Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RADI | |
Entity Registrant Name | Radius Global Infrastructure, Inc. | |
Entity Central Index Key | 0001810739 | |
Entity File Number | 001-39568 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 88-1807259 | |
Entity Address, Address Line One | 3 Bala Plaza East | |
Entity Address, Address Line Two | Suite 502 | |
Entity Address City Or Town | Bala Cynwyd | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 19004 | |
City Area Code | 610 | |
Local Phone Number | 660-4910 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,733,191 | |
Entity Interactive Data Current | Yes | |
Security12b Title | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 565,739 | $ 456,146 |
Restricted cash | 1,942 | 2,085 |
Trade receivables, net | 9,747 | 7,933 |
Prepaid expenses and other current assets | 21,546 | 20,685 |
Total current assets | 598,974 | 486,849 |
Real property interests, net: | ||
Right-of-use assets - finance leases, net | 318,961 | 301,865 |
Telecom real property interests, net | 1,222,573 | 1,174,186 |
Real property interests, net | 1,541,534 | 1,476,051 |
Intangible assets, net | 8,095 | 7,914 |
Property and equipment, net | 1,085 | 1,789 |
Goodwill | 80,509 | 80,509 |
Deferred tax asset | 853 | 160 |
Restricted cash, long-term | 224,579 | 173,962 |
Other long-term assets | 7,090 | 9,701 |
Total assets | 2,462,719 | 2,236,935 |
Current liabilities: | ||
Accounts payable and accrued expenses | 39,831 | 36,995 |
Rent received in advance | 28,241 | 24,485 |
Finance lease liabilities, current | 12,656 | 10,567 |
Telecom real property interest liabilities, current | 5,779 | 3,828 |
Total current liabilities | 86,507 | 75,875 |
Finance lease liabilities | 23,215 | 24,766 |
Telecom real property interest liabilities | 9,779 | 12,884 |
Long-term debt, net of debt discount and deferred financing costs | 1,492,993 | 1,272,225 |
Deferred tax liability | 76,527 | 62,296 |
Other long-term liabilities | 4,927 | 5,231 |
Total liabilities | 1,693,948 | 1,453,277 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Additional paid-in capital | 1,043,420 | 1,038,740 |
Accumulated other comprehensive loss | (42,706) | (27,784) |
Accumulated deficit | (282,569) | (278,132) |
Total stockholders’ equity attributable to Radius Global Infrastructure, Inc. | 718,154 | 732,833 |
Noncontrolling interest | 50,617 | 50,825 |
Total liabilities and stockholders’ equity | 2,462,719 | 2,236,935 |
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 | $ 9 | $ 9 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Series A Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 | 1,600,000 |
Series B Founder Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,386,033 | 1,386,033 |
Preferred stock, shares issued | 1,386,033 | 1,386,033 |
Preferred stock, shares outstanding | 1,386,033 | 1,386,033 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,590,000,000 | 1,590,000,000 |
Common stock, shares, issued | 92,731,191 | 92,159,612 |
Common stock, shares, outstanding | 92,731,191 | 92,159,612 |
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 | 12,657,689 | 11,551,769 |
Common stock, shares, outstanding | 12,657,689 | 11,551,769 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor |
Revenue | $ 30,599 | $ 22,172 |
Cost of service | 841 | 295 |
Gross profit | 29,758 | 21,877 |
Operating expenses: | ||
Selling, general and administrative | 22,687 | 15,389 |
Share-based compensation | 4,592 | 4,103 |
Amortization and depreciation | 18,751 | 14,080 |
Impairment - decommissions | 765 | 687 |
Total operating expenses | 46,795 | 34,259 |
Operating loss | (17,037) | (12,382) |
Other income (expense): | ||
Realized and unrealized gain on foreign currency debt | 24,232 | 14,607 |
Interest expense, net | (16,098) | (8,987) |
Other income (expense), net | 1,092 | (2,145) |
Total other income (expense), net | 9,226 | 3,475 |
Loss before income tax expense (benefit) | (7,811) | (8,907) |
Income tax expense (benefit) | (3,166) | (722) |
Net loss | (4,645) | (8,185) |
Net loss attributable to noncontrolling interest | (208) | (606) |
Net loss attributable to stockholders | (4,437) | (7,579) |
Stock dividend payment to holders of Series A Founders Preferred Stock | (31,391) | |
Net loss attributable to common stockholders | $ (4,437) | $ (38,970) |
Loss per common share: | ||
Basic and diluted | $ (0.05) | $ (0.66) |
Weighted average common shares outstanding: | ||
Basic and diluted | 92,104,971 | 59,479,707 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (4,645) | $ (8,185) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (14,922) | (14,302) |
Comprehensive loss | $ (19,567) | $ (22,487) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Series A Founder Preferred Stock | Series B Founder Preferred Stock | Class B Common Stock | Common Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest |
Balance at Dec. 31, 2020 | $ 532,068 | $ 673,955 | $ 15,768 | $ (213,237) | $ 55,582 | ||||
Balance, shares at Dec. 31, 2020 | 1,600,000 | 1,386,033 | 11,414,030 | 58,425,000 | |||||
Stock dividend, shares | 197,739 | 2,474,421 | |||||||
Exercise of warrants, shares | 100 | ||||||||
Exercise of stock options, shares | 2,600 | ||||||||
Share-based compensation | 4,103 | 4,103 | |||||||
Share-based compensation, shares | 309,921 | ||||||||
Foreign currency translation adjustment | (14,302) | (14,302) | |||||||
Net loss | (8,185) | (7,579) | (606) | ||||||
Balance at Mar. 31, 2021 | 513,684 | 678,058 | 1,466 | (220,816) | 54,976 | ||||
Balance, shares at Mar. 31, 2021 | 1,600,000 | 1,386,033 | 11,611,769 | 61,212,042 | |||||
Balance at Dec. 31, 2021 | 783,658 | $ 9 | 1,038,740 | (27,784) | (278,132) | 50,825 | |||
Balance, shares at Dec. 31, 2021 | 1,600,000 | 1,386,033 | 11,551,769 | 92,159,612 | |||||
Exercise of stock options | 88 | 88 | |||||||
Exercise of stock options, shares | 10,985 | ||||||||
Share-based compensation | 4,592 | 4,592 | |||||||
Share-based compensation, shares | 1,105,920 | 560,594 | |||||||
Foreign currency translation adjustment | (14,922) | (14,922) | |||||||
Net loss | (4,645) | (4,437) | (208) | ||||||
Balance at Mar. 31, 2022 | $ 768,771 | $ 9 | $ 1,043,420 | $ (42,706) | $ (282,569) | $ 50,617 | |||
Balance, shares at Mar. 31, 2022 | 1,600,000 | 1,386,033 | 12,657,689 | 92,731,191 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,645) | $ (8,185) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization and depreciation | 18,751 | 14,080 |
Amortization of finance lease and telecom real property interest liabilities discount | 367 | 317 |
Impairment - decommissions | 765 | 687 |
Realized and unrealized gain on foreign currency debt | (24,232) | (14,607) |
Amortization of debt discount and deferred financing costs | 1,106 | 135 |
Provision for bad debt expense | 98 | (45) |
Share-based compensation | 4,592 | 4,103 |
Deferred income taxes | (3,986) | (1,909) |
Change in assets and liabilities: | ||
Trade receivables, net | (1,707) | (151) |
Prepaid expenses and other assets | 1,563 | (1,878) |
Accounts payable, accrued expenses and other long-term liabilities | (1,309) | 4,084 |
Rent received in advance | 3,978 | 3,969 |
Net cash provided by (used in) operating activities | (4,659) | 600 |
Cash flows from investing activities: | ||
Investments in real property interests and related intangible assets | (73,128) | (104,684) |
Purchases of property and equipment | (195) | (328) |
Net cash used in investing activities | (73,323) | (105,012) |
Cash flows from financing activities: | ||
Borrowings under debt agreements | 256,203 | 93,940 |
Repayments of term loans and other debt | (1,804) | (54) |
Debt issuance costs | (5,653) | (1,780) |
Proceeds from exercises of stock options | 88 | |
