Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 3 Bala Plaza East | |
Entity Address, Address Line Two | Suite 502 | |
Entity Address City Or Town | Bala Cynwyd | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 19004 | |
City Area Code | 610 | |
Local Phone Number | 660-4910 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,723,937 | |
Entity Interactive Data Current | Yes | |
Security12b Title | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 374,039 | $ 99,896 |
Restricted cash | 1,926 | 1,614 |
Trade receivables, net | 7,681 | 7,829 |
Prepaid expenses and other current assets | 21,808 | 17,352 |
Total current assets | 405,454 | 126,691 |
Real property interests, net: | ||
Right-of-use assets - finance leases, net | 279,455 | 237,862 |
Telecom real property interests, net | 1,094,610 | 851,529 |
Real property interests, net | 1,374,065 | 1,089,391 |
Intangible assets, net | 7,447 | 5,880 |
Property and equipment, net | 1,572 | 1,382 |
Goodwill | 80,509 | 80,509 |
Deferred tax asset | 310 | 1,173 |
Restricted cash, long-term | 38,953 | 113,938 |
Other long-term assets | 9,038 | 9,266 |
Total assets | 1,917,348 | 1,428,230 |
Current liabilities: | ||
Accounts payable and accrued expenses | 33,969 | 30,854 |
Rent received in advance | 23,511 | 19,587 |
Finance lease liabilities, current | 10,465 | 9,920 |
Telecom real property interest liabilities, current | 4,375 | 5,749 |
Total current liabilities | 72,320 | 66,110 |
Finance lease liabilities | 24,206 | 23,925 |
Telecom real property interest liabilities | 13,066 | 11,813 |
Long-term debt, net of debt discount and deferred financing costs | 1,123,134 | 728,473 |
Deferred tax liability | 56,948 | 57,137 |
Other long-term liabilities | 9,057 | 8,704 |
Total liabilities | 1,298,731 | 896,162 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Additional paid-in capital | 846,078 | 673,955 |
Accumulated other comprehensive income (loss) | (15,383) | 15,768 |
Accumulated deficit | (263,795) | (213,237) |
Total stockholders’ equity attributable to Radius Global Infrastructure, Inc. | 566,908 | 476,486 |
Noncontrolling interest | 51,709 | 55,582 |
Total liabilities and stockholders’ equity | 1,917,348 | 1,428,230 |
Series A Founder Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock | ||
Series B Founder Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock | ||
Class A Common Stock | ||
Stockholders’ equity: | ||
Common Stock | $ 8 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares issued | 1,600,000 | |
Series A Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 | 1,600,000 |
Common stock, shares, outstanding | 0 | |
Series B Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,386,033 | 1,386,033 |
Preferred stock, shares issued | 1,386,033 | 1,386,033 |
Preferred stock, shares outstanding | 1,386,033 | 1,386,033 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,590,000,000 | 1,590,000,000 |
Common stock, shares, issued | 75,703,908 | 58,425,000 |
Common stock, shares, outstanding | 75,703,908 | 58,425,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 11,596,769 | 11,414,030 |
Common stock, shares, outstanding | 11,596,769 | 11,414,030 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Successor | Successor | Successor |
Revenue | $ 6,836 | $ 27,464 | $ 17,861 | $ 42,797 | $ 74,609 |
Cost of service | 34 | 549 | 200 | 375 | 1,357 |
Gross profit | 6,802 | 26,915 | 17,661 | 42,422 | 73,252 |
Operating expenses: | |||||
Selling, general and administrative | 4,344 | 18,980 | 14,231 | 42,915 | 53,235 |
Share-based compensation | 3,878 | 4,072 | 79,173 | 11,823 | |
Amortization and depreciation | 2,584 | 16,828 | 11,683 | 30,512 | 46,483 |
Impairment - decommissions | 530 | 386 | 1,462 | 2,059 | 2,780 |
Total operating expenses | 7,458 | 40,072 | 31,448 | 154,659 | 114,321 |
Operating loss | (656) | (13,157) | (13,787) | (112,237) | (41,069) |
Other income (expense): | |||||
Realized and unrealized gain (loss) on foreign currency debt | 11,500 | 16,540 | (18,138) | (17,408) | 27,485 |
Interest expense, net | (3,623) | (12,330) | (7,499) | (16,821) | (33,584) |
Other income (expense), net | (277) | (54) | 987 | 1,362 | (1,933) |
Gain on extinguishment of debt | 1,264 | ||||
Total other income (expense), net | 7,600 | 4,156 | (24,650) | (31,603) | (8,032) |
Income (loss) before income tax expense | 6,944 | (9,001) | (38,437) | (143,840) | (49,101) |
Income tax expense (benefit) | 767 | (92) | 3,455 | 4,884 | 5,330 |
Net income (loss) | $ 6,177 | (8,909) | (41,892) | (148,724) | (54,431) |
Net loss attributable to noncontrolling interest | (452) | (3,373) | (6,347) | (3,873) | |
Net loss attributable to stockholders | (8,457) | (38,519) | (142,377) | (50,558) | |
Stock dividend payment to holders of Series A Founders Preferred Stock | (31,391) | ||||
Net loss attributable to common stockholders | $ (8,457) | $ (38,519) | $ (142,377) | $ (81,949) | |
Loss per common share: | |||||
Basic and diluted | $ (0.11) | $ (0.66) | $ (2.44) | $ (1.21) | |
Weighted average common shares outstanding: | |||||
Basic and diluted | 75,595,090 | 58,425,000 | 58,425,000 | 67,992,054 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Successor | Successor | Successor |
Net income (loss) | $ 6,177 | $ (8,909) | $ (41,892) | $ (148,724) | $ (54,431) |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustment | (7,165) | (21,503) | 8,817 | (4,900) | (31,151) |
Comprehensive loss | $ (988) | $ (30,412) | $ (33,075) | $ (153,624) | $ (85,582) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/MEMBERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Total | Common Units | Series A Founder Preferred Stock | Series B Founder Preferred Stock | Class B Common Stock | Class A Common Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest | Common Stock | Additional Paid-in Capital |
Balance at Dec. 31, 2019 | $ (115,336) | $ 85,347 | $ 33,672 | $ (25,472) | $ (208,883) | ||||||
Balance, shares at Dec. 31, 2019 | 20,000,000 | 4,003,603 | |||||||||
Foreign currency translation adjustment | (7,165) | (7,165) | |||||||||
Net income (loss) | 6,177 | 6,177 | |||||||||
Balance at Feb. 09, 2020 | 559,388 | (31,146) | $ 590,534 | ||||||||
Balance, shares at Feb. 09, 2020 | 20,000,000 | 1,600,000 | 4,003,603 | 58,425,000 | |||||||
Balance at Feb. 09, 2020 | (116,324) | $ 85,347 | $ 33,672 | (32,637) | (202,706) | ||||||
Issuances of shares in APW Acquisition | 64,193 | $ 64,193 | |||||||||
Issuances of shares in APW Acquisition, shares | 6,014,030 | ||||||||||
Share-based compensation | 79,173 | 79,173 | |||||||||
Share-based compensation, shares | 1,386,033 | 5,400,000 | |||||||||
Foreign currency translation adjustment | (4,900) | (4,900) | |||||||||
Net income (loss) | (148,724) | (142,377) | (6,347) | ||||||||
Balance at Sep. 30, 2020 | 549,130 | (4,900) | (173,523) | 57,846 | 669,707 | ||||||
Balance, shares at Sep. 30, 2020 | 1,600,000 | 1,386,033 | 11,414,030 | 58,425,000 | |||||||
Balance, shares at Jun. 30, 2020 | 1,600,000 | 1,386,033 | 11,414,030 | 58,425,000 | |||||||
Balance at Jun. 30, 2020 | 578,133 | (13,717) | (135,004) | 61,219 | 665,635 | ||||||
Share-based compensation | 4,072 | 4,072 | |||||||||
Foreign currency translation adjustment | 8,817 | 8,817 | |||||||||
Net income (loss) | (41,892) | (38,519) | (3,373) | ||||||||
Balance at Sep. 30, 2020 | 549,130 | (4,900) | (173,523) | 57,846 | 669,707 | ||||||
Balance, shares at Sep. 30, 2020 | 1,600,000 | 1,386,033 | 11,414,030 | 58,425,000 | |||||||
Balance, shares at Dec. 31, 2020 | 1,600,000 | 1,386,033 | 11,414,030 | 58,425,000 | |||||||
Balance at Dec. 31, 2020 | 532,068 | 15,768 | (213,237) | 55,582 | 673,955 | ||||||
Issuance of shares as stock dividend to holders of Series A Founder Preferred Stock, shares | 197,739 | 2,474,421 | |||||||||
Issuances of common shares | 201,881 | $ 8 | 201,873 | ||||||||
Issuances of common shares, shares | 14,457,588 | ||||||||||
Equity issuance costs | (8,539) | (8,539) | |||||||||
Purchase of capped call options | (33,221) | (33,221) | |||||||||
Exercise of warrants | 55 | 55 | |||||||||
Exercise of warrants, shares | 4,778 | ||||||||||
Exercise of stock options | 132 | 132 | |||||||||
Exercise of stock options, shares | 17,200 | ||||||||||
Share-based compensation | 11,823 | 11,823 | |||||||||
Share-based compensation, shares | 309,921 | ||||||||||
Issuance of shares upon redemption of Series A LTIP Units, shares | (15,000) | 15,000 | |||||||||
Foreign currency translation adjustment | (31,151) | (31,151) | |||||||||
Net income (loss) | (54,431) | (50,558) | (3,873) | ||||||||
Balance at Sep. 30, 2021 | 618,617 | (15,383) | (263,795) | 51,709 | $ 8 | 846,078 | |||||
Balance, shares at Sep. 30, 2021 | 1,600,000 | 1,386,033 | 11,596,769 | 75,703,908 | |||||||
Balance, shares at Jun. 30, 2021 | 1,600,000 | 1,386,033 | 11,611,769 | 75,684,862 | |||||||
Balance at Jun. 30, 2021 | 678,324 | 6,120 | (255,338) | 52,161 | $ 8 | 875,373 | |||||
Purchase of capped call options | (33,221) | (33,221) | |||||||||
Exercise of warrants | 46 | 46 | |||||||||
Exercise of warrants, shares | 3,846 | ||||||||||
Exercise of stock options | 2 | 2 | |||||||||
Exercise of stock options, shares | 200 | ||||||||||
Share-based compensation | 3,878 | 3,878 | |||||||||
Issuance of shares upon redemption of Series A LTIP Units, shares | (15,000) | 15,000 | |||||||||
Foreign currency translation adjustment | (21,503) | (21,503) | |||||||||
Net income (loss) | (8,909) | (8,457) | (452) | ||||||||
Balance at Sep. 30, 2021 | $ 618,617 | $ (15,383) | $ (263,795) | $ 51,709 | $ 8 | $ 846,078 | |||||
Balance, shares at Sep. 30, 2021 | 1,600,000 | 1,386,033 | 11,596,769 | 75,703,908 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 6,177 | $ (148,724) | $ (54,431) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Amortization and depreciation | 2,584 | 30,512 | 46,483 |
Amortization of finance lease and telecom real property interest liabilities discount | 213 | 1,157 | 1,019 |
Impairment - decommissions | 530 | 2,059 | 2,780 |
Realized and unrealized loss (gain) on foreign currency debt | (11,500) | 17,408 | (27,485) |
Amortization of debt discount and deferred financing costs | 280 | 80 | 1,029 |
Provision for bad debt expense | 26 | 238 | 265 |
Share-based compensation | 79,173 | 11,823 | |
Deferred income taxes | 339 | 2,123 | 2,170 |
Gain on extinguishment of debt | (1,264) | ||
Change in assets and liabilities: | |||
Trade receivables, net | (682) | 2,463 | (768) |
Prepaid expenses and other assets | 935 | (740) | (3,990) |
Accounts payable, accrued expenses and other long-term liabilities | (4,605) | (16,199) | 3,903 |
Rent received in advance | 2,251 | 922 | 4,897 |
Net cash used in operating activities | (3,452) | (30,792) | (12,305) |
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) | (72,823) | (354,008) |
Advances on note receivable | (17,500) | (2,500) | |
Payment received on note receivable | 20,000 | ||
Purchases of property and equipment | (40) | (296) | (582) |
Net cash used in investing activities | (22,604) | (332,684) | (354,590) |
Cash flows from financing activities: | |||
Borrowings under debt agreements | 160,475 | 433,440 | |
Repayments of term loans and other debt | (250) | (48,025) | (166) |
Purchase of capped call options | (33,221) | ||
Debt issuance costs | (3,692) | (12,986) | |
Proceeds from issuance of common stock, net of issuance costs | 191,461 | ||
Proceeds from exercises of stock options and warrants | 187 | ||
Repayments of finance lease and telecom real property interest liabilities | (3,149) | (9,003) | (11,862) |
Net cash provided by (used in) financing activities | (3,399) | 99,755 | 566,853 |
Net change in cash and cash equivalents and restricted cash | (29,455) | (263,721) | 199,958 |
Effect of change in foreign currency exchange rates on cash, cash equivalents and restricted cash | (232) | (980) | (488) |
Cash and cash equivalents and restricted cash at beginning of period | 588,628 | 215,448 | |
Cash and cash equivalents and restricted cash at beginning of period | 78,046 | 48,359 | |
Cash and cash equivalents and restricted cash at end of period | 588,628 | 323,927 | 414,918 |
Cash and cash equivalents and restricted cash at end of period | 48,359 | ||
Supplemental disclosure of cash and non-cash transactions: | |||
Cash paid for interest | 4,684 | 15,039 | 30,666 |
