Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 | 98-1524226 | ||
Entity Address, Address Line One | 660 Madison Avenue | ||
Entity Address, Address Line Two | Suite 1435 | ||
Entity Address City Or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address Postal Zip Code | 10065 | ||
City Area Code | 212 | ||
Local Phone Number | 301-2800 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 60,995,911 | ||
Entity Public Float | $ 339,664,500 | ||
Entity Interactive Data Current | Yes | ||
Security12b Title | Class A Common Stock, $0.0001 par value | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 99,896 | $ 62,892 |
Restricted cash | 1,614 | 1,140 |
Trade receivables, net | 7,829 | 7,578 |
Prepaid expenses and other current assets | 17,352 | 9,199 |
Total current assets | 126,691 | 80,809 |
Real property interests, net: | ||
Right-of-use assets - finance leases, net | 237,862 | 80,498 |
Cell site leasehold interests, net | 851,529 | 346,662 |
Real property interests, net | 1,089,391 | 427,160 |
Intangible assets, net | 5,880 | 2,848 |
Property and equipment, net | 1,382 | 1,095 |
Goodwill | 80,509 | |
Deferred tax asset | 1,173 | 991 |
Restricted cash, long-term | 113,938 | 14,014 |
Other long-term assets | 9,266 | 5,892 |
Total assets | 1,428,230 | 532,809 |
Current liabilities: | ||
Accounts payable and accrued expenses | 30,854 | 22,786 |
Rent received in advance | 19,587 | 13,856 |
Finance lease liabilities, current | 9,920 | 5,749 |
Cell site leasehold interest liabilities, current | 5,749 | 8,379 |
Current portion of long-term debt, net of deferred financing costs | 48,884 | |
Total current liabilities | 66,110 | 99,654 |
Finance lease liabilities | 23,925 | 10,451 |
Cell site leasehold interest liabilities | 11,813 | 8,462 |
Long-term debt, net of debt discount and deferred financing costs | 728,473 | 524,047 |
Deferred tax liability | 57,137 | |
Other long-term liabilities | 8,704 | 5,531 |
Total liabilities | 896,162 | 648,145 |
Commitments and contingencies | ||
Stockholders’ equity/Members’ deficit: | ||
Additional paid-in capital (Successor) | 673,955 | |
Members’ accumulated deficit (Predecessor) / Accumulated deficit (Successor) | (213,237) | (208,883) |
Members’ accumulated other comprehensive loss (Predecessor) / Accumulated other comprehensive income (Successor) | 15,768 | (25,472) |
Total stockholders’ equity attributable to Radius Global Infrastructure, Inc. | 476,486 | |
Total members' deficit attributable to Radius Global Infrastructure, Inc. | (115,336) | |
Noncontrolling interest | 55,582 | |
Total liabilities and stockholders’ equity/members' deficit | 1,428,230 | 532,809 |
Series A Founder Preferred Shares | ||
Stockholders’ equity/Members’ deficit: | ||
Preferred Shares (Successor), Value | ||
Series B Founder Preferred Shares | ||
Stockholders’ equity/Members’ deficit: | ||
Preferred Shares (Successor), Value | ||
Class A Common Units | ||
Stockholders’ equity/Members’ deficit: | ||
Common units (Predecessor) | 33,672 | |
Total members' deficit attributable to Radius Global Infrastructure, Inc. | 33,672 | |
Common Units | ||
Stockholders’ equity/Members’ deficit: | ||
Common units (Predecessor) | 85,347 | |
Total members' deficit attributable to Radius Global Infrastructure, Inc. | $ 85,347 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Series A Founder Preferred Shares | |
Preferred stock, par value | $ / shares | |
Preferred stock, shares authorized | 1,600,000 |
Preferred stock, shares issued | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 |
Common stock, shares, outstanding | 0 |
Series B Founder Preferred Shares | |
Preferred stock, par value | $ / shares | |
Preferred stock, shares authorized | 1,386,033 |
Preferred stock, shares issued | 1,386,033 |
Preferred stock, shares outstanding | 1,386,033 |
Class A Shares | |
Common stock, par value | $ / shares | |
Common stock, shares authorized | 1,590,000,000 |
Common stock, shares, issued | 58,425,000 |
Common stock, shares, outstanding | 58,425,000 |
Class B Shares | |
Common stock, par value | $ / shares | |
Common stock, shares authorized | 200,000,000 |
Common stock, shares, issued | 11,414,030 |
Common stock, shares, outstanding | 11,414,030 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Predecessor |
Revenue | $ 6,836 | $ 62,923 | $ 55,706 |
Cost of service | 34 | 619 | 326 |
Gross profit | 6,802 | 62,304 | 55,380 |
Operating expenses: | |||
Selling, general and administrative | 4,344 | 60,565 | 36,783 |
Share-based compensation | 83,421 | ||
Management incentive plan | 893 | ||
Amortization and depreciation | 2,584 | 43,005 | 19,132 |
Impairment - decommission of cell sites | 530 | 1,975 | 2,570 |
Total operating expenses | 7,458 | 188,966 | 59,378 |
Operating loss | (656) | (126,662) | (3,998) |
Other income (expense): | |||
Realized and unrealized (loss) gain on foreign currency debt | 11,500 | (40,434) | (6,118) |
Interest expense, net | (3,623) | (25,201) | (32,038) |
Other income (expense), net | (277) | 1,916 | 177 |
Gain on extinguishment of debt | 1,264 | ||
Total other income (expense), net | 7,600 | (62,455) | (37,979) |
Income (loss) before income tax expense | 6,944 | (189,117) | (41,977) |
Income tax expense | 767 | 2,825 | 2,468 |
Net income (loss) | $ 6,177 | (191,942) | $ (44,445) |
Net loss attributable to noncontrolling interest | (9,851) | ||
Net loss attributable to Radius Global Infrastructure, Inc. common shareholders | $ (182,091) | ||
Loss per common share: | |||
Basic and diluted | $ (3.12) | ||
Weighted average common shares outstanding: | |||
Basic and diluted | 58,425,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Predecessor |
Net income (loss) | $ 6,177 | $ (191,942) | $ (44,445) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (7,165) | 15,768 | 904 |
Comprehensive loss | $ (988) | $ (176,174) | $ (43,541) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT - USD ($) $ in Thousands | Total | Class A Common Units | Common Units | Series A Founder Preferred Shares | Series B Founder Preferred Shares | Class A Shares | Class B Shares | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Additional Paid-in Capital | Noncontrolling Interest |
Balance at Dec. 31, 2018 | $ (77,874) | $ 33,672 | $ 85,347 | $ (170,517) | $ (26,376) | ||||||
Balance, shares at Dec. 31, 2018 | 4,003,603 | 20,000,000 | |||||||||
Consolidation of variable interest entity | 6,079 | 6,079 | |||||||||
Foreign currency translation adjustment | 904 | 904 | |||||||||
Net income (loss) | (44,445) | (44,445) | |||||||||
Balance at Dec. 31, 2019 | (115,336) | $ 33,672 | $ 85,347 | (208,883) | (25,472) | ||||||
Balance, shares at Dec. 31, 2019 | 4,003,603 | 20,000,000 | |||||||||
Foreign currency translation adjustment | (7,165) | (7,165) | |||||||||
Net income (loss) | 6,177 | 6,177 | |||||||||
Balance at Feb. 09, 2020 | (116,324) | $ 33,672 | $ 85,347 | (202,706) | (32,637) | ||||||
Balance, shares at Feb. 09, 2020 | 4,003,603 | 20,000,000 | 1,600,000 | 58,425,000 | |||||||
Balance at Feb. 09, 2020 | 559,388 | (31,146) | $ 590,534 | ||||||||
Issuances of shares in APW Acquisition | 65,433 | $ 65,433 | |||||||||
Issuances of shares in APW Acquisition, shares | 6,014,030 | ||||||||||
Share-based compensation | 83,421 | 83,421 | |||||||||
Share-based compensation, shares | 1,386,033 | 5,400,000 | |||||||||
Foreign currency translation adjustment | 15,768 | 15,768 | |||||||||
Net income (loss) | (191,942) | (182,091) | (9,851) | ||||||||
Balance, shares at Dec. 31, 2020 | 1,600,000 | 1,386,033 | 58,425,000 | 11,414,030 | |||||||
Balance at Dec. 31, 2020 | $ 532,068 | $ (213,237) | $ 15,768 | $ 673,955 | $ 55,582 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 6,177 | $ (191,942) | $ (44,445) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Amortization and depreciation | 2,584 | 43,005 | 19,132 |
Amortization of finance lease and cell site leasehold interest liabilities discount | 213 | 1,279 | 2,097 |
Impairment - decommission of cell sites | 530 | 1,975 | 2,570 |
Realized and unrealized loss (gain) on foreign currency debt | (11,500) | 40,434 | 6,118 |
Amortization of debt discount and deferred financing costs | 280 | 192 | 2,920 |
Provision for bad debt expense | 26 | 323 | 761 |
Share-based compensation | 83,421 | ||
Deferred income taxes | 339 | (962) | (570) |
Gain on extinguishment of debt | (1,264) | ||
Change in assets and liabilities: | |||
Trade receivables, net | (682) | (53) | (2,492) |
Prepaid expenses and other assets | 935 | (5,911) | (6,428) |
Accounts payable, accrued expenses and other long-term liabilities | (4,605) | (15,316) | 11,228 |
Rent received in advance | 2,251 | 2,282 | 2,520 |
Net cash used in operating activities | (3,452) | (42,537) | (6,589) |
Cash flows from investing activities: | |||
Cash paid in APW Acquisition, net of cash acquired | (277,065) | ||
Investments in real property interests and related intangible assets | (5,064) | (175,665) | (78,052) |
Consolidation of variable interest entity | 4,457 | ||
Advances on note receivable | (17,500) | (2,500) | |
Payments received on note receivable | 20,000 | ||
Purchases of property and equipment | (40) | (1,049) | (317) |
Net cash used in investing activities | (22,604) | (436,279) | (73,912) |
Cash flows from financing activities: | |||
Borrowings under the Facility Agreement | 160,475 | 75,480 | |
Proceeds from term loans and other debt agreements | 3,245 | 18,600 | |
Repayments of term loans and other debt | (250) | (48,065) | (19,350) |
Debt issuance costs | (3,721) | (3,031) | |
Repayments of finance lease and cell site leasehold interest liabilities | (3,149) | (12,081) | (12,601) |
Net cash provided by (used in) financing activities | (3,399) | 99,853 | 59,098 |
Net change in cash and cash equivalents and restricted cash | (29,455) | (378,963) | (21,403) |
Effect of change in foreign currency exchange rates on cash and restricted cash | (232) | 5,783 | (1,965) |
Cash and cash equivalents and restricted cash at beginning of period | 588,628 | ||
Cash and cash equivalents and restricted cash at beginning of period | 78,046 | 48,359 | 101,414 |
Cash and cash equivalents and restricted cash at end of period | 588,628 | 215,448 | |
Cash and cash equivalents and restricted cash at end of period | 48,359 | 78,046 | |
Supplemental disclosure of cash and non-cash transactions: | |||
Cash paid for interest | 4,684 | 22,574 | 28,781 |
Debt issuance costs incurred but not paid | 779 | ||
Cash paid for income taxes | $ 1,112 | $ 2,748 | $ 1,080 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts and unless otherwise disclosed) 1. Organization Radius Global Infrastructure, Inc. (together with its subsidiaries, “Radius” and/or the “Company”), formerly known as Landscape Acquisition Holdings Limited (“Landscape”) and Digital Landscape Group, Inc., is one of the largest international aggregators of rental streams underlying wireless sites through the acquisition of wireless 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 ground lease or rooftop lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower or antennae (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 or antennae, 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. The Company was incorporated with limited liability under the laws of the British Virgin Islands under the BVI Business Companies Act, 2004, as amended, on November 1, 2017. The Company was originally formed to undertake an acquisition of a target company or business. On February 10, 2020 (the “Closing Date”), the Company completed its acquisition by purchasing AP WIP Investments Holdings, LP (“AP Wireless”), a Delaware limited partnership and the direct parent of AP WIP Investments, LLC (“AP WIP Investments”), pursuant to a merger agreement entered into on November 19, 2019. The acquisition, together with the other transactions contemplated by the merger agreement are referred to herein as the “Transaction” and/or “APW Acquisition”. In connection with the closing of the Transaction, Landscape changed its name to Digital Landscape Group, Inc. Upon completion of the Transaction, on the Closing Date, the Company acquired a 91.8%. interest in APW OpCo LLC (“APW OpCo”), the parent of AP Wireless and the indirect parent of AP WIP Investments, for consideration of approximately $860,000 less (i) debt as of June 30, 2019 of approximately $539,000, (ii) approximately $65,000 to redeem a minority investor in the AP Wireless business, and (iii) allocable transaction expenses of approximately $10,700 plus (iv) cash as of June 30, 2019 of approximately $66,500 (subject to certain limited adjustments). The Transaction was completed through a merger of a newly created subsidiary of Landscape with and into APW OpCo, with APW OpCo surviving such merger as a majority owned subsidiary of Landscape. Following the Transaction and as noted above, the Company owned 91.8% of APW OpCo. The remaining 8.2% interest in APW OpCo is owned by certain former partners of Associated Partners, L.P. (“Associated Partners”), the selling party in the Transaction. Such partners of Associated Partners were members of APW OpCo immediately prior to the Closing Date and elected to roll over their investment in AP Wireless in connection with the APW Acquisition (the “Continuing OpCo Members”). As a result, the AP Wireless business is 100% owned by the Company and the Continuing OpCo Members. In connection with the APW Acquisition, the Company entered into a subscription agreement, dated as of November 20, 2019 and amended and supplemented as of February 7, 2020 (the “Centerbridge Subscription Agreement”), with Centerbridge Partners Real Estate Fund, L.P., Centerbridge Partners Real Estate Fund SBS, L.P. and Centerbridge Special Credit Partners III, L.P. (collectively, the “Centerbridge Entities”). Pursuant to the Centerbridge Subscription Agreement, the Centerbridge Entities subscribed for $100,000 of Ordinary Shares at a price of $10.00 per share (the “Centerbridge Subscription”) in connection with, and contingent upon the consummation of, the APW Acquisition. The cash proceeds from the Centerbridge Subscription are available for general corporate purposes, including the acquisition of real property interests and revenue streams critical for wireless communications. On October 2, 2020, the Company effected a discontinuance under Section 184 of the BVI Business Companies Act, 2004, as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, pursuant to which the Company’s jurisdiction of incorporation was changed from the British Virgin Islands to the State of Delaware (the “Domestication”). Effective upon the Domestication, the Company was renamed “Radius Global Infrastructure, Inc.” On October 2, 2020, in connection with the Domestication, the Company delisted its ordinary shares (the “Ordinary Shares”) and warrants (the “Warrants”) from trading on the London Stock Exchange (the “LSE”) and on October 5, 2020 began trading its shares of Class A common stock (the “Class A Common Shares” or “Class A Shares”) on the Nasdaq Global Market under the symbol “RADI”. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 Unless the context otherwise requires, the “Company”, refers, for periods prior to the completion of the Transaction, to AP WIP Investments, and its subsidiaries and, for periods after the completion of the Transaction, to Radius Global Infrastructure, Inc. and its subsidiaries, including AP WIP Investments and its subsidiaries. As a result of the Transaction, for accounting purposes, the Company is the acquirer and AP WIP Investments is the acquiree and accounting Predecessor to Radius, as Landscape had no operations prior to the Transaction. Accordingly, the financial statement presentation includes the financial statements of AP WIP Investments as “Predecessor” for periods prior to the Closing Date and Radius as “Successor” for periods after the Closing Date, including the consolidation of AP WIP Investments and its subsidiaries. The Transaction was accounted for as a business combination under the scope of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”). The accompanying 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. For the Successor period from February 10, 2020 through December 31, 2020, Radius consolidated the financial position and results of operations of AP WIP Investments and its subsidiaries. For the Predecessor periods, the consolidated financial statements include the accounts of AP WIP Investments and its subsidiaries, as well as a variable interest entity (“VIE”). Use of Estimates The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash includes cash on hand and demand deposits. The Company maintains its deposits at high-quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Gains and losses on highly liquid investments classified as cash equivalents are reported in other income in the consolidated statements of operations. Restricted Cash The Company is required to maintain cash collateral at certain financial institutions. Additionally, amounts that are required to be held in an escrow account, which, subject to certain conditions, are available to the Company under the loan agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the consolidated statements of cash flows is as follows: Successor Predecessor December 31, 2020 February 9, 2020 December 31, 2019 Cash and cash equivalents $ 99,896 $ 33,333 $ 62,892 Restricted cash 1,614 2,642 1,140 Restricted cash, long term 113,938 12,384 14,014 Total cash and cash equivalents and restricted cash $ 215,448 $ 48,359 $ 78,046 Fair Value Measurements The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and rent received in advance approximate fair value due to their short‑term nature. As of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), the carrying amounts of the Company’s debt and lease and other leasehold interest liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Trade Receivables, Net Trade receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the tenants’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations. The balances of and changes in the allowance for doubtful accounts are as follows: Successor Predecessor Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to February 9, 2020 Year ended December 31, 2019 Beginning balance $ 509 $ 491 $ — Allowance for doubtful accounts 323 26 761 Write-offs, net (17 ) — — Foreign currency translation 22 (8 ) (270 ) Ending balance $ 837 $ 509 $ 491 Real Property Interests The Company’s core business is to contract for the purchase of leasehold interests either through an up-front payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets at cell sites. Real property interests include costs recorded under leasehold interest arrangements either as intangible assets or right-of-use assets, depending on whether or not the arrangement is determined to be a lease at the inception of the agreement under ASC Topic 842, Leases On January 1, 2019, the Predecessor adopted the guidance in ASC 842 using the modified retrospective method applied to lease arrangements that were in place on the transition date. The Predecessor elected certain available practical expedients which permit the adopter to not reassess certain items upon adoption, including: (i) whether any existing contracts are or contain leases, (ii) the classification of existing leases, (iii) initial direct costs for existing leases and (iv) short-term leases, which permits an adopter to not apply the lease standard to leases with a remaining maturity of one year or less and applied the new lease accounting standard to all leases, including short-term leases. The Predecessor also elected the practical expedient related to easements, which permits carryforward accounting treatment for land easements (included in cell site leasehold interests in the consolidated balance sheets) on existing agreements. Under ASC 842, the Company determines if an arrangement, including leasehold interest arrangements, is a lease at the inception of the agreement. The Company considers an arrangement to be a lease if it conveys the right to control the use of the asset for a specific period of time in exchange for consideration. ASC 842 requires the Company to recognize a right-of-use asset and a lease liability arising from a lease arrangement, which also must be classified as either a financing or an operating lease. This classification determines whether the lease expense associated with future lease payments is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For each arrangement determined to be a lease, the Company records a lease liability at the present value of the arrangement’s remaining contractually-required payments and a right-of-use asset in the same amount plus any upfront payments made under the arrangement and any initial direct costs. Each leasing arrangement is classified as either a finance or operating lease. 