Repayments of finance lease and telecom real property interest liabilities | (4,359) | (4,481) |
Net cash provided by financing activities | 244,475 | 87,625 |
Net change in cash and cash equivalents and restricted cash | 166,493 | (16,787) |
Effect of change in foreign currency exchange rates on cash, cash equivalents and restricted cash | (6,426) | (1,927) |
Cash and cash equivalents and restricted cash at beginning of period | 632,193 | |
Cash and cash equivalents and restricted cash at beginning of period | 215,448 | |
Cash and cash equivalents and restricted cash at end of period | 792,260 | |
Cash and cash equivalents and restricted cash at end of period | 196,734 | |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 15,459 | 9,502 |
Cash paid for income taxes | $ 150 | $ 581 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Radius Global Infrastructure, Inc. (together with its subsidiaries, “Radius” and/or the “Company”) is a holding company that, as of March 31, 2022, owned approximately 94% of APW OpCo LLC (“APW OpCo”), which is the parent of AP WIP Investments Holdings, LP (“AP Wireless”), one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of telecom real property interests and contractual rights. The Company typically purchases, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae or other communications infrastructure (each such lease, a “Tenant Lease”). Typically, the Company acquires the rental stream by way of a purchase of a real property interest in the land underlying the wireless tower antennae or other real property related communications infrastructure. These are most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provides the Company the right to receive the rents from the Tenant Lease. In addition, the Company purchases contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of Securities and Exchange Commission for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the entire year. Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies The Company’s significant accounting policies are described in detail in Note 2 to the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2022 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | 3. The Company is required to maintain cash collateral at certain financial institutions. These include amounts that are required to be held in escrow accounts, which, subject to certain conditions, are available to the Company under certain of its long-term debt agreements. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. The reconciliation of cash and cash equivalents and restricted cash reported 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: March 31, 2022 December 31, 2021 Cash and cash equivalents $ 565,739 $ 456,146 Restricted cash 1,942 2,085 Restricted cash, long term 224,579 173,962 Total cash and cash equivalents and restricted cash $ 792,260 $ 632,193 |
Real Property Interests
Real Property Interests | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Real Property Interests | 4 . Real Property Interests Real property interests, net consisted of the following: March 31, 2022 December 31, 2021 Right-of-use assets – finance leases $ 339,882 $ 319,457 Telecom real property interests 1,320,185 1,257,373 1,660,067 1,576,830 Less accumulated amortization: Right-of-use assets - finance leases (20,921 ) (17,592 ) Telecom real property interests (97,612 ) (83,187 ) Real property interests, net $ 1,541,534 $ 1,476,051 The Company’s real property interests typically consist of leasehold interests or fee simple interests, acquired either through an upfront payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets. The agreements that provide for the leasehold interests typically are easement agreements or similar arrangements, which provide the Company with certain beneficial rights, but not obligations, with respect to the underlying Tenant Leases. The beneficial rights acquired principally include the right to receive the rental income related to the lease with the in-place tenant, and in certain circumstances, additional rents. In most cases, the stated term of the leasehold interest is longer than the remaining term of the in-place Tenant Lease, which provides the Company with the right and opportunity for renewals and extensions. In cases in which the Company acquires a leasehold interest, the Company is both a lessor and a lessee. Although the Company has the rights under the acquired leasehold interests over the duration of the entire term, the underlying tenant, in most cases, can terminate their lease acquired by the Company within a short time frame (30 to 180 day notice) without penalty. Similarly, when the Company acquires a fee simple interest, the beneficial rights associated with the in-place Tenant Leases are acquired and the Company owns the property underlying or containing the telecommunication infrastructure assets. The costs of acquiring a real property interest are recorded either as a right-of-use asset, if the arrangement is determined to be a lease at the inception of the agreement under Accounting Standards Codification (“ASC”) Topic 842, Leases 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 40.1 years Three months ended March 31, 2022 Three months ended March 31, 2021 Finance lease expense $ 3,598 $ 2,391 Interest expense – lease liability $ 256 $ 185 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: Three months ended March 31, 2022 Three months ended March 31, 2021 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 136 $ 62 Financing cash flows from finance leases $ 3,170 $ 2,632 Finance lease liabilities arising from obtaining right-of-use assets $ 3,565 $ 3,659 Telecom Real Property Interests and Related Liabilities For acquisitions of real property interests accounted for under the acquisition method of accounting, the recorded amount of the telecom real property interest asset represents allocation of the purchase price based on the contractual cash flows associated with the Tenant Lease, including rights and opportunities for renewals thereof. Under certain circumstances, the contractual payments for the acquired telecom real property interests are made to property owners on a noninterest-bearing basis over a specified period of time. Included in telecom real property interest liabilities in the condensed consolidated balance sheets, the liabilities associated with telecom real property interests were initially measured at the present value of the unpaid payments. For telecom real property interests, amortization expense was $14,545 and $11,199 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2022 $ 48,100 2023 63,579 2024 63,579 2025 63,052 2026 63,052 Thereafter 921,211 $ 1,222,573 Maturities of finance lease liabilities and telecom real property interest liabilities as of March 31, 2022 were as follows: Finance Lease Telecom Real Property Interest Remainder of 2022 $ 8,311 $ 2,569 2023 12,213 8,576 2024 6,486 3,730 2025 4,296 402 2026 3,126 368 Thereafter 4,191 558 Total lease payments 38,623 16,203 Less amounts representing future interest (2,752 ) (645 ) Total liability 35,871 15,558 Less current portion (12,656 ) (5,779 ) Non-current liability $ 23,215 $ 9,779 As of March 31, 2022, the weighted-average remaining contractual payment term for finance leases was 3.3 years. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5 . Intangible Assets Intangible assets subject to amortization consisted of the following: March 31, 2022 December 31, 2021 In-place lease intangible asset Gross carrying amount $ 10,795 $ 10,295 Less accumulated amortization: (2,700 ) (2,381 ) Intangible assets, net $ 8,095 $ 7,914 Amortization expense was $355 and $309 for the three months ended March 31, 2022 and 2021, respectively. The Company reviewed the portfolio of real property interests and intangible assets for impairment, in which the Company identified wireless communication sites for which impairment charges were recorded in Impairment – decommissions in the condensed consolidated statements of operations. As of March 31, 2022, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2022 $ 1,002 2023 1,166 2024 1,009 2025 869 2026 761 Thereafter 3,288 $ 8,095 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6 . Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Interest payable $ 8,965 $ 8,805 Accrued liabilities 1,082 923 Taxes payable 15,140 11,980 Payroll and related withholdings 4,740 7,961 Accounts payable 3,787 1,891 Professional fees accrued 3,812 3,428 Current portion of operating lease liabilities 877 850 Other 1,428 1,157 Total accounts payable and accrued expenses $ 39,831 $ 36,995 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Debt Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: March 31, 2022 December 31, 2021 DWIP Loan Agreement $ 102,600 $ 102,600 Facility Agreement 663,789 681,747 DWIP II Loan Agreement 75,000 75,000 Subscription Agreement 165,731 169,119 Convertible Notes 264,500 264,500 ArcCo Subscription Agreement 249,652 — Other debt 847 2,565 Less: unamortized debt discount and financing fees (29,126 ) (23,306 ) Debt, carrying amount $ 1,492,993 $ 1,272,225 ArcCo Subscription Agreement In December 2021, AP WIP ArcCo Investments, LLC (“ArcCo Investments”), a subsidiary of AP Wireless, entered into a subscription agreement (the “ArcCo Subscription Agreement”) providing for loans of up to €750,000. The ArcCo Subscription Agreement provides for funding to ArcCo Investments, the sole borrower thereunder, in the form of promissory certificates consisting of tranches in Euros, Pound Sterling, and U.S. Dollars. The ArcCo Subscription Agreement contains certain financial condition and testing covenants (such as interest coverage and leverage limits) as well as restrictive and operating covenants relating to, among others, future indebtedness and liens and other material activities of ArcCo Investments and its affiliates. Obligations under the Subscription Agreement are guaranteed by AP WIP Investments, LLC (“AP WIP Investments”), a subsidiary of AP Wireless, and secured by a debt service reserve account and escrow cash account of ArcCo Investments available for making of incremental asset acquisitions, as well as secured by direct equity interests and bank accounts of ArcCo Investments and certain other subsidiaries. In January 2022, ArcCo Investments borrowed €225,000 ($257,490 USD equivalent) of the amount available under the ArcCo Subscription Agreement. Net of an issue discount of approximately $1,287, the funded amount of the borrowing under the ArcCo Subscription Agreement was approximately $256,203. In connection with this borrowing, $5,000 was funded to the debt service reserve account. The initial borrowing accrues interest at a fixed annual rate of approximately 3.2%, which will be payable quarterly and is scheduled to mature in January 2030 Convertible Notes In September 2021, the Company issued convertible notes (the “Convertible Notes”) in an aggregate principal amount totaling $264,500. The Convertible Notes 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. 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 was scheduled to mature in October 2023 In April 2022, DWIP entered into a subscription agreement (the “DWIP Subscription Agreement”) providing for the issuance of promissory certificates of up to $165,000. The monthly fixed coupon rate under the DWIP Subscription Agreement is approximately 3.6% per annum. In connection with entering into the DWIP Subscription Agreement, DWIP borrowed $165,000, using $102,600 to repay the outstanding obligation under the DWIP Loan Agreement plus the prepayment premium of 1% due thereunder. Borrowings under the DWIP Subscription Agreement are scheduled to mature in April 2027 Facility Agreement (up to £1,000,000) A subsidiary of the Company, AP WIP International Holdings, LLC (“IWIP”), is the sole borrower under a facility agreement (the “Facility Agreement”) that provides for up to £1,000,000 of borrowings with an initial 10-year term. The Facility Agreement is uncommitted and has the objective of issuing notes that may be denominated in U.S. Dollars, Pound Sterling, Euros, Australian Dollars, or Canadian Dollars. Under the Facility Agreement, debt service reserve and escrow cash account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets. Through March 31, 2022, cumulative IWIP borrowings under the Facility Agreement consisted of €327,150 and £228,700 that accrue interest at annual rates ranging from 2.8% to 4.5%. Outstanding principal amounts due under the Facility Agreement as of March 31, 2022 totaling $356,116, $155,555 and $152,118 are scheduled to mature in October 2027 August 2030 October 2031 DWIP II Loan Agreement AP WIP Domestic Investment II, LLC (“DWIP II”), a wholly owned subsidiary of AP WIP Investments, is the sole borrower under a junior loan agreement (the “DWIP II Loan Agreement”). Borrowings under the DWIP II Loan Agreement bear interest at 6.0% and are scheduled to mature in April 2023. Subscription Agreement (up to £250,000) AP WIP Investments Borrower, LLC, a subsidiary of AP WIP Investments, is the borrower under a subscription agreement (the “Subscription Agreement”) that provides for funding up to £250,000 in the form of nine-year Through March 31, 2022, cumulative borrowings under the Subscription Agreement consisted of fixed and variable rate interest-only notes totaling €105,000 and €40,000, respectively. As of March 31, 2022, borrowings under the Subscription Agreement bear cash-pay interest at rates ranging from 3.8% to 4.25% plus payment-in-kind interest at rates ranging from 1.75 % to 2.0 % and are scheduled to mature in November 2028 . Interest payable in cash is paid quarterly, whereas payment-in-kind interest accrues to the principal balance and is payable upon repayment of principal. Principal balances under the Subscription Agreement may be prepaid in whole on any date, subject to the payment of any applicable prepayment fee. Interest Rate Cap Agreement Interest on the variable rate borrowing under the Subscription Agreement is based on the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 3.75%. The Company is a party to an interest rate cap agreement, which has a notional amount of €40,000 and terminates in March 2026 Derivatives and Hedging The fair value of the interest rate cap was determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap and incorporated credit valuation adjustments to appropriately reflect the risk of non-performance. The variable interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The primary inputs to the valuation technique used to measure fair value were ranked, according to their market price observability under the fair value hierarchy, as Level 2 inputs. Debt Discount and Financing Costs In connection with the borrowings made under the ArcCo Subscription Agreement in January 2022, deferred financing fees were incurred totaling $5,095, and a discount of $1,287 was recorded. Amortization of debt discount and deferred financing costs, included in interest expense, net in the condensed consolidated statements of operations, was $1,106 and $135 for the three months ended March 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8 . Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Income tax expense (benefit) was a benefit of $(3,166) and $(722) for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, the effective tax rate was 40.5%, compared to 8.1% for the three months ended March 31, 2021. For the three months ended March 31, 2022, the Company’s recorded income tax expense (benefit) in relation to its pre-tax loss was higher than an amount that would result from applying the applicable statutory tax rates to such loss, primarily due to effectively settling a tax position with a taxing jurisdiction that resulted in a $1,202 reduction in the Company’s liability for unrecognized income tax benefits and a corresponding benefit in income tax expense (benefit) |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 9 . Stockholders’ Equity Common Stock Each holder of Class A Common Stock is entitled to one vote per share on all matters and is entitled to ratably receive dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s Board of Directors (the “Board”) from time to time out of assets or funds of the Company legally available. Each holder of the Company’s Class B Common Stock is entitled to one vote per share together as a single class with Class A Common Stock. Shares of Class B Common Stock are deemed to be non-economic interests. Series A Founder Preferred Stock As of March 31, 2022, all shares of the Company’s Series A Founder Preferred Stock were held by certain of its founders. Each holder of Series A Founder Preferred Stock is entitled to a number of votes equal to the number of shares of Class A Common Stock into which each share of Series A Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote. Stock Dividend on Series A Founder Preferred Stock In February 2021, the Board declared and paid a stock dividend payment of 2,474,421 shares of Class A Common Stock to the holders of all the issued and outstanding shares of Series A Founder Preferred Stock. 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 Company’s Class A Common Stock was at or above $11.50 for ten consecutive trading days in 2020. The annual dividend amount for 2020, which totaled $31,391, was computed based on 20% of the increase in the market value of one share of Class A Common Stock, being the difference between the average of the volume weighted-average Class A Common Stock prices of the last ten trading days of 2020 of approximately $12.69 and $10.00 per share, multiplied by 58,425,000, which was the number of shares of Class A Common Stock outstanding as of February 10, 2020. The computed annual dividend amount for 2021 (the “2021 Annual Dividend Amount”) was $40,832 based on 20% of the difference between the volume weighted average price of the Class A Common Stock over the last ten consecutive trading days in 2021 of approximately $16.18 and $12.69 per share, which was the highest average price per share previously used in calculating an annual dividend amount. With respect to the 2021 Annual Dividend Amount, on May 6, 2022, the Board declared a stock dividend payment of 2,523,472 shares of Class A Common Stock to be paid on or about May 13, 2022. Concurrently with the dividend payment of Class A Common Stock, rollover distributions of APW OpCo Class B Common Units, which are held in tandem with the shares of Class B Common Stock, will be made to the holders of the Series A Rollover Profits Units of APW OpCo. Accordingly, the Company will issue in the aggregate 138,005 shares of the Company’s Class B Common Stock to the holders of the Series A Rollover Profits Units of APW OpCo concurrent with the stock dividend payment. Series B Founder Preferred Stock As of March 31, 2022, all shares of the Company’s Series B Founder Preferred Stock were held by certain executive officers and such shares were issued in tandem with LTIP Units (as defined in Note 10). Each holder of Series B Founder Preferred Stock is entitled to a number of votes equal to the number of shares of the Company’s Class A Common Stock and Class B Common Stock, respectively, into which each share of Series B Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote. Noncontrolling Interest As of March 31, 2022, noncontrolling interests consisted of limited liability company units of APW OpCo not owned by Radius. As of March 31, 2022, the portion of APW OpCo not owned by Radius was approximately 5.6%, representing the noncontrolling interest. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 1 0 . Share-Based Compensation Under the Company’s 2020 Equity Incentive Plan (the “Equity Plan”), the Compensation Committee of the Board is authorized to grant awards of stock options, stock appreciation rights, restricted stock, stock units, other equity-based awards and cash incentive awards that may be subject to a combination of time and performance-based vesting conditions. In accordance with ASC Topic 718, Compensation – Stock Compensation 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 shares of Class A Common Stock, Class B Common Stock or Series B Founder Preferred Stock. As of March 31, 2022, there were approximately 535,432 share-based awards collectively available for grant under the Equity Plan. Long-Term Incentive Plan Units (LTIP Units) In February 2020, the executive officers of the Company received initial awards (each, an “Initial Award”) of Series A LTIP Units and Series B LTIP Units (together with the Series C LTIP Units, the “LTIP Units”) and, in tandem with such LTIP Units, an equal number of shares of Class B Common Stock and/or shares of Series B Founder Preferred Stock, respectively. In February 2022, the Company granted the executive officers awards of additional LTIP Units (each, a “2022 LTIP Award”), consisting of Series C LTIP Units and, in tandem with such LTIP Units, an equal number of shares of Class B Common Stock. The Initial Awards consisted of (i) 3,376,076 time-vesting Series A LTIP Units that either vest over a three-year five-year three-year three-year A summary of the changes in the LTIP Units for the three months ended March 31, 2022 is presented below: Series A LTIP Units Series B LTIP Units Series C LTIP Units Outstanding at December 31, 2021 5,340,000 1,386,033 — Granted — — 1,105,920 Exercised — — — Outstanding at March 31, 2022 5,340,000 1,386,033 1,105,920 Vested at March 31, 2022 1,651,007 856,693 — As of March 31, 2022, all awards of Series C LTIP Units are expected to vest. The fair value of each time-vesting Series C LTIP Unit and each Series C LTIP Unit vesting on the attainment of the AIPR Growth Condition was based on the grant date per share fair value of the Company’s Class A Common Stock, which was $13.01 per share. For each Market Condition Series C LTIP Unit, fair value 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 Market Condition Series C LTIP Unit and the assumptions used in the determinations thereof were as follows: Market Condition Series C LTIP Units Weighted-average grant date fair value $ 7.49 Expected term 3.0 years Expected volatility 33.0 % Risk-free interest rate 1.8 % For the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense of $3,685 and $3,313, respectively, in the aggregate for all grants of LTIP Units. As of March 31, 2022, there was $37,248 of total unrecognized compensation cost related to the LTIP Units granted, which is expected to be recognized over a weighted-average period of 2.7 years. Restricted Stock Restricted stock awards granted under the Equity Plan generally are non-transferable until vesting of each award is complete. Each restricted stock award granted under the Equity Plan grants the recipient one share of Class A Common Stock at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Except for performance-vesting restricted stock awards granted in February 2022 (“Performance RSAs”), vesting of restricted stock awards granted under the Equity Plan is contingent upon the recipient’s completion of service, which ranges from one to five years beginning on the grant date. The Performance RSAs consisted of (i) 133,308 shares of Class A Common Stock that are subject to both time and two