Cash paid for income taxes | $ 1,112 | $ 2,222 | $ 1,884 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 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 a holding company that, as of September 30, 2021, owned approximately 93% of APW OpCo LLC ( “APW OpCo”), which is the parent of AP WIP Investments Holdings, LP (“AP Wireless”), one of the largest international aggregators of rental streams underlying wireless and other digital infrastructure sites through the acquisition of telecom real property interests and contractual rights. The Company typically purchases, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower or antennae, or other digital infrastructure (each such lease, a “Tenant Lease”). Typically, the Company acquires the rental stream by way of a purchase of a real property interest in the land underlying the wireless tower antennae or other digital infrastructure. These are most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provides the Company the right to receive the rents from the Tenant Lease. In addition, the Company purchases contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right. 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 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 “APW Acquisition”. In connection with the closing of the APW Acquisition, Landscape changed its name to Digital Landscape Group, Inc. Upon completion of the APW Acquisition, on the Closing Date, the Company acquired a controlling interest in APW OpCo, the indirect parent of AP WIP Investments. The APW Acquisition 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 APW Acquisition, the Company owned 91.8% of APW OpCo. The remaining interest in APW OpCo was owned by certain Radius executive officers and former partners of Associated Partners, L.P. (“Associated Partners”), the selling party in the APW Acquisition. 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 (collectively, the “Continuing OpCo Members”). As a result, the AP Wireless business was and continues to be 100% owned by the Company and the Continuing OpCo Members. 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 Ordinary Shares automatically converted by operation of law into shares (“Class A Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and on October 5, 2020, the Class A Common Stock began trading on the Nasdaq Global Market under the symbol “RADI”. Accordingly, for disclosures of historical transactions involving the Company’s common equity pertaining to periods prior to October 2, 2020 (the date of the Domestication), references are made in the notes to the condensed consolidated financial statements to “Ordinary Shares”, the legal form of the Company’s common equity prior to October 2, 2020. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 APW Acquisition, to AP WIP Investments and its subsidiaries and, for periods after the completion of the APW Acquisition, to Radius Global Infrastructure, Inc. and its subsidiaries, including AP WIP Investments and its subsidiaries. As a result of the APW Acquisition , for accounting purposes, the Company wa s the acquirer and AP WIP Investments wa s the acquiree and accounting p redecessor to Radius , as Landscape had no operations prior to the APW Acquisition . Accordingly, the financial statement presentation includes the condensed consolidated financial statements of AP WIP Investments as “Predecessor” for periods prior to the Closing Date and Radius as “Successor” for periods including and after the Closing Date, including the consolidation of AP WIP Investments and its subsidiaries. As more fully described in Note 3, the APW Acquisition 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 , (“ASC 805”). The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For the Successor period from February 10, 2020 to September 30, 2020 and all periods thereafter, Radius consolidated the financial position and results of operations of AP WIP Investments and its subsidiaries. For the Predecessor period, the condensed consolidated financial statements include the accounts of AP WIP Investments and its subsidiaries, as well as a variable interest entity. The condensed 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 for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the entire year. Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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. 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 certain of its loan agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows is as follows: Successor Predecessor September 30, 2021 December 31, 2020 February 9, 2020 Cash and cash equivalents $ 374,039 $ 99,896 $ 33,333 Restricted cash 1,926 1,614 2,642 Restricted cash, long term 38,953 113,938 12,384 Total cash and cash equivalents and restricted cash $ 414,918 $ 215,448 $ 48,359 Fair Value Measurements The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed 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 approximated fair value due to their short‑term nature. As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s debt and lease and other leasehold interest liabilities approximated their fair values, as these obligations bear interest at rates currently available for debt with similar maturities and collateral requirements. For each asset or liability being valued, the inputs to the valuation technique used to measure fair value are ranked by the Company according to their market price observability as being one of the following levels: 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 tenant’s 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 condensed consolidated statements of operations. The allowance for doubtful accounts was $1,046 and $837 at September 30, 2021 and December 31, 2020, respectively. Real Property Interests The Company’s core business is to contract for the purchase of telecom real property interests and contractual rights, typically as leasehold interests or fee simple interests, either through an up-front payment or on an installment basis from property owners who have leased their property to companies that own digital telecommunications infrastructure assets. The costs of acquiring a real property interest are recorded either as a right-of-use asset, if the arrangement is determined to be a lease at the inception of the agreement under ASC Topic 842, Leases 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. L ease liabilities are recorded 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. 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, and the finance lease expense resulting from the amortization of the finance lease right-of-use assets is recognized in amortization and depreciation in the condensed consolidated statements of operations. 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 wireless or digital infrastructure asset’s estimated economic life. 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 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 wireless communication sites for which impairment charges were recorded in Impairment – decommissions in the condensed consolidated statements of operations. Operating Leases Rights and obligations under operating leases are primarily 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 condensed consolidated balance sheet. The Company records lease expense for operating leases on a straight-line basis over the lease term. 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 nine months ended September 30, 2021. Revenue Recognition The Company receives rental payments from in‑place tenants of wireless communication sites under operating lease agreements, classified as operating leases under ASC 842. 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 typically 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 September 30, 2021 and December 31, 2020, the Company’s rent received in advance was $23,511 and $19,587, 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 APW Acquisition, 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 benefit obligations and penalties as a component of income tax expense in the accompanying condensed consolidated statements of operations. Share-based compensation In accordance with ASC Topic 718, Compensation – Stock Compensation Basic and Diluted Earnings (Loss) 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 Stock (as defined in Note 11) are participating securities as the Series A Founder Preferred Stock 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 Stock 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 Stock 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 Stock are not contractually obligated to share in the Company’s losses. Diluted earnings per common share is calculated by dividing the net income allocable to common stockholders of Radius by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock, which are comprised of the participating preferred stock, the Warrants, stock options, LTIP Units (as defined in Note 12), restricted shares and the shares that could be issued upon conversion of the Company’s convertible debt. The capped call options in connection with the issuance of the convertible notes are excluded from the calculation of diluted earnings per share as their impact is always anti-dilutive. 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 stockholders of Radius. Segment Reporting The Company operates in one reportable segment which focuses on aggregating rental streams underlying wireless and other digital infrastructure sites through the acquisition of telecom real property interests and contractual rights. 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 condensed 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. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the reporting currency using the exchange rate prevailing at the balance sheet date, while revenue and expenses are translated at the average exchange rates during the period. Foreign exchange gains and losses arising from translation are included in accumulated other comprehensive income (loss) in the condensed consolidated balance sheet. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
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 Radius. Following completion of the APW Acquisition 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 condensed 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” (the “Class B Common Units”) pursuant to the Second Amended and Restated Limited Liability Company Agreement of APW OpCo, dated as of July 31, 2020, by and between its Members (as defined therein) and the Company (the “APW OpCo LLC Agreement”), 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 condensed 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 per share. 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 fair value of the real property interests, which consisted of right-of-use assets under finance leases and telecom real property 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 APW Acquisition 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): Three Months Ended September 30, Nine Months Ended September 30, 2020 2020 Revenue $ 17,861 $ 49,633 Net loss $ (39,437 ) $ (74,384 ) |
Real Property Interests