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, which is estimated to be twenty-five years. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the cell site’s estimated economic life. Operating Leases Rights and obligations are primarily related to operating leases for office space. At lease commencement, the Company records a liability and a corresponding right-of-use asset for each operating lease, measured at the present value of the unpaid lease payments, plus any initial direct costs incurred and less any lease incentives received. Leases with an initial term of twelve months or less are not recorded in the consolidated balance sheet. The Company records lease expense for operating leases on a straight-line basis over the lease term. Property and Equipment Property and equipment, which primarily consists of computer hardware and software, office furniture and tenant improvements, are stated at cost, less accumulated depreciation. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is recognized using the straight‑line method in amounts considered to be sufficient to allocate the cost of the assets to operations over their estimated useful lives, which generally range from two to three years. Depreciation expense was $388 for the period from February 10 to December 31, 2020 (Successor), $44 for the period from January 1 to February 9, 2020 (Predecessor), and $373 for the year ended December 31, 2019 (Predecessor). As of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), accumulated depreciation was $1,810 and $1,423, respectively. Long-Lived Assets, Including Definite-Lived Intangible Assets The Company’s primary long-lived assets include real property interests and intangible assets. Intangible assets recorded for in-place tenant leases are stated at cost less accumulated amortization and are amortized on a straight-line basis over the remaining cell site lease term with the in-place tenant, including lease renewal periods. The carrying amount of any long-lived asset group is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company reviewed the portfolio of real property interests and intangible assets for impairment, in which the Company identified cell sites for which impairment charges were recorded in Impairment – decommission of cell sites in the consolidated statements of operations. Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost in a transaction accounted for as a business combination in accordance with ASC 805. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. The Company is organized in one reporting unit and evaluates the goodwill for the Company as a whole. Goodwill is assessed for impairment on an annual basis as of November 30th of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Under the authoritative guidance issued by the FASB, the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare the fair value of the reporting unit with its carrying amount. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. There was no impairment of goodwill for the period from February 10, 2020 to December 31, 2020 (Successor). Revenue Recognition The Company receives rental payments from in‑place tenants of wireless communication sites under operating lease agreements. Revenue is recorded as earned over the period in which the lessee is given control over the use of the wireless communication sites and recorded over the term of the lease, not including renewal terms, since the operating lease arrangements are cancellable by the tenant. Rent received in advance is recorded when the Company receives advance rental payments from the in‑place tenants. Contractually owed lease prepayments are typically paid one month to one year in advance. At December 31, 2020 (Successor) and December 31, 2019 (Predecessor), the Company’s rent received in advance was $19,587 and $13,856, respectively. Income Taxes Income taxes are accounted for under the asset and liability method. 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 tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 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. The need to establish valuation allowances for deferred tax assets is assessed quarterly. In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company considers all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and tax planning alternatives. A history of cumulative losses is a significant piece of negative evidence used in the assessment. If a history of cumulative losses is incurred for a tax jurisdiction, forecasts of future profitability are not used as positive evidence related to the realization of the deferred tax assets in the assessment. For periods after the consummation of the Transaction, the Company is subject to U.S. federal and state income taxes. Additionally, AP WIP Investments files income tax returns in the various state and foreign jurisdictions in which it operates. AP WIP Investments’ tax returns are subject to tax examinations by foreign tax authorities until the expiration of the respective statutes of limitation. AP WIP Investments currently has no tax years under examination. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits and penalties as a component of income tax expense in the accompanying consolidated statements of operations. Share-based compensation The Company expenses share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of 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. An offsetting increase to stockholders’ equity is recognized equal to the amount of the compensation expense charge. The Company recognizes forfeitures as they occur as a reduction of share-based compensation expense in the consolidated statement of operations. Warrants The Company has warrants that were issued with its Ordinary Shares and Series A Founder Preferred Shares that were determined to be equity classified in accordance with ASC Topic 815, Derivatives and Hedging Compensation – Stock Compensation Basic and Diluted Earnings per Common Share Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Founder Preferred Shares are participating securities as the Series A Founder Preferred Shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Company uses the two-class method of computing earnings per share, for common shares and Series A Founder Preferred Shares according to participation rights in undistributed earnings. Under this method, net income applicable to holders of common shares is allocated on a pro rata basis to the holders of common shares and Series A Founder Preferred Shares to the extent that each class may share in the Company’s income for the period; whereas undistributed net loss is allocated only to common shares because Series A Founder Preferred Shares are not contractually obligated to share in the Company’s losses. Diluted earnings per common share reflects the potential dilution that would occur if securities were exercised or converted into common shares. The Company’s dilutive securities include Series A Founder Preferred Shares, warrants, stock options, and restricted shares. To calculate the number of shares for diluted earnings per common share, the effect of the participating preferred shares is computed using the as-if-converted method, and effects of the warrants, stock options, LTIP Units (as defined in Note 13) and restricted shares are computed using the treasury stock method. 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 are the same for periods with a net loss attributable to common shareholders of Radius. Because the Company’s shares of Class B common stock (the “Class B Shares”) and shares of preferred stock, designated as Series B Founder Preferred Stock (the “Series B Founder Preferred Shares”) do not confer upon the holder a right to receive distributions, neither share class is included in the Company’s computation of basic or diluted earnings (loss) per common share. Segment Reporting The Company operates in one reportable segment which focuses on leasing cell sites to companies that own and operate cellular communication towers and other infrastructure. The Company’s business offerings have similar economic and other characteristics, including the types of customers, distribution methods and regulatory environment. The chief operating decision maker of the Company reviews investment specific data to make resource allocation decisions and assesses performance by review of profit and loss information on a consolidated basis. The consolidated financial statements reflect the financial results of the Company’s one reportable segment. Foreign Currency The Company’s reporting currency is the U.S. dollar. Typically, the functional currency of each of the Company’s foreign operating subsidiaries is the respective local currency. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the FASB issued guidance that modifies how entities measure credit losses on most financial instruments. The new guidance replaces the current "incurred loss" model with an "expected credit loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. Effective January 1, 2020, the Company adopted the new guidance and the Company noted that operating lease receivables are not within the scope of this guidance. As such, there was no cumulative-effect adjustment to the consolidated balance sheet as of the effective date. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments In April 2020, the FASB issued a question-and-answer document (the “ Lease Modification Q&A ”) focused on the application of lease accounting guidance to lease concessions, provided as a result of the COVID-19 pandemic. Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a concession was (i) the result of a new lease agreement and as such treated within the lease modification accounting framework or (ii) under the enforceable rights and obligations within the existing lease agreement and, as such, precluded from applying the lease modification accounting framework . For lease concessions related to the effects of the COVID-19 pandemic, the Lease Modification Q&A allows that an entity can elect not to apply the lease modification framework in ASC 842 to the related arrangements and, therefore will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract, provided that the election is applied consistently to leases with similar characteristics and circumstances. The Company adopted the guidance in the Lease Modification Q&A, which had no material impact on its consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On February 10, 2020, the Company completed the APW Acquisition, acquiring AP Wireless in a business combination. The acquisition was completed through a merger of a newly created Landscape subsidiary with and into APW OpCo, with APW OpCo surviving the merger as a majority-owned subsidiary of Landscape. Following completion of the Transaction on the Closing Date, Radius owned 91.8% of APW OpCo, and the Continuing OpCo Members owned the remaining 8.2%. The APW Acquisition was accounted for as a business combination using the acquisition method with Radius as the accounting acquirer in accordance with ASC 805. The interest in APW OpCo not owned by the Company was recognized as a noncontrolling interest in the consolidated financial statements. The aggregate acquisition consideration transferred in the APW Acquisition was $390,857, which consisted of cash consideration of $325,424 and equity consideration of $65,433. The cash component of the consideration was funded through the liquidation of cash equivalents owned by Landscape. The equity component of the consideration represented the fair value of the limited liability company units in APW OpCo issued to the Continuing OpCo Members, and includes units designated as “Class B Common Units” pursuant to the APW OpCo LLC Agreement (the “Class B Common Units”), the units designated as “Series A Rollover Profits Units” pursuant to the APW OpCo LLC Agreement (the “Series A Rollover Profits Units”) and the units designated as “Series B Rollover Profits Units” pursuant to the APW OpCo LLC Agreement (the “Series B Rollover Profits Units”) (collectively, the “Consideration Units”). The Company determined that the components of the Consideration Units were not freestanding instruments and the economic characteristics of the embedded features of the Consideration Units were considered clearly and closely related to the equity-like host of the Consideration Units, as the value of the embedded features fluctuate with the price of the underlying equity in the Consideration Units. Accordingly, the Consideration Units represented and were then accounted for as a single, hybrid financial instrument, classified as permanent equity and presented as noncontrolling interests in the consolidated balance sheet of the Company. The estimated fair value of the Consideration Units was calculated using a Monte Carlo simulation model, which used the following weighted-average assumptions: 21.1% expected volatility, a risk-free interest rate of 1.5%, estimated term of 9.2 years and a fair value of the Ordinary Shares of $10.00. The Company recorded an allocation of the acquisition consideration to the acquiree’s identified tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the Closing Date. The excess of the acquisition consideration over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed: Cash and restricted cash $ 48,359 Trade receivables 8,077 Prepaid expenses and other assets 34,970 Real property interests 901,290 Intangible assets 5,400 Accounts payable and other liabilities (22,654 ) Rent received in advance (15,837 ) Real property interest liabilities (33,398 ) Deferred income tax liability (45,100 ) Long-term debt (570,759 ) Net identifiable assets acquired 310,348 Goodwill 80,509 Total acquisition consideration $ 390,857 The Company allocated the purchase price for the transaction based upon the estimated fair value of net assets acquired and liabilities assumed at the date of acquisition. The fair value of the real property interests, which consisted of right-of-use assets under finance leases and cell site leasehold interests, was estimated under an income approach based upon management’s projections of monthly cash flows for the beneficial rights to the respective real property interests. With consideration given to the specified term of each real property interest arrangement, which ranged from 23 to 99 years as of the Closing Date, the monthly cash flow streams were discounted to present value using an appropriate pre-tax discount rate for the geographic region of each arrangement, with the discount rate for each region determined based on a base pre-tax discount rate for the United States with a premium to account for additional risk associated with the respective region. Discount rates used in the determination of the fair value of real property interests ranged from 8.2% to 18.5%. The identified intangible assets included the in-place tenant leases. The fair value of the in-place lease intangible assets was estimated under a replacement cost method. This approach measures the value of an asset by the cost to reconstruct or replace it with another of like utility. The in-place lease intangible asset represents the avoided cost of originating the acquired lease with the in-place tenant. Based on industry experience, the Company estimated one month as a reasonable amount of time to allot for origination of a tenant lease. Accordingly, the fair value of the in-place lease intangible asset approximated the cash flows associated with one-month’s net cash flows for each in-place tenant lease. The purchase price allocation also reflected the recognition of deferred income taxes related to the fair value of assets acquired and liabilities assumed of the AP Wireless foreign subsidiaries over their respective historical tax bases as of the Closing Date. The following unaudited pro forma combined financial information presents the Company’s results as though the Transaction had occurred at January 1, 2019. The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with GAAP (unaudited): Year Ended December 31, 2020 2019 Revenue $ 69,759 $ 55,706 Net loss $ (120,457 ) $ (82,141 ) |
Real Property Interests
Real Property Interests | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Real Property Interests | 4. Real Property Interests Real property interests, net consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 Right-of-use assets – finance leases (1) $ 244,885 $ 81,733 Cell site leasehold interests (2) 886,679 468,969 1,131,564 550,702 Less accumulated amortization: Right-of-use assets – finance leases (7,023 ) (1,235 ) Cell site leasehold interests (35,150 ) (122,307 ) Real property interests, net $ 1,089,391 $ 427,160 (1) Effective with the adoption of ASC 842, cell site leasehold interests qualifying as leases are recorded as finance leases. (2) Includes cell site leasehold interests acquired prior to the adoption of ASC 842 and fee simple interest arrangements. The Company’s real property interests primarily consist of leasehold interests, acquired either through an up‑front payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets at cell sites. The agreements that provide for the leasehold interests typically are easement agreements, which have stated terms up to 99 years and provide the Company with certain beneficial rights, but not obligations, with respect to the underlying cell site leases. The beneficial rights acquired include, principally, the right to receive the rental income related to the cell site 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 cell site lease with the in‑place tenant, which provides the Company with the right and opportunity for renewals and extensions. Although the Company has the rights under the acquired leasehold interests over the duration of the entire term, typically, the underlying tenant can terminate their lease acquired by the Company within a short time frame (30‑ to 180‑day notice) without penalty. Under certain circumstances, the Company acquires the fee simple interest ownership, rather than acquiring a leasehold interest. In the instance in which a fee simple interest in the land is acquired, the Company is also assigned the existing cell site lease with the in-place tenant. The Company often closes and funds its real property interest prepayment transactions through a third‑party intermediary. These intermediaries generally are the Company’s retained legal counsel in each jurisdiction. Funds for these transactions are typically deposited with the intermediary who releases the funds once all closing conditions are satisfied. In other circumstances, the Company deposits monies with the owners of the cell sites in advance of consummating a lease prepayment transaction, at which time all conditions are satisfied and remaining payments are made. Amounts held by others as deposits at December 31, 2020 (Successor) and December 31, 2019 (Predecessor) totaled $1,346 and $2,311, respectively, and were recorded as other long‑term assets in the Company’s consolidated balance sheets. Right-Of-Use Assets – Finance Leases and Related Liabilities Commencing with the adoption of ASC 842 on January 1, 2019, the Company determines if a real property interest arrangement is a lease at the inception of the agreement. The Company considers an arrangement to be a lease if it conveys the right to control the use of the cell site or ground space underneath a communications site for a period of time in exchange for consideration. In cases in which the Company acquires a leasehold interest, the Company is both a lessor and a lessee. The weighted-average remaining lease term for the right-of-use assets categorized as finance leases was 38.2 years and 36.7 years as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. The Company recorded finance lease expense and interest expense associated with the lease liability in the consolidated statements of operations as follows: Successor Predecessor Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to February 9, 2020 Year ended December 31, 2019 Finance lease expense $ 6,922 $ 425 $ 1,235 Interest expense – lease liability $ 518 $ 95 $ 504 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 was 2.8% and 7.9% as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. Supplemental cash flow information for the respective periods was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 134 $ 37 $ 38 Financing cash flows from finance leases $ 6,044 $ 845 $ 1,255 Finance lease liabilities arising from obtaining right-of-use assets $ 19,312 $ 1,346 $ 16,989 Cell Site Leasehold Interests and Related Liabilities For real property interests that are not accounted for under ASC 842, the Company applies the acquisition method of accounting, recording an intangible asset in cell site leasehold interests, net in the consolidated balance sheet. The recorded amount of the cell site leasehold interest represents the allocation of purchase price to the contractual cash flows acquired from the in-place tenant, as well as the right and opportunity for renewals. Under certain circumstances, the contractual payments for the acquired cell site leasehold interests are made to property owners on a noninterest-bearing basis over a specified period of time, generally ranging from two to seven years. The Company is contractually obligated to fulfill such payments. Included in cell site leasehold interest liabilities in the consolidated balance sheets, the liabilities associated with cell site leasehold interests were initially measured at the present value of the unpaid payments. For cell site leasehold interests accounted for under the acquisition method of accounting, amortization expense was $34,482 for the period from February 10 to December 31, 2020 (Successor), $2,031 for the period from January 1 to February 9, 2020 (Predecessor) and $16,930 for the year ended December 31, 2019 (Predecessor). As of December 31, 2020 (Successor), amortization expense to be recognized for each of the succeeding five years was as follows: 2021 $ 44,217 2022 44,076 2023 44,006 2024 44,006 2025 43,986 Thereafter 631,238 $ 851,529 Maturities of finance lease liabilities and cell site leasehold interest liabilities as of December 31, 2020 (Successor) were as follows: Finance Lease Cell Site Leasehold Interest 2021 $ 10,042 $ 5,820 2022 7,796 3,095 2023 7,644 8,384 2024 4,398 424 2025 2,701 234 Thereafter 3,432 347 Total lease payments 36,013 18,304 Less amounts representing future interest (2,168 ) (742 ) Total liability 33,845 17,562 Less current portion (9,920 ) (5,749 ) Non-current liability $ 23,925 $ 11,813 As of December 31, 2020 (Successor), the weighted average remaining contractual payment term for finance lease and cell site leasehold liabilities was 3.6 years. |