equally-weighted performance vesting conditions, the latter conditions based on the attainment of the following conditions over the three-year period ending December 31, 2024: a.) the Market Condition; and b.) the AIPR Growth Condition and (ii) 100,000 shares of Class A Common Stock that are subject to both time and performance vesting conditions, the latter condition based solely on the attainment of growth in certain annualized in-place rents of the Company over the five-year A summary of the changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2022 is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at December 31, 2021 95,292 $ 10.93 Granted 560,594 $ 12.51 Vested (62,692 ) $ (12.54 ) Forfeited — — Nonvested at March 31, 2022 593,194 $ 12.25 As of March 31, 2022, all Performance RSAs are expected to vest. The fair value of each Performance RSA vesting on the attainment of annualized in-place rent criteria was based on the grant date per share fair value of the Company’s Class A Common Stock, which was $13.01 per share. For each Market Condition Performance RSA, fair value 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 Market Condition Performance RSA and the assumptions used in the determinations thereof were as follows: Market Condition Restricted Stock Awards Weighted-average grant date fair value $ 7.49 Expected term 3.0 years Expected volatility 33.0 % Risk-free interest rate 1.8 % For the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense for restricted stock awards of $367 and $496, respectively. As of March 31, 2022, there was $6,987 of total unrecognized compensation cost related to restricted stock awards granted as of March 31, 2022. The total cost is expected to be recognized over a weighted-average period of 3.6 years. S tock Options The following table summarizes the changes in the number of common shares underlying options for the three months ended March 31, 2022: Shares Weighted- Average Exercise Price Outstanding at December 31, 2021 3,989,100 $ 10.32 Granted 330,000 $ 13.32 Exercised (10,985 ) $ 8.14 Forfeited (17,500 ) $ 15.36 Outstanding at March 31, 2022 4,290,615 $ 10.54 Exercisable at March 31, 2022 1,190,815 $ 8.57 Expiring on the tenth anniversary following the grant date, each employee option award vests upon the completion of five years of service. For stock options granted during the three months ended March 31, 2022, t he weighted-average grant date fair values for employee stock options and the weighted-average assumptions used in the determinations thereof were as follows: Three months ended March 31, 2022 Weighted-average grant date fair value $ 4.14 Expected term 6.5 years Expected volatility 26.4 % Risk-free interest rate 1.9 % For the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense of $540 and $294, respectively, for stock options granted to employees. As of March 31, 2022, there was $8,707 of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 4.0 years. |
Basic and Diluted Income (Loss)
Basic and Diluted Income (Loss) per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Income (Loss) per Common Share | 1 1 . Basic and Diluted Income (Loss) per Common Share Diluted earnings (loss) 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. For all periods presented with a net loss, the effects of any incremental potential common shares have been excluded from the calculation of loss per common share because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share were the same for periods with a net loss attributable to common stockholders of Radius. The following table sets forth the computation of basic and diluted net loss per common share: Three months ended March 31, 2022 Three months ended March 31, 2021 Numerator: Net loss attributable to stockholders $ (4,437 ) $ (7,579 ) Stock dividend payment to holders of Series A Founder Preferred Stock — (31,391 ) Net loss attributable to common stockholders $ (4,437 ) $ (38,970 ) Denominator: Weighted average common shares outstanding - basic and diluted 92,104,971 59,479,707 Basic and diluted loss per common share $ (0.05 ) $ (0.66 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding as they would be anti-dilutive: Three months ended March 31, 2022 Three months ended March 31, 2021 Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 Warrants — 16,674,700 Stock options 4,290,615 3,326,900 Restricted stock 593,194 95,292 LTIP Units 7,831,953 6,786,033 Convertible Notes 11,693,192 — |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 2 . 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of Securities and Exchange Commission for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the entire year. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in detail in Note 2 to the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022. |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Cash And Cash Equivalents [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash reported 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: March 31, 2022 December 31, 2021 Cash and cash equivalents $ 565,739 $ 456,146 Restricted cash 1,942 2,085 Restricted cash, long term 224,579 173,962 Total cash and cash equivalents and restricted cash $ 792,260 $ 632,193 |
Real Property Interests (Tables
Real Property Interests (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Real Property Interests, Net | Real property interests, net consisted of the following: March 31, 2022 December 31, 2021 Right-of-use assets – finance leases $ 339,882 $ 319,457 Telecom real property interests 1,320,185 1,257,373 1,660,067 1,576,830 Less accumulated amortization: Right-of-use assets - finance leases (20,921 ) (17,592 ) Telecom real property interests (97,612 ) (83,187 ) Real property interests, net $ 1,541,534 $ 1,476,051 |
Summary of Finance Lease Expense and Interest Expense Associated with Lease Liability in Condensed Statement of Operations | The Company recorded finance lease expense and interest expense associated with finance lease liabilities in the condensed consolidated statements of operations as follows: Three months ended March 31, 2022 Three months ended March 31, 2021 Finance lease expense $ 3,598 $ 2,391 Interest expense – lease liability $ 256 $ 185 |
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: Three months ended March 31, 2022 Three months ended March 31, 2021 Cash paid for amounts included in the measurement of finance lease liabilities: Operating cash flows from finance leases $ 136 $ 62 Financing cash flows from finance leases $ 3,170 $ 2,632 Finance lease liabilities arising from obtaining right-of-use assets $ 3,565 $ 3,659 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2022, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2022 $ 1,002 2023 1,166 2024 1,009 2025 869 2026 761 Thereafter 3,288 $ 8,095 |
Schedule of Maturity of Finance Lease Liabilities and Telecom Real Property Interest Liabilities | Maturities of finance lease liabilities and telecom real property interest liabilities as of March 31, 2022 were as follows: Finance Lease Telecom Real Property Interest Remainder of 2022 $ 8,311 $ 2,569 2023 12,213 8,576 2024 6,486 3,730 2025 4,296 402 2026 3,126 368 Thereafter 4,191 558 Total lease payments 38,623 16,203 Less amounts representing future interest (2,752 ) (645 ) Total liability 35,871 15,558 Less current portion (12,656 ) (5,779 ) Non-current liability $ 23,215 $ 9,779 |
Telecom Real Property Interests | |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2022, amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2022 $ 48,100 2023 63,579 2024 63,579 2025 63,052 2026 63,052 Thereafter 921,211 $ 1,222,573 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following: March 31, 2022 December 31, 2021 In-place lease intangible asset Gross carrying amount $ 10,795 $ 10,295 Less accumulated amortization: (2,700 ) (2,381 ) Intangible assets, net $ 8,095 $ 7,914 |