Real Property Interests | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Real Property Interests | 4 . Real Property Interests Real property interests, net consisted of the following: September 30, 2021 December 31, 2020 Right-of-use assets – finance leases (1) $ 293,980 $ 244,885 Telecom real property interests (2) 1,164,241 886,679 1,458,221 1,131,564 Less accumulated amortization: Right-of-use assets - finance leases (14,525 ) (7,023 ) Telecom real property interests (69,631 ) (35,150 ) Real property interests, net $ 1,374,065 $ 1,089,391 (1) Effective with the adoption of ASC 842 on January 1, 2019, real property interests qualifying as leases are recorded as right-of-use assets. (2) Includes telecom real property interests acquired prior to the adoption of ASC 842 and all real property interest arrangements not qualifying as leases. 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. The agreements that provide for the leasehold interests typically are easement agreements or similar arrangements, which have stated terms up to 99 years and provide the Company with certain beneficial rights, but not obligations, with respect to the underlying Tenant Leases. The beneficial rights acquired include, principally, the right to receive the rental income related to the lease with the in‑place tenant, and in certain circumstances, additional rents. In most cases, the stated term of the leasehold interest is longer than the remaining term of the lease with the in‑place tenant, which provides the Company with the right and opportunity for renewals and extensions. In cases in which the Company acquires a leasehold interest, the Company is both a lessor and a lessee. Although the Company has the rights under the acquired leasehold interests over the duration of the entire term, 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 lease with the in-place tenant. Right-Of-Use Assets – Finance Leases and Related Liabilities For a real property interest arrangement determined to be a lease, the Company records a right-of-use asset and a lease liability. The weighted-average remaining lease term for leases classified as finance leases was 40.2 years and 38.2 years as of September 30, 2021 and December 31, 2020, respectively. The Company recorded finance lease expense and interest expense associated with finance lease liabilities in the condensed consolidated statements of operations as follows: Successor Predecessor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Period from January 1, 2020 to February 9, 2020 Finance lease expense $ 2,966 $ 8,209 $ 1,970 $ 4,394 $ 425 Interest expense – lease liability $ 228 $ 652 $ 152 $ 430 $ 95 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 Supplemental cash flow information related to finance leases for the respective periods was as follows: Successor Predecessor Nine months ended September 30, 2021 Period from February 10, 2020 to September 30, 2020 Period from January 1, 2020 to February 9, 2020 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 245 $ 99 $ 37 Financing cash flows from finance leases $ 7,193 $ 4,358 $ 845 Finance lease liabilities arising from obtaining right-of-use assets $ 10,384 $ 16,077 $ 1,346 Telecom Real Property 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 telecom real property interests, net in the condensed consolidated balance sheet. The recorded amount of the real property 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 telecom real property 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 telecom real property interest liabilities in the condensed consolidated balance sheets, the liabilities associated with telecom real property interests were initially measured at the present value of the unpaid payments. For telecom real property interests , amor tization expense was $ and $ for the three and nine months ended September 30 , 2021, respectively, $ for the three months ended September 30 , 2020, $ for the period from February 10 to September 30 , 2020 (Successor), and $ 2,031 for the period from January 1 to February 9, 2020 (Predecessor ). As of September 30 , 2021 , amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2021 $ 13,868 2022 55,198 2023 55,129 2024 55,129 2025 55,109 2026 54,921 Thereafter 805,256 $ 1,094,610 Maturities of finance lease liabilities and telecom real property interest liabilities as of September 30, 2021 were as follows: Finance Lease Telecom Real Property Interest Remainder of 2021 $ 3,370 $ 1,937 2022 9,648 3,234 2023 9,867 8,218 2024 5,324 3,797 2025 3,495 330 2026 2,463 294 Thereafter 2,878 422 Total lease payments 37,045 18,232 Less amounts representing future interest (2,374 ) (791 ) Total liability 34,671 17,441 Less current portion (10,465 ) (4,375 ) Non-current liability $ 24,206 $ 13,066 As of September 30, 2021 and December 31, 2020, the weighted average remaining contractual payment term for finance leases was 3.2 years |
Tenant Lease Rental Payments
Tenant Lease Rental Payments | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, 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: Remainder of 2021 $ 27,464 2022 98,194 2023 92,882 2024 89,624 2025 85,799 2026 82,178 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6 . Goodwill and Intangible Assets Goodwill at September 30, 2021 was based on the purchase price allocation pursuant to the APW Acquisition, which was based on a valuation performed to determine the fair value of the acquired assets as of the acquisition date. Goodwill recorded in APW Acquisition was $80,509 and no changes in the carrying amount of goodwill were recognized in the three and nine months ended September 30, 2021. Intangible assets subject to amortization consisted of the following: September 30, 2021 December 31, 2020 In-place lease intangible asset Gross carrying amount $ 9,505 $ 7,092 Less accumulated amortization: (2,058 ) (1,212 ) Intangible assets, net $ 7,447 $ 5,880 Amortization expense was $370 and $985 for the three and nine months ended September 30, 2021, respectively, $292 for the three months ended September 30, 2020, $767 for the period from February 10 to September 30, 2020 (Successor), and $77 for the period from January 1 to February 9, 2020 (Predecessor). As of September 30, 2021, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2021 $ 338 2022 1,145 2023 993 2024 855 2025 733 2026 638 Thereafter 2,745 $ 7,447 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2021 | |
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 condensed consolidated balance sheets representing operating lease right-of-use assets as of September 30, 2021 and December 31, 2020 totaled $3,906 and $4,183, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1,124 for the nine months ended September 30, 2021, $911 for the period from February 10 to September 30, 2020 (Successor), and $136 for the period from January 1 to February 9, 2020 (Predecessor). Included in selling, general and administrative expenses in the condensed consolidated statements of operations were operating lease expenses associated with right-of-use assets under operating leases of $362 and $1,124 for the three and nine months ended September 30, 2021, respectively, $431 for the three months ended September 30, 2020, $1,074 for the period from February 10 to September 30, 2020 (Successor), and $107 for the period from January 1 to February 9, 2020 (Predecessor). The current and noncurrent portions of operating lease liabilities are included in accounts payable and accrued liabilities and other long-term liabilities, respectively, in the condensed consolidated balance sheets. Maturities of operating lease liabilities as of September 30, 2021 were as follows: Operating Leases Remainder of 2021 $ 329 2022 1,251 2023 1,265 2024 821 2025 595 2026 48 Thereafter 34 Total lease payments 4,343 Less amounts representing future interest (402 ) Total liability 3,941 Less current portion (1,079 ) Non-current liability $ 2,862 The weighted-average remaining lease term for operating leases was 3.6 years and 4.0 years and the weighted-average incremental borrowing rate was 5.4% as of September 30, 2021 and December 31, 2020. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 8 . Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: September 30, 2021 December 31, 2020 Interest payable $ 7,007 $ 4,887 Accrued liabilities 2,714 4,799 Taxes payable 10,415 7,799 Payroll and related withholdings 6,045 7,043 Accounts payable 2,646 718 Professional fees accrued 2,889 3,234 Current portion of operating lease liabilities 1,079 1,354 Other 1,174 1,020 Total accounts payable and accrued expenses $ 33,969 $ 30,854 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9 . Debt Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: September 30, 2021 December 31, 2020 DWIP Loan Agreement $ 102,600 $ 102,600 Facility Agreement 528,888 547,677 DWIP II Loan Agreement 75,000 — Subscription Agreement 171,281 85,112 Convertible Notes 264,500 — Other debt 2,699 2,960 Less: unamortized debt discount and financing fees (21,834 ) (9,876 ) Debt, carrying amount $ 1,123,134 $ 728,473 Convertible Notes In September 2021, the Company issued convertible notes (the “Convertible Notes”) in an aggregate principal amount totaling $ 264,500 . The Convertible Notes are fully and unconditionally guaranteed by APW OpCo and are senior, unsecured obligations of the Company and APW OpCo . The Company issued the Convertible Notes pursuant to an indenture, among the Company, APW OpCo and U.S. Bank National Association, as trustee (the “Indenture”). The Convertible Notes bear interest at a fixed rate of 2.5% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. The Convertible Notes are convertible into cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election, and may be settled as described below. The Convertible Notes will mature on September 15, 2026 (the “Maturity Date”), unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to the close of business on the business day immediately preceding March 15, 2026, the Convertible Notes will be convertible at the option of the holders only under certain conditions and during certain periods. On or after March 15, 2026, until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their Convertible Notes, at their option at the conversion rate then in effect, irrespective of these conditions. Upon issuance, the conversion rate for the Convertible Notes initially was 44.2087 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $22.62 per share of Class A Common Stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the Convertible Notes, at its option, on or after September 20, 2024 and on or before the 61st scheduled trading day immediately prior to the Maturity Date, if certain liquidity conditions are satisfied and the last reported sale price of the Company’s Class A Common Stock has been at least 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) the trading day immediately preceding the date the Company provides such notice, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the Indenture). If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the Indenture). In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any Convertible Notes converted in connection with such fundamental changes by a specified number of shares of its Class A Common Stock. The Indenture provides for customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; breach of covenants or other agreements in the Indenture; defaults with respect to certain other indebtedness; and certain events of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture, either the trustee or the holders of at least 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the principal amount plus accrued and unpaid interest on such Convertible Notes to be immediately due and payable. The Convertible Notes are the Company’s and APW OpCo’s respective senior unsecured obligations and rank senior in right of payment to any of the Company’s and APW OpCo’s respective indebtedness that is expressly subordinated in right of payment to the Convertible Notes; rank equal in right of payment to any of the Company’s and APW OpCo’s respective indebtedness that is not so subordinated; be effectively junior in right of payment to any of the Company’s and APW OpCo’s respective secured indebtedness to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s non-guarantor subsidiaries. Capped Call Transactions In connection with the issuance of the Convertible Notes, the Company entered into privately-negotiated capped call transactions (the “Capped Call Transactions”). Under the Capped Call Transactions, the Company purchased capped call options that in aggregate relate to 100% of the total number of shares of the Company's common stock underlying the Convertible Notes, with a strike price approximately equal to the conversion price of the Convertible Notes and with an initial cap price equal to $34.80 per share, subject to certain adjustments under the terms of the Capped Call Transactions. The aggregate purchase price paid in the Capped Call Transactions was $33,221 and was recorded as a reduction to additional paid-in-capital in accordance with ASC 815-40, Contracts in Entity’s Own Equity Under the Capped Call Transactions, the capped call options allow the Company to receive shares of its common stock and/or cash from the option counterparties equal to the amounts of common stock and/or cash related to the excess of the market price per share of the common stock over the strike price of the capped call options during the relevant valuation period. Generally, the Capped Call Transactions are intended to reduce the potential dilution to the Company’s Class A Common Stock as a result of any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Call Transactions were separate transactions entered into by the Company with the option counterparties, are not part of the terms of the Convertible Notes and do not change the holders' rights under the Convertible Notes. DWIP Loan Agreement A subsidiary of the Company, AP WIP Holdings, LLC (“DWIP”), is the sole borrower under a loan agreement (the “DWIP Loan Agreement”) that provided funding for the Company’s U.S. operations in U.S. Dollars. The outstanding principal balance matures on October 16, 2023, though a portion or all of the principal balance can be repaid in an amount that also would include a prepayment premium of up to 2%. Borrowing under the DWIP Loan Agreement bear interest at a fixed rate of 4.25%. Under the DWIP Loan Agreement, escrow and collection account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets. Facility Agreement (up to £1,000,000) 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 an initial 10-year term. The Facility Agreement is uncommitted and has the objective of issuing notes that may be denominated in U.S. Dollars, Pound Sterling, Euros, Australian Dollars, or Canadian Dollars. Under the terms of the Facility Agreement, IWIP is the sole borrower. 