, December 31, In-place lease intangible asset Gross carrying amount $ 16,359 $ 15,800 Less accumulated amortization: ( 4,548 ) ( 3,679 ) Intangible assets, net $ 11,811 $ 12,121 Amortization expense was $ 791 and $ 355 for the three months ended March 31, 2023 and 2022, respectively. The Company reviewed the portfolio of real property interests and intangible assets for impairment, in which the Company identified wireless communication sites for which impairment charges were recorded in Impairment - decommissions in the condensed consolidated statements of operations. As of March 31, 2023, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2023 $ 1,320 2024 1,506 2025 1,311 2026 1,191 2027 1,046 Thereafter 5,437 $ 11,811 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: March 31, December 31, Interest payable $ 9,595 $ 10,853 Accrued liabilities 2,404 1,894 Taxes payable 10,890 10,065 Payroll and related withholdings 4,356 10,612 Accounts payable 2,670 3,318 Professional fees accrued 11,569 9,578 Current portion of operating lease liabilities 962 977 Other 1,675 1,470 Total accounts payable and accrued expenses $ 44,121 $ 48,767 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: March 31, December 31, DWIP Subscription Agreement $ 165,000 $ 165,000 ArcCo Subscription Agreement 244,627 241,477 Facility Agreement 638,549 627,871 Subscription Agreement 165,495 162,587 Convertible Notes 264,500 264,500 DWIP II Loan Agreement 75,000 75,000 Less: unamortized debt discount and financing fees ( 31,369 ) ( 33,083 ) Debt, carrying amount $ 1,521,802 $ 1,503,352 ArcCo Subscription Agreement In December 2021, AP WIP ArcCo Investments, LLC (“ArcCo Investments”), a subsidiary of AP Wireless, entered into a subscription agreement (the “ArcCo Subscription Agreement”) providing for loans of up to € 750,000 . The ArcCo Subscription Agreement provides for uncommitted funding to ArcCo Investments, the sole borrower thereunder, in the form of promissory certificates consisting of tranches in Euros, Pound Sterling, and U.S. Dollars. The ArcCo Subscription Agreement contains certain financial condition and testing covenants (such as interest coverage and leverage limits) as well as restrictive and operating covenants relating to, among others, future indebtedness and liens and other material activities of ArcCo Investments and its affiliates. Obligations under the Subscription Agreement are guaranteed by AP WIP Investments, LLC (“AP WIP Investments”), a subsidiary of AP Wireless, and secured by a debt service reserve account and escrow cash account of ArcCo Investments available for making of incremental asset acquisitions, as well as secured by direct equity interests and bank accounts of ArcCo Investments and certain other subsidiaries. In January 2022, ArcCo Investments borrowed € 225,000 ($ 257,490 USD equivalent) of the amount available under the ArcCo Subscription Agreement. Net of an issue discount of approximately $ 1,287 , the funded amount of the borrowing under the ArcCo Subscription Agreement was approximately $ 256,203 . In connection with this borrowing, $ 5,000 was funded to the debt service reserve account. The initial borrowing accrues interest at a fixed annual rate of approximately 3.2 %, which will be payable quarterly and is scheduled to mature in January 2030 . Convertible Notes In September 2021, the Company issued convertible notes (the “Convertible Notes”) in an aggregate principal amount totaling $ 264,500 . The Convertible Notes are unsecured and bear interest at a fixed rate of 2.5 % per year, payable semi-annually in arrears on March 15 and September 15 of each year , beginning on March 15, 2022 . The Convertible Notes are convertible into cash, shares of the Company’s Class A Common Stock, or a combination thereof, at the Company’s election, and may be settled as described below. The Convertible Notes will mature on September 15, 2026 (the “Maturity Date”), unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to the close of business on the business day immediately preceding March 15, 2026, the Convertible Notes will be convertible at the option of the holders only under certain conditions and during certain periods. On or after March 15, 2026, until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their Convertible Notes, at their option, at the conversion rate then in effect, irrespective of these conditions. At the date of issuance, the conversion rate for the Convertible Notes was 44.2087 shares of Class A Common Stock per one thousand dollars principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 22.62 per share of Class A Common Stock). DWIP Subscription Agreement & DWIP Loan Agreement Repayment In April 2022, a subsidiary of the Company, AP WIP Holdings, LLC (“DWIP”) entered into a subscription agreement (the “DWIP Subscription Agreement”) providing for the issuance of promissory certificates of up to $ 165,000 . The monthly fixed coupon rate under the DWIP Subscription Agreement is approximately 3.6 % per annum. Borrowings under the DWIP Subscription Agreement totaled $ 165,000 and are scheduled to mature in April 2027 . Under the DWIP Subscription Agreement, escrow and collection account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets. Facility Agreement (up to £1,000,000) A subsidiary of the Company, AP WIP International Holdings, LLC (“IWIP”), is the sole borrower under a facility agreement (the “Facility Agreement”) that provides for up to £ 1,000,000 of borrowings with an initial 10 -year term. The Facility Agreement is uncommitted and has the objective of issuing notes that may be denominated in U.S. Dollars, Pound Sterling, Euros, Australian Dollars, or Canadian Dollars. Under the Facility Agreement, debt service reserve and escrow cash account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets. Through March 31, 2023, cumulative IWIP borrowings und er the Facility Agreement consisted of € 327,150 and £ 228,700 that accrue interest at annual fixed rates ranging from 2.8 % to 4.5 %. O utstanding principal amounts due under the Facility Agreement as of March 31, 2023 totaling $ 341,676 , $ 149,568 and $ 147,305 are scheduled to mature in October 2027 , August 2030 and October 2031 , respectively. Principal balances under the Facility Agreement may be prepaid in whole on any date, subject to the payment of any make-whole provision (as defined in the Facility Agreement). DWIP II Loan Agreement AP WIP Domestic Investment II, LLC (“DWIP II”), a wholly owned subsidiary of AP WIP Investments, is the sole borrower under a junior loan agreement (the “DWIP II Loan Agreement”), the borrowings under which bear interest at 6.0 % and mature in April 2024 . Subscription Agreement (up to £250,000) AP WIP Investments Borrower, LLC, a subsidiary of AP WIP Investments, is the borrower under a subscription agreement (the “Subscription Agreement”) that provides for uncommitted funding up to £ 250,000 in the form of nine-year term junior loans consisting of tranches available in Euros, Pound Sterling and U.S. Dollars, and