Schedule of Amortization Expense To Be Recognized for Each of Succeeding Five Years | As of March 31, 2022, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows: Remainder of 2022 $ 1,002 2023 1,166 2024 1,009 2025 869 2026 761 Thereafter 3,288 $ 8,095 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Interest payable $ 8,965 $ 8,805 Accrued liabilities 1,082 923 Taxes payable 15,140 11,980 Payroll and related withholdings 4,740 7,961 Accounts payable 3,787 1,891 Professional fees accrued 3,812 3,428 Current portion of operating lease liabilities 877 850 Other 1,428 1,157 Total accounts payable and accrued expenses $ 39,831 $ 36,995 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of Unamortized Debt Discount and Deferred Financing Costs | Long-term debt, net of unamortized debt discount and deferred financing costs, consisted of the following: March 31, 2022 December 31, 2021 DWIP Loan Agreement $ 102,600 $ 102,600 Facility Agreement 663,789 681,747 DWIP II Loan Agreement 75,000 75,000 Subscription Agreement 165,731 169,119 Convertible Notes 264,500 264,500 ArcCo Subscription Agreement 249,652 — Other debt 847 2,565 Less: unamortized debt discount and financing fees (29,126 ) (23,306 ) Debt, carrying amount $ 1,492,993 $ 1,272,225 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Long Term Incentive Plan Units | A summary of the changes in the LTIP Units for the three months ended March 31, 2022 is presented below: Series A LTIP Units Series B LTIP Units Series C LTIP Units Outstanding at December 31, 2021 5,340,000 1,386,033 — Granted — — 1,105,920 Exercised — — — Outstanding at March 31, 2022 5,340,000 1,386,033 1,105,920 Vested at March 31, 2022 1,651,007 856,693 — |
Weighted Average Grant Date Fair Values for Long Term Incentive Plan Unit | The weighted-average grant date fair values for each Market Condition Series C LTIP Unit and the assumptions used in the determinations thereof were as follows: Market Condition Series C LTIP Units Weighted-average grant date fair value $ 7.49 Expected term 3.0 years Expected volatility 33.0 % Risk-free interest rate 1.8 % |
Summary of Changes in Nonvested Restricted Stock Awards | A summary of the changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2022 is presented below: Shares Weighted- Average Grant- Date Fair Value Nonvested at December 31, 2021 95,292 $ 10.93 Granted 560,594 $ 12.51 Vested (62,692 ) $ (12.54 ) Forfeited — — Nonvested at March 31, 2022 593,194 $ 12.25 |
Weighted Average Grant Date Fair Values for Market Condition Performance | The weighted-average grant date fair values for each Market Condition Performance RSA and the assumptions used in the determinations thereof were as follows: Market Condition Restricted Stock Awards Weighted-average grant date fair value $ 7.49 Expected term 3.0 years Expected volatility 33.0 % Risk-free interest rate 1.8 % |
Schedule of Changes in Number of Common Shares Underlying Options | The following table summarizes the changes in the number of common shares underlying options for the three months ended March 31, 2022: Shares Weighted- Average Exercise Price Outstanding at December 31, 2021 3,989,100 $ 10.32 Granted 330,000 $ 13.32 Exercised (10,985 ) $ 8.14 Forfeited (17,500 ) $ 15.36 Outstanding at March 31, 2022 4,290,615 $ 10.54 Exercisable at March 31, 2022 1,190,815 $ 8.57 |
Weighted Average Grant Date Fair Values for Employee Stock Options Granted | For stock options granted during the three months ended March 31, 2022, t he weighted-average grant date fair values for employee stock options and the weighted-average assumptions used in the determinations thereof were as follows: Three months ended March 31, 2022 Weighted-average grant date fair value $ 4.14 Expected term 6.5 years Expected volatility 26.4 % Risk-free interest rate 1.9 % |
Basic and Diluted Income (Los_2
Basic and Diluted Income (Loss) per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: Three months ended March 31, 2022 Three months ended March 31, 2021 Numerator: Net loss attributable to stockholders $ (4,437 ) $ (7,579 ) Stock dividend payment to holders of Series A Founder Preferred Stock — (31,391 ) Net loss attributable to common stockholders $ (4,437 ) $ (38,970 ) Denominator: Weighted average common shares outstanding - basic and diluted 92,104,971 59,479,707 Basic and diluted loss per common share $ (0.05 ) $ (0.66 ) |
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: Three months ended March 31, 2022 Three months ended March 31, 2021 Shares of Series A Founder Preferred Stock 1,600,000 1,600,000 Warrants — 16,674,700 Stock options 4,290,615 3,326,900 Restricted stock 593,194 95,292 LTIP Units 7,831,953 6,786,033 Convertible Notes 11,693,192 — |
Organization - Additional Infor
Organization - Additional Information (Details) | Mar. 31, 2022 |
AP Wireless | Landscape | |
Business Acquisition [Line Items] | |
Percentage of interest acquired | 94.00% |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 565,739 | $ 456,146 |
Restricted cash | 1,942 | 2,085 |
Restricted cash, long-term | 224,579 | 173,962 |
Total cash and cash equivalents and restricted cash | $ 792,260 | $ 632,193 |
Real Property Interests - Summa
Real Property Interests - Summary of Real Property Interests, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets - finance leases | $ 339,882 | $ 319,457 |
Telecom real property interests | 1,320,185 | 1,257,373 |
Real property interests, gross | 1,660,067 | 1,576,830 |
Right-of-use assets - finance leases | (20,921) | (17,592) |
Telecom real property interests | (97,612) | (83,187) |
Real property interests, net | $ 1,541,534 | $ 1,476,051 |
Real Property Interests - Addit
Real Property Interests - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||
Finance lease, weighted-average remaining lease term | 40 years 1 month 6 days | 40 years 1 month 6 days | |
Finance lease, weighted-average incremental borrowing rate | 4.10% | 3.90% | |
Finance lease, weighted average remaining contractual payment term | 3 years 3 months 18 days | ||
Telecom Real Property Interests | |||
Lessee Lease Description [Line Items] | |||
Amortization expense | $ 14,545 | $ 11,199 | |
Telecom Real Property Interests | Minimum | |||
Lessee Lease Description [Line Items] | |||
Tenant notice period for termination of lease without penalty | 30 days | ||
Telecom Real Property Interests | Maximum | |||
Lessee Lease Description [Line Items] | |||
Tenant notice period for termination of lease without penalty | 180 days |
Real Property Interests - Sum_2
Real Property Interests - Summary of Finance Lease Expense and Interest Expense Associated with Lease Liability in Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Finance lease expense | $ 3,598 | $ 2,391 |
Interest expense – lease liability | $ 256 | $ 185 |
Real Property Interests - Sched
Real Property Interests - Schedule of Supplemental Cash Flow Information Related to Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from finance leases | $ 136 | $ 62 |
Financing cash flows from finance leases | 3,170 | 2,632 |
Finance lease liabilities arising from obtaining right-of-use assets | $ 3,565 | $ 3,659 |
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 | Mar. 31, 2022USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Remainder of 2022 | $ 48,100 |
2023 | 63,579 |
2024 | 63,579 |
2025 | 63,052 |
2026 | 63,052 |
Thereafter | 921,211 |
Total | $ 1,222,573 |
Real Property Interests - Sch_3
Real Property Interests - Schedule of Maturities of Finance Lease Liabilities and Telecom Real Property Interest Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2022 | $ 8,311 | |
2023 | 12,213 | |