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 condensed consolidated balance sheets. The loan is senior in right of payment to all other debt of IWIP. Through September 30, 2021, cumulative IWIP borrowings under the Facility Agreement consisted of €230,000 and £195,000, including borrowings of €75,000 and £55,000 made in August 2020 ($160,475 equivalent) that accrue interest at annual rates ranging from 2.97% to 3.74% and mature in August 2030 October 2027 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 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 and resulting in the recognition of a gain on the extinguishment of this obligation of $1,264 in the condensed consolidated statements of operations for the period from February 10 to September 30, 2020 (Successor). In April 2021, APW OpCo and DWIP II amended and restated the A&R Mezzanine Loan Agreement (the “DWIP II Loan Agreement”) to increase the borrowings thereunder to $75,000 and to modify the interest rate and the maturity date. Contemporaneously with entering into the DWIP II Loan Agreement and additional borrowing, APW OpCo transferred all of the rights to the loans and obligations under the DWIP II Loan Agreement to unrelated third-party lenders for an aggregate consideration of $75,000. Borrowings under the DWIP II Loan Agreement bear interest at 6% and shall be repaid in April 2023. Subscription Agreement (up to £250,000) In November 2019, AP WIP Investments Borrower, LLC, a subsidiary of AP WIP Investments (“AP WIP Investments Borrower”), entered into a subscription agreement (the “Subscription Agreement”) to borrow funds for working capital and other corporate purposes. AP WIP Investments is the guarantor of the loan, which is secured by AP Wireless’s direct equity interests in AP WIP Investments. The loan is senior in right of payment to all other debt of AP WIP Investments Borrower. The Subscription Agreement provides for funding up to £ 250,000 in the form of nine-year term loans consisting of tranches available in Euros, Pound Sterling and U.S. dollars, and requires a portion of the funding to be held in a debt service reserve account, which is presented in restricted cash in the condensed consolidated balance sheets. Through September 30, 2021, cumulative borrowings under the Subscription Agreement consisted of €145,000, including borrowings of €77,000 made in February 2021 ($94,000 equivalent) of interest-only notes that have a blended cash pay interest rate of 3.9% plus 1.75% payment-in-kind interest and mature in November 2028 November 2028 Commitment Letter On May 4, 2021, the Company entered into a commitment letter (the “Commitment Letter”) with Centerbridge Partners Real Estate Fund, LP., Centerbridge Partners Real Estate Fund SBS, LP. and Centerbridge Special Credit (collectively, the “Centerbridge Entities”) Debt Discount and Financing Costs In connection with the borrowings made under the Subscription Agreement in February 2021, the DWIP II Loan Agreement in April 2021 and the Convertible Notes in September 2021, deferred financing fees were incurred, totaling $1,780, $2,072, and $9,134, respectively. Amortization of debt discount and deferred financing costs, included in interest expense, net in the condensed consolidated statements of operations, was $515 and $1,029 for the three and nine months ended September 30, 2021, respectively, $52 for the three months ended September 30, 2020, $80 for the period from February 10 to September 30, 2020 (Successor), and $281 for the period from January 1 to February 9, 2020 (Predecessor). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10 . Income Taxes Income tax expense (benefit) was a benefit of $92 and expense of $5,330 for the three and nine months ended September 30, 2021, respectively. Income tax expense was $3,455 for the three months ended September 30, 2020, $4,884 for the period from February 10 to September 30, 2020 (Successor), and $767 for the period from January 1 to February 9, 2020 (Predecessor). For the nine months ended September 30, 2021, the effective tax rate was (10.9)%, compared to (3.4)% for the period February 10 through September 30, 2020 (Successor) and 11.0% for the period January 1 through February 9, 2020 (Predecessor). The Company’s recorded income tax expense in relation to its pre-tax income or loss was lower than an amount that would result from applying the applicable statutory tax rates to such income or loss in each period, primarily due to limitations on the recognition of tax benefits as a result of full valuation allowances maintained in several taxing jurisdictions. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 1 1 . Stockholders’ Equity Founder Preferred Stock The “Founder Preferred Stock” consists of Series A Founder Preferred Stock and Series B Founder Preferred Stock. Series A Founder Preferred Stock 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 shares of Series A Founder Preferred Stock, no In addition to providing long-term capital, the Series A Founder Preferred Stock was 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 APW Acquisition 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 Stock 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 per share and the average price per share, multiplied by (ii) such number of outstanding Class A Shares immediately following the APW Acquisition, which totaled 58,425,000 shares (“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 Stock. 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 Stock 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 APW Acquisition, should the Company pay a dividend on its Class A Shares, the Series A Founder Preferred Stock 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 Stock 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 APW Acquisition, the Series A Founder Preferred Stock 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 Stock may require some or all of such holder’s Series A Founder Preferred Stock to be converted into an equal number of Class A Shares, as adjusted. Also, in connection with the APW Acquisition, the holders of Series A Founder Preferred Stock entered into the 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 Stock 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 Stock was then recognized upon the consummation of the APW Acquisition. The fair value of the Series A Founder Preferred Stock, $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 Stock, 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 Stock over the price paid by the founders for these shares and was recorded as share-based compensation expense in the accompanying condensed 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 % Stock Dividend on Series A Founder Preferred Stock 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 $31,391, 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 of approximately $12.69 and $10.00 per share, multiplied by the number of Class A Shares outstanding immediately following the APW Acquisition. Series B Founder Preferred Stock In connection with the APW Acquisition, the Company issued a total of 1,386,033 Series B Founder Preferred Stock, par value $0.0001 per share (“Series B Founder Preferred Stock”), to certain executive officers and were issued in tandem with LTIP Units (as defined in Note 12). Each holder of Series B Founder Preferred Stock is entitled to a number of votes equal to the number of Class A Shares and shares (“Class B Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), respectively, into which each share of Series B Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote. The Series B Founder Preferred Stock does 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 Stock will automatically convert into Class B Shares on a one-for-one basis, as adjusted. A holder of Series B Founder Preferred Stock may require some or all of his Series B Founder Preferred Stock to be converted into an equal number of Class B Shares, as adjusted. Founder Preferred Stock – 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 APW Acquisition (the “Shareholder Agreement”) in aggregate hold 20% or more of the issued and outstanding Series A Founder Preferred Stock and Series B Founder Preferred Stock, the holders of a majority in voting power of the outstanding Founder Preferred Stock, voting or consenting together as a single class, will be entitled, at any meeting of the holders of the outstanding Founder Preferred Stock held for the election of directors or by consent in lieu of a meeting of the holders of the outstanding Founder Preferred Stock, to: • elect four 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 Stock and two of the Founder Directors will be appointed by holders of the Series B Founder Preferred Stock. Additionally, the holders of the Series B Founder Preferred Stock have the right to appoint the majority of the members of the nominating and governance committee of the Board. Class A Common Stock Each holder of Class A Common Stock 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 stock. On May 11, 2021, the Company entered into an agreement to issue and sell an aggregate of 14,336,918 Class A Shares to certain institutional investors at a purchase price of $13.95 per Class A Share, for aggregate gross proceeds of $200.0 million. Total net offering proceeds to the Company were approximately $191.5 million after deducting placement agent fees and offering expenses. Additionally, the Company issued 120,670 Class A Shares on June 3, 2021 at a per share price of $15.59 in connection with an acquisition of a company, which had in-place Tenant Leases associated with owned wireless infrastructure assets that, upon their acquisition, were recorded in real property interests, net and intangible assets, net in the condensed consolidated balance sheet. Class B Common Stock The Class B Shares were issued to (i) the Continuing OpCo Members on the Closing Date pursuant to the APW Acquisition 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 Common Stock. Class B Shares are deemed to be non-economic interests. The holders of Class B Common Stock 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 Common Stock 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 Stock (or other series or class of Preferred Stock 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. 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 (described below), which are held in tandem with Class B Shares, was made to the holders of the Series A Rollover Profits Units (described below). Accordingly, the stock dividend resulted in the issuance of 197,739 shares of Class B Common Stock to these holders concurrently with the stock dividend on Series A Founder Preferred Stock. 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 Stock (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 APW Acquisition and now entitles a holder of a Warrant to purchase for cash 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. As of September 30, 2021, the total number of Warrants outstanding was 50,010,664 in respect of 16,670,221 Class A Shares. 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 September 30, 2021, the portion of APW OpCo not owned by Radius was approximately 6.7%, representing the noncontrolling interest. Class B Common Units The Class B Common Units are held in tandem with Class B Shares. 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 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 Stock. Concurrently with any dividend to holders of Series A Founder Preferred Stock, 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 Stock. 