Tenant Lease Rental Payments
Tenant Lease Rental Payments | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Tenant Lease Rental Payments | 5. Tenant Lease Rental Payments The Company receives rental payments from in‑place tenants of wireless communication sites under operating lease agreements. Generally, the Company’s leases with the in‑place tenants provide for annual escalations and multiple renewal periods at the in‑place tenant’s option. As of December 31, 2020 (Successor), the future minimum amounts due from tenants under leases, including cancellable leases in which the tenant is economically compelled to extend the lease term, were as follows: 2021 $ 73,168 2022 60,022 2023 45,523 2024 32,968 2025 12,648 $ 224,329 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill and intangible assets at December 31, 2020 (Successor) were based on the purchase price allocation pursuant to the Transaction, which was based on a valuation performed to determine the fair value of the acquired assets as of the acquisition date. The changes in the carrying amount of goodwill for the period from February 10, 2020 to December 31, 2020 (Successor), is summarized as follows: Balance as of February 10, 2020 $ — Addition – APW Acquisition 80,509 Goodwill as of December 31, 2020 (Successor) $ 80,509 Intangible assets subject to amortization consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 In-place lease intangible asset Gross carrying amount $ 7,092 $ 5,073 Less accumulated amortization: (1,212 ) (2,225 ) Intangible assets, net $ 5,880 $ 2,848 Amortization expense was $1,163 for the period from February 10 to December 31, 2020 (Successor), $77 for the period from January 1 to February 9, 2020 (Predecessor) and $532 for the year ended December 31, 2019 (Predecessor). As of December 31, 2020 (Successor), the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: 2021 $ 1,087 2022 805 2023 671 2024 564 2025 466 Thereafter 2,287 $ 5,880 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Operating Leases | 7. Operating Leases The Company is a lessee under noncancelable lease agreements, primarily for office space, over periods ranging from one to ten years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties and equipment. Amounts included in other long-term assets in the consolidated balance sheets representing operating lease right-of-use assets as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor) totaled $4,183 and $2,097, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1,333 for the period from February 10 to December 31, 2020 (Successor), $136 for the period from January 1 to February 9, 2020 (Predecessor), and $953 for the year ended December 31, 2019 (Predecessor). Included in selling, general and administrative expenses in the consolidated statements of operations were operating lease expenses associated with right-of-use assets under operating leases of $1,535 for the period from February 10 to December 31, 2020 (Successor), $107 for the period from January 1 to February 9, 2020 (Predecessor) and $1,183 for the year ended December 31, 2019 (Predecessor). The current and noncurrent portions of operating lease liabilities are included in accounts and accrued liabilities and other long-term liabilities, respectively, in the consolidated balance sheets. Maturities of operating lease liabilities as of December 31, 2020 (Successor) were as follows: Operating Leases 2021 $ 1,529 2022 1,034 2023 784 2024 763 2025 548 Thereafter 103 Total lease payments 4,761 Less amounts representing future interest (485 ) Total liability 4,276 Less current portion (1,354 ) Non-current liability $ 2,922 The weighted-average remaining lease term for operating leases was 4.0 and 3.0 years and the weighted-average incremental borrowing rate was 5.4% and 7.1% as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 Interest payable $ 4,887 $ 3,807 Accrued liabilities 4,799 3,279 Taxes payable 7,799 6,319 Payroll and related withholdings 7,043 4,510 Accounts payable 718 1,658 Professional fees accrued 3,234 1,580 Current portion of operating lease liabilities 1,354 824 Other 1,020 809 Total accounts payable and accrued expenses $ 30,854 $ 22,786 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 DWIP Agreement $ 102,600 $ 102,600 Facility Agreement 547,677 359,764 DWIP II Loan — 49,250 Subscription Agreement 85,112 76,567 Other debt 2,960 Less: unamortized debt discount and financing fees (9,876 ) (15,250 ) Debt, carrying amount $ 728,473 $ 572,931 DWIP Loan Agreement In 2014, a subsidiary of the Company, AP WIP Holdings, LLC (“DWIP”), borrowed $115 million under a loan agreement (“DWIP Agreement”), pursuant to which DWIP is the sole borrower and the lending syndicate is a collection of lenders managed by a related party to the administrative agent. AP Service Company, LLC (the “Servicer”), a wholly owned subsidiary of the Company, is the Servicer under the DWIP Agreement. An unrelated party to DWIP was named as backup servicer in the event of a default of the Servicer as defined in the DWIP Agreement. The DWIP Agreement requires an annual rating be performed by a rating agency. In 2016, DWIP repaid $12,400 of the loan balance. On October 16, 2018, DWIP signed an amendment that extended the maturity from August 10, 2019, to October 16, 2023, at which time all outstanding principal balances shall be repaid. The amendment allows that principal balances may be prepaid in whole on any date, provided that a prepayment premium equal to 3.0% of the prepayment loan amount shall apply if the payment occurs on or prior to 24 months after October 16, 2018, to 2.0% of the prepayment loan amount shall apply if the payment occurs on or prior to 36 months after October 16, 2018 but after 24 months after October 16, 2018, 1.0% of the prepayment loan amount shall apply if the payment occurs on or prior to 60 months after October 16, 2018 but after 36 months after October 16, 2018, and 0% of the prepayment loan amount shall apply if the payment occurs after 60 months after October 16, 2018. Additionally, the amendment also adjusted the interest rate from 4.50% to 4.25%. Interest and fees due under the DWIP Agreement are payable monthly through the application of funds secured in a bank account controlled by the collateral agent (the collection account). The collateral agent sweeps customer collections from DWIP’s lockbox account each month. After receipt of a monthly report prepared by the Servicer detailing loan activity, borrowing compliance, customer collections, and general reserve account required balances, the collateral agent disburses funds monthly for interest, fees, deposits to the reserve account (if required), mandatory prepayments (if required), and remaining amounts from the prior months’ collections to DWIP. As of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), $100,000 has been advanced to DWIP under the DWIP Agreement and DWIP’s escrow account balance and the related liability associated with this balance was $2,600 as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor). The escrow and collection account balances are included in the carrying amount of restricted cash in the consolidated balance sheets. DWIP is subject to restrictive covenants relating to, among others, future indebtedness and transfer of control of DWIP, and DWIP must also meet a financial ratio relating to interest coverage (as defined in the DWIP Agreement). For the periods presented, DWIP was in compliance with all covenants associated with the DWIP Agreement. Facility Agreement (up to £1,000,000) In October 2017, a subsidiary of the Company, AP WIP International Holdings, LLC (“IWIP”), entered into a facility agreement (the “Facility Agreement”) for up to £1,000,000 with AP WIP Investments, LLC, as guarantor, Telecom Credit Infrastructure Designated Activity Company ("TCI DAC"), as original lender, Goldman Sachs Lending Partners LLC, as agent, and GLAS Trust Corporation Limited, as security agent. TCI DAC is an Irish Section 110 Designated Activity Company. The Facility Agreement is an uncommitted, £1,000,000 note issuance program with an initial 10-year term and was created as a special purpose vehicle with the objective of issuing notes from time to time. The notes may be issued in U.S. Dollars, Pound Sterling, Euros, Australian Dollar, and Canadian Dollar. No rating of the loans is required. Under the terms of the Facility Agreement, IWIP is the sole borrower and the finance parties include a lender, an agent and certain other financial institutions. AP WIP Investments, which controls IWIP, is a guarantor of the loan and the loan is secured by the direct equity interests in IWIP. The loan is also secured by a debt service reserve account and escrow cash account of IWIP, which are included in restricted cash in the consolidated balance sheets, as well as direct equity interests and bank accounts of certain of IWIP’s asset owning subsidiaries. The Servicer, a subsidiary of the Company, is the Servicer under the Facility Agreement. The loan is senior in right of payment to all other debt of IWIP. The Facility Agreement provides for funding up to £1 billion (uncommitted) consisting of tranches in Euros (“Series 1-A Tranche”) and tranches in Pound Sterling (“Series 1-B Tranche”), with additional tranches available in Canadian, Australian and U.S. dollars. In October 2017, $266,200 of the amount available under the Facility Agreement was funded, comprising individual loans of €115,000 and £100,000. At closing of the Facility Agreement, $5,000 was funded to and is required to be held in an escrow account. During November 2018, an additional $98,400 of the amount available under the Facility Agreement was funded, consisting of loans of €40,000 (“Series 2-A Tranche”) and £40,000 (“Series 2-B Tranche”). The Series 1-A Tranche and Series 1-B Tranche accrue interest at an annual rate of 4.10% and 4.61%, respectively. The Series 2-A Tranche and Series 2-B Tranche accrue interest at an annual rate of 3.44% and 4.29%, respectively. Each tranche may include sub-tranches which may have a different interest rate than the other loans under the initial tranche. All tranches will have otherwise identical terms. For any floating interest rate portion of any tranche (or sub tranche), the interest rate is as reported and delivered to IWIP five days prior to a quarter end date. Coupons do not reflect certain related administration or servicing costs from third parties. The Series 1-A Tranche, Series 1-B Tranche, the Series 2-A Tranche and the Series 2-B Tranche loans mature on October 30, 2027, at which time all outstanding principal balances shall be repaid. 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). On August 27, 2020, additional borrowings under the Facility Agreement were made, consisting of €75,000 (“Series 3-A Tranche”) and £55,000 (“Series 3-B Tranche”) and resulting in an increase in the outstanding debt thereunder of $160,475. In connection with these borrowings, the Facility Agreement was amended, among other things, to extend the termination date of the Facility Agreement from October 30, 2027 to such latest date of any outstanding loan under the Facility Agreement. As a result, the maturity dates for the Series 3-A Tranche and the Series 3-B Tranche were set at August 26, 2030. The amendment to the definition of termination date in the Facility Agreement does not impact the maturity dates of the Series 1-A Tranche, Series 1-B Tranche, the Series 2-A Tranche or the Series 2-B Tranche. The Series 3-A Tranche and Series 3-B Tranche accrue interest at an annual rate of 2.97% and 3.74%, respectively. IWIP is subject to certain financial condition and testing covenants (such as interest coverage, leverage and equity requirements and limits) as well as restrictive covenants relating to, among others, future indebtedness and liens and other material activities of IWIP and its subsidiaries. For the periods presented, IWIP was in compliance with all covenants associated with the Facility Agreement. DWIP II Loan Agreement In 2015, AP WIP Domestic Investment II, LLC (“DWIP II”), a wholly owned subsidiary of AP WIP Investments, entered into a Secured Loan and Security Agreement (the “Mezzanine Loan Agreement”), which was later amended and restated (the “A&R Mezzanine Loan Agreement”). In April 2020, APW OpCo acquired all of the rights to the loans and obligations under the A&R Mezzanine Loan Agreement from the lenders thereunder for $47,775, thereby settling this obligation. As of the settlement date, the carrying amount of the outstanding debt was $49,039. Accordingly, a gain on the extinguishment of the obligation under the A&R Mezzanine Loan Agreement of $1,264 was recognized in the consolidated statement of operations. Subscription Agreement (up to £250,000) On November 6, 2019, AP WIP Investments Borrower, LLC, a subsidiary of AP WIP Investments (“AP WIP Investments Borrower”) and a Delaware limited liability company, which was created on September 25, 2019, entered into a subscription agreement to borrow funds for working capital and other corporate purposes. Under the terms of the Subscription Agreement, AP WIP Investments Borrower is the sole borrower and AP WIP Investments is the guarantor of the loan and the loan is secured by AP Wireless’ direct equity interests in AP WIP Investments. The loan is senior in right of payment to all other debt of AP WIP Investments Borrower. There is no cross default or cross acceleration to senior secured debt other than if there is an acceleration under the senior debt in relation to certain events as per documentation such as the breach by the guarantor in certain cases. The Subscription Agreement provides for funding up to £250,000 in the form of nine-year term loans consisting of three tranches available in Euros, Pound Sterling and U.S. dollars. On November 8, 2019, $75,480 of the amount available under the Subscription Agreement was funded. This amount was comprised of €68,000 in the form of Class A Tranche. At closing of the Subscription Agreement, $3,000 was funded to and is required to be held in a debt service reserve account. The initial Euro Class A Tranche balance outstanding under the Facility Agreement accrues interest at a fixed annual rate equal to 4.25%, which is payable quarterly on the 20 th AP WIP Investments Borrower is subject to 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 AP WIP Investments Borrower and its affiliates. AP WIP Investments Borrower was in compliance with all covenants associated with the Subscription Agreement for the period that borrowings were outstanding during the year ended December 31, 2020. In February 2021, a new tranche of debt was issued under the Subscription Agreement. The Company added approximately $94 million of USD equivalents (€77 million) of new interest-only secured notes under the existing debt facility. The notes mature on November 8, 2028, with a blended current cash interest rate of 3.9% plus 1.75% payment-in-kind interest. The cash pay interest rates consist of both fixed and floating rates. Debt Discount and Financing Costs In connection with the amendments made to the Facility Agreement on August 27, 2020 and the additional borrowings made thereunder, deferred financing fees were incurred, totaling $3,721. Amortization of debt discount and deferred financing costs, included in interest expense, net on the consolidated statements of operations, was $192 for the period from February 10 to December 31, 2020 (Successor), $281 for the period from January 1 to February 9, 2020 (Predecessor) and $2,920 for the year ended December 31, 2019 (Predecessor). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income tax expense consisted of the following: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Current: Foreign $ 3,787 $ 424 $ 3,039 Federal — — — Deferred: Foreign (962 ) 343 (571 ) Federal — — — Income tax expense $ 2,825 $ 767 $ 2,468 Income (loss) before income tax expense by geographic area was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Domestic $ (176,706 ) $ 8,019 $ (30,067 ) Foreign (12,411 ) (1,075 ) (11,910 ) Income (loss) before income tax expense $ (189,117 ) $ 6,944 $ (41,977 ) A reconciliation of the income tax expense computed at statutory rates was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Statutory tax rate 21 % 21 % 21 % Income (loss) before income taxes $ (189,117 ) $ 6,944 $ (41,977 ) Expected income tax expense (benefit) (39,715 ) 1,458 (8,815 ) Increase (decrease) income tax expense resulting from: Foreign earnings subject to different tax rates (1,025 ) (98 ) 703 Valuation allowance 22,549 739 712 Share-based compensation 14,668 — — Non-taxable earnings 1,789 (1,581 ) 7,317 Uncertain tax position 592 — 319 Non-deductible expenses 3,053 249 2,232 Tax law change 2,414 — — State taxes (1,205 ) — — Other (295 ) — — Income tax expense $ 2,825 $ 767 $ 2,468 The significant components of deferred income tax assets and liabilities were as follows: Successor Predecessor December 31, 2020 December 31, 2019 Deferred income tax assets: Operating losses carried forward $ 24,140 $ 14,063 Amortization — 5,371 Depreciation 627 522 Investment in partnership 11,770 — Other 214 12 Deferred income tax assets 36,751 19,968 Valuation allowance (27,105 ) (18,977 ) Deferred income tax assets, net of valuation allowance 9,646 991 Deferred income tax liabilities: Amortization (65,610 ) — Deferred income tax liabilities (65,610 ) — Net deferred income tax asset (liability) $ (55,964 ) $ 991 As of December 31, 2020, the Company had federal net operating loss carryforwards of $43,365, which can be carried forward indefinitely, and foreign tax loss carryforwards of $58,170, of which $31,754 can be carried forward indefinitely, $333 will expire in 2021 and the remainder is scheduled to expire between 2022 and 2040. T he Company and the Predecessor recorded a valuation allowance against its net deferred tax assets as of December 31, 2020 and 2019 of $27,105 and $18,977, respectively. As of December 31, 2020, the valuation allowance was primarily attributable to U.S. and certain foreign jurisdictions. The valuation allowance balances at these locations were associated mainly with net operating losses, but in some cases relate to other additional deferred tax assets in the jurisdiction. The Company has determined that it is more likely than not that these assets will not be fully realized due to historical net operating losses incurred. The increase in the valuation allowance was due primarily to the generation of net operating loss carryforwards during the year. As of December 31, 2020, the Company intends to indefinitely reinvest all cumulative undistributed earnings of foreign subsidiaries, and as such no U.S. federal or state income or foreign withholding taxes have been recorded. It is not practicable to determine the amount of the unrecognized deferred tax liability related to any undistributed foreign earnings. A reconciliation of the activity related to unrecognized income tax benefits follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Beginning balance $ 3,879 $ 3,879 $ 3,560 Increases related to prior-year tax positions 1,946 — — Increases related to current-year tax positions — — 319 Ending balance $ 5,825 $ 3,879 $ 3,879 As of December 31, 2020 and 2019, the Company and the Predecessor recorded liabilities for unrecognized income tax benefits of $5,825 and $3,879, respectively, all of which would impact the effective rate, if recognized. Changes in the Company’s unrecognized income tax benefit obligation within the next twelve months are expected to result in a reduction in this liability of approximately $391, as certain tax positions are expected to be effectively settled with the applicable taxing jurisdiction during this period. From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. As of December 31, 2020, the Company was not subject to an income tax examination in the U.S. or in any foreign jurisdiction, though tax years beginning with 2015 remained open and subject to examination by foreign taxing jurisdictions. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entity | 11. Variable Interest Entity Prior to October 16, 2019, AP WIP Investments determined that it had one VIE, AP Wireless Infrastructure Partners, LLC (“AP Infrastructure”), for which AP WIP Investments was the primary beneficiary. AP Infrastructure is headquartered in San Diego, California and was formed in 2010 in order to provide employees and other administrative services. All of AP Infrastructure’s revenue since inception has been attributed to services performed for AP WIP Investments. On October 16, 2019, Associated Partners, contributed 100% of the limited liability company interests in the Servicer, the parent of AP Infrastructure, to AP Wireless. The contribution agreement led management to reconsider the Servicer’s VIE status. Management determined AP WIP Investments to be the primary beneficiary of the Servicer because AP WIP Investments determined that, through AP Wireless, it had the power to direct all of the activities of the Servicer. As AP WIP Investments was the primary beneficiary of the VIE, AP WIP Investments recorded $6,856 of assets and $1,865 in liabilities in the consolidated balance sheet at December 31, 2019 (Predecessor). The assets recognized primarily consisted of cash of $5,891 and fixed assets, net of $457 at December 31, 2019 (Predecessor). As of December 31, 2019 (Predecessor), the liabilities recognized consisted primarily of bonuses payable of $925. All intercompany revenue, payables, and receivables between AP WIP Investments and the Servicer were eliminated upon consolidation. In conjunction with the acquisition of APW OpCo, the Company (Successor) does not have a variable interest in the entities noted above. The assets, liabilities, income and expense of the entities noted above are included the Company’s consolidated financial statements (Successor) for the periods subsequent to the Transaction. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Founder Preferred Shares The “Founder Preferred Shares” consist of Series A Founder Preferred Shares and Series B Founder Preferred Shares. Series A Founder Preferred Shares In connection with Landscape raising approximately $500.0 million before expenses through its initial placement of Ordinary Shares and Warrants in November 2017, the Company issued a total of 1,600,000 Series A Founder Preferred Shares, no par value to certain founders of Landscape. Each holder of Series A Founder Preferred Shares is entitled to a number of votes equal to the number of Class A Shares into which each Series A Founder Preferred Share could then be converted, on all matters on which stockholders are generally entitled to vote. There is no restriction on the repurchase or redemption by the Company of the Series A Founder Preferred Shares. In addition to providing long-term capital, the Series A Founder Preferred Shares were issued to have the effect of incentivizing the holders to achieve the Company’s objectives. As described below, they are structured to provide a return based on the future appreciation of the market value of the Class A Shares. Upon the closing of the Transaction and if the average price per Class A Share for any ten consecutive trading days is at least $11.50, a holder of Series A Founder Preferred Shares will be entitled to receive, when, as and if declared by the Company’s Board of Directors (the “Board”), and payable in preference and priority to the declaration or payment of any dividends on the Class A Shares or any other junior stock, a cumulative annual dividend. Such dividend will be payable in Class A Shares or cash, in the sole discretion of the Board. In the first year in which such dividend becomes payable, such dividend will be equal in value to (i) 20% of the increase in the market value of one Class A Share, being the difference between $10.00 and the average price, multiplied by (ii) such number of outstanding Class A Shares immediately following the Transaction (“Preferred Share Dividend Equivalent”). Thereafter, the dividend will become payable only if the average price during any subsequent year is greater than the highest average price in any preceding year in which a dividend was paid in respect of the Series A Founder Preferred Shares. Such dividend will be equal in value to 20% of the increase in the average price over the highest average price in any preceding year multiplied by the Preferred Share Dividend Equivalent. In addition, the Series A Founder Preferred Shares will also participate in any dividends on the Class A Shares on an as-converted to Class A Shares basis. In addition, commencing on and after the closing of the Transaction, where the Company pays a dividend on its Class A Shares, the Series A Founder Preferred Shares will also receive an amount equal to 20% of the dividend which would be distributable on such number of Class A Shares equal to the Preferred Share Dividend Equivalent. All such dividends on the Series A Founder Preferred Shares will be paid contemporaneously with the dividends on the Class A Shares. On the last day of the seventh full financial year of the Company after the closing of the Transaction, the Series A Founder Preferred Shares will automatically convert into Class A Shares on a one-for-one basis. Prior to the automatic conversion, a holder of Series A Founder Preferred Shares may require some or all of such holder’s Series A Founder Preferred Shares to be converted into an equal number of Class A Shares, as adjusted. Also, in connection with the Transaction, the holders of Series A Founder Preferred entered into a shareholder agreement (as defined below), pursuant to which they agreed, among other things, not to make or solicit any transfer of their Series A Founder Preferred Shares prior to December 31, 2027, subject to certain exceptions. In accordance with ASC 718, the annual dividend amount, based on the market price of the Ordinary Shares, resulted in the dividend feature to be deemed compensatory to the Landscape founders receiving the shares and classified as a market condition award settled in shares. As the right to the annual dividend amount was triggered only upon an acquisition event, which was not considered probable until an acquisition had been consummated, the fair value of the annual dividend amount measured on the date of issuance of the Founder Preferred Shares was then recognized upon the consummation of the Transaction. The fair value of the Series A Founder Preferred Shares, $85.5 million, was measured as of its issuance date using a Monte Carlo method which took into consideration different stock price paths. Of the $85.5 million fair value of the Series A Founder Preferred Shares, approximately $69.5 million was attributed to the fair value of the annual dividend amount, which represented the excess of the fair value of the Series A Founder Preferred Shares over the price paid by the founders for these shares and was recorded as share-based compensation expense in the accompanying consolidated statement of operations in the Successor period. The following assumptions were used when calculating the issuance date fair value: Number of securities issued 1,600,000 Ordinary Share price upon initial public offering $ 10.00 Founder Preferred Share price $ 10.00 Probability of winding-up 16.7 % Probability of an acquisition 83.3 % Time to an acquisition 1.5 years Volatility (post-acquisition) 38.68 % Risk free interest rate 2.26 % On February 1, 2021, the Board declared a stock dividend payment of 2,474,421 Class A Shares that was paid on February 4, 2021 to the sole holder of record of all the issued and outstanding shares of Series A Founder Preferred Stock as of the close of business on February 1, 2021. Pursuant to the terms of the Series A Founder Preferred Stock, the holders became entitled to receive an annual dividend upon the Board’s declaration of such dividend and after the volume weighted average price of the Class A Common Stock was at or above $11.50 for ten consecutive trading days in 2020. The annual dividend amount, which totaled $31.4 million, was computed based on 20% of the increase in the market value of one Class A Share, being the difference between the average of the volume weighted average Class A share prices of the last ten trading days of 2020 and , Series B Founder Preferred Shares In connection with the Transaction, the Company issued a total of 1,386,033 Series B Founder Preferred Shares to certain executive officers and were issued in tandem with LTIP Units (see Note 13). Each holder of Series B Founder Preferred Shares is entitled to a number of votes equal to the number of Class A and Class B Shares, respectively, into which each Series B Founder Preferred Share could then be converted, on all matters on which stockholders are generally entitled to vote. The Series B Founder Preferred Shares do not confer upon the holder thereof any right to dividends or distributions at any time, including upon the Company’s liquidation. On the last day of the seventh full financial year of the Company after the Closing Date (i.e., December 31, 2027) or if any such date is not a trading day, the first trading day immediately following such date, the Series B Founder Preferred Shares will automatically convert into Class B Shares on a one-for-one basis, as adjusted. A holder of Series B Founder Preferred Shares may require some or all of his Series B Founder Preferred Shares to be converted into an equal number of Class B Shares, as adjusted. Founder Preferred Shares – Voting For so long as TOMS Acquisition II LLC and Imperial Landscape Sponsor LLC and William Berkman, their affiliates and their permitted transferees under a shareholder agreement entered into in connection with the Transaction (the “Shareholder Agreement”) in aggregate hold 20% or more of the issued and outstanding Series A Founder Preferred Shares and Series B Founder Preferred Shares, the holders of a majority in voting power of the outstanding Founder Preferred Shares, voting or consenting together as a single class, will be entitled, at any meeting of the holders of the outstanding Founder Preferred Shares held for the election of directors or by consent in lieu of a meeting of the holders of the outstanding Founder Preferred Shares, to: • elect five members of the Board of Directors (the “Founder Directors”); • remove from office, with or without cause, any Founder Director; and • fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Founder Director. Pursuant to the Shareholder Agreement, two of the Founder Directors will be appointed by holders of the Series A Founder Preferred Shares and two of the Founder Directors will be appointed by holders of the Series B Founder Preferred Shares. Class A Common Shares As of December 31, 2020, the Company had outstanding 58,425,000 Class A Common Shares, no par value comprised of (i) 48,425,000 common shares issued in connection with Landscape’s initial placement of Ordinary Shares and Warrants and (ii) 10,000,000 common shares issued pursuant to the Centerbridge Subscription Agreement. Each holder is entitled to one vote per share on all matters before the holders of Class A Shares. Holders of Class A Shares are entitled to ratably receive dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board from time to time out of assets or funds of the Company legally available. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, the holders of Class A Shares will be entitled to receive the assets and funds of the Company available for distribution to stockholders of the Company, subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred shares. Class B Shares As of December 31, 2020, the Company had outstanding 11,414,030 Class B Shares, all of which were issued to (i) the Continuing OpCo Members on the Closing Date pursuant to the Transaction and (ii) certain officers of the Company pursuant to the Company’s Long-Term Incentive Plan. Each holder is entitled to one vote per share together as a single class with Class A Shares. Class B Shares will be deemed to be non-economic interests. The holders of Class B Shares will not be entitled to receive any dividends (including cash, stock or property) in respect of their Class B Shares. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, the holders of Class B Shares will not be entitled to receive any assets or funds of the Company available for distribution to stockholders of the Company, subject to applicable law and the rights, if any, of the holders of any outstanding series of Founder Preferred Shares (or other series or class of preferred shares of the Company that may be outstanding at such time). Class B Shares are not convertible or exchangeable for any other class of series of shares of the Company. Warrants In connection with Landscape’s initial placement of Ordinary Shares, the Company issued 50,025,000 warrants to the purchasers of both Ordinary Shares and Founder Preferred Shares (including the 25,000 warrants that were issued to non-founder directors of Landscape for their fees). Each warrant has a term of 3 years following the Transaction and now entitles a holder of a Warrant to purchase one-third of a Class A Share upon exercise. Warrants are exercisable in multiples of three for one Class A share at a price of $11.50 per whole Class A Share. The Warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price of a Class A Share exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the Warrant). The Company considers the mandatory redemption provision of the Warrant to be a cancellation of the instrument given the nominal value to be paid out upon redemption. Noncontrolling Interest Noncontrolling interests consist of limited liability company units of APW OpCo not owned by Radius and includes the following units issued by APW OpCo and further described below: Class B Common Units, Series A Rollover Profits Units and Series B Rollover Profits Units. As of December 31, 2020, the portion of APW OpCo not owned by Radius was 8.2%, representing the noncontrolling interest. Class B Common Units As of December 31, 2020, 5,389,030 Class B Common Units were outstanding. The Class B Common Units are held in tandem with Class B Shares. Beginning 180 days after the Closing Date, a member of APW OpCo may redeem the Class B Common Units for cash or Class A Shares, at the option of the Company, subject to certain terms and conditions, including the surrender (for no consideration) by the redeeming holder of the Class B Shares held in tandem with the Class B Common Units being redeemed. Series A Rollover Profits Units As of December 31, 2020, 5,389,030 Series A Rollover Profits Units were outstanding. The Series A Rollover Profits Units serve to provide anti-dilution protection to Class B Common Units from dividends issued to holders of Series A Founder Preferred Shares. Concurrently with any dividend to holders of Series A Founder Preferred Share, APW OpCo is required to distribute to holders of Series A Rollover Profits Units corresponding distributions, which shall be made in either cash or Class B Common Units to the same extent as the distribution was made to the holders of the Series A Founder Preferred Shares. The Series A Rollover Profits Units are forfeited, subject to certain exceptions and limitations, upon the earlier of (i) the date of the conversion of all of the Series A Founder Preferred Shares into Class A Shares, and (ii) the date on which there are no Series A Founder Preferred Shares outstanding. Concurrently with the Company’s declaration and payment of the stock dividend to the sole holder of record of all the issued and outstanding shares of Series A Founder Preferred Stock in February 2021, a rollover distribution of 197,739 Class B Common Units was made to the holders of the Series A Rollover Profits Units. Series B Rollover Profits Units As of December 31, 2020, 625,000 Series B Rollover Profits Units were outstanding. Series B Rollover Profits Units become equitized when such holders’ capital accounts maintained for federal income tax purposes exceed a predetermined threshold. Once equitized, a Series B Rollover Profits Unit is treated for all purposes as one Class B Common Unit. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation The Company’s 2020 Equity Incentive Plan (the “Equity Plan”) is administered by the Compensation Committee of the Board (“the Compensation Committee”). Awards granted under the Equity Plan as noted herein are subject to ASC 718 . Subject to adjustment, the maximum number of shares of company stock (either Class A Shares, Class B Shares, or Series B Founder Preferred Shares) that may be issued or paid under or with respect to all awards granted under the Equity Plan is 13,500,000, in the aggregate. Generally, awards will deliver Class A Shares, Class B Shares or Series B Founder Preferred Shares. Each Class B Share available under the Equity Plan may only be granted in tandem with units designated as “Series A LTIP Units” pursuant to the APW OpCo LLC Agreement or upon conversion of the Series B Founder Preferred Shares, and each Series B Founder Preferred Share available under the Equity Plan may only be granted in tandem with units designated as “Series B LTIP Units” pursuant to the APW OpCo LLC Agreement. As of December 31, 2020, there were approximately 3,764,538 share-based awards collectively available for grant under the Equity Plan. The Equity Plan will remain in effect for ten years following February 10, 2020, unless terminated earlier by the Board, and is subject to amendments as the Compensation Committee considers appropriate, subject to the consent of participants if such changes adversely affect the participant’s outstanding rights. Shareholder approval is required to increase the permitted dilution limits and change eligibility requirements. Long-Term Incentive Plan The Company granted each executive officer of the Company an initial award (each, an “Initial Award”) of Series A LTIP Units and Series B LTIP Units (the “LTIP Units”) and, in tandem with LTIP Units an equal number of Class B Common Shares and/or Series B Founder Preferred Shares (collectively, the “Tandem Shares’), subject to the terms and conditions of the Equity Plan. 