2024 | 6,486 | |
2025 | 4,296 | |
2026 | 3,126 | |
Thereafter | 4,191 | |
Total lease payments | 38,623 | |
Less amounts representing future interest | (2,752) | |
Total liability | 35,871 | |
Less current portion | (12,656) | $ (10,567) |
Finance lease liabilities | 23,215 | 24,766 |
Less current portion | (5,779) | $ (3,828) |
Telecom Real Property Interest | ||
Finance Lease and Telecom Real Property Interest | ||
Remainder of 2022 | 2,569 | |
2023 | 8,576 | |
2024 | 3,730 | |
2025 | 402 | |
2026 | 368 | |
Thereafter | 558 | |
Total lease payments | 16,203 | |
Less amounts representing future interest | (645) | |
Total liability | 15,558 | |
Less current portion | (5,779) | |
Non-current liability | $ 9,779 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets Subject to Amortization (Details) - In-Place Lease Intangible Asset - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 10,795 | $ 10,295 |
Less accumulated amortization: | (2,700) | (2,381) |
Total | $ 8,095 | $ 7,914 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
In-Place Lease Intangible Asset | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 355 | $ 309 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2022 | $ 1,002 | |
2023 | 1,166 | |
2024 | 1,009 | |
2025 | 869 | |
2026 | 761 | |
Thereafter | 3,288 | |
Total | $ 8,095 | $ 7,914 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Interest payable | $ 8,965 | $ 8,805 |
Accrued liabilities | 1,082 | 923 |
Taxes payable | 15,140 | 11,980 |
Payroll and related withholdings | 4,740 | 7,961 |
Accounts payable | 3,787 | 1,891 |
Professional fees accrued | 3,812 | 3,428 |
Current portion of operating lease liabilities | 877 | 850 |
Other | 1,428 | 1,157 |
Total accounts payable and accrued expenses | $ 39,831 | $ 36,995 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt, Net of Unamortized Debt Discount and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Less: unamortized debt discount and financing fees | $ (29,126) | $ (23,306) | |
Debt, carrying amount | 1,492,993 | 1,272,225 | |
DWIP Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 102,600 | 102,600 | |
Facility Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 663,789 | 681,747 | |
DWIP II Loan Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 75,000 | 75,000 | |
Subscription Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 165,731 | 169,119 | |
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 264,500 | 264,500 | |
Other Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 847 | $ 2,565 | |
ArcCo Subscription Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 249,652 | ||
Less: unamortized debt discount and financing fees | $ (1,287) |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Aug. 31, 2021USD ($) | Apr. 30, 2022USD ($) | Jan. 31, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022EUR (€) | Mar. 31, 2022GBP (£) | Jan. 31, 2022EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Apr. 30, 2021 |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument issue discount | $ 29,126,000 | $ 23,306,000 | |||||||||||
Amortization of debt discount and deferred financing costs | $ 1,106,000 | $ 135,000 | |||||||||||
Deferred financing fees | $ 5,095,000 | ||||||||||||
Discount | 1,287,000 | ||||||||||||
Interest Expense, Net | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of debt discount and deferred financing costs | 1,106,000 | $ 135,000 | |||||||||||
Interest Rate Cap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional amount | € | € 40,000 | ||||||||||||
Derivative maturity date | Mar. 31, 2026 | ||||||||||||
Interest Rate Cap | EURIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest on the variable rate borrowing | 3.75% | 3.75% | 3.75% | ||||||||||
Interest Rate Cap | Other Income (Expense) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Changes in fair value of interest rate cap | $ 1,074,000 | ||||||||||||
Other Long-term Assets | Interest Rate Cap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative asset | $ 1,601,000 | ||||||||||||
Maximum | Interest Rate Cap | EURIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate cap | 0.25% | 0.25% | 0.25% | ||||||||||
ArcCo Investments | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maximum borrowing capacity | 257,490,000 | € 225,000,000 | |||||||||||
Funded to debt service reserve account | $ 5,000,000 | ||||||||||||
Debt instrument, interest rate | 3.20% | 3.20% | |||||||||||
Debt instrument frequency of periodic principal payments | quarterly | ||||||||||||
Debt instrument, maturity date | Jan. 31, 2030 | ||||||||||||
ArcCo Subscription Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maximum borrowing capacity | $ 256,203,000 | € 750,000,000 | |||||||||||
Debt instrument issue discount | $ 1,287,000 | ||||||||||||
Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 2.50% | ||||||||||||
Debt instrument frequency of periodic principal payments | semi-annually | ||||||||||||
Debt instrument, maturity date | Sep. 15, 2026 | ||||||||||||
Debt instrument principal amount | $ 264,500,000 | ||||||||||||
Debt instrument beginning date | Mar. 15, 2022 | ||||||||||||
Debt instrument interest payments, term | payable semi-annually in arrears on March 15 and September 15 of each year | ||||||||||||
Convertible Notes | Class A Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, convertible conversion rate in ordinary shares | 44.2087 | ||||||||||||
Debt instrument, convertible, principal amount per share considered for conversion rate | $ 1,000 | ||||||||||||
Debt instrument, convertible, initial conversion price per ordinary share | $ / shares | $ 22.62 | ||||||||||||
DWIP Agreement | Subsequent Event | Promissory Certificates | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repay outstanding obligation | $ 102,600,000 | ||||||||||||
DWIP Agreement | DWIP | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 4.25% | 4.25% | 4.25% | ||||||||||
Debt instrument, maturity date | Oct. 31, 2023 | ||||||||||||
Debt instrument, prepayment premium percentage | 1.00% | 1.00% | 1.00% | ||||||||||
D W I P Subscription Agreement | Subsequent Event | Promissory Certificates | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maximum borrowing capacity | $ 165,000,000 | ||||||||||||
Debt instrument, interest rate | 3.60% | ||||||||||||
Debt instrument, maturity date | Apr. 30, 2027 | ||||||||||||
Debt instrument, prepayment premium percentage | 1.00% | ||||||||||||
Facility Agreement | IWIP | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 1,000,000,000 | ||||||||||||
Debt instrument, maturity date | Oct. 31, 2031 | Aug. 31, 2030 | Oct. 31, 2027 | ||||||||||
Debt instrument principal amount | $ 152,118,000 | $ 155,555,000 | $ 356,116,000 | ||||||||||
Debt instrument, term | 10 years | ||||||||||||
Debt instrument, funded amount | € 327,150,000 | £ 228,700 | |||||||||||
Facility Agreement | IWIP | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 2.80% | 2.80% | 2.80% | ||||||||||
Facility Agreement | IWIP | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 4.50% | 4.50% | 4.50% | ||||||||||
Amended And Restated Mezzanine Loan Agreement | A P W I P Domestic Investment I I L L C | A P W Op Co | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||
Subscription Agreement | AP WIP Investments Borrower | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maximum borrowing capacity | £ | £ 250,000,000 | ||||||||||||
Debt instrument, term | 9 years | ||||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, maturity date | Nov. 30, 2028 | ||||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Fixed Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, funded amount | € | € 105,000,000 | ||||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Variable Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, funded amount | £ | £ 40,000 | ||||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 3.80% | 3.80% | 3.80% | ||||||||||