requires a portion of the funding to be held in a debt service reserve account, which is presented in restricted cash in the condensed consolidated balance sheets. Through March 31, 2023, cumulative borrowings under the Subscription Agreement consisted of fixed and variable rate interest-only notes totaling € 105,000 and € 40,000 , respectiv ely. As of March 31, 2023, fixed rate borrowings under the Subscription Agreement accrued cash pay interest at rates ranging from 4.0 % to 4.25 % and interest on the variable rate borrowing was based on the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 3.75 %. All borrowings under the Subscription Agreement bear payment-in-kind interest ranging from 1.75 % to 2.0 %, which was recorded in the carrying amount of long-term debt in the condensed consolidated balance sheets and are scheduled to mature in November 2028. Interest payable in cash is paid quarterly, whereas payment-in-kind interest accrues to the principal balance and is payable upon repayment of principal. Principal balances under the Subscription Agreement may be prepaid in whole on any date, subject to the payment of any applicable prepayment fee. Interest Rate Cap Agreement The Company is a party to an interest rate cap agreement ("interest rate cap"), which has a notional amount of € 40,000 and terminates in March 2026 . The interest rate cap is intended to limit the exposure to increasing interest rates on the variable rate borrowing under the Subscription Agreement in the event that the three-month EURIBOR exceeds 0.25 %. Through December 31, 2022, the interest rate cap was a derivative financial instrument that was not designated as an effective hedge under ASC Topic 815, Derivatives and Hedging ("ASC 815"). Accordingly, changes in the fair value of the interest rate cap were recognized in Other income (expense), net in the condensed consolidated statement of operations, which was a gain of $ 1,074 for the three months ended March 31, 2022. As of December 31, 2022, the fair value of the interest rate cap was $ 3,857 and was recorded as a derivative asset in other long-term assets in the condensed consolidated balance sheet. Effective January 1, 2023, the Company has elected to designate the interest rate cap as a hedge of its exposure to potential variability in its remaining future cash flows that may result from its variable rate borrowing under the Subscription Agreement. As the interest rate cap has been designated and qualifies as an effective cash flow hedge under ASC 815, any gains or losses associated with the changes in the fair value of the interest rate cap determined in periods after December 31, 2022 are recorded in stockholders' equity as a component of accumulated other comprehensive income, net of applicable income taxes. Reclassifications of the gains and losses on the interest rate cap are reclassified out of accumulated other comprehensive income and are recorded as part of interest expense in the condensed consolidated statements of operations in the period in which the variable rate interest payments under the Subscription Agreement impact interest expense. For the three months ended March 31, 2023, the amount of loss associated with the change in the fair value of the interest rate cap recorded in other comprehensive income was $ 289 and the amount reclassified out of accumulated other comprehensive income and included in interest expense in the condensed consolidated statements of operations, which totaled $ 17,671 , was $ 209 . The following table presents the fair value of the interest rate cap as well as its classification in the condensed consolidated balance sheets. Balance sheet location of derivative assets: March 31, December 31, Interest rate cap designated as cash flow hedge: Prepaid and other current assets $ 1,328 $ — Other long-term assets 2,314 — Interest rate cap not designated as cash flow hedge: Other long-term assets — 3,857 Total derivative assets $ 3,642 $ 3,857 The fair value of the interest rate cap was determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap and incorporated credit valuation adjustments to appropriately reflect the risk of non-performance. The variable interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The primary inputs to the valuation technique used to measure fair value were ranked, according to their market price observability under the fair value hierarchy, as Level 2 inputs. Debt Discount and Financing Costs Amortization of debt discount and deferred financing costs, included in interest expense in the condensed consolidated statements of operations, was $ 1,715 and $ 1,106 for the three months ended March 31, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective bases for income tax purposes. The Company reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Income tax expense (benefit) was a benefit of $( 1,584 ) and $( 3,166 ) for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023, the Company’s recorded income tax benefit in relation to its pre-tax loss was lower than an amount that would result from applying the applicable statutory tax rates to such loss, primarily due to limitations on the recognition of tax benefits as a result of full valuation allowances maintained in several taxing jurisdictions. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock Each holder of Class A Common Stock is entitled to one vote per share on all matters and is entitled to ratably receive dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s Board from time to time out of assets or funds of the Company legally available. Each holder of the Company’s Class B Common Stock is entitled to one vote per share together as a single class with Class A Common Stock. Shares of Class B Common Stock are deemed to be non-economic interests. Series A Founder Preferred Stock As of March 31, 2023, all shares of the Company’s Series A Founder Preferred Stock were held by certain of its founders. Each holder of Series A Founder Preferred Stock is entitled to a number of votes equal to the number of shares of Class A Common Stock into which each share of Series A Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote. Series B Founder Preferred Stock As of March 31, 2023, all shares of the Company’s Series B Founder Preferred Stock were held by certain executive officers and such shares were issued in tandem with LTIP Units (as defined in Note 10). Each holder of Series B Founder Preferred Stock is entitled to a number of votes equal to the number of shares of the Company’s Class A Common Stock and Class B Common Stock, respectively, into which each share of Series B Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote. Noncontrolling Interest As of March 31, 2023, noncontrolling interest consisted of limited liability company units of APW OpCo not owned by Radius, comprising each unit of limited liability company interests of APW OpCo designated as “Class B Common Units” under the Second Amended and Restated Limited Liability Company Agreement of APW OpCo, dated as of July 21, 2020 (the “OpCo LLC Agreement”), each unit of APW OpCo designated as a “Series A Rollover Profit Unit” under the OpCo LLC Agreement and each unit of APW OpCo designated as a “Series B Rollover Profit Unit” (each, a “Series B Rollover Profit Unit”) under the OpCo LLC Agreement. As of March 31, 2023, the portion of APW OpCo not owned by Radius was approximately 3 %, which represented the Company's noncontrolling interest. During the three months ended March 31, 2023, certain unitholders initiated redemptions of their interests in APW OpCo, thereby effectively exchanging their Class B Common Units, Series B Rollover Profit Units and the associated tandem shares of Class B Common Stock for 2,367,228 shares of Class A Common Stock. This redemption and exchange resulted in an increase in additional paid-in capital of $ 17,500 and a corresponding reduction in noncontrolling interest, based on the carrying amounts of the associated Class B Common Units and Series B Rollover Units being exchanged. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 10. Share-Based Compensation Under the Company's 2022 Equity Incentive Plan (the "Equity Plan"), the Compensation Committee of the Board is authorized to grant awards of stock options, stock appreciation rights, restricted stock, stock units, other equity-based awards and cash incentive awards that may be subject to a combination of time and performance-based vesting conditions. In accordance with ASC Topic 718, Compensation – Stock Compensation , the Company recognizes share-based compensation expense over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of the awards. For share-based compensation awards with performance-based milestones, the expense is recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. Subject to adjustment, the maximum number of shares of Company stock that may be issued or paid under or with respect to all awards granted under the Equity Plan is 25,000,000 , in the aggregate. Generally, awards will deliver shares of Class A Common Stock, Class B Common Stock or Series B Founder Preferred Stock. As of March 31, 2023, there were 10,151,638 share-based awards collectively available for grant under the Equity Plan. Long-Term Incentive Plan Units (LTIP Units) In February 2020, the executive officers of the Company received initial awards (each, an “Initial Award”) of Series A LTIP Units and Series B LTIP Units (together with the Series C LTIP Units, the “LTIP Units”) and, in tandem with such LTIP Units, an equal number of shares of Class B Common Stock and/or shares of Series B Founder Preferred Stock, respectively. In connection with evaluations of the Company's executive officers' performance in 2022 and 2021, in February 2023 and February 2022, respectively, the Compensation Committee of the Board granted the executive officers awards of LTIP Units (each, a "2023 LTIP Award" or “2022 LTIP Award”), consisting of Series C LTIP Units and, in tandem with such LTIP Units, an equal number of shares of Class B Common Stock. The Initial Awards consisted of (i) 3,376,076 time-vesting Series A LTIP Units that either vest over a three-year or five-year service period following the grant date, (ii) 2,023,924 performance-based Series A LTIP Units that are subject to both time and performance vesting conditions, the latter condition based on the attainment of certain common share price hurdles over seven years , and (iii) Series B LTIP Units that contain only a performance-based vesting condition based on the attainment of certain common share price hurdles over nine years . During the three months ended March 31, 2023, Series A LTIP Units totaling 1,077,149 units were redeemed and exchanged for an equal number of shares of Class A Common Stock. The 2023 LTIP Awards and the 2022 LTIP Awards each consisted of (i) time-vesting Series C LTIP Units that vest over a three-year service period following the grant date, and (ii) performance-based Series C LTIP Units that are subject to both time and two equally weighted performance vesting conditions, the latter conditions based on the attainment of the following conditions over the three-year period beginning on January 1 of the year in which the award was granted. These conditions are a) certain Company common share price returns relative to equity returns of certain peer publicly traded companies and a specified equity index (the “Market Condition”); and b) certain growth targets in the Company’s annualized in-place rents metric (the “AIPR Growth Condition”). Vesting of the performance-based Series C LTIP Units also is contingent on the recipient’s completion of service over a three-year period beginning on the grant date. Time vesting Series C LTIP Units granted pursuant to the 2023 LTIP Awards and 2022 LTIP Awards totaled 256,753 and 276,481 , respectively, and performance-based Series C LTIP Units granted pursuant to the 2023 LTIP Awards and 2022 LTIP Awards totaled 770,257 and 829,439 , respectively. A summary of the changes in the LTIP Units for the three months ended March 31, 2023 is presented below: Series A LTIP Units Series B LTIP Units Series C LTIP Units Outstanding at December 31, 2022 5,340,000 1,386,033 1,105,920 Granted — — 1,027,010 Exercised ( 1,077,149 ) — — Outstanding at March 31, 2023 4,262,851 1,386,033 2,132,930 Vested at March 31, 2023 2,441,321 856,693 92,160 As of March 31, 2023, all awards of Series C LTIP Units are expected to vest. With respect to the 2023 LTIP Awards, the fair value of each time-vesting Series C LTIP Unit and each Series C LTIP Unit vesting on the attainment of the AIPR Growth Condition was based on the grant date per share fair value of the Company’s Class A Common Stock, which was $ 13.63 per share. For each Market Condition Series C LTIP Unit granted pursuant to the 2023 LTIP Awards, fair value was measured as of its grant date using a Monte Carlo method, which took into consideration different stock price paths and utilized the following assumptions in its determination: Market Condition Weighted-average grant date fair value $ 9.47 Expected term 3.0 years Expected volatility 45.4 % Risk-free interest rate 4.5 % For the three months ended March 31, 2023 and 2022, the Company recognized share-based compensation expense of $ 3,908 and $ 3,685 , respectively, in the aggregate for all grants of LTIP Units. As of March 31, 2023, there was $ 31,362 of total unrecognized compensation cost related to the LTIP Units granted, which is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock Restricted stock awards granted under the Equity Plan generally are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one share of Class A Common Stock at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Except for performance-vesting restricted stock awards granted in February 2023 and 2022 (each a “2023 Performance RSA” or "2022 Performance RSA"), vesting of restricted stock awards granted under the Equity Plan is contingent upon the recipient’s completion of service, which ranges from one to five years beginning on the grant date. The 