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) 1,386,033 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. The Tandem Shares are subject to the same vesting and forfeiture condition as the related LTIP Units. A summary of the Company’s LTIP Units as of December 31, 2020, and changes during the period ended February 10, 2020 to December 31, 2020 (Successor) is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at February 10, 2020 — $ — Series A LTIP Units: Granted 5,400,000 8.32 Series B LTIP Units: Granted 1,386,033 6.17 Nonvested at December 31, 2020 6,786,033 $ 7.88 The fair value of each LTIP Unit was measured as of its grant date using a Monte Carlo method which took into consideration different stock price paths and used the following assumptions: Series A LTIP Units Series B LTIP Units Expected term 7.9 years 9.9 years Expected volatility 18.4 % 19.7 % Risk-free interest rate 1.5 % 1.6 % For the period from February 10, 2020 to December 31, 2020 (Successor), the Company recognized share-based compensation expense of $11,403 for LTIP Units. As of December 31, 2020, there was $42,086 of total unrecognized compensation cost related to LTIP Units granted, which is expected to be recognized over a weighted-average period of 3.6 years. Restricted Stock The Equity Plan permits the Compensation Committee to grant restricted stock awards to eligible recipients as detailed in the Equity Plan. Restricted stock awards are subject to the conditions in the Equity Plan as well as an individual award agreement further detailing the conditions of each award. Restricted stock awards granted under the Equity Plan are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one Class A Share at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Generally, 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. A summary of the status of the Company’s restricted stock awards as of December 31, 2020, and changes during the period from February 10, 2020 to December 31, 2020 (Successor) is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at February 10, 2020 — $ — Granted 283,492 9.01 Forfeited (22,063 ) 10.00 Nonvested at December 31, 2020 261,429 $ 8.92 For the period from February 10, 2020 to December 31, 2020 (Successor), the Company recognized share-based compensation expense of $1,576 for restricted stock awards. As of December 31, 2020, there was $757 of total unrecognized compensation cost related to restricted stock awards granted as of December 31, 2020. The total cost is expected to be recognized over a weighted-average period of 1.1 years. Stock Options In November 2017, Landscape issued its non-founder directors 125,000 stock options, which have an exercise price of $11.50 per share and expire on the fifth anniversary following the Transaction. The fair value of each stock option was estimated at $2.90 on the grant date using the Black-Scholes option pricing model, which used the following assumptions: expected term – 5 years; expected volatility – 34.8%; and risk-free interest rate – 2.1%. As vesting was contingent upon the consummation of an acquisition transaction, the fair value of the awards, totaling $363, was recognized in share-based compensation expense in the Successor’s consolidated statement of operations and as an increase of additional paid-in capital upon consummation of the Transaction. During the period from February 10, 2020 to December 31, 2020, 3,014,000 stock options were granted to employees of the Company at a weighted-average exercise price of $7.67 per share. Expiring on the tenth anniversary following the grant date, each employee option award vests upon the completion of five years of service. The weighted-average fair value of the stock options granted was $1.63 on the grant date using the Black-Scholes option pricing model, which used the following weighted-average assumptions: expected term – 6.5 years; expected volatility – 19.0%; and risk-free interest rate – 0.5%. For the period from February 10, 2020 to December 31, 2020 (Successor), the Company recognized share-based compensation expense of $591 for stock options granted to employees. As of December 31, 2020, there was $3,800 of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 4.3 years. The following table summarizes the changes in the number of common shares underlying options for the period of February 10, 2020 to December 31, 2020 (Successor): Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at February 10, 2020 125,000 $ 11.50 Granted 3,014,000 7.67 Forfeited (326,000 ) 7.67 Outstanding at December 31, 2020 2,813,000 $ 7.84 $ 14,080 Exercisable at December 31, 2020 125,000 $ 11.50 $ 169 |
Basic and Diluted Income (Loss)
Basic and Diluted Income (Loss) per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Income (Loss) per Common Share | 14. Basic and Diluted Income (Loss) per Common Share Net income (loss) is allocated between the common shares and other participating securities based on their participation rights. The Series A Founder Preferred Shares represent participating securities. Net loss attributable to common shares is not adjusted for the Series A Founder Preferred Shares’ right to earnings, because these shares are not contractually obligated to share in losses of the Company. Additionally, the Company excluded the Company’s outstanding warrants, stock options, restricted shares, and Series A Founder Preferred Shares because the securities’ effect would be anti-dilutive. The following table sets forth the computation of basic and diluted net loss per common share using the two-class method: Period from February 10, 2020 to December 31, 2020 Numerator: Net loss attributable to Radius Global Infrastructure, Inc. common shareholders $ (182,091 ) Adjustment for vested participating preferred stock — Net loss attributable to common shares $ (182,091 ) Denominator: Weighted average shares outstanding - basic and diluted 58,425,000 Basic and diluted loss per common share $ (3.12 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: Period from February 10, 2020 to December 31, 2020 Series A Founder Preferred Shares 1,600,000 Warrants 16,675,000 Stock options 2,813,000 Restricted stock 261,429 LTIP Units 6,786,033 |
Geographic Data and Concentrati
Geographic Data and Concentration | 12 Months Ended |
Dec. 31, 2020 | |
Geographic Data And Concentration Disclosures [Abstract] | |
Geographic Data and Concentration | 15. Geographic Data and Concentration The following tables summarizes the revenues and total assets of the Company and its Predecessor in different geographic locations (geographic summary is based on the billing addresses of the related in‑place tenant): Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Revenue by Country: United States $ 14,880 $ 1,775 $ 15,820 United Kingdom 17,126 1,927 15,267 Other foreign countries 30,917 3,134 24,619 Total $ 62,923 $ 6,836 $ 55,706 Successor Predecessor December 31, 2020 December 31, 2019 Total Assets by Country: United States $ 561,992 $ 156,541 United Kingdom 269,394 125,126 Italy 197,659 38,485 Other foreign countries 399,185 212,657 Total $ 1,428,230 $ 532,809 Although the Company monitors the creditworthiness of its customers, the loss, consolidation or financial instability of, or network sharing among, any of its customers may materially decrease revenue. Revenue concentration of the Company and its Predecessor was with the following in‑place tenants: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Revenue by Company: American Tower 13 % 13 % 13 % Other (less than 10% individually) 87 % 87 % 87 % Total 100 % 100 % 100 % |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 6 . 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 these matters, both asserted and unasserted, will not have a material adverse impact on the Company’s consolidated financial position, results of operations or liquidity. |
Management Incentive Plan
Management Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Management Incentive Plan | 1 7 . Management Incentive Plan AP WIP Investments maintained two incentive plans (collectively, the “Management Carve-Out Plan”) for the benefit of certain employees of AP WIP Investments prior to the Transaction and under which non-equity awards were made. Generally, vesting of awards under the Management Carve-Out Plan was contingent upon a liquidity event. As of the date of the Transaction, no awards vested and subsequent to the Transaction date, the Company ceased all activity under the Management Carve-Out Plan and canceled all awards thereunder. In conjunction with the Management Carve-Out Plan, loans totaling $893 were made to certain plan participants during 2019. No loans were issued during the period from January 1, 2020 to February 9, 2020. In the period of issuance, the full amount of each loan was expensed in the consolidated statement of operations because the loans were nonrecourse. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Accounts And Notes Receivable Net [Abstract] | |
Note Receivable | 1 8 . Note Receivable In January 2020, a subsidiary of AP WIP Investments, entered into a promissory note agreement with an unaffiliated company. Under the terms of the loan agreement, two installments totaling $17,500 were advanced during the period from January 1, 2020 to February 9, 2020 (Predecessor) and the final installment of $2,500 was advanced during the period from February 10, 2020 to December 31, 2020 (Successor). In April 2020, the borrower repaid the outstanding balance including accrued interest under the promissory note agreement. |
COVID-19 Pandemic
COVID-19 Pandemic | 12 Months Ended |
Dec. 31, 2020 | |
Extraordinary And Unusual Items [Abstract] | |
COVID-19 Pandemic | 1 9 . COVID-19 Pandemic The outbreak of COVID-19 (commonly referred to as coronavirus) has spread to many countries throughout the world, including each of the jurisdictions in which the Company operates, has had a negative impact on economic conditions globally and there are concerns for a prolonged deterioration of global financial conditions. Beginning in March 2020, the Company took measures to mitigate the broader public health risks associated with COVID-19 to its business and employees, including through office closures and self-isolation of employees where possible in line with the recommendations of relevant health authorities; however, the full extent of the COVID-19 outbreak and the adverse impact this may have on the Company's workforce and operations is unknown. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Unless the context otherwise requires, the “Company”, refers, for periods prior to the completion of the Transaction, to AP WIP Investments, and its subsidiaries and, for periods after the completion of the Transaction, to Radius Global Infrastructure, Inc. and its subsidiaries, including AP WIP Investments and its subsidiaries. As a result of the Transaction, for accounting purposes, the Company is the acquirer and AP WIP Investments is the acquiree and accounting Predecessor to Radius, as Landscape had no operations prior to the Transaction. Accordingly, the financial statement presentation includes the financial statements of AP WIP Investments as “Predecessor” for periods prior to the Closing Date and Radius as “Successor” for periods after the Closing Date, including the consolidation of AP WIP Investments and its subsidiaries. The Transaction was accounted for as a business combination under the scope of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”). The accompanying 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. For the Successor period from February 10, 2020 through December 31, 2020, Radius consolidated the financial position and results of operations of AP WIP Investments and its subsidiaries. For the Predecessor periods, the consolidated financial statements include the accounts of AP WIP Investments and its subsidiaries, as well as a variable interest entity (“VIE”). |
Use of Estimates | Use of Estimates The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash on hand and demand deposits. The Company maintains its deposits at high-quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institutions. The Company has not experienced any losses on such accounts. Gains and losses on highly liquid investments classified as cash equivalents are reported in other income in the consolidated statements of operations. |
Restricted Cash | Restricted Cash The Company is required to maintain cash collateral at certain financial institutions. Additionally, amounts that are required to be held in an escrow account, which, subject to certain conditions, are available to the Company under the loan agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the consolidated statements of cash flows is as follows: Successor Predecessor December 31, 2020 February 9, 2020 December 31, 2019 Cash and cash equivalents $ 99,896 $ 33,333 $ 62,892 Restricted cash 1,614 2,642 1,140 Restricted cash, long term 113,938 12,384 14,014 Total cash and cash equivalents and restricted cash $ 215,448 $ 48,359 $ 78,046 |
Fair Value Measurements | Fair Value Measurements The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and rent received in advance approximate fair value due to their short‑term nature. As of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), the carrying amounts of the Company’s debt and lease and other leasehold interest liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Trade Receivables, Net | Trade Receivables, Net Trade receivables are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the tenants’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations. The balances of and changes in the allowance for doubtful accounts are as follows: Successor Predecessor Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to February 9, 2020 Year ended December 31, 2019 Beginning balance $ 509 $ 491 $ — Allowance for doubtful accounts 323 26 761 Write-offs, net (17 ) — — Foreign currency translation 22 (8 ) (270 ) Ending balance $ 837 $ 509 $ 491 |
Real Property Interests | Real Property Interests The Company’s core business is to contract for the purchase of leasehold interests either through an up-front payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets at cell sites. Real property interests include costs recorded under leasehold interest arrangements either as intangible assets or right-of-use assets, depending on whether or not the arrangement is determined to be a lease at the inception of the agreement under ASC Topic 842, Leases On January 1, 2019, the Predecessor adopted the guidance in ASC 842 using the modified retrospective method applied to lease arrangements that were in place on the transition date. The Predecessor elected certain available practical expedients which permit the adopter to not reassess certain items upon adoption, including: (i) whether any existing contracts are or contain leases, (ii) the classification of existing leases, (iii) initial direct costs for existing leases and (iv) short-term leases, which permits an adopter to not apply the lease standard to leases with a remaining maturity of one year or less and applied the new lease accounting standard to all leases, including short-term leases. The Predecessor also elected the practical expedient related to easements, which permits carryforward accounting treatment for land easements (included in cell site leasehold interests in the consolidated balance sheets) on existing agreements. Under ASC 842, the Company determines if an arrangement, including leasehold interest arrangements, is a lease at the inception of the agreement. The Company considers an arrangement to be a lease if it conveys the right to control the use of the asset for a specific period of time in exchange for consideration. ASC 842 requires the Company to recognize a right-of-use asset and a lease liability arising from a lease arrangement, which also must be classified as either a financing or an operating lease. This classification determines whether the lease expense associated with future lease payments is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For each arrangement determined to be a lease, the Company records a lease liability at the present value of the arrangement’s remaining contractually-required payments and a right-of-use asset in the same amount plus any upfront payments made under the arrangement and any initial direct costs. Each leasing arrangement is classified as either a finance or operating lease. 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, which is estimated to be twenty-five years. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the cell site’s estimated economic life. |
Operating Leases | Operating Leases Rights and obligations are primarily related to operating leases for office space. At lease commencement, the Company records a liability and a corresponding right-of-use asset for each operating lease, measured at the present value of the unpaid lease payments, plus any initial direct costs incurred and less any lease incentives received. Leases with an initial term of twelve months or less are not recorded in the consolidated balance sheet. The Company records lease expense for operating leases on a straight-line basis over the lease term. |
Property and Equipment | Property and Equipment Property and equipment, which primarily consists of computer hardware and software, office furniture and tenant improvements, are stated at cost, less accumulated depreciation. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is recognized using the straight‑line method in amounts considered to be sufficient to allocate the cost of the assets to operations over their estimated useful lives, which generally range from two to three years. Depreciation expense was $388 for the period from February 10 to December 31, 2020 (Successor), $44 for the period from January 1 to February 9, 2020 (Predecessor), and $373 for the year ended December 31, 2019 (Predecessor). As of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), accumulated depreciation was $1,810 and $1,423, respectively. |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets The Company’s primary long-lived assets include real property interests and intangible assets. Intangible assets recorded for in-place tenant leases are stated at cost less accumulated amortization and are amortized on a straight-line basis over the remaining cell site lease term with the in-place tenant, including lease renewal periods. The carrying amount of any long-lived asset group is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company reviewed the portfolio of real property interests and intangible assets for impairment, in which the Company identified cell sites for which impairment charges were recorded in Impairment – decommission of cell sites in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost in a transaction accounted for as a business combination in accordance with ASC 805. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. The Company is organized in one reporting unit and evaluates the goodwill for the Company as a whole. Goodwill is assessed for impairment on an annual basis as of November 30th of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Under the authoritative guidance issued by the FASB, the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare the fair value of the reporting unit with its carrying amount. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. There was no impairment of goodwill for the period from February 10, 2020 to December 31, 2020 (Successor). |