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 Stock into Class A Shares, and (ii) the date on which there are no Series A Founder Preferred Stock outstanding. The Company’s payment of the stock dividend on the Series A Founder Preferred Stock in February 2021 resulted in a rollover distribution of 197,739 Class B Common Units to the holders of the Series A Rollover Profits Units. Series B Rollover Profits Units Series B Rollover Profits Units became equitized when such holders’ capital accounts maintained for federal income tax purposes exceeded a predetermined threshold. Once equitized, a Series B Rollover Profits Unit is treated for all purposes as one Class B Common Unit, subject to meeting vesting conditions. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 1 2 . 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 Common Stock, Class B Common Stock, or Series B Founder Preferred Stock) 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 Stock. Each Class B Share available under the Equity Plan may be granted only 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 Stock, and each share of Series B Founder Preferred Stock available under the Equity Plan may be granted only in tandem with units designated as “Series B LTIP Units” pursuant to the APW OpCo LLC Agreement. As of September 30, 2021, there were approximately 2,893,146 share-based awards collectively available for grant under the Equity Plan. The Equity Plan will remain in effect until February 10, 2030, 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 On February 10, 2020, the Company granted each executive officer of the Company an initial award (each, an “Initial Award”) of Series A LTIP Units and/or Series B LTIP Units (the “LTIP Units”) and, in tandem with LTIP Units, an equal number of Class B Shares and/or shares of Series B Founder Preferred Stock (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 five-year 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 changes in the LTIP Units for the three months ended September 30, 2021 is presented below: Series A LTIP Units Series B LTIP Units Outstanding at December 31, 2020 5,400,000 1,386,033 Granted — — Exercised (15,000 ) — Outstanding at September 30, 2021 5,385,000 1,386,033 Exercisable at September 30, 2021 840,504 372,358 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. The weighted-average grant date fair values for each LTIP unit and the assumptions used in the determinations thereof were as follows: Series A LTIP Units Series B LTIP Units Weighted-average grant date fair value $ 8.32 $ 6.17 Expected term 7.9 years 9.9 years Expected volatility 18.4 % 19.7 % Risk-free interest rate 1.5 % 1.6 % For the three and nine months ended September 30, 2021, for the three months ended September 30, 2020, and for the period from February 10 to September 30, 2020 (Successor), the Company recognized share-based compensation expense of $3,313, $9,939, $3,313 and $8,090, respectively, for LTIP Units. As of September 30, 2021, there was $32,147 of total unrecognized compensation cost related to the LTIP Units granted, which is expected to be recognized over a weighted-average period of 2.9 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 generally 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 changes in the Company’s nonvested restricted stock awards for the nine months ended September 30, 2021 is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at December 31, 2020 261,429 $ 8.92 Granted 48,492 $ 13.92 Vested (214,629 ) $ (9.16 ) Forfeited — — Nonvested at September 30, 2021 95,292 $ 10.93 For the three and nine months ended September 30, 2021, for the three months ended September 30, 2020, and for the period from February 10 to September 30, 2020 (Successor), the Company recognized share-based compensation expense of $ , $ 890 , $ 560 and $ , respectively, for restricted stock awards. As of September 30 , 2021 , there was $ 541 of total unrecognized compensation cost related to restricted stock awards granted as of September 30 , 2021 . The total cost is expected to be recognized over a weighted-average period of 1 . 7 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 APW Acquisition. 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 condensed consolidated statement of operations and as an increase of additional paid-in capital upon consummation of the APW Acquisition. During the nine months ended September 30, 2021, 904,000 stock options were granted to employees of the Company at a weighted-average exercise price of $14.49 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 $4.14 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 – 26.2%; and risk-free interest rate – 1.0%. For the three and nine months ended September 30, 2021, for the three months ended September 30, 2020 and for the period from February 10 to September 30, 2020 (Successor), the Company recognized share-based compensation expense of $367, $994, $198 and $268, respectively, for stock options granted to employees. As of September 30, 2021, there was $6,387 of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 4.1 years. The following table summarizes the changes in the number of common shares underlying options for the nine months ended September 30, 2021: Shares Weighted- Average Exercise Price Outstanding at December 31, 2020 2,813,000 $ 7.84 Granted 904,000 $ 14.49 Exercised (17,200 ) $ 7.63 Forfeited (81,100 ) $ 8.76 Outstanding at September 30, 2021 3,618,700 $ 9.49 Exercisable at September 30, 2021 625,400 $ 8.41 |
Basic and Diluted Income (Loss)
Basic and Diluted Income (Loss) per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Income (Loss) per Common Share | 1 3 . Basic and Diluted Income (Loss) per Common Share The following table sets forth the computation of basic and diluted net loss per common share using the two-class method: Successor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Numerator: Net loss attributable to stockholders $ (8,457 ) $ (50,558 ) $ (38,519 ) $ (142,377 ) Stock dividend payment to holders of Series A Founder Preferred Stock — (31,391 ) — — Net loss attributable to common stockholders $ (8,457 ) $ (81,949 ) $ (38,519 ) $ (142,377 ) Denominator: Weighted average common shares outstanding - basic and diluted 75,595,090 67,992,054 58,425,000 58,425,000 Basic and diluted loss per common share $ (0.11 ) $ (1.21 ) $ (0.66 ) $ (2.44 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: Successor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 1,600,000 1,600,000 Warrants 16,670,221 16,670,221 16,675,000 16,675,000 Stock options 3,618,700 3,618,700 2,752,000 2,752,000 Restricted stock 95,292 95,292 257,579 257,579 LTIP Units 6,771,033 6,771,033 6,786,033 6,786,033 Convertible notes 11,693,192 11,693,192 — — |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . 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 condensed consolidated financial position, results of operations or liquidity. |
COVID-19 Pandemic
COVID-19 Pandemic | 9 Months Ended |
Sep. 30, 2021 | |
Extraordinary And Unusual Items [Abstract] | |
COVID-19 Pandemic | 1 5 . COVID-19 Pandemic The outbreak of COVID-19 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) | 9 Months Ended |
Sep. 30, 2021 | |
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 APW Acquisition, to AP WIP Investments and its subsidiaries and, for periods after the completion of the APW Acquisition, to Radius Global Infrastructure, Inc. and its subsidiaries, including AP WIP Investments and its subsidiaries. As a result of the APW Acquisition , for accounting purposes, the Company wa s the acquirer and AP WIP Investments wa s the acquiree and accounting p redecessor to Radius , as Landscape had no operations prior to the APW Acquisition . Accordingly, the financial statement presentation includes the condensed consolidated financial statements of AP WIP Investments as “Predecessor” for periods prior to the Closing Date and Radius as “Successor” for periods including and after the Closing Date, including the consolidation of AP WIP Investments and its subsidiaries. As more fully described in Note 3, the APW Acquisition 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 , (“ASC 805”). The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For the Successor period from February 10, 2020 to September 30, 2020 and all periods thereafter, Radius consolidated the financial position and results of operations of AP WIP Investments and its subsidiaries. For the Predecessor period, the condensed consolidated financial statements include the accounts of AP WIP Investments and its subsidiaries, as well as a variable interest entity. The condensed 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 for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the entire year. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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. |
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 certain of its loan agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows is as follows: Successor Predecessor September 30, 2021 December 31, 2020 February 9, 2020 Cash and cash equivalents $ 374,039 $ 99,896 $ 33,333 Restricted cash 1,926 1,614 2,642 Restricted cash, long term 38,953 113,938 12,384 Total cash and cash equivalents and restricted cash $ 414,918 $ 215,448 $ 48,359 |
Fair Value Measurements | Fair Value Measurements The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed 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 approximated fair value due to their short‑term nature. As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s debt and lease and other leasehold interest liabilities approximated their fair values, as these obligations bear interest at rates currently available for debt with similar maturities and collateral requirements. For each asset or liability being valued, the inputs to the valuation technique used to measure fair value are ranked by the Company according to their market price observability as being one of the following levels: 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 tenant’s 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 condensed consolidated statements of operations. The allowance for doubtful accounts was $1,046 and $837 at September 30, 2021 and December 31, 2020, respectively. |
Real Property Interests | Real Property Interests The Company’s core business is to contract for the purchase of telecom real property interests and contractual rights, typically as leasehold interests or fee simple interests, either through an up-front payment or on an installment basis from property owners who have leased their property to companies that own digital telecommunications infrastructure assets. The costs of acquiring a real property interest are recorded either as a right-of-use asset, if the arrangement is determined to be a lease at the inception of the agreement under ASC Topic 842, Leases 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. L ease liabilities are recorded 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. 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, and the finance lease expense resulting from the amortization of the finance lease right-of-use assets is recognized in amortization and depreciation in the condensed consolidated statements of operations. 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 wireless or digital infrastructure asset’s estimated economic life. |
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 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 wireless communication sites for which impairment charges were recorded in Impairment – decommissions in the condensed consolidated statements of operations. |
Operating Leases | Operating Leases Rights and obligations under operating leases are primarily 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 condensed consolidated balance sheet. The Company records lease expense for operating leases on a straight-line basis over the lease term. |
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 nine months ended September 30, 2021. |
Revenue Recognition | Revenue Recognition The Company receives rental payments from in‑place tenants of wireless communication sites under operating lease agreements, classified as operating leases under ASC 842. 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 typically 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 September 30, 2021 and December 31, 2020, the Company’s rent received in advance was $23,511 and $19,587, 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 APW Acquisition, 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 benefit obligations and penalties as a component of income tax expense in the accompanying condensed consolidated statements of operations. |
Share-based compensation | Share-based compensation In accordance with ASC Topic 718, Compensation – Stock Compensation |