2023 Performance RSAs consisted of (i) 116,912 shares of Class A Common Stock that are subject to both time and two equally weighted performance vesting conditions, the latter conditions based on the attainment of the Market Condition and AIPR Growth Condition over the three-year period beginning on January 1 of the year in which the award was granted and (ii) 100,000 shares of Class A Common Stock that are subject to both time and performance vesting conditions, the latter condition based solely on the attainment of growth in certain annualized in-place rents of the Company over the five-year period beginning on January 1 of the year in which the award was granted. Vesting of the Performance RSAs also is contingent on the recipient’s completion of service over a period of three or five years beginning on the grant date. Awards pursuant to the 2022 Performance RSAs also are subject to time and performance vesting provisions that also included conditions regarding the attainment of Company common share price returns; and growth targets in the Company’s annualized in-place rents metric. A summary of the changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2023 is presented below: Shares Weighted- Nonvested at December 31, 2022 593,194 $ 12.28 Granted 784,384 $ 11.37 Vested ( 150,902 ) $ ( 12.71 ) Forfeited — — Nonvested at March 31, 2023 1,226,676 $ 11.64 As of March 31, 2023, all 2023 Performance RSAs and 2022 Performance RSAs are expected to vest. The fair value of each 2023 Performance RSA vesting on the attainment of annualized in-place rent criteria was based on the grant date per share fair value of the Company’s Class A Common Stock, which was $ 13.63 per share. For each 2023 Performance RSA subject to the Market Condition, fair value was measured as of its grant date using a Monte Carlo method, which took into consideration different stock price paths and utilized the following assumptions in its determination: Market Condition Restricted Stock Awards Weighted-average grant date fair value $ 9.47 Expected term 3.0 years Expected volatility 45.4 % Risk-free interest rate 4.5 % For the three months ended March 31, 2023 and 2022, the Company recognized share-based compensation expense for restricted stock awards of $ 724 and $ 367 , respectively. As of March 31, 2023, there was $ 16,400 of total unrecognized compensation cost related to restricted stock awards granted as of March 31, 2023. The total cost is expected to be recognized over a weighted-average period of 4.0 years. S tock Options The following table summarizes the changes in the number of common shares underlying options for the three months ended March 31, 2023: Shares Weighted- Outstanding at December 31, 2022 4,392,415 $ 10.53 Granted — $ - Exercised ( 29,200 ) $ 8.03 Forfeited ( 58,300 ) $ 14.67 Outstanding at March 31, 2023 4,304,915 $ 10.49 Exercisable at March 31, 2023 1,923,915 $ 9.30 Expiring on the tenth anniversary following the grant date, each employee option award vests upon the completion of five years of service. For the three months ended March 31, 2023 and 2022, the Company recognized share-based compensation expense of $ 552 and $ 540 , respectively, for stock options granted to employees. As of March 31, 2023, there was $ 6,921 of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 3.3 years. |
Basic and Diluted Income (Loss)
Basic and Diluted Income (Loss) per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Income (Loss) per Common Share | 11. Basic and Diluted Income (Loss) per Common Share Diluted income (loss) per common share is calculated by dividing the net income (loss) allocable to common stockholders of Radius by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock. For all periods presented with a net loss, the effects of any incremental potential common shares have been excluded from the calculation of loss per common share because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share were the same for periods with a net loss attributable to common stockholders of Radius. The following table sets forth the computation of basic and diluted net loss per common share: Three months Three months Numerator: Net loss attributable to stockholders $ ( 45,585 ) $ ( 4,437 ) Stock dividend payment to holders of Series A Founder Preferred Stock — — Net loss attributable to common stockholders $ ( 45,585 ) $ ( 4,437 ) Denominator: Weighted average common shares outstanding - basic and diluted 95,821,985 92,104,971 Basic and diluted loss per common share $ ( 0.48 ) $ ( 0.05 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding as the shares associated with each of these would have been anti-dilutive: Three months Three months Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 Stock options 4,304,915 4,290,615 Restricted stock 1,226,676 593,194 LTIP Units 7,781,814 7,831,953 Convertible Notes 11,693,192 11,693,192 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its business. In the opinion of management, after consultation with counsel, the ultimate disposition of such incidental matters, both asserted and unasserted, will not have a material adverse impact on the Company’s condensed consolidated financial position, results of operations or liquidity. Apart from such incidental matters, the following lawsuits and demand letters have been filed or submitted relating to the Mergers: Ryan O’Dell v. Radius Global Infrastructure, Inc. et al. , 23-cv-2956 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; on April 12, 2023, a complaint, captioned Elaine Wang v. Radius Global Infrastructure, Inc. et al. , 23-cv-3068 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; and on May 1, 2023, a complaint, captioned Shannon Jenkins v. Radius Global Infrastructure, Inc. et al. , 23-cv-3657 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; all three cases named as defendants the Company and members of the Board. The complaints allege, among other things, that the defendants caused to be filed with the SEC a materially incomplete and misleading preliminary proxy statement relating to the Mergers in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Among other remedies, the complaints seek: an order enjoining the defendants from proceeding with the Mergers unless and until the defendants disclose certain allegedly material information that was allegedly omitted from the preliminary proxy statement; rescinding the Merger Agreement or any of the terms thereof to the extent already implemented or granting rescissory damages; awarding the plaintiffs the costs and disbursements of their actions, including reasonable attorneys’ and expert fees and expenses; and granting such other and further relief as the court may deem just and proper. The Company has not yet formally responded to these complaints, but believes that the allegations contained therein are without merit. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of Securities and Exchange Commission for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the entire year. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in detail in Note 2 to the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2023. |