Revenue Recognition | Revenue Recognition The Company receives rental payments from in‑place tenants of wireless communication sites under operating lease agreements. Revenue is recorded as earned over the period in which the lessee is given control over the use of the wireless communication sites and recorded over the term of the lease, not including renewal terms, since the operating lease arrangements are cancellable by the tenant. Rent received in advance is recorded when the Company receives advance rental payments from the in‑place tenants. Contractually owed lease prepayments are typically paid one month to one year in advance. At December 31, 2020 (Successor) and December 31, 2019 (Predecessor), the Company’s rent received in advance was $19,587 and $13,856, respectively. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. 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 tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 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. The need to establish valuation allowances for deferred tax assets is assessed quarterly. In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company considers all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and tax planning alternatives. A history of cumulative losses is a significant piece of negative evidence used in the assessment. If a history of cumulative losses is incurred for a tax jurisdiction, forecasts of future profitability are not used as positive evidence related to the realization of the deferred tax assets in the assessment. For periods after the consummation of the Transaction, the Company is subject to U.S. federal and state income taxes. Additionally, AP WIP Investments files income tax returns in the various state and foreign jurisdictions in which it operates. AP WIP Investments’ tax returns are subject to tax examinations by foreign tax authorities until the expiration of the respective statutes of limitation. AP WIP Investments currently has no tax years under examination. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits and penalties as a component of income tax expense in the accompanying consolidated statements of operations. |
Share-based compensation | Share-based compensation The Company expenses share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of 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. An offsetting increase to stockholders’ equity is recognized equal to the amount of the compensation expense charge. The Company recognizes forfeitures as they occur as a reduction of share-based compensation expense in the consolidated statement of operations. |
Warrants | Warrants The Company has warrants that were issued with its Ordinary Shares and Series A Founder Preferred Shares that were determined to be equity classified in accordance with ASC Topic 815, Derivatives and Hedging Compensation – Stock Compensation |
Basic and Diluted Earnings per Ordinary Share | Basic and Diluted Earnings per Common Share Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. The Company has determined that its Series A Founder Preferred Shares are participating securities as the Series A Founder Preferred Shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Company uses the two-class method of computing earnings per share, for common shares and Series A Founder Preferred Shares according to participation rights in undistributed earnings. Under this method, net income applicable to holders of common shares is allocated on a pro rata basis to the holders of common shares and Series A Founder Preferred Shares to the extent that each class may share in the Company’s income for the period; whereas undistributed net loss is allocated only to common shares because Series A Founder Preferred Shares are not contractually obligated to share in the Company’s losses. Diluted earnings per common share reflects the potential dilution that would occur if securities were exercised or converted into common shares. The Company’s dilutive securities include Series A Founder Preferred Shares, warrants, stock options, and restricted shares. To calculate the number of shares for diluted earnings per common share, the effect of the participating preferred shares is computed using the as-if-converted method, and effects of the warrants, stock options, LTIP Units (as defined in Note 13) and restricted shares are computed using the treasury stock method. 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 are the same for periods with a net loss attributable to common shareholders of Radius. Because the Company’s shares of Class B common stock (the “Class B Shares”) and shares of preferred stock, designated as Series B Founder Preferred Stock (the “Series B Founder Preferred Shares”) do not confer upon the holder a right to receive distributions, neither share class is included in the Company’s computation of basic or diluted earnings (loss) per common share. |
Segment Reporting | Segment Reporting The Company operates in one reportable segment which focuses on leasing cell sites to companies that own and operate cellular communication towers and other infrastructure. The Company’s business offerings have similar economic and other characteristics, including the types of customers, distribution methods and regulatory environment. The chief operating decision maker of the Company reviews investment specific data to make resource allocation decisions and assesses performance by review of profit and loss information on a consolidated basis. The consolidated financial statements reflect the financial results of the Company’s one reportable segment. |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. dollar. Typically, the functional currency of each of the Company’s foreign operating subsidiaries is the respective local currency. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the FASB issued guidance that modifies how entities measure credit losses on most financial instruments. The new guidance replaces the current "incurred loss" model with an "expected credit loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. Effective January 1, 2020, the Company adopted the new guidance and the Company noted that operating lease receivables are not within the scope of this guidance. As such, there was no cumulative-effect adjustment to the consolidated balance sheet as of the effective date. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments In April 2020, the FASB issued a question-and-answer document (the “ Lease Modification Q&A ”) focused on the application of lease accounting guidance to lease concessions, provided as a result of the COVID-19 pandemic. Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a concession was (i) the result of a new lease agreement and as such treated within the lease modification accounting framework or (ii) under the enforceable rights and obligations within the existing lease agreement and, as such, precluded from applying the lease modification accounting framework . For lease concessions related to the effects of the COVID-19 pandemic, the Lease Modification Q&A allows that an entity can elect not to apply the lease modification framework in ASC 842 to the related arrangements and, therefore will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract, provided that the election is applied consistently to leases with similar characteristics and circumstances. The Company adopted the guidance in the Lease Modification Q&A, which had no material impact on its consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the consolidated statements of cash flows is as follows: Successor Predecessor December 31, 2020 February 9, 2020 December 31, 2019 Cash and cash equivalents $ 99,896 $ 33,333 $ 62,892 Restricted cash 1,614 2,642 1,140 Restricted cash, long term 113,938 12,384 14,014 Total cash and cash equivalents and restricted cash $ 215,448 $ 48,359 $ 78,046 |
Schedule of Balances and Changes in Allowance for Doubtful Accounts | The balances of and changes in the allowance for doubtful accounts are as follows: Successor Predecessor Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to February 9, 2020 Year ended December 31, 2019 Beginning balance $ 509 $ 491 $ — Allowance for doubtful accounts 323 26 761 Write-offs, net (17 ) — — Foreign currency translation 22 (8 ) (270 ) Ending balance $ 837 $ 509 $ 491 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed: Cash and restricted cash $ 48,359 Trade receivables 8,077 Prepaid expenses and other assets 34,970 Real property interests 901,290 Intangible assets 5,400 Accounts payable and other liabilities (22,654 ) Rent received in advance (15,837 ) Real property interest liabilities (33,398 ) Deferred income tax liability (45,100 ) Long-term debt (570,759 ) Net identifiable assets acquired 310,348 Goodwill 80,509 Total acquisition consideration $ 390,857 |
Schedule of Unaudited Pro Forma Combined Financial Information | The following unaudited pro forma combined financial information presents the Company’s results as though the Transaction had occurred at January 1, 2019. The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with GAAP (unaudited): Year Ended December 31, 2020 2019 Revenue $ 69,759 $ 55,706 Net loss $ (120,457 ) $ (82,141 ) |
Real Property Interests (Tables
Real Property Interests (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Real Property Interests, Net | Real property interests, net consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 Right-of-use assets – finance leases (1) $ 244,885 $ 81,733 Cell site leasehold interests (2) 886,679 468,969 1,131,564 550,702 Less accumulated amortization: Right-of-use assets – finance leases (7,023 ) (1,235 ) Cell site leasehold interests (35,150 ) (122,307 ) Real property interests, net $ 1,089,391 $ 427,160 (1) Effective with the adoption of ASC 842, cell site leasehold interests qualifying as leases are recorded as finance leases. (2) Includes cell site leasehold interests acquired prior to the adoption of ASC 842 and fee simple interest arrangements. |
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 the lease liability in the consolidated statements of operations as follows: Successor Predecessor Period from February 10, 2020 to December 31, 2020 Period from January 1, 2020 to February 9, 2020 Year ended December 31, 2019 Finance lease expense $ 6,922 $ 425 $ 1,235 Interest expense – lease liability $ 518 $ 95 $ 504 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for the respective periods was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 134 $ 37 $ 38 Financing cash flows from finance leases $ 6,044 $ 845 $ 1,255 Finance lease liabilities arising from obtaining right-of-use assets $ 19,312 $ 1,346 $ 16,989 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of December 31, 2020 (Successor), the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: 2021 $ 1,087 2022 805 2023 671 2024 564 2025 466 Thereafter 2,287 $ 5,880 |
Schedule of Maturities of Finance Lease Liabilities and Cell Site Leasehold Interest Liabilities | Maturities of finance lease liabilities and cell site leasehold interest liabilities as of December 31, 2020 (Successor) were as follows: Finance Lease Cell Site Leasehold Interest 2021 $ 10,042 $ 5,820 2022 7,796 3,095 2023 7,644 8,384 2024 4,398 424 2025 2,701 234 Thereafter 3,432 347 Total lease payments 36,013 18,304 Less amounts representing future interest (2,168 ) (742 ) Total liability 33,845 17,562 Less current portion (9,920 ) (5,749 ) Non-current liability $ 23,925 $ 11,813 |
Cell Site Leasehold Interests | |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of December 31, 2020 (Successor), amortization expense to be recognized for each of the succeeding five years was as follows: 2021 $ 44,217 2022 44,076 2023 44,006 2024 44,006 2025 43,986 Thereafter 631,238 $ 851,529 |
Tenant Lease Rental Payments (T
Tenant Lease Rental Payments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Amounts Due from Tenants under Leases | As of December 31, 2020 (Successor), the future minimum amounts due from tenants under leases, including cancellable leases in which the tenant is economically compelled to extend the lease term, were as follows: 2021 $ 73,168 2022 60,022 2023 45,523 2024 32,968 2025 12,648 $ 224,329 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the period from February 10, 2020 to December 31, 2020 (Successor), is summarized as follows: Balance as of February 10, 2020 $ — Addition – APW Acquisition 80,509 Goodwill as of December 31, 2020 (Successor) $ 80,509 |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 In-place lease intangible asset Gross carrying amount $ 7,092 $ 5,073 Less accumulated amortization: (1,212 ) (2,225 ) Intangible assets, net $ 5,880 $ 2,848 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of December 31, 2020 (Successor), the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: 2021 $ 1,087 2022 805 2023 671 2024 564 2025 466 Thereafter 2,287 $ 5,880 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2020 (Successor) were as follows: Operating Leases 2021 $ 1,529 2022 1,034 2023 784 2024 763 2025 548 Thereafter 103 Total lease payments 4,761 Less amounts representing future interest (485 ) Total liability 4,276 Less current portion (1,354 ) Non-current liability $ 2,922 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: Successor Predecessor December 31, 2020 December 31, 2019 Interest payable $ 4,887 $ 3,807 Accrued liabilities 4,799 3,279 Taxes payable 7,799 6,319 Payroll and related withholdings 7,043 4,510 Accounts payable 718 1,658 Professional fees accrued 3,234 1,580 Current portion of operating lease liabilities 1,354 824 Other 1,020 809 Total accounts payable and accrued expenses $ 30,854 $ 22,786 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: Successor Predecessor December 31, 2020 December 31, 2019 DWIP Agreement $ 102,600 $ 102,600 Facility Agreement 547,677 359,764 DWIP II Loan — 49,250 Subscription Agreement 85,112 76,567 Other debt 2,960 Less: unamortized debt discount and financing fees (9,876 ) (15,250 ) Debt, carrying amount $ 728,473 $ 572,931 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense | Income tax expense consisted of the following: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Current: Foreign $ 3,787 $ 424 $ 3,039 Federal — — — Deferred: Foreign (962 ) 343 (571 ) Federal — — — Income tax expense $ 2,825 $ 767 $ 2,468 |
Summary of Income (Loss) Before Income Tax Expense | Income (loss) before income tax expense by geographic area was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Domestic $ (176,706 ) $ 8,019 $ (30,067 ) Foreign (12,411 ) (1,075 ) (11,910 ) Income (loss) before income tax expense $ (189,117 ) $ 6,944 $ (41,977 ) |
Summary of Reconciliation of Income Tax Expense Computed at Statutory Rates | A reconciliation of the income tax expense computed at statutory rates was as follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Statutory tax rate 21 % 21 % 21 % Income (loss) before income taxes $ (189,117 ) $ 6,944 $ (41,977 ) Expected income tax expense (benefit) (39,715 ) 1,458 (8,815 ) Increase (decrease) income tax expense resulting from: Foreign earnings subject to different tax rates (1,025 ) (98 ) 703 Valuation allowance 22,549 739 712 Share-based compensation 14,668 — — Non-taxable earnings 1,789 (1,581 ) 7,317 Uncertain tax position 592 — 319 Non-deductible expenses 3,053 249 2,232 Tax law change 2,414 — — State taxes (1,205 ) — — Other (295 ) — — Income tax expense $ 2,825 $ 767 $ 2,468 |
Schedule of Deferred Income Tax Assets and Liabilities After Applying Enacted Statutory Tax Rates | The significant components of deferred income tax assets and liabilities were as follows: Successor Predecessor December 31, 2020 December 31, 2019 Deferred income tax assets: Operating losses carried forward $ 24,140 $ 14,063 Amortization — 5,371 Depreciation 627 522 Investment in partnership 11,770 — Other 214 12 Deferred income tax assets 36,751 19,968 Valuation allowance (27,105 ) (18,977 ) Deferred income tax assets, net of valuation allowance 9,646 991 Deferred income tax liabilities: Amortization (65,610 ) — Deferred income tax liabilities (65,610 ) — Net deferred income tax asset (liability) $ (55,964 ) $ 991 |
Schedule of Reconciliation of Activity Related to Unrecognized Income Tax Benefits | A reconciliation of the activity related to unrecognized income tax benefits follows: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Beginning balance $ 3,879 $ 3,879 $ 3,560 Increases related to prior-year tax positions 1,946 — — Increases related to current-year tax positions — — 319 Ending balance $ 5,825 $ 3,879 $ 3,879 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Summary of Assumptions Used Calculating Issuance Date Fair Value | The following assumptions were used when calculating the issuance date fair value: Number of securities issued 1,600,000 Ordinary Share price upon initial public offering $ 10.00 Founder Preferred Share price $ 10.00 Probability of winding-up 16.7 % Probability of an acquisition 83.3 % Time to an acquisition 1.5 years Volatility (post-acquisition) 38.68 % Risk free interest rate 2.26 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Long Term Incentive Plan Units | A summary of the Company’s LTIP Units as of December 31, 2020, and changes during the period ended February 10, 2020 to December 31, 2020 (Successor) is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at February 10, 2020 — $ — Series A LTIP Units: Granted 5,400,000 8.32 Series B LTIP Units: Granted 1,386,033 6.17 Nonvested at December 31, 2020 6,786,033 $ 7.88 |
Summary of Fair Value of Long Term Incentive Plan Unit | The fair value of each LTIP Unit was measured as of its grant date using a Monte Carlo method which took into consideration different stock price paths and used the following assumptions: Series A LTIP Units Series B LTIP Units Expected term 7.9 years 9.9 years Expected volatility 18.4 % 19.7 % Risk-free interest rate 1.5 % 1.6 % |
Summary of Restricted Stock Awards | A summary of the status of the Company’s restricted stock awards as of December 31, 2020, and changes during the period from February 10, 2020 to December 31, 2020 (Successor) is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at February 10, 2020 — $ — Granted 283,492 9.01 Forfeited (22,063 ) 10.00 Nonvested at December 31, 2020 261,429 $ 8.92 |
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 period of February 10, 2020 to December 31, 2020 (Successor): Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at February 10, 2020 125,000 $ 11.50 Granted 3,014,000 7.67 Forfeited (326,000 ) 7.67 Outstanding at December 31, 2020 2,813,000 $ 7.84 $ 14,080 Exercisable at December 31, 2020 125,000 $ 11.50 $ 169 |
Basic and Diluted Income (Los_2
Basic and Diluted Income (Loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Ordinary Share Using Two-class Method | The following table sets forth the computation of basic and diluted net loss per common share using the two-class method: Period from February 10, 2020 to December 31, 2020 Numerator: Net loss attributable to Radius Global Infrastructure, Inc. common shareholders $ (182,091 ) Adjustment for vested participating preferred stock — Net loss attributable to common shares $ (182,091 ) Denominator: Weighted average shares outstanding - basic and diluted 58,425,000 Basic and diluted loss per common share $ (3.12 ) |
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 they would be anti-dilutive: Period from February 10, 2020 to December 31, 2020 Series A Founder Preferred Shares 1,600,000 Warrants 16,675,000 Stock options 2,813,000 Restricted stock 261,429 LTIP Units 6,786,033 |
Geographic Data and Concentra_2
Geographic Data and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Geographic Data And Concentration Disclosures [Abstract] | |
Schedule of Revenues and Total Assets in Geographic Locations | The following tables summarizes the revenues and total assets of the Company and its Predecessor in different geographic locations (geographic summary is based on the billing addresses of the related in‑place tenant): Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Revenue by Country: United States $ 14,880 $ 1,775 $ 15,820 United Kingdom 17,126 1,927 15,267 Other foreign countries 30,917 3,134 24,619 Total $ 62,923 $ 6,836 $ 55,706 Successor Predecessor December 31, 2020 December 31, 2019 Total Assets by Country: United States $ 561,992 $ 156,541 United Kingdom 269,394 125,126 Italy 197,659 38,485 Other foreign countries 399,185 212,657 Total $ 1,428,230 $ 532,809 |