Basic and Diluted Earnings (Loss) per Common Share | Basic and Diluted Earnings (Loss) 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 Stock (as defined in Note 11) are participating securities as the Series A Founder Preferred Stock 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 Stock 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 Stock 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 Stock are not contractually obligated to share in the Company’s losses. Diluted earnings per common share is calculated by dividing the net income allocable to common stockholders of Radius by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock, which are comprised of the participating preferred stock, the Warrants, stock options, LTIP Units (as defined in Note 12), restricted shares and the shares that could be issued upon conversion of the Company’s convertible debt. The capped call options in connection with the issuance of the convertible notes are excluded from the calculation of diluted earnings per share as their impact is always anti-dilutive. 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 stockholders of Radius. |
Segment Reporting | Segment Reporting The Company operates in one reportable segment which focuses on aggregating rental streams underlying wireless and other digital infrastructure sites through the acquisition of telecom real property interests and contractual rights. 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 condensed 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. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the reporting currency using the exchange rate prevailing at the balance sheet date, while revenue and expenses are translated at the average exchange rates during the period. Foreign exchange gains and losses arising from translation are included in accumulated other comprehensive income (loss) in the condensed consolidated balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 condensed consolidated statements of cash flows is as follows: Successor Predecessor September 30, 2021 December 31, 2020 February 9, 2020 Cash and cash equivalents $ 374,039 $ 99,896 $ 33,333 Restricted cash 1,926 1,614 2,642 Restricted cash, long term 38,953 113,938 12,384 Total cash and cash equivalents and restricted cash $ 414,918 $ 215,448 $ 48,359 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 APW Acquisition 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): Three Months Ended September 30, Nine Months Ended September 30, 2020 2020 Revenue $ 17,861 $ 49,633 Net loss $ (39,437 ) $ (74,384 ) |
Real Property Interests (Tables
Real Property Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Real Property Interests, Net | Real property interests, net consisted of the following: September 30, 2021 December 31, 2020 Right-of-use assets – finance leases (1) $ 293,980 $ 244,885 Telecom real property interests (2) 1,164,241 886,679 1,458,221 1,131,564 Less accumulated amortization: Right-of-use assets - finance leases (14,525 ) (7,023 ) Telecom real property interests (69,631 ) (35,150 ) Real property interests, net $ 1,374,065 $ 1,089,391 (1) Effective with the adoption of ASC 842 on January 1, 2019, real property interests qualifying as leases are recorded as right-of-use assets. (2) Includes telecom real property interests acquired prior to the adoption of ASC 842 and all real property interest arrangements not qualifying as leases. |
Summary of Finance Lease Expense and Interest Expense Associated with Lease Liability in Condensed Statement of Operations | The Company recorded finance lease expense and interest expense associated with finance lease liabilities in the condensed consolidated statements of operations as follows: Successor Predecessor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Period from January 1, 2020 to February 9, 2020 Finance lease expense $ 2,966 $ 8,209 $ 1,970 $ 4,394 $ 425 Interest expense – lease liability $ 228 $ 652 $ 152 $ 430 $ 95 |
Schedule of Supplemental Cash Flow Information Related to Finance Leases | Supplemental cash flow information related to finance leases for the respective periods was as follows: Successor Predecessor Nine months ended September 30, 2021 Period from February 10, 2020 to September 30, 2020 Period from January 1, 2020 to February 9, 2020 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 245 $ 99 $ 37 Financing cash flows from finance leases $ 7,193 $ 4,358 $ 845 Finance lease liabilities arising from obtaining right-of-use assets $ 10,384 $ 16,077 $ 1,346 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of September 30, 2021, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2021 $ 338 2022 1,145 2023 993 2024 855 2025 733 2026 638 Thereafter 2,745 $ 7,447 |
Schedule of Maturity of Finance Lease Liabilities and Telecom Real Property Interest Liabilities | Maturities of finance lease liabilities and telecom real property interest liabilities as of September 30, 2021 were as follows: Finance Lease Telecom Real Property Interest Remainder of 2021 $ 3,370 $ 1,937 2022 9,648 3,234 2023 9,867 8,218 2024 5,324 3,797 2025 3,495 330 2026 2,463 294 Thereafter 2,878 422 Total lease payments 37,045 18,232 Less amounts representing future interest (2,374 ) (791 ) Total liability 34,671 17,441 Less current portion (10,465 ) (4,375 ) Non-current liability $ 24,206 $ 13,066 |
Telecom Real Property Interests | |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of September 30 , 2021 , amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2021 $ 13,868 2022 55,198 2023 55,129 2024 55,129 2025 55,109 2026 54,921 Thereafter 805,256 $ 1,094,610 |
Tenant Lease Rental Payments (T
Tenant Lease Rental Payments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Amounts Due from Tenants under Leases | As of September 30, 2021, 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: Remainder of 2021 $ 27,464 2022 98,194 2023 92,882 2024 89,624 2025 85,799 2026 82,178 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following: September 30, 2021 December 31, 2020 In-place lease intangible asset Gross carrying amount $ 9,505 $ 7,092 Less accumulated amortization: (2,058 ) (1,212 ) Intangible assets, net $ 7,447 $ 5,880 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of September 30, 2021, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2021 $ 338 2022 1,145 2023 993 2024 855 2025 733 2026 638 Thereafter 2,745 $ 7,447 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | The current and noncurrent portions of operating lease liabilities are included in accounts payable and accrued liabilities and other long-term liabilities, respectively, in the condensed consolidated balance sheets. Maturities of operating lease liabilities as of September 30, 2021 were as follows: Operating Leases Remainder of 2021 $ 329 2022 1,251 2023 1,265 2024 821 2025 595 2026 48 Thereafter 34 Total lease payments 4,343 Less amounts representing future interest (402 ) Total liability 3,941 Less current portion (1,079 ) Non-current liability $ 2,862 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: September 30, 2021 December 31, 2020 Interest payable $ 7,007 $ 4,887 Accrued liabilities 2,714 4,799 Taxes payable 10,415 7,799 Payroll and related withholdings 6,045 7,043 Accounts payable 2,646 718 Professional fees accrued 2,889 3,234 Current portion of operating lease liabilities 1,079 1,354 Other 1,174 1,020 Total accounts payable and accrued expenses $ 33,969 $ 30,854 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, 2021 December 31, 2020 DWIP Loan Agreement $ 102,600 $ 102,600 Facility Agreement 528,888 547,677 DWIP II Loan Agreement 75,000 — Subscription Agreement 171,281 85,112 Convertible Notes 264,500 — Other debt 2,699 2,960 Less: unamortized debt discount and financing fees (21,834 ) (9,876 ) Debt, carrying amount $ 1,123,134 $ 728,473 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Long Term Incentive Plan Units | A summary of the changes in the LTIP Units for the three months ended September 30, 2021 is presented below: Series A LTIP Units Series B LTIP Units Outstanding at December 31, 2020 5,400,000 1,386,033 Granted — — Exercised (15,000 ) — Outstanding at September 30, 2021 5,385,000 1,386,033 Exercisable at September 30, 2021 840,504 372,358 |
Weighted Average Grant Date Fair Values for 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. The weighted-average grant date fair values for each LTIP unit and the assumptions used in the determinations thereof were as follows: Series A LTIP Units Series B LTIP Units Weighted-average grant date fair value $ 8.32 $ 6.17 Expected term 7.9 years 9.9 years Expected volatility 18.4 % 19.7 % Risk-free interest rate 1.5 % 1.6 % |
Summary of Changes in Nonvested Restricted Stock Awards | A summary of the changes in the Company’s nonvested restricted stock awards for the nine months ended September 30, 2021 is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at December 31, 2020 261,429 $ 8.92 Granted 48,492 $ 13.92 Vested (214,629 ) $ (9.16 ) Forfeited — — Nonvested at September 30, 2021 95,292 $ 10.93 |
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 nine months ended September 30, 2021: Shares Weighted- Average Exercise Price Outstanding at December 31, 2020 2,813,000 $ 7.84 Granted 904,000 $ 14.49 Exercised (17,200 ) $ 7.63 Forfeited (81,100 ) $ 8.76 Outstanding at September 30, 2021 3,618,700 $ 9.49 Exercisable at September 30, 2021 625,400 $ 8.41 |
Basic and Diluted Income (Los_2
Basic and Diluted Income (Loss) per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Common 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: Successor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Numerator: Net loss attributable to stockholders $ (8,457 ) $ (50,558 ) $ (38,519 ) $ (142,377 ) Stock dividend payment to holders of Series A Founder Preferred Stock — (31,391 ) — — Net loss attributable to common stockholders $ (8,457 ) $ (81,949 ) $ (38,519 ) $ (142,377 ) Denominator: Weighted average common shares outstanding - basic and diluted 75,595,090 67,992,054 58,425,000 58,425,000 Basic and diluted loss per common share $ (0.11 ) $ (1.21 ) $ (0.66 ) $ (2.44 ) |
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: Successor Three months ended September 30, 2021 Nine months ended September 30, 2021 Three months ended September 30, 2020 Period from February 10, 2020 to September 30, 2020 Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 1,600,000 1,600,000 Warrants 16,670,221 16,670,221 16,675,000 16,675,000 Stock options 3,618,700 3,618,700 2,752,000 2,752,000 Restricted stock 95,292 95,292 257,579 257,579 LTIP Units 6,771,033 6,771,033 6,786,033 6,786,033 Convertible notes 11,693,192 11,693,192 — — |
Organization - Additional Infor
Organization - Additional Information (Details) - $ / shares | Feb. 10, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 02, 2020 |
Class A Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
AP Wireless | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 100.00% | |||
Date of acquisition | Feb. 10, 2020 | |||
AP Wireless | Landscape | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 93.00% | |||
APW OpCo | Landscape | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired | 91.80% |
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 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Feb. 09, 2020 | Dec. 31, 2019 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 374,039 | $ 99,896 | $ 33,333 | ||
Restricted cash | 1,926 | 1,614 | 2,642 | ||
Restricted cash, long-term | 38,953 | 113,938 | 12,384 | ||
Total cash and cash equivalents and restricted cash | $ 414,918 | $ 215,448 | $ 323,927 | 588,628 | |
Total cash and cash equivalents and restricted cash | $ 48,359 | $ 78,046 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 1,046,000 | $ 837,000 |
Finance lease right of use asset, amortization period | 25 years | |
Impairment of goodwill | $ 0 | |
Rent received in advance | $ 23,511,000 | $ 19,587,000 |
Number of reportable segments | Segment | 1 | |
Accounting Standards Update 2019-12 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Accounting Standards Update 2020-06 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Minimum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Short-term lease term | 1 month | |
Maximum | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Short-term lease term | 1 year |
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 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 10, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 80,509 | $ 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 | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 17,861 | $ 49,633 |