Cash and Cash Equivalents and_2
Cash and Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash And Cash Equivalents [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows is as follows: March 31, December 31, Cash and cash equivalents $ 197,879 $ 224,258 Restricted cash 2,417 1,971 Restricted cash, long term 61,595 88,054 Total cash and cash equivalents and restricted cash $ 261,891 $ 314,283 |
Real Property Interests (Tables
Real Property Interests (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Real Property Interests, Net | Real property interests, net consisted of the following: March 31, December 31, Right-of-use assets - finance leases $ 451,998 $ 410,171 Telecom real property interests 1,740,688 1,708,322 2,192,686 2,118,493 Less accumulated amortization: Right-of-use assets - finance leases ( 36,017 ) ( 31,119 ) Telecom real property interests ( 158,524 ) ( 138,646 ) Real property interests, net $ 1,998,145 $ 1,948,728 |
Summary of Finance Lease Expense and Interest Expense Associated with Lease Liability in Condensed Statement of Operations | The Company recorded finance lease expense and interest expense associated with finance lease liabilities in the condensed consolidated statements of operations as follows: Three months Three months Finance lease expense $ 4,329 $ 3,598 Interest expense - lease liability $ 337 $ 256 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to finance leases for the respective periods was as follows: Three months Three months Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 227 $ 136 Financing cash flows from finance leases $ 4,850 $ 3,170 Finance lease liabilities arising from obtaining right-of-use assets $ 3,916 $ 3,565 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2023, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2023 $ 1,320 2024 1,506 2025 1,311 2026 1,191 2027 1,046 Thereafter 5,437 $ 11,811 |
Schedule of Maturity of Finance Lease Liabilities and Telecom Real Property Interest Liabilities | Maturities of finance lease liabilities and telecom real property interest liabilities as of March 31, 2023 were as follows: Finance Telecom Real Property Remainder of 2023 $ 12,010 $ 3,742 2024 9,405 3,638 2025 7,015 524 2026 4,439 407 2027 3,306 402 Thereafter 5,459 331 Total lease payments 41,634 9,044 Less amounts representing future interest ( 5,474 ) ( 404 ) Total liability 36,160 8,640 Less current portion ( 14,392 ) ( 4,564 ) Non-current liability $ 21,768 $ 4,076 |
Telecom Real Property Interests | |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2023, amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2023 $ 54,500 2024 73,555 2025 73,536 2026 73,536 2027 73,425 Thereafter 1,174,408 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following: March 31, December 31, In-place lease intangible asset Gross carrying amount $ 16,359 $ 15,800 Less accumulated amortization: ( 4,548 ) ( 3,679 ) Intangible assets, net $ 11,811 $ 12,121 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2023, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2023 $ 1,320 2024 1,506 2025 1,311 2026 1,191 2027 1,046 Thereafter 5,437 $ 11,811 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: March 31, December 31, Interest payable $ 9,595 $ 10,853 Accrued liabilities 2,404 1,894 Taxes payable 10,890 10,065 Payroll and related withholdings 4,356 10,612 Accounts payable 2,670 3,318 Professional fees accrued 11,569 9,578 Current portion of operating lease liabilities 962 977 Other 1,675 1,470 Total accounts payable and accrued expenses $ 44,121 $ 48,767 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of Unamortized Debt Discount and Deferred Financing Costs | Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: March 31, December 31, DWIP Subscription Agreement $ 165,000 $ 165,000 ArcCo Subscription Agreement 244,627 241,477 Facility Agreement 638,549 627,871 Subscription Agreement 165,495 162,587 Convertible Notes 264,500 264,500 DWIP II Loan Agreement 75,000 75,000 Less: unamortized debt discount and financing fees ( 31,369 ) ( 33,083 ) Debt, carrying amount $ 1,521,802 $ 1,503,352 |
Summary of Fair Value of Interest Rate Cap and its Classification in Condensed Consolidated Balance Sheet | The following table presents the fair value of the interest rate cap as well as its classification in the condensed consolidated balance sheets. Balance sheet location of derivative assets: March 31, December 31, Interest rate cap designated as cash flow hedge: Prepaid and other current assets $ 1,328 $ — Other long-term assets 2,314 — Interest rate cap not designated as cash flow hedge: Other long-term assets — 3,857 Total derivative assets $ 3,642 $ 3,857 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Long Term Incentive Plan Units | A summary of the changes in the LTIP Units for the three months ended March 31, 2023 is presented below: Series A LTIP Units Series B LTIP Units Series C LTIP Units Outstanding at December 31, 2022 5,340,000 1,386,033 1,105,920 Granted — — 1,027,010 Exercised ( 1,077,149 ) — — Outstanding at March 31, 2023 4,262,851 1,386,033 2,132,930 Vested at March 31, 2023 2,441,321 856,693 92,160 |
Weighted Average Grant Date Fair Values for Long Term Incentive Plan Unit | For each Market Condition Series C LTIP Unit granted pursuant to the 2023 LTIP Awards, fair value was measured as of its grant date using a Monte Carlo method, which took into consideration different stock price paths and utilized the following assumptions in its determination: Market Condition Weighted-average grant date fair value $ 9.47 Expected term 3.0 years Expected volatility 45.4 % Risk-free interest rate 4.5 % |
Summary of Changes in Nonvested Restricted Stock Awards | A summary of the changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2023 is presented below: Shares Weighted- Nonvested at December 31, 2022 593,194 $ 12.28 Granted 784,384 $ 11.37 Vested ( 150,902 ) $ ( 12.71 ) Forfeited — — Nonvested at March 31, 2023 1,226,676 $ 11.64 |
Weighted Average Grant Date Fair Values for Market Condition Performance | For each 2023 Performance RSA subject to the Market Condition, fair value was measured as of its grant date using a Monte Carlo method, which took into consideration different stock price paths and utilized the following assumptions in its determination: Market Condition Restricted Stock Awards Weighted-average grant date fair value $ 9.47 Expected term 3.0 years Expected volatility 45.4 % Risk-free interest rate 4.5 % |
Schedule of Changes in Number of Common Shares Underlying Options | The following table summarizes the changes in the number of common shares underlying options for the three months ended March 31, 2023: Shares Weighted- Outstanding at December 31, 2022 4,392,415 $ 10.53 Granted — $ - Exercised ( 29,200 ) $ 8.03 Forfeited ( 58,300 ) $ 14.67 Outstanding at March 31, 2023 4,304,915 $ 10.49 Exercisable at March 31, 2023 1,923,915 $ 9.30 |
Basic and Diluted Income (Los_2