Schedule of Revenue Concentration with In-Place Tenants | Although the Company monitors the creditworthiness of its customers, the loss, consolidation or financial instability of, or network sharing among, any of its customers may materially decrease revenue. Revenue concentration of the Company and its Predecessor was with the following in‑place tenants: Successor Predecessor Period from February 10 to December 31, 2020 Period from January 1 to February 9, 2020 Year ended December 31, 2019 Revenue by Company: American Tower 13 % 13 % 13 % Other (less than 10% individually) 87 % 87 % 87 % Total 100 % 100 % 100 % |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Debt | $ 728,473 | $ 572,931 | ||
Landscape | Centerbridge Subscription Agreement | ||||
Business Acquisition [Line Items] | ||||
Subscription agreement entered date | Nov. 20, 2019 | |||
Subscription agreement amended and supplemented date | Feb. 7, 2020 | |||
Ordinary Shares | Landscape | Centerbridge Subscription Agreement | ||||
Business Acquisition [Line Items] | ||||
Shares subscribed | $ 100,000 | |||
Price per share | $ 10 | |||
AP Wireless | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Feb. 10, 2020 | |||
Percentage of interest acquired | 100.00% | |||
Consideration paid | $ 860,000 | |||
Debt | $ 539,000 | |||
Redeem minority investor | 65,000 | |||
Allocable transaction expenses | $ 10,700 | |||
Cash | $ 66,500 | |||
APW OpCo | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 91.80% | |||
APW OpCo | Landscape | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 91.80% | |||
APW OpCo | Noncontrolling Interest | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 8.20% | 8.20% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Feb. 09, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 99,896 | $ 33,333 | $ 62,892 | |
Restricted cash | 1,614 | 2,642 | 1,140 | |
Restricted cash, long-term | 113,938 | 12,384 | 14,014 | |
Total cash and cash equivalents and restricted cash | $ 215,448 | 588,628 | ||
Total cash and cash equivalents and restricted cash | $ 48,359 | $ 78,046 | $ 101,414 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Balances and Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning balance | $ 491 | $ 509 | |
Provision for bad debt expense | 26 | 323 | $ 761 |
Write-offs, net | (17) | ||
Foreign currency translation | (8) | 22 | (270) |
Ending balance | $ 509 | $ 837 | $ 491 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 09, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Finance lease right of use asset, amortization period | 25 years | |||
Depreciation expense | $ 44,000 | $ 388,000 | $ 373,000 | |
Accumulated depreciation | 1,810,000 | $ 1,810,000 | 1,423,000 | |
Number of reportable segments | Segment | 1 | |||
Impairment of goodwill | 0 | |||
Rent received in advance | $ 19,587,000 | $ 19,587,000 | $ 13,856,000 | |
Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Property plant and equipment useful life | 2 years | |||
Short-term lease term | 1 month | 1 month | ||
Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Property plant and equipment useful life | 3 years | |||
Short-term lease term | 1 year | 1 year | ||
Accounting Standards Update 2016-02 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2019 | Jan. 1, 2019 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||
Accounting Standards Update 2016-13 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||
Accounting Standards Update 2017-04 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||
Accounting Standards Update 2019-04 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||
Accounting Standards Update 2020-03 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true |
Business Combination - Addition
Business Combination - Additional Information (Details) - AP Wireless $ / shares in Units, $ in Thousands | Feb. 10, 2020USD ($)$ / shares |
Business Acquisition [Line Items] | |
Date of acquisition | Feb. 10, 2020 |
Percentage of interest acquired | 100.00% |
Consideration transferred | $ 390,857 |
Cash consideration | 325,424 |
Equity consideration | $ 65,433 |
In-Place Lease Intangible Asset | |
Business Acquisition [Line Items] | |
Estimated time to allot for origination of tenant lease | 1 month |
Minimum | |
Business Acquisition [Line Items] | |
Term of real property interest arrangement | 23 years |
Discount rate used in determination of fair value of real property interest | 8.20% |
Maximum | |
Business Acquisition [Line Items] | |
Term of real property interest arrangement | 99 years |
Discount rate used in determination of fair value of real property interest | 18.50% |
Monte Carlo Simulation Model | Expected Volatility | |
Business Acquisition [Line Items] | |
Measurement input | 21.1 |
Monte Carlo Simulation Model | Risk-Free Interest Rate | |
Business Acquisition [Line Items] | |
Measurement input | 1.5 |
Monte Carlo Simulation Model | Estimated Term | |
Business Acquisition [Line Items] | |
Measurement input | 9 years 2 months 12 days |
Ordinary Shares | Monte Carlo Simulation Model | Share Price | |
Business Acquisition [Line Items] | |
Measurement input | $ / shares | $ 10 |
APW OpCo | |
Business Acquisition [Line Items] | |
Percentage of interest acquired | 91.80% |
APW OpCo | OpCo Members | |
Business Acquisition [Line Items] | |
Percentage of interest acquired | 8.20% |
Business Combination - Summary
Business Combination - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Feb. 10, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 80,509 | |
AP Wireless | ||
Business Acquisition [Line Items] | ||
Cash and restricted cash | $ 48,359 | |
Trade receivables | 8,077 | |
Prepaid expenses and other assets | 34,970 | |
Real property interests | 901,290 | |
Intangible assets | 5,400 | |
Accounts payable and other liabilities | (22,654) | |
Rent received in advance | (15,837) | |
Real property interest liabilities | (33,398) | |
Deferred income tax liability | (45,100) | |
Long-term debt | (570,759) | |
Net identifiable assets acquired | 310,348 | |
Goodwill | 80,509 | |
Total acquisition consideration | $ 390,857 |
Business Combination - Schedule
Business Combination - Schedule of Unaudited Pro Forma Combined Financial Information (Details) - AP Wireless - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 69,759 | $ 55,706 |
Net loss | $ (120,457) | $ (82,141) |
Real Property Interests - Summa
Real Property Interests - Summary of Real Property Interests, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use assets – finance leases | $ 244,885 | $ 81,733 |
Cell site leasehold interests | 886,679 | 468,969 |
Real property interests, gross | 1,131,564 | 550,702 |
Right-of-use assets – finance leases | (7,023) | (1,235) |
Cell site leasehold interests | (35,150) | (122,307) |
Real property interests, net | $ 1,089,391 | $ 427,160 |
Real Property Interests - Addit
Real Property Interests - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||||
Finance lease, weighted-average remaining lease term right-of-use assets | 38 years 2 months 12 days | 38 years 2 months 12 days | 36 years 8 months 12 days | |
Finance lease, weighted-average incremental borrowing rate | 2.80% | 2.80% | 7.90% | |
Finance lease, weighted average remaining contractual payment term | 3 years 7 months 6 days | |||
Other Long-Term Assets | ||||
Lessee Lease Description [Line Items] | ||||
Amounts held by others as deposits | $ 1,346 | $ 1,346 | $ 2,311 | |
Cell Site Leasehold Interests | ||||
Lessee Lease Description [Line Items] | ||||
Amortization expense | $ 2,031 | $ 34,482 | $ 16,930 | |
Cell Site Leasehold Interests | Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Lease agreement term | 99 years | |||
Tenant notice period for termination of lease without penalty | 180 days | |||
Contractual payment period | 7 years | |||
Cell Site Leasehold Interests | Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Tenant notice period for termination of lease without penalty | 30 days | |||
Contractual payment period | 2 years |
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 | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Finance lease expense | $ 425 | $ 6,922 | $ 1,235 |
Interest expense – lease liability | $ 95 | $ 518 | $ 504 |
Real Property Interests - Sched
Real Property Interests - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from finance leases | $ 37 | $ 134 | $ 38 |
Financing cash flows from finance leases | 845 | 6,044 | 1,255 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 1,346 | $ 19,312 | $ 16,989 |
Real Property Interests - Sch_2
Real Property Interests - Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years (Details) - Cell Site Leasehold Interests $ in Thousands | Dec. 31, 2020USD ($) |
Finite Lived Intangible Assets [Line Items] | |
2021 | $ 44,217 |
2022 | 44,076 |
2023 | 44,006 |
2024 | 44,006 |
2025 | 43,986 |
Thereafter | 631,238 |
Total | $ 851,529 |
Real Property Interests - Sch_3
Real Property Interests - Schedule of Maturities of Finance Lease Liabilities and Cell Site Leasehold Interest Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finance Lease and Cell Site Leasehold Interest | ||
2021 | $ 10,042 | |
2022 | 7,796 | |
2023 | 7,644 | |
2024 | 4,398 | |
2025 | 2,701 | |
Thereafter | 3,432 | |
Total lease payments | 36,013 | |
Less amounts representing future interest | (2,168) | |
Total liability | 33,845 | |
Less current portion | (9,920) | $ (5,749) |
Finance lease liabilities | 23,925 | 10,451 |
Less current portion | (5,749) | (8,379) |
Cell site leasehold interest liabilities | 11,813 | $ 8,462 |
Cell Site Leasehold Interests | ||
Finance Lease and Cell Site Leasehold Interest | ||
2021 | 5,820 | |
2022 | 3,095 | |
2023 | 8,384 | |
2024 | 424 | |
2025 | 234 | |
Thereafter | 347 | |
Total lease payments | 18,304 | |
Less amounts representing future interest | (742) | |
Total liability | 17,562 | |
Less current portion | (5,749) | |
Cell site leasehold interest liabilities | $ 11,813 |
Tenant Lease Rental Payments -
Tenant Lease Rental Payments - Schedule of Future Minimum Amounts Due from Tenants under Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 73,168 |
2022 | 60,022 |
2023 | 45,523 |
2024 | 32,968 |
2025 | 12,648 |
Lessor, operating lease, payments to be received | $ 224,329 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Addition – APW Acquisition | $ 80,509 |
Goodwill as of December 31, 2020 (Successor) | $ 80,509 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets Subject to Amortization (Details) - In-Place Lease Intangible Asset - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 7,092 | $ 5,073 |
Less accumulated amortization: | (1,212) | (2,225) |
Total | $ 5,880 | $ 2,848 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
In-Place Lease Intangible Asset | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 77 | $ 1,163 | $ 532 |
Goodwill and Intangible Asset_5
Goodwill and 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 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
2021 | $ 1,087 | |
2022 | 805 | |
2023 | 671 | |
2024 | 564 | |
2025 | 466 | |
Thereafter | 2,287 | |
Total | $ 5,880 | $ 2,848 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Operating lease, right-of-use asset | $ 4,183 | $ 2,097 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other long-term assets | Other long-term assets | |
Cash paid for operating lease liabilities | $ 136 | $ 1,333 | $ 953 |
Weighted-average remaining lease term for operating leases | 4 years | 3 years | |
Weighted-average incremental borrowing rate | 5.40% | 7.10% | |
Selling, General and Administrative Expenses | |||
Lessee Lease Description [Line Items] | |||
Operating lease expense | $ 107 | $ 1,535 | $ 1,183 |
Minimum | |||
Lessee Lease Description [Line Items] | |||
Lessee under noncancelable lease agreement, term | 1 year | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Lessee under noncancelable lease agreement, term | 10 years |
Operating Leases - Summary of O
Operating Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 1,529 | |
2022 | 1,034 | |
2023 | 784 | |
2024 | 763 | |
2025 | 548 | |
Thereafter | 103 | |
Total lease payments | 4,761 | |
Less amounts representing future interest | (485) | |
Total liability | 4,276 | |
Less current portion | $ (1,354) | $ (824) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued expenses | |
Non-current liability | $ 2,922 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Interest payable | $ 4,887 | $ 3,807 |
Accrued liabilities | 4,799 | 3,279 |
Taxes payable | 7,799 | 6,319 |
Payroll and related withholdings | 7,043 | 4,510 |
Accounts payable | 718 | 1,658 |
Professional fees accrued | 3,234 | 1,580 |
Current portion of operating lease liabilities | 1,354 | 824 |
Other | 1,020 | 809 |
Total accounts payable and accrued expenses | $ 30,854 | $ 22,786 |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and financing fees | $ (9,876) | $ (15,250) |
Debt, carrying amount | 728,473 | 572,931 |
DWIP Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 102,600 | 102,600 |
Facility Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 547,677 | 359,764 |
DWIP II Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 49,250 | |
Subscription Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 85,112 | $ 76,567 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,960 |
Debt - Additional Information (
Debt - Additional Information (Details) € in Thousands, $ in Thousands | Aug. 27, 2020USD ($) | Nov. 08, 2019USD ($) | Nov. 06, 2019GBP (£)Tranche | Oct. 16, 2018 | Oct. 15, 2018 | Feb. 28, 2021USD ($) | Apr. 30, 2020USD ($) | Feb. 09, 2020USD ($) | Oct. 31, 2017USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2021EUR (€) | Aug. 27, 2020GBP (£) | Aug. 27, 2020EUR (€) | Nov. 08, 2019EUR (€) | Nov. 30, 2018USD ($) | Nov. 30, 2018GBP (£) | Nov. 30, 2018EUR (€) | Oct. 31, 2017GBP (£) | Oct. 31, 2017EUR (€) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Repayment of long-term debt | $ 250 | $ 48,065 | $ 19,350 | ||||||||||||||||||||
Gain on extinguishment of debt | 1,264 | ||||||||||||||||||||||
Amortization of debt discount and deferred financing costs | 280 | 192 | 2,920 | ||||||||||||||||||||
Deferred financing fees | $ 3,721 | ||||||||||||||||||||||
Interest Expense, Net | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Amortization of debt discount and deferred financing costs | $ 281 | 192 | 2,920 | ||||||||||||||||||||
DWIP Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Carrying amount of outstanding debt | 102,600 | $ 102,600 | 102,600 | ||||||||||||||||||||
Facility Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Carrying amount of outstanding debt | 547,677 | 547,677 | 359,764 | ||||||||||||||||||||
Subscription Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Carrying amount of outstanding debt | 85,112 | $ 85,112 | 76,567 | ||||||||||||||||||||
DWIP | DWIP Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, borrowed amount | $ 115,000 | ||||||||||||||||||||||
Repayment of long-term debt | $ 12,400 | ||||||||||||||||||||||
Debt instrument, maturity date | Oct. 16, 2023 | Aug. 10, 2019 | |||||||||||||||||||||
Debt instrument, interest rate | 4.25% | 4.50% | |||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||
Debt instrument, advance amount | $ 100,000 | 100,000 | |||||||||||||||||||||
Debt instrument, escrow account related liability | $ 2,600 | $ 2,600 | $ 2,600 | ||||||||||||||||||||
Debt instrument, restrictive covenants | DWIP is subject to restrictive covenants relating to, among others, future indebtedness and transfer of control of DWIP, and DWIP must also meet a financial ratio relating to interest coverage (as defined in the DWIP Agreement). | ||||||||||||||||||||||
Debt instrument, covenant compliance | For the periods presented, DWIP was in compliance with all covenants associated with the DWIP Agreement. | ||||||||||||||||||||||
DWIP | DWIP Agreement | Prepayment Occurs on or Prior to 24 Months After October 16, 2018 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, prepayment premium percentage | 3.00% | ||||||||||||||||||||||
DWIP | DWIP Agreement | Prepayment Occurs on or Prior to 36 Months After October 16, 2018 but After 24 Months After October 16, 2018 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, prepayment premium percentage | 2.00% | ||||||||||||||||||||||
DWIP | DWIP Agreement | Prepayment Occurs on or Prior to 60 Months After October 16, 2018 but After 36 Months After October 16, 2018 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, prepayment premium percentage | 1.00% | ||||||||||||||||||||||
DWIP | DWIP Agreement | Prepayment Occurs After 60 Months After October 16, 2018 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, prepayment premium percentage | 0.00% | ||||||||||||||||||||||
IWIP | Facility Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant compliance | For the periods presented, IWIP was in compliance with all covenants associated with the Facility Agreement. | ||||||||||||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 1,000,000,000 | ||||||||||||||||||||||
Debt instrument, term | 10 years | ||||||||||||||||||||||
Debt instrument, funded amount | $ 266,200 | $ 98,400 | |||||||||||||||||||||
Escrow deposit | $ 5,000 | ||||||||||||||||||||||
Increase in outstanding debt | $ 160,475 | ||||||||||||||||||||||
Debt instrument, covenants description | IWIP is subject to certain financial condition and testing covenants (such as interest coverage, leverage and equity requirements and limits) as well as restrictive covenants relating to, among others, future indebtedness and liens and other material activities of IWIP and its subsidiaries. | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 1-A Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 30, 2027 | ||||||||||||||||||||||
Debt instrument, interest rate | 4.10% | 4.10% | |||||||||||||||||||||
Debt instrument, funded amount | € | € 115,000 | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 1-B Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 30, 2027 | ||||||||||||||||||||||
Debt instrument, interest rate | 4.61% | 4.61% | |||||||||||||||||||||
Debt instrument, funded amount | £ | £ 100,000,000 | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 2-A Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 30, 2027 | ||||||||||||||||||||||
Debt instrument, interest rate | 3.44% | 3.44% | |||||||||||||||||||||
Debt instrument, funded amount | € | € 40,000 | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 2-B Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 30, 2027 | ||||||||||||||||||||||
Debt instrument, interest rate | 4.29% | 4.29% | |||||||||||||||||||||
Debt instrument, funded amount | £ | £ 40,000,000 | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 3-A Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Aug. 26, 2030 | ||||||||||||||||||||||
Debt instrument, interest rate | 2.97% | 2.97% | 2.97% | ||||||||||||||||||||
Debt instrument, funded amount | € | € 75,000 | ||||||||||||||||||||||
IWIP | Facility Agreement | Series 3-B Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Aug. 26, 2030 | ||||||||||||||||||||||
Debt instrument, interest rate | 3.74% | 3.74% | 3.74% | ||||||||||||||||||||
Debt instrument, funded amount | £ | £ 55,000,000 | ||||||||||||||||||||||
DWIP II | A&R Mezzanine Loan Agreement | APW OpCo | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Repayment of long-term debt | $ 47,775 | ||||||||||||||||||||||
Carrying amount of outstanding debt | 49,039 | ||||||||||||||||||||||
Gain on extinguishment of debt | $ 1,264 | ||||||||||||||||||||||
AP WIP Investments Borrower | Subscription Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant compliance | AP WIP Investments Borrower was in compliance with all covenants associated with the Subscription Agreement for the period that borrowings were outstanding during the year ended December 31, 2020 | ||||||||||||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 250,000,000 | ||||||||||||||||||||||
Debt instrument, term | 9 years | ||||||||||||||||||||||
Debt instrument, funded amount | $ 75,480 | ||||||||||||||||||||||
Debt instrument, covenants description | AP WIP Investments Borrower is subject to 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 AP WIP Investments Borrower and its affiliates. | ||||||||||||||||||||||
Number of term loan tranche | Tranche | 3 | ||||||||||||||||||||||
Debt service reserve fund | $ 3,000 | ||||||||||||||||||||||
AP WIP Investments Borrower | Subscription Agreement | Class A Tranche | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Nov. 6, 2028 | ||||||||||||||||||||||
Debt instrument, interest rate | 4.25% | ||||||||||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||||||||||||||||