Net loss | $ (39,437) | $ (74,384) |
Real Property Interests - Summa
Real Property Interests - Summary of Real Property Interests, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets - finance leases | $ 293,980 | $ 244,885 |
Telecom real property interests | 1,164,241 | 886,679 |
Real property interests, gross | 1,458,221 | 1,131,564 |
Right-of-use assets - finance leases | (14,525) | (7,023) |
Telecom real property interests | (69,631) | (35,150) |
Real property interests, net | $ 1,374,065 | $ 1,089,391 |
Real Property Interests - Addit
Real Property Interests - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||||||
Finance lease, weighted-average remaining lease term | 40 years 2 months 12 days | 40 years 2 months 12 days | 38 years 2 months 12 days | |||
Finance lease, weighted-average incremental borrowing rate | 3.90% | 3.90% | 2.80% | |||
Finance lease, weighted average remaining contractual payment term | 3 years 2 months 12 days | 3 years 2 months 12 days | ||||
Telecom Real Property Interests | ||||||
Lessee Lease Description [Line Items] | ||||||
Amortization expense | $ 2,031 | $ 13,544 | $ 9,310 | $ 25,066 | $ 36,959 | |
Telecom Real Property 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 | |||||
Telecom Real Property 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 | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Leases [Abstract] | |||||
Finance lease expense | $ 425 | $ 2,966 | $ 1,970 | $ 4,394 | $ 8,209 |
Interest expense – lease liability | $ 95 | $ 228 | $ 152 | $ 430 | $ 652 |
Real Property Interests - Sched
Real Property Interests - Schedule of Supplemental Cash Flow Information Related to Finance Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Leases [Abstract] | |||
Operating cash flows from finance leases | $ 37 | $ 99 | $ 245 |
Financing cash flows from finance leases | 845 | 4,358 | 7,193 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 1,346 | $ 16,077 | $ 10,384 |
Real Property Interests - Sch_2
Real Property Interests - Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years (Details) - Telecom Real Property Interests $ in Thousands | Sep. 30, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Remainder of 2021 | $ 13,868 |
2022 | 55,198 |
2023 | 55,129 |
2024 | 55,129 |
2025 | 55,109 |
2026 | 54,921 |
Thereafter | 805,256 |
Total | $ 1,094,610 |
Real Property Interests - Sch_3
Real Property Interests - Schedule of Maturities of Finance Lease Liabilities and Telecom Real Property Interest Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2021 | $ 3,370 | |
2022 | 9,648 | |
2023 | 9,867 | |
2024 | 5,324 | |
2025 | 3,495 | |
2026 | 2,463 | |
Thereafter | 2,878 | |
Total lease payments | 37,045 | |
Less amounts representing future interest | (2,374) | |
Total liability | 34,671 | |
Less current portion | (10,465) | $ (9,920) |
Finance lease liabilities | 24,206 | 23,925 |
Less current portion | (4,375) | $ (5,749) |
Telecom Real Property Interest | ||
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2021 | 1,937 | |
2022 | 3,234 | |
2023 | 8,218 | |
2024 | 3,797 | |
2025 | 330 | |
2026 | 294 | |
Thereafter | 422 | |
Total lease payments | 18,232 | |
Less amounts representing future interest | (791) | |
Total liability | 17,441 | |
Less current portion | (4,375) | |
Non-current liability | $ 13,066 |
Tenant Lease Rental Payments -
Tenant Lease Rental Payments - Schedule of Future Minimum Amounts Due from Tenants under Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 27,464 |
2022 | 98,194 |
2023 | 92,882 |
2024 | 89,624 |
2025 | 85,799 |
2026 | $ 82,178 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | Feb. 10, 2020 | Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 |
Finite Lived Intangible Assets [Line Items] | ||||||
Changes in carrying amount of goodwill recognized | $ 0 | |||||
In-Place Lease Intangible Asset | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 77,000 | $ 370,000 | $ 292,000 | $ 767,000 | $ 985,000 | |
AP Wireless | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Goodwill recorded in acquisition | $ 80,509,000 |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 9,505 | $ 7,092 |
Less accumulated amortization: | (2,058) | (1,212) |
Total | $ 7,447 | $ 5,880 |
Goodwill and Intangible Asset_4
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2021 | $ 338 | |
2022 | 1,145 | |
2023 | 993 | |
2024 | 855 | |
2025 | 733 | |
2026 | 638 | |
Thereafter | 2,745 | |
Total | $ 7,447 | $ 5,880 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||||||
Operating lease, right-of-use asset | $ 3,906 | $ 3,906 | $ 4,183 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets | us-gaap:OtherAssets | |||
Cash paid for operating lease liabilities | $ 136 | $ 911 | $ 1,124 | |||
Weighted-average remaining lease term for operating leases | 3 years 7 months 6 days | 3 years 7 months 6 days | 4 years | |||
Weighted-average incremental borrowing rate | 5.40% | 5.40% | 5.40% | |||
Selling, General and Administrative Expenses | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease expense | $ 107 | $ 362 | $ 431 | $ 1,074 | $ 1,124 | |
Minimum | ||||||
Lessee Lease Description [Line Items] | ||||||
Lessee under noncancelable lease agreement, term | 1 year | 1 year | ||||
Maximum | ||||||
Lessee Lease Description [Line Items] | ||||||
Lessee under noncancelable lease agreement, term | 10 years | 10 years |
Operating Leases - Summary of O
Operating Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Remainder of 2021 | $ 329 | |
2022 | 1,251 | |
2023 | 1,265 | |
2024 | 821 | |
2025 | 595 | |
2026 | 48 | |
Thereafter | 34 | |
Total lease payments | 4,343 | |
Less amounts representing future interest | (402) | |
Total liability | 3,941 | |
Less current portion | $ (1,079) | $ (1,354) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued expenses | |
Non-current liability | $ 2,862 | |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Interest payable | $ 7,007 | $ 4,887 |
Accrued liabilities | 2,714 | 4,799 |
Taxes payable | 10,415 | 7,799 |
Payroll and related withholdings | 6,045 | 7,043 |
Accounts payable | 2,646 | 718 |
Professional fees accrued | 2,889 | 3,234 |
Current portion of operating lease liabilities | 1,079 | 1,354 |
Other | 1,174 | 1,020 |
Total accounts payable and accrued expenses | $ 33,969 | $ 30,854 |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and financing fees | $ (21,834) | $ (9,876) |
Debt, carrying amount | 1,123,134 | 728,473 |
DWIP Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 102,600 | 102,600 |
Facility Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 528,888 | 547,677 |
DWIP II Loan Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 75,000 | |
Subscription Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 171,281 | 85,112 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 264,500 | |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,699 | $ 2,960 |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, € in Thousands | Sep. 30, 2021USD ($)TradingDay$ / shares | Aug. 31, 2021USD ($) | May 04, 2021USD ($) | Nov. 06, 2019GBP (£) | Feb. 28, 2021USD ($) | Apr. 30, 2020USD ($) | Feb. 09, 2020USD ($) | Oct. 31, 2017GBP (£) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021GBP (£) | Sep. 30, 2021EUR (€) | Aug. 31, 2021GBP (£) | Aug. 31, 2021EUR (€) | Apr. 30, 2021USD ($) | Feb. 28, 2021GBP (£) | Feb. 28, 2021EUR (€) |
Debt Instrument [Line Items] | |||||||||||||||||||
Capped call option percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||||||||
Capped call transaction strike price equal to initial cap price per share | $ / shares | $ 34.80 | $ 34.80 | $ 34.80 | ||||||||||||||||
Payment for capped call transactions | $ 33,221,000 | ||||||||||||||||||
Repayment of long-term debt | $ 250,000 | $ 48,025,000 | 166,000 | ||||||||||||||||
Gain on extinguishment of debt | 1,264,000 | ||||||||||||||||||
Amortization of debt discount and deferred financing costs | 280,000 | 80,000 | 1,029,000 | ||||||||||||||||
Deferred financing fees | $ 9,134,000 | $ 1,780,000 | $ 9,134,000 | 9,134,000 | $ 2,072,000 | ||||||||||||||
Interest Expense, Net | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt discount and deferred financing costs | $ 281,000 | 515,000 | $ 52,000 | 80,000 | 1,029,000 | ||||||||||||||
Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument principal amount | $ 264,500,000 | $ 264,500,000 | $ 264,500,000 | ||||||||||||||||
Debt instrument, interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | ||||||||||||||
Debt instrument beginning date | Mar. 15, 2022 | ||||||||||||||||||
Debt instrument, maturity date | Sep. 15, 2026 | ||||||||||||||||||
Debt instrument frequency of periodic principal payments | semi-annually | ||||||||||||||||||
Debt instrument interest payments, term | payable semi-annually in arrears on March 15 and September 15 of each year | ||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | ||||||||||||||||||
Debt instrument redemption price percentage of principal plus accrued and unpaid interest amount redeemed | 100.00% | ||||||||||||||||||
Debt instrument event of default minimum redemption price percentage of principal amount plus accrued and unpaid interest | 25.00% | ||||||||||||||||||
Convertible Notes | Class A Common Stock | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, convertible, initial conversion rate in ordinary shares | 44.2087 | ||||||||||||||||||
Debt instrument, convertible, principal amount per share considered for conversion rate | $ 1,000 | ||||||||||||||||||
Debt instrument, convertible, initial conversion price per ordinary share | $ / shares | $ 22.62 | $ 22.62 | $ 22.62 | ||||||||||||||||
Convertible Notes | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | ||||||||||||||||||
DWIP Agreement | DWIP | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 4.25% | 4.25% | 4.25% | 4.25% | 4.25% | ||||||||||||||
Debt instrument, maturity date | Oct. 16, 2023 | ||||||||||||||||||
Debt instrument, prepayment premium percentage | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | ||||||||||||||
Facility Agreement | IWIP | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Oct. 31, 2027 | Aug. 31, 2030 | |||||||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 1,000,000,000 | ||||||||||||||||||
Debt instrument, term | 10 years | ||||||||||||||||||
Debt instrument, funded amount | £ 195,000 | € 230,000 | £ 55,000 | € 75,000 | |||||||||||||||
Outstanding debt | $ 160,475,000 | ||||||||||||||||||
Facility Agreement | Minimum | IWIP | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 3.44% | 3.44% | 3.44% | 3.44% | 3.44% | 2.97% | 2.97% | ||||||||||||
Facility Agreement | Maximum | IWIP | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 4.61% | 4.61% | 4.61% | 4.61% | 4.61% | 3.74% | 3.74% | ||||||||||||
A&R Mezzanine Loan Agreement | DWIP II | APW OpCo | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||
Debt instrument, maximum borrowing capacity | $ 75,000,000 | ||||||||||||||||||
Repayment of long-term debt | $ 47,775,000 | ||||||||||||||||||
Gain on extinguishment of debt | $ 1,264,000 | ||||||||||||||||||
Subscription Agreement | AP WIP Investments Borrower | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 4.25% | ||||||||||||||||||
Debt instrument, maturity date | Nov. 30, 2028 | ||||||||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 250,000,000 | ||||||||||||||||||
Debt instrument, term | 9 years | ||||||||||||||||||
Percentage of payment-in-kind interest | 2.00% | ||||||||||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 3.90% | 3.90% | 3.90% | ||||||||||||||||
Debt instrument, maturity date | Nov. 30, 2028 | ||||||||||||||||||
Debt instrument, funded amount | $ 94,000,000 | £ 77,000 | € 145,000 | ||||||||||||||||
Percentage of payment-in-kind interest | 1.75% | 1.75% | 1.75% | ||||||||||||||||
Commitment Letter | Centerbridge Entities | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Aug. 2, 2021 | ||||||||||||||||||
Commitment letter available funding | $ 50,000,000 | ||||||||||||||||||
Total commitment fee | $ 1,500,000 | ||||||||||||||||||
Commitment Letter | Centerbridge Entities | Interest Expense, Net | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Commitment fee expense | $ 550,000 | $ 1,500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||||
Income tax expense (benefit) | $ 767 | $ (92) | $ 3,455 | $ 4,884 | $ 5,330 | |
Effective tax rate | 11.00% | (3.40%) | (10.90%) | |||
Foreign tax loss carryforwards expiration year | 2021 | |||||
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 | |||||
Federal | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | $ 43,365 | |||||