Basic and Diluted Income (Loss) per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Common Share | The following table sets forth the computation of basic and diluted net loss per common share: Three months Three months Numerator: Net loss attributable to stockholders $ ( 45,585 ) $ ( 4,437 ) Stock dividend payment to holders of Series A Founder Preferred Stock — — Net loss attributable to common stockholders $ ( 45,585 ) $ ( 4,437 ) Denominator: Weighted average common shares outstanding - basic and diluted 95,821,985 92,104,971 Basic and diluted loss per common share $ ( 0.48 ) $ ( 0.05 ) |
Summary of Potentially Dilutive Securities Excluded From Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding as the shares associated with each of these would have been anti-dilutive: Three months Three months Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 Stock options 4,304,915 4,290,615 Restricted stock 1,226,676 593,194 LTIP Units 7,781,814 7,831,953 Convertible Notes 11,693,192 11,693,192 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Mar. 01, 2023 |
AP Wireless | Landscape | ||
Business Acquisition [Line Items] | ||
Percentage of interest acquired | 97% | |
Merger Agreement | ||
Business Acquisition [Line Items] | ||
Termination fee payable | $ 52 | |
Termination fee receivable | 103 | |
Minimum unrestricted cash balance | 210 | |
Unrestricted cash in subsidiaries | $ 30 |
Cash and Cash Equivalents and_3
Cash and Cash Equivalents and Restricted Cash - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 197,879 | $ 224,258 | ||
Restricted cash | 2,417 | 1,971 | ||
Restricted cash, long-term | 61,595 | 88,054 | ||
Total cash and cash equivalents and restricted cash | $ 261,891 | $ 314,283 | $ 792,260 | $ 632,193 |
Cash and Short-term Investments
Cash and Short-term Investments (Additional Information) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Cash And Cash Equivalents [Abstract] | |
Unrealized gain on short-term investments | $ 365 |
Real Property Interests - Summa
Real Property Interests - Summary of Real Property Interests, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-of-use assets - finance leases | $ 451,998 | $ 410,171 |
Telecom real property interests | 1,740,688 | 1,708,322 |
Real property interests, gross | 2,192,686 | 2,118,493 |
Right-of-use assets - finance leases | (36,017) | (31,119) |
Telecom real property interests | (158,524) | (138,646) |
Real property interests, net | $ 1,998,145 | $ 1,948,728 |
Real Property Interests - Addit
Real Property Interests - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Lessee Lease Description [Line Items] | |||
Finance lease, weighted-average remaining lease term | 43 years 1 month 6 days | 43 years 1 month 6 days | |
Finance lease, weighted-average incremental borrowing rate | 8.50% | 8.20% | |
Telecom real property interests, net | $ 1,582,164,000 | $ 1,569,676,000 | |
Finance lease, weighted average remaining contractual payment term | 3 years 8 months 12 days | ||
Allocation to Land Component | |||
Lessee Lease Description [Line Items] | |||
Telecom real property interests, net | $ 59,204,000 | 58,110,000 | |
Other Noncurrent Assets | |||
Lessee Lease Description [Line Items] | |||
Deposits held by others | 11,416 | $ 11,883 | |
Telecom Real Property Interests | |||
Lessee Lease Description [Line Items] | |||
Amortization expense | $ 17,764,000 | $ 14,545,000 | |
Telecom Real Property Interests | Minimum | |||
Lessee Lease Description [Line Items] | |||
Tenant notice period for termination of lease without penalty | 30 days | ||
Telecom Real Property Interests | Maximum | |||
Lessee Lease Description [Line Items] | |||
Tenant notice period for termination of lease without penalty | 180 days |
Real Property Interests - Sum_2
Real Property Interests - Summary of Finance Lease Expense and Interest Expense Associated with Lease Liability in Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Finance lease expense | $ 4,329 | $ 3,598 |
Interest expense - lease liability | $ 337 | $ 256 |
Real Property Interests - Sched
Real Property Interests - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from finance leases | $ 227 | $ 136 |
Financing cash flows from finance leases | 4,850 | 3,170 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 3,916 | $ 3,565 |
Real Property Interests - Sch_2
Real Property Interests - Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Remainder of 2023 | $ 54,500 |
2024 | 73,555 |
2025 | 73,536 |
2026 | 73,536 |
2027 | 73,425 |
Thereafter | $ 1,174,408 |
Real Property Interests - Sch_3
Real Property Interests - Schedule of Maturities of Finance Lease Liabilities and Telecom Real Property Interest Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2023 | $ 12,010 | |
2024 | 9,405 | |
2025 | 7,015 | |
2026 | 4,439 | |
2027 | 3,306 | |
Thereafter | 5,459 | |
Total lease payments | 41,634 | |
Less amounts representing future interest | (5,474) | |
Total liability | 36,160 | |
Less current portion | (14,392) | $ (15,589) |
Finance lease liabilities | 21,768 | 22,277 |
Less current portion | (4,564) | $ (7,975) |
Telecom Real Property Interest | ||
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2023 | 3,742 | |
2024 | 3,638 | |
2025 | 524 | |
2026 | 407 | |
2027 | 402 | |
Thereafter | 331 | |
Total lease payments | 9,044 | |
Less amounts representing future interest | (404) | |
Total liability | 8,640 | |
Less current portion | (4,564) | |
Non-current liability | $ 4,076 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets Subject to Amortization (Details) - In-Place Lease Intangible Asset - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 16,359 | $ 15,800 |
Less accumulated amortization: | (4,548) | (3,679) |
Intangible assets, net | $ 11,811 | $ 12,121 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
In-Place Lease Intangible Asset | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 791 | $ 355 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Asset Amortization Expense to Be Recognized for Each of the Succeeding Five Years (Details) - In-Place Lease Intangible Asset - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | $ 1,320 | |
2024 | 1,506 | |
2025 | 1,311 | |
2026 | 1,191 | |
2027 | 1,046 | |
Thereafter | 5,437 | |
Intangible assets, net | $ 11,811 | $ 12,121 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables And Accruals [Abstract] | ||
Interest payable | $ 9,595 | $ 10,853 |
Accrued liabilities | 2,404 | 1,894 |
Taxes payable | 10,890 | 10,065 |
Payroll and related withholdings | 4,356 | 10,612 |
Accounts payable | 2,670 | 3,318 |
Professional fees accrued | 11,569 | 9,578 |
Current portion of operating lease liabilities | 962 | 977 |
Other | 1,675 | 1,470 |
Total accounts payable and accrued expenses | $ 44,121 | $ 48,767 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt, Net of Unamortized Debt Discount and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and financing fees | $ (31,369) | $ (33,083) |
Debt, carrying amount | 1,521,802 | 1,503,352 |