Debt instrument, funded amount | € | € 68,000 | ||||||||||||||||||||||
Percentage of payment-in-kind interest | 2.00% | ||||||||||||||||||||||
AP WIP Investments Borrower | Subscription Agreement | Interest-Only Secured Notes | Subsequent Event | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date | Nov. 8, 2028 | ||||||||||||||||||||||
Debt instrument, interest rate | 3.90% | 3.90% | |||||||||||||||||||||
Debt instrument, funded amount | $ 94,000 | € 77,000 | |||||||||||||||||||||
Percentage of payment-in-kind interest | 1.75% | 1.75% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Foreign | $ 424 | $ 3,787 | $ 3,039 |
Deferred: | |||
Foreign | 343 | (962) | (571) |
Income tax expense | $ 767 | $ 2,825 | $ 2,468 |
Income Taxes - Summary of Inc_2
Income Taxes - Summary of Income (Loss) Before Income Tax Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 8,019 | $ (176,706) | $ (30,067) |
Foreign | (1,075) | (12,411) | (11,910) |
Income (loss) before income tax expense | $ 6,944 | $ (189,117) | $ (41,977) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Expense Computed at Statutory Rates (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Statutory tax rate | 21.00% | 21.00% | 21.00% | |
Income (loss) before income taxes | $ 6,944 | $ (189,117) | $ (41,977) | |
Expected income tax expense (benefit) | 1,458 | (39,715) | (8,815) | |
Increase (decrease) income tax expense resulting from: | ||||
Foreign earnings subject to different tax rates | (98) | (1,025) | 703 | |
Valuation allowance | 739 | 22,549 | 712 | |
Share-based compensation | 14,668 | |||
Non-taxable earnings | (1,581) | 1,789 | 7,317 | |
Uncertain tax position | 592 | $ (391) | 319 | |
Non-deductible expenses | 249 | 3,053 | 2,232 | |
Tax law change | 2,414 | |||
State taxes | (1,205) | |||
Other | (295) | |||
Income tax expense | $ 767 | $ 2,825 | $ 2,468 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities After Applying Enacted Statutory Tax Rates (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Operating losses carried forward | $ 24,140 | $ 14,063 |
Amortization | 5,371 | |
Depreciation | 627 | 522 |
Investment in partnership | 11,770 | |
Other | 214 | 12 |
Deferred income tax assets | 36,751 | 19,968 |
Valuation allowance | (27,105) | (18,977) |
Deferred income tax assets, net of valuation allowance | 9,646 | 991 |
Deferred income tax liabilities: | ||
Amortization | (65,610) | |
Deferred income tax liabilities | (65,610) | |
Net deferred income tax liability | $ (55,964) | |
Net deferred income tax asset | $ 991 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 09, 2020 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||||
Foreign tax loss carryforwards expiration year | 2021 | ||||
Deferred tax assets, valuation allowance | $ 27,105 | $ 27,105 | $ 18,977 | ||
Unrecognized income tax benefits | 5,825 | 5,825 | 3,879 | $ 3,879 | $ 3,560 |
Unrecognized tax benefits reduction in liability | 592 | (391) | 319 | ||
Unrecognized tax benefits, interest on income taxes expense | 305 | $ 119 | |||
Federal | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards | 43,365 | 43,365 | |||
Foreign Tax Authority | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards | 58,170 | 58,170 | |||
Foreign Tax Authority | Not Subject to Expiration | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards | 31,754 | 31,754 | |||
Foreign Tax Authority | Expiring in Next Twelve Months | |||||
Income Tax Disclosure [Line Items] | |||||
Operating loss carryforwards | $ 333 | $ 333 | |||
Minimum | |||||
Income Tax Disclosure [Line Items] | |||||
Foreign tax loss remainder carryforwards expiration year | 2022 | ||||
Maximum | |||||
Income Tax Disclosure [Line Items] | |||||
Foreign tax loss remainder carryforwards expiration year | 2040 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Activity Related to Unrecognized Income Tax Benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 3,879 | $ 3,879 | $ 3,560 |
Increases related to prior-year tax positions | 1,946 | ||
Increases related to current-year tax positions | 319 | ||
Ending balance | $ 3,879 | $ 5,825 | $ 3,879 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - USD ($) $ in Thousands | Oct. 16, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | |||
Assets | $ 1,428,230 | $ 532,809 | |
Liabilities | 896,162 | 648,145 | |
Property and equipment, net | $ 1,382 | 1,095 | |
Variable Interest Entity Primary Beneficiary | AP Wireless | |||
Variable Interest Entity [Line Items] | |||
Limited liability company interests in servicer | 100.00% | ||
Assets | 6,856 | ||
Liabilities | 1,865 | ||
Cash | 5,891 | ||
Property and equipment, net | 457 | ||
Bonuses payable | $ 925 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | Feb. 01, 2021USD ($)$ / sharesshares | Nov. 30, 2017USD ($) | Feb. 28, 2021shares | Dec. 31, 2020USD ($)Director$ / sharesshares | Feb. 10, 2020 |
Class Of Stock [Line Items] | |||||
Number of board of directors | Director | 5 | ||||
APW OpCo | |||||
Class Of Stock [Line Items] | |||||
Percentage of interest acquired | 91.80% | ||||
Noncontrolling Interest | APW OpCo | |||||
Class Of Stock [Line Items] | |||||
Percentage of interest acquired | 8.20% | 8.20% | |||
Landscape's Initial Placement | |||||
Class Of Stock [Line Items] | |||||
Warrant term | 3 years | ||||
Exercisable of warrant to purchase common stock description | holder of a Warrant to purchase one-third of a Class A Share upon exercise. | ||||
Exercisable of warrant to purchase common stock | 1 | ||||
Warrants exercise price | $ / shares | $ 11.50 | ||||
Warrants redemption price | $ / shares | 0.01 | ||||
Class of warrant or right redemption of warrant or right exceeds ordinary stock price per share | $ / shares | $ 18 | ||||
Class of warrant or right redeem upon number of consecutive trading days | 10 days | ||||
Landscape's Initial Placement | Non-founder Directors | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 25,000 | ||||
Landscape's Initial Placement | Ordinary Shares and Founder Preferred Shares | |||||
Class Of Stock [Line Items] | |||||
Warrants issued | 50,025,000 | ||||
Series A Founder Preferred Shares | |||||
Class Of Stock [Line Items] | |||||
Initial placement of ordinary shares and warrants before expenses | $ | $ 500 | ||||
Preferred stock, shares issued | 1,600,000 | ||||
Preferred shares, no par value | $ / shares | |||||
Number of consecutive trading days | 10 days | ||||
Market value of ordinary share and preferred share description | In the first year in which such dividend becomes payable, such dividend will be equal in value to (i) 20% of the increase in the market value of one Class A Share, being the difference between $10.00 and the average price, multiplied by (ii) such number of outstanding Class A Shares immediately following the Transaction (“Preferred Share Dividend Equivalent”). Thereafter, the dividend will become payable only if the average price during any subsequent year is greater than the highest average price in any preceding year in which a dividend was paid in respect of the Series A Founder Preferred Shares. Such dividend will be equal in value to 20% of the increase in the average price over the highest average price in any preceding year multiplied by the Preferred Share Dividend Equivalent. In addition, the Series A Founder Preferred Shares will also participate in any dividends on the Class A Shares on an as-converted to Class A Shares basis. In addition, commencing on and after the closing of the Transaction, where the Company pays a dividend on its Class A Shares, the Series A Founder Preferred Shares will also receive an amount equal to 20% of the dividend which would be distributable on such number of Class A Shares equal to the Preferred Share Dividend Equivalent. All such dividends on the Series A Founder Preferred Shares will be paid contemporaneously with the dividends on the Class A Shares. | ||||
Dividend payable percentage in proportion to increase in market value of one ordinary share during first year | 20.00% | ||||
Dividend payable price in proportion to increase in market value of ordinary share during first year | $ / shares | $ 10 | ||||
Dividend payable percentage in proportion to increase in the highest average price year two and thereafter | 20.00% | ||||
Dividend receivable percentage in proportion to ordinary shares holders | 20.00% | ||||
Conversion basis of convertible preferred stock into ordinary shares after closing of transaction | one-for-one | ||||
Fair value of preferred stock | $ | $ 85.5 | ||||
Preferred shares dividend amount fair value on share-based compensation expense | $ | $ 69.5 | ||||
Number of board of directors | Director | 2 | ||||
Common shares outstanding | 0 | ||||
Series A Founder Preferred Shares | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Number of consecutive trading days | 10 days | ||||
Dividend payable percentage in proportion to increase in market value of one ordinary share during first year | 20.00% | ||||
Dividend payable price in proportion to increase in market value of ordinary share during first year | $ / shares | $ 10 | ||||
Dividends declared date | Feb. 1, 2021 | ||||
Stock dividend payment (shares) | 2,474,421 | ||||
Dividends paid date | Feb. 4, 2021 | ||||
Stock dividend payment (amount) | $ | $ 31.4 | ||||
Number of trading days | 10 days | ||||
Series A Founder Preferred Shares | Minimum | |||||
Class Of Stock [Line Items] | |||||
Average price per ordinary share | $ / shares | $ 11.50 | ||||
Series A Founder Preferred Shares | Minimum | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Average price per ordinary share | $ / shares | $ 11.50 | ||||
Series B Founder Preferred Shares | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued | 1,386,033 | ||||
Preferred shares, no par value | $ / shares | |||||
Conversion basis of convertible preferred stock into ordinary shares after closing of transaction | one-for-one | ||||
Number of board of directors | Director | 2 | ||||
Series A Founder Preferred Shares and Series B Founder Preferred Shares | |||||
Class Of Stock [Line Items] | |||||
Percentage of shares outstanding threshold voting power | 20.00% | ||||
Class A Shares | |||||
Class Of Stock [Line Items] | |||||
Common shares outstanding | 58,425,000 | ||||
Common shares, no par value | $ / shares | |||||
Common shares issued | 58,425,000 | ||||
Common shares voting rights | one vote per share | ||||
Class A Shares | Landscape's Initial Placement | |||||
Class Of Stock [Line Items] | |||||
Common shares issued | 48,425,000 | ||||
Class A Shares | Centerbridge Subscription Agreement | |||||
Class Of Stock [Line Items] | |||||
Common shares issued | 10,000,000 | ||||
Class B Shares | |||||
Class Of Stock [Line Items] | |||||
Common shares outstanding | 11,414,030 | ||||
Common shares, no par value | $ / shares | |||||
Common shares issued | 11,414,030 | ||||
Common shares voting rights | one vote per share | ||||
Class B Shares | APW OpCo | |||||
Class Of Stock [Line Items] | |||||
Common shares outstanding | 5,389,030 | ||||
Beginning term to redeem common units after closing date | 180 days | ||||
Series A Rollover Profits Units | |||||
Class Of Stock [Line Items] | |||||
Potential class B common shares from series A roll over profit units | 5,389,030 | ||||
Series A Rollover Profits Units | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Rollover distribution of class B common units to holders of series A rollover profits units | 197,739 | ||||
Series B Rollover Profits Units | |||||
Class Of Stock [Line Items] | |||||
Common shares outstanding | 625,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Assumptions Used Calculating Issuance Date Fair Value (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Founder Preferred Dividend Rights | |
Class Of Stock [Line Items] | |
Number of securities issued | shares | 1,600,000 |
Share price | $ 10 |
Probability of winding-up | 16.70% |
Probability of an acquisition | 83.30% |
Time to an acquisition | 1 year 6 months |
Volatility (post-acquisition) | 38.68% |
Risk free interest rate | 2.26% |
Ordinary Share | Initial Public Offering | |
Class Of Stock [Line Items] | |
Share price | $ 10 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 09, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 83,421 | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 1,576 | |||
Unrecognized equity-based compensation cost | $ 757 | $ 757 | ||
Weighted average period for recognition of compensation cost | 1 year 1 month 6 days | |||
Share-based payment award, description | Restricted stock awards granted under the Equity Plan are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one Class A Share at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Generally, 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] | ||||
Vesting period | 5 years | |||
Share-based compensation | $ 591 | |||
Weighted average period for recognition of compensation cost | 4 years 3 months 18 days | |||
Options to purchase of ordinary shares | 125,000 | |||
Stock option exercise price per share | $ 11.50 | $ 7.84 | $ 7.84 | $ 11.50 |
Stock option estimated grant date fair value | $ 2.90 | $ 1.63 | ||
Expected term | 5 years | 6 years 6 months | ||
Volatility (post-acquisition) | 34.80% | 19.00% | ||
Risk free interest rate | 2.10% | 0.50% | ||
Fair value of awards | $ 363 | |||
Stock options granted | 3,014,000 | |||
Stock option exercise price per share | $ 7.67 | |||
Unrecognized compensation cost | $ 3,800 | $ 3,800 | ||
Digital Landscape 2020 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares based awards granted | 13,500,000 | 13,500,000 | ||
Number of share based awards available for grant | 3,764,538 | 3,764,538 | ||
Share based awards description | The Equity Plan will remain in effect for ten years following February 10, 2020, unless terminated earlier by the Board, and is subject to amendments as the Compensation Committee considers appropriate, subject to the consent of participants if such changes adversely affect the participant’s outstanding rights. Shareholder approval is required to increase the permitted dilution limits and change eligibility requirements. | |||
Time-Vesting Series A LTIP Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, vesting | 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 shares, vesting | 2,023,924 | |||
Vesting period | 7 years | |||
Series B LTIP Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, vesting | 1,386,033 | |||
Vesting period | 9 years | |||
Expected term | 9 years 10 months 24 days | |||
Volatility (post-acquisition) | 19.70% | |||
Risk free interest rate | 1.60% | |||
LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 11,403 | |||
Unrecognized equity-based compensation cost | $ 42,086 | $ 42,086 | ||
Weighted average period for recognition of compensation cost | 3 years 7 months 6 days |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Long Term Incentive Plan Units (Details) | 11 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Long Term Incentive Plan Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Nonvested, ending | shares | 6,786,033 |
Weighted-Average Grant-Date Fair Value, ending | $ / shares | $ 7.88 |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | shares | 5,400,000 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | $ 8.32 |
Series B LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | shares | 1,386,033 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | $ 6.17 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Fair Value of Long Term Incentive Plan Unit (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 7 years 10 months 24 days |
Expected volatility | 18.40% |
Risk-free interest rate | 1.50% |
Series B LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 9 years 10 months 24 days |
Expected volatility | 19.70% |
Risk-free interest rate | 1.60% |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Restricted Stock Awards (Details) - Restricted Stock | 11 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | shares | 283,492 |
Number of shares, Forfeited | shares | (22,063) |
Number of shares, Nonvested, ending | shares | 261,429 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | $ 9.01 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 10 |
Weighted-Average Grant-Date Fair Value, ending | $ / shares | $ 8.92 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Changes in Number of Common Shares Underlying Options (Details) - Stock Options $ / shares in Units, $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Outstanding beginning balance | shares | 125,000 |
Shares granted | shares | 3,014,000 |
Shares forfeited | shares | (326,000) |
Shares outstanding ending balance | shares | 2,813,000 |
Shares exercisable | shares | 125,000 |
Weighted-average exercise price outstanding beginning balance | $ / shares | $ 11.50 |
Weighted-average exercise price granted | $ / shares | 7.67 |
Weighted-average exercise price forfeited | $ / shares | 7.67 |
Weighted-average exercise price outstanding ending balance | $ / shares | 7.84 |
Weighted-average exercise price exercisable | $ / shares | $ 11.50 |
Aggregate intrinsic value outstanding | $ | $ 14,080 |
Aggregate intrinsic value exercisable | $ | $ 169 |
Basic and Diluted Income (Los_3
Basic and Diluted Income (Loss) per Common Share - Computation of Basic and Diluted Net Loss per Ordinary Share Using Two-class Method (Details) $ / shares in Units, $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: | |
Net loss attributable to Radius Global Infrastructure, Inc. common shareholders | $ (182,091) |
Net loss attributable to Radius Global Infrastructure, Inc. common shareholders | $ (182,091) |
Denominator: | |
Weighted average shares outstanding - basic and diluted | shares | 58,425,000 |
Basic and diluted loss per common share | $ / shares | $ (3.12) |
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) | 11 Months Ended |
Dec. 31, 2020shares | |
Series A Founder Preferred Shares | |
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 |
Warrants | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 16,675,000 |
Stock Options | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 2,813,000 |
Restricted Stock | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 261,429 |
LTIP Units | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 6,786,033 |
Geographic Data and Concentra_3
Geographic Data and Concentration - Schedule of Revenues and Total Assets in Geographic Locations (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 6,836 | $ 62,923 | $ 55,706 |
Assets | 1,428,230 | 532,809 | |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 1,775 | 14,880 | 15,820 |
Assets | 561,992 | 156,541 | |
United Kingdom | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 1,927 | 17,126 | 15,267 |
Assets | 269,394 | 125,126 | |
Italy | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Assets | 197,659 | 38,485 | |
Other Foreign Countries | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 3,134 | 30,917 | 24,619 |
Assets | $ 399,185 | $ 212,657 |
Geographic Data and Concentra_4
Geographic Data and Concentration - Schedule of Revenue Concentration with In-Place Tenants (Details) - Customer Concentration Risk - Revenue Concentration | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue concentration | 100.00% | 100.00% | 100.00% |
American Tower | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue concentration | 13.00% | 13.00% | 13.00% |
Other (Less than 10% Individually) | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue concentration | 87.00% | 87.00% | 87.00% |
Management Incentive Plan - Add
Management Incentive Plan - Additional Information (Details) - Management Carve Out Plan | 1 Months Ended | 12 Months Ended | |
Feb. 09, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020Plan | |
Incentive Distribution, Managing Member or General Partner [Abstract] | |||
Number of incentive plans | Plan | 2 | ||
Management incentive expense - nonrecourse loans issued | $ | $ 0 | $ 893,000 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended |
Feb. 09, 2020 | Dec. 31, 2020 | |
Loans And Leases Receivable Disclosure [Line Items] | ||
Advances under notes receivable | $ 17,500 | $ 2,500 |
Promissory Note Agreement | ||
Loans And Leases Receivable Disclosure [Line Items] | ||
Advances under notes receivable | $ 17,500 | $ 2,500 |