Foreign Tax Authority | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | 58,170 | |||||
Foreign Tax Authority | Not Subject to Expiration | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | 31,754 | |||||
Foreign Tax Authority | Expiring In Next Twelve Months | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carryforwards | $ 333 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 03, 2021$ / sharesshares | May 11, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares | Nov. 30, 2017USD ($) | Feb. 28, 2021shares | Sep. 30, 2021USD ($)Director$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 02, 2020$ / shares | Feb. 10, 2020 |
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 1,600,000 | ||||||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 191,461 | ||||||||
AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of board of directors | Director | 4 | ||||||||
Percentage of interest acquired | 100.00% | ||||||||
AP Wireless | 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 for cash 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 | ||||||||
Warrants Outstanding | 50,010,664 | ||||||||
AP Wireless | Landscape's Initial Placement | Non-founder Directors | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants issued | 25,000 | ||||||||
AP Wireless | Landscape's Initial Placement | Ordinary Shares and Founder Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants issued | 50,025,000 | ||||||||
APW OpCo | Noncontrolling Interest | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of interest acquired | 6.70% | ||||||||
Series A Founder Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Initial placement of ordinary shares and warrants before expenses | $ | $ 500,000 | ||||||||
Preferred stock, shares issued | 1,600,000 | 1,600,000 | |||||||
Preferred shares, no par value | $ / shares | |||||||||
Convertible preferred stock shares | 1,600,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares outstanding | 0 | ||||||||
Series A Founder Preferred Stock | AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of consecutive trading days | 10 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 per share and the average price per share, multiplied by (ii) such number of outstanding Class A Shares immediately following the APW Acquisition, which totaled 58,425,000 shares (“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 Stock. 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 Stock 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 APW Acquisition, should the Company pay a dividend on its Class A Shares, the Series A Founder Preferred Stock 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 Stock 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% | 20.00% | |||||||
Dividend payable price in proportion to increase in market value of ordinary share during first year | $ / shares | $ 10 | $ 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 | $ | $ 85,500 | ||||||||
Preferred shares dividend amount fair value on share-based compensation expense | $ | $ 69,500 | ||||||||
Dividends declared date | Feb. 1, 2021 | ||||||||
Average common share price for stock dividend determination | $ / shares | $ 12.69 | ||||||||
Issuance of common stock shares | 2,474,421 | ||||||||
Dividends paid date | Feb. 4, 2021 | ||||||||
Stock dividend payment (amount) | $ | $ 31,391 | ||||||||
Number of trading days | 10 days | ||||||||
Number of board of directors | Director | 2 | ||||||||
Series A Founder Preferred Stock | AP Wireless | Minimum | |||||||||
Class Of Stock [Line Items] | |||||||||
Average price per ordinary share | $ / shares | $ 11.50 | $ 11.50 | |||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares outstanding | 75,703,908 | 58,425,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | one vote per share | ||||||||
Class A Common Stock | Agreement to Issue and Sell of Shares | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuances of common shares, shares | 120,670 | 14,336,918 | |||||||
Purchase price of each share | $ / shares | $ 15.59 | $ 13.95 | |||||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 200,000 | ||||||||
Total net offering proceeds after deducting placement agent fees and offering expenses | $ | $ 191,500 | ||||||||
Class A Common Stock | AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares outstanding | 58,425,000 | ||||||||
Class A Common Stock | AP Wireless | Landscape's Initial Placement | |||||||||
Class Of Stock [Line Items] | |||||||||
Class A shares upon exercise of outstanding warrants | 16,670,221 | ||||||||
Series B Founder Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 1,386,033 | 1,386,033 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Series B Founder Preferred Stock | AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 1,386,033 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||
Conversion basis of convertible preferred stock into ordinary shares after closing of transaction | one-for-one | ||||||||
Number of board of directors | Director | 2 | ||||||||
Class B Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares outstanding | 11,596,769 | 11,414,030 | |||||||
Issuance of common stock shares | 197,739 | 197,739 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Class B Common Stock | AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Common stock, voting rights | one vote per share | ||||||||
Series A Founder Preferred Stock and Series B Founder Preferred Stock | AP Wireless | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of shares outstanding threshold voting power | 20.00% | ||||||||
Series A Rollover Profits Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Rollover distribution of class B common units to holders of series A rollover profits units | 197,739 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Assumptions Used Calculating Issuance Date Fair Value (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Class Of Stock [Line Items] | |
Number of securities issued | shares | 1,600,000 |
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 |
Founder Preferred Share | |
Class Of Stock [Line Items] | |
Share price | $ 10 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2020 | Nov. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 3,878 | $ 4,072 | $ 79,173 | $ 11,823 | |||
Expected term | 1 year 6 months | ||||||
Volatility (post-acquisition) | 38.68% | ||||||
Risk free interest rate | 2.26% | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation | 198 | 560 | 965 | $ 890 | |||
Unrecognized equity-based compensation cost | 541 | $ 541 | |||||
Weighted average period for recognition of compensation cost | 1 year 8 months 12 days | ||||||
Share-based payment award, description | Restricted stock awards granted under the Equity Plan generally are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one 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 | $ 367 | 198 | 268 | $ 994 | |||
Weighted average period for recognition of compensation cost | 4 years 1 month 6 days | ||||||
Stock options granted to purchase common shares | 904,000 | ||||||
Stock option exercise price per share | $ 9.49 | $ 9.49 | $ 7.84 | ||||
Stock option estimated grant date fair value | $ 4.14 | ||||||
Expected term | 6 years 6 months | ||||||
Volatility (post-acquisition) | 26.20% | ||||||
Risk free interest rate | 1.00% | ||||||
Stock option exercise price per share | $ 14.49 | ||||||
Unrecognized compensation cost | $ 6,387 | $ 6,387 | |||||
Stock Options | AP Wireless | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options granted to purchase common shares | 125,000 | ||||||
Stock option exercise price per share | $ 11.50 | ||||||
Stock option estimated grant date fair value | $ 2.90 | ||||||
Expected term | 5 years | ||||||
Volatility (post-acquisition) | 34.80% | ||||||
Risk free interest rate | 2.10% | ||||||
Fair value of awards | $ 363 | ||||||
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 | 2,893,146 | 2,893,146 | |||||
Share based awards description | The Equity Plan will remain in effect until February 10, 2030, 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 units awarded | 3,376,076 | ||||||
Time-Vesting Series A LTIP Units | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Time-Vesting Series A LTIP Units | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Performance-Based Series A LTIP Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of units awarded | 2,023,924 | ||||||
Vesting period | 7 years | ||||||
Series B LTIP Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of units awarded | 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 | $ 3,313 | $ 3,313 | $ 8,090 | $ 9,939 | |||
Unrecognized equity-based compensation cost | $ 32,147 | $ 32,147 | |||||
Weighted average period for recognition of compensation cost | 2 years 10 months 24 days |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Changes in Long Term Incentive Plan Units (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2020 | 5,400,000 |
Granted | |
Exercised | (15,000) |
Outstanding at September 30, 2021 | 5,385,000 |
Exercisable at September 30, 2021 | 840,504 |
Series B LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2020 | 1,386,033 |
Granted | |
Outstanding at September 30, 2021 | 1,386,033 |
Exercisable at September 30, 2021 | 372,358 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Grant Date Fair Values for Long Term Incentive Plan Unit (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 1 year 6 months |
Expected volatility | 38.68% |
Risk-free interest rate | 2.26% |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average grant date fair value | $ 8.32 |
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] | |
Weighted-average grant date fair value | $ 6.17 |
Expected term | 9 years 10 months 24 days |
Expected volatility | 19.70% |
Risk-free interest rate | 1.60% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Nonvested Restricted Stock Awards (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Nonvested, beginning | shares | 261,429 |
Number of shares, Granted | shares | 48,492 |
Number of shares, Vested | shares | (214,629) |
Number of shares, Nonvested, ending | shares | 95,292 |
Weighted-Average Grant-Date Fair Value, beginning | $ / shares | $ 8.92 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 13.92 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | (9.16) |
Weighted-Average Grant-Date Fair Value, ending | $ / shares | $ 10.93 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Changes in Number of Common Shares Underlying Options (Details) - Stock Options - $ / shares | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Outstanding beginning balance | 2,813,000 |
Shares granted | 904,000 |
Shares exercised | (17,200) |
Shares forfeited | (81,100) |
Shares outstanding ending balance | 3,618,700 |
Shares exercisable | 625,400 |
Weighted-average exercise price outstanding beginning balance | $ 7.84 |
Weighted-average exercise price granted | 14.49 |
Weighted-average exercise price exercised | 7.63 |
Weighted-average exercise price forfeited | 8.76 |
Weighted-average exercise price outstanding ending balance | 9.49 |
Weighted-average exercise price exercisable | $ 8.41 |
Basic and Diluted Income (Los_3
Basic and Diluted Income (Loss) per Common Share - Computation of Basic and Diluted Net Loss per Common Share Using Two-class Method (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to stockholders | $ (8,457) | $ (38,519) | $ (142,377) | $ (50,558) |
Stock dividend payment to holders of Series A Founders Preferred Stock | (31,391) | |||
Net loss attributable to common stockholders | $ (8,457) | $ (38,519) | $ (142,377) | $ (81,949) |
Denominator: | ||||
Basic and diluted | 75,595,090 | 58,425,000 | 58,425,000 | 67,992,054 |
Basic and diluted | $ (0.11) | $ (0.66) | $ (2.44) | $ (1.21) |
Basic and Diluted Income (Los_4
Basic and Diluted Income (Loss) per Common Share - Summary of Potentially Dilutive Securities Excluded From Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Series A Founder Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 1,600,000 | 1,600,000 | 1,600,000 | 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 | 16,670,221 | 16,675,000 | 16,675,000 | 16,670,221 |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 3,618,700 | 2,752,000 | 2,752,000 | 3,618,700 |
Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 95,292 | 257,579 | 257,579 | 95,292 |
LTIP Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 6,771,033 | 6,786,033 | 6,786,033 | 6,771,033 |
Convertible Notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 11,693,192 | 11,693,192 |