DWIP Subscription Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 165,000 | 165,000 |
ArcCo Subscription Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 244,627 | 241,477 |
Facility Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 638,549 | 627,871 |
Subscription Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 165,495 | 162,587 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 264,500 | 264,500 |
DWIP II Loan Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 75,000 | $ 75,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||||||||||
Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Aug. 31, 2021 USD ($) | Apr. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | Mar. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Jan. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 17,671,000 | $ 16,098,000 | ||||||||||
Derivative asset | 3,642,000 | $ 3,857,000 | ||||||||||
Amortization of debt discount and deferred financing costs | 1,715,000 | 1,106,000 | ||||||||||
Interest Expense, Net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt discount and deferred financing costs | $ 1,715,000 | 1,106,000 | ||||||||||
ArcCo Investments | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | $ 257,490,000 | € 225,000,000 | ||||||||||
Funded to debt service reserve account | $ 5,000,000 | |||||||||||
Debt instrument, interest rate | 3.20% | 3.20% | ||||||||||
Debt instrument frequency of periodic principal payments | quarterly | |||||||||||
Debt instrument, maturity date | Jan. 31, 2030 | |||||||||||
ArcCo Subscription Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | $ 256,203,000 | € 750,000,000 | ||||||||||
Debt instrument issue discount | $ 1,287,000 | |||||||||||
Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 2.50% | |||||||||||
Debt instrument frequency of periodic principal payments | semi-annually | |||||||||||
Debt instrument, maturity date | Sep. 15, 2026 | |||||||||||
Debt instrument principal amount | $ 264,500,000 | |||||||||||
Debt instrument beginning date | Mar. 15, 2022 | |||||||||||
Debt instrument interest payments, term | payable semi-annually in arrears on March 15 and September 15 of each year | |||||||||||
Convertible Notes | Class A Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible conversion rate in ordinary shares | 44.2087 | |||||||||||
Debt instrument, convertible, principal amount per share considered for conversion rate | $ 1,000 | |||||||||||
Debt instrument, convertible, initial conversion price per ordinary share | $ / shares | $ 22.62 | |||||||||||
DWIP Subscription Agreement | Promissory Certificates | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maturity date | Apr. 30, 2027 | |||||||||||
DWIP Subscription Agreement | DWIP | Promissory Certificates | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | $ 165,000,000 | |||||||||||
Debt instrument, interest rate | 3.60% | |||||||||||
Facility Agreement | IWIP | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 1,000,000,000 | |||||||||||
Debt instrument, maturity date | Oct. 31, 2031 | Aug. 31, 2030 | Oct. 31, 2027 | |||||||||
Debt instrument principal amount | $ 147,305,000 | $ 149,568,000 | $ 341,676,000 | |||||||||
Debt instrument, term | 10 years | |||||||||||
Debt instrument, funded amount | € 327,150,000 | £ 228,700,000 | ||||||||||
Facility Agreement | IWIP | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 2.80% | 2.80% | 2.80% | |||||||||
Facility Agreement | IWIP | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 4.50% | 4.50% | 4.50% | |||||||||
DWIP II Loan Agreement | DWIP II | A P W Op Co | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 6% | 6% | 6% | |||||||||
Debt instrument, maturity date | Apr. 30, 2024 | |||||||||||
Interest Rate Cap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 209,000 | |||||||||||
Notional amount | € | € 40,000,000 | |||||||||||
Derivative maturity date | Mar. 31, 2026 | |||||||||||
Changes in fair value of interest rate cap included in other comprehensive income | $ 289,000 | |||||||||||
Derivative asset | $ 3,857,000 | |||||||||||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | |||||||||||
Interest Rate Cap | Other Income (Expense) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Changes in fair value of interest rate cap | $ 1,074,000 | |||||||||||
Interest Rate Cap | Maximum | EURIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate cap | 0.25% | 0.25% | 0.25% | |||||||||
Interest Rate Cap | Interest-Only Secured Notes | EURIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest on the variable rate borrowing | 3.75% | |||||||||||
Subscription Agreement | AP WIP Investments Borrower | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 250,000,000 | |||||||||||
Debt instrument, term | 9 years | |||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Fixed Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, funded amount | € | € 105,000,000 | |||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Variable Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, funded amount | € | € 40,000,000 | |||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 4% | 4% | 4% | |||||||||
Percentage of payment-in-kind interest | 1.75% | 1.75% | 1.75% | |||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 4.25% | 4.25% | 4.25% | |||||||||
Percentage of payment-in-kind interest | 2% | 2% | 2% |
Debt - Summary of Fair Value of
Debt - Summary of Fair Value of Interest Rate Cap and its Classification in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Prepaid expenses and other current assets | $ 29,747 | $ 28,773 |
Other long-term assets | 21,209 | 20,124 |
Total derivative assets | 3,642 | 3,857 |
Interest Rate Cap [Member] | Cash Flow Hedge | Designated | ||
Debt Instrument [Line Items] | ||
Prepaid expenses and other current assets | 1,328 | |
Other long-term assets | $ 2,314 | |
Interest Rate Cap [Member] | Cash Flow Hedge | Not Designated | ||
Debt Instrument [Line Items] | ||
Other long-term assets | $ 3,857 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ (1,584) | $ (3,166) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Noncontrolling Interest | |
Class Of Stock [Line Items] | |
Redemption exchange value | $ | $ (17,500) |
A P W Op Co | |
Class Of Stock [Line Items] | |
Redemptions shares | shares | 2,367,228 |
A P W Op Co | Noncontrolling Interest | |
Class Of Stock [Line Items] | |
Redemption exchange value | $ | $ 17,500 |
Noncontrolling Interest Percentage | 3% |
Class A Common Stock | |
Class Of Stock [Line Items] | |
Common stock, voting rights | one vote per share |
Class B Common Stock | |
Class Of Stock [Line Items] | |
Common stock, voting rights | one vote per share |
Redemptions shares | shares | (2,367,228) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Feb. 10, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation | $ 5,184 | $ 4,592 | |
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation | 724 | 367 | |
Unrecognized equity-based compensation cost | $ 16,400 | ||
Weighted average period for recognition of compensation cost | 4 years | ||
Share-based payment award, description | Restricted stock awards granted under the Equity Plan generally are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one share of Class A Common Stock at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Except for performance-vesting restricted stock awards granted in February 2023 and 2022 (each a “2023 Performance RSA” or "2022 Performance RSA"), vesting of restricted stock awards granted under the Equity Plan is contingent upon the recipient’s completion of service, which ranges from one to five years beginning on the grant date. | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation | $ 552 | 540 | |
Unrecognized equity-based compensation cost | $ 6,921 | ||
Weighted average period for recognition of compensation cost | 3 years 3 months 18 days | ||
Class A Common Stock | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant date fair value, per share | $ 13.63 | ||
Digital Landscape 2020 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares based awards granted | 25,000,000 | ||
Number of share based awards available for grant | 10,151,638 | ||
Digital Landscape 2020 Equity Incentive Plan | Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Time-Vesting Series A LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 3,376,076 | ||
Time-Vesting Series A LTIP Units | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Time-Vesting Series A LTIP Units | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Performance-Based Series A LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 2,023,924 | ||
Vesting period | 7 years | ||
Series A LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 1,077,149 | ||
Series B LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 9 years | ||
Time-Vesting Series C LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Time-Vesting Series C LTIP Units | 2023 LTIP Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 256,753 | ||
Time-Vesting Series C LTIP Units | 2022 LTIP Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 276,481 | ||
Performance-Based Series C LTIP Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | 3 years | |
Performance-Based Series C LTIP Units | 2023 LTIP Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 770,257 | ||
Performance-Based Series C LTIP Units | 2022 LTIP Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 829,439 | ||
Series C LTIP Units | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Grant date fair value, per share | $ 13.63 | ||
LTIP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation | $ 3,908 | $ 3,685 | |
Unrecognized equity-based compensation cost | $ 31,362 | ||
Weighted average period for recognition of compensation cost | 2 years 4 months 24 days | ||
Time Vesting Class A Common Stock | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 116,912 | ||
Time Vesting Class A Common Stock | Minimum | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Time Vesting Class A Common Stock | Maximum | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Performance-Based Class A Common Stock | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units awarded | 100,000 | ||
Vesting period | 5 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Changes in Long Term Incentive Plan Units (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2021 | 5,340,000 |
Exercised | (1,077,149) |
Outstanding at March 31, 2023 | 4,262,851 |
Vested at March 31, 2023 | 2,441,321 |
Series B LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2021 | 1,386,033 |
Outstanding at March 31, 2023 | 1,386,033 |
Vested at March 31, 2023 | 856,693 |
Series C LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2021 | 1,105,920 |
Granted | 1,027,010 |
Outstanding at March 31, 2023 | 2,132,930 |
Vested at March 31, 2023 | 92,160 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Grant Date Fair Values for Long Term Incentive Plan Unit (Details) - Series C LTIP Units | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average grant date fair value | $ 9.47 |
Expected term | 3 years |
Expected volatility | 45.40% |
Risk-free interest rate | 4.50% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Nonvested Restricted Stock Awards (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Nonvested, beginning | shares | 593,194 |
Number of shares, Granted | shares | 784,384 |
Number of shares, Vested | shares | (150,902) |
Number of shares, Nonvested, ending | shares | 1,226,676 |
Weighted-Average Grant-Date Fair Value, beginning | $ / shares | $ 12.28 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 11.37 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | (12.71) |
Weighted-Average Grant-Date Fair Value, ending | $ / shares | $ 11.64 |
Share-Based Compensation - We_2
Share-Based Compensation - Weighted Average Grant Date Fair Values for each Market Condition Performance (Details) - Market Condition Restricted Awards | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-Average Grant-Date Fair Value, Granted | $ 9.47 |
Expected term | 3 years |
Expected volatility | 45.40% |
Risk-free interest rate | 4.50% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Changes in Number of Common Shares Underlying Options (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Outstanding beginning balance | shares | 4,392,415 |
Shares exercised | shares | (29,200) |
Shares forfeited | shares | (58,300) |
Shares outstanding ending balance | shares | 4,304,915 |
Shares exercisable | shares | 1,923,915 |
Weighted-average exercise price outstanding beginning balance | $ / shares | $ 10.53 |
Weighted-average exercise price exercised | $ / shares | 8.03 |
Weighted-average exercise price forfeited | $ / shares | 14.67 |
Weighted-average exercise price outstanding ending balance | $ / shares | 10.49 |
Weighted-average exercise price exercisable | $ / shares | $ 9.30 |
Basic and Diluted Income (Los_3
Basic and Diluted Income (Loss) per Common Share - Computation of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | |
Numerator: | |||
Net loss attributable to stockholders | $ (45,585) | $ (4,437) | |
Net loss attributable to common stockholders | $ (45,585) | $ (4,437) | $ (4,437) |
Denominator: | |||
Weighted average common shares outstanding - basic | 95,821,985 | 92,104,971 | |
Weighted average common shares outstanding - diluted | 95,821,985 | 92,104,971 | |
Basic loss per common share | $ (0.48) | $ (0.05) | |
Diluted loss per common share | $ (0.48) | $ (0.05) |
Basic and Diluted Income (Los_4
Basic and Diluted Income (Loss) per Common Share - Summary of Potentially Dilutive Securities Excluded From Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Series A Founder Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 1,600,000 | 1,600,000 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 4,304,915 | 4,290,615 |
Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 1,226,676 | 593,194 |
LTIP Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 7,781,814 | 7,831,953 |
Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 11,693,192 | 11,693,192 |