Percentage of payment-in-kind interest | 1.75% | 1.75% | 1.75% | ||||||||||
Subscription Agreement | AP WIP Investments Borrower | Interest-Only Secured Notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, interest rate | 4.25% | 4.25% | 4.25% | ||||||||||
Percentage of payment-in-kind interest | 2.00% | 2.00% | 2.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ (3,166) | $ (722) |
Effective tax rate | 40.50% | 8.10% |
Unrecognized income tax benefits | $ 1,202 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2022 | Feb. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 10, 2020 |
A P W Op Co | Noncontrolling Interest | |||||
Class Of Stock [Line Items] | |||||
Noncontrolling Interest Percentage | 5.60% | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, voting rights | one vote per share | ||||
Shares outstanding | 92,731,191 | 92,159,612 | 58,425,000 | ||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, voting rights | one vote per share | ||||
Shares outstanding | 12,657,689 | 11,551,769 | |||
Series A Founder Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Dividends declared date | 2021-02 | ||||
Dividends paid date | 2021-02 | ||||
Issuance of common stock shares | 2,474,421 | ||||
Number of trading days | 10 days | ||||
Series A Founder Preferred Stock | 2020 Annual Dividend Amount | |||||
Class Of Stock [Line Items] | |||||
Number of consecutive trading days | 10 days | ||||
Dividend payable percentage in proportion to increase in market value of one ordinary share during first year | 20.00% | ||||
Dividend payable price in proportion to increase in market value of ordinary share during first year | $ 10 | ||||
Average common share price for stock dividend determination | $ 12.69 | ||||
Stock dividend payment (amount) | $ 31,391 | ||||
Series A Founder Preferred Stock | 2021 Annual Dividend Amount | |||||
Class Of Stock [Line Items] | |||||
Number of consecutive trading days | 10 days | ||||
Average common share price for stock dividend determination | $ 16.18 | ||||
Stock dividend payment (amount) | $ 40,832 | ||||
Computation of annual dividend based on percentage of difference between volume weighted average price over last ten consecutive trading days | 20.00% | ||||
Dividend payable price in proportion to increase in market value of ordinary share during subsequent year | 12.69 | ||||
Series A Founder Preferred Stock | 2021 Annual Dividend Amount | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Issuance of common stock shares | 2,523,472 | ||||
Dividends declared date | May 6, 2022 | ||||
Dividends paid date | May 13, 2022 | ||||
Rollover distribution of class B common units to holders of series A rollover profits units | 138,005 | ||||
Series A Founder Preferred Stock | Minimum | |||||
Class Of Stock [Line Items] | |||||
Average price per ordinary share | $ 11.50 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 4,592 | $ 4,103 | ||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 367 | 496 | ||
Unrecognized equity-based compensation cost | $ 6,987 | |||
Weighted average period for recognition of compensation cost | 3 years 7 months 6 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 share of Class A Common Stock at no cost to the recipient, subject to the terms and conditions of the Equity Plan and associated award agreement. Except for performance-vesting restricted stock awards granted in February 2022 (“Performance RSAs”), 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. | |||
Share-based Payment Arrangement, Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Grant date fair value, per share | $ 4.14 | |||
Share-based compensation | $ 540 | 294 | ||
Weighted average period for recognition of compensation cost | 4 years | |||
Unrecognized compensation cost | $ 8,707 | |||
Class A Common Stock | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Grant date fair value, per share | $ 13.01 | |||
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 | |||
Number of share based awards available for grant | 535,432 | |||
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 | |||
Time-Vesting Series C LTIP Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units awarded | 276,481 | |||
Vesting period | 3 years | |||
Performance-Based Series C LTIP Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units awarded | 829,439 | |||
Vesting period | 3 years | |||
Series C LTIP Units | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Grant date fair value, per share | $ 13.01 | |||
LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 3,685 | $ 3,313 | ||
Unrecognized equity-based compensation cost | $ 37,248 | |||
Weighted average period for recognition of compensation cost | 2 years 8 months 12 days | |||
Time-Vesting Class A Common Stock | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units awarded | 133,308 | |||
Time-Vesting Class A Common Stock | Minimum | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Time-Vesting Class A Common Stock | Maximum | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Performance-Based Class A Common Stock | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units awarded | 100,000 | |||
Vesting period | 5 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Changes in Long Term Incentive Plan Units (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Series A LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2021 | 5,340,000 |
Granted | |
Outstanding at March 31, 2022 | 5,340,000 |
Vested at March 31, 2022 | 1,651,007 |
Series B LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at December 31, 2021 | 1,386,033 |
Granted | |
Outstanding at March 31, 2022 | 1,386,033 |
Vested at March 31, 2022 | 856,693 |
Series C LTIP Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 1,105,920 |
Outstanding at March 31, 2022 | 1,105,920 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Grant Date Fair Values for Long Term Incentive Plan Unit (Details) - Series C LTIP Units | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average grant date fair value | $ 7.49 |
Expected term | 3 years |
Expected volatility | 33.00% |
Risk-free interest rate | 1.80% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Nonvested Restricted Stock Awards (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Nonvested, beginning | shares | 95,292 |
Number of shares, Granted | shares | 560,594 |
Number of shares, Vested | shares | (62,692) |
Number of shares, Nonvested, ending | shares | 593,194 |
Weighted-Average Grant-Date Fair Value, beginning | $ / shares | $ 10.93 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 12.51 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | (12.54) |
Weighted-Average Grant-Date Fair Value, ending | $ / shares | $ 12.25 |
Share-Based Compensation - We_2
Share-Based Compensation - Weighted Average Grant Date Fair Values for each Market Condition Performance (Details) - Market Condition Restricted Awards | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-Average Grant-Date Fair Value, Granted | $ 7.49 |
Expected term | 3 years |
Expected volatility | 33.00% |
Risk-free interest rate | 1.80% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Changes in Number of Common Shares Underlying Options (Details) - Share-based Payment Arrangement, Option | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Outstanding beginning balance | shares | 3,989,100 |
Shares granted | shares | 330,000 |
Shares exercised | shares | (10,985) |
Shares forfeited | shares | (17,500) |
Shares outstanding ending balance | shares | 4,290,615 |
Shares exercisable | shares | 1,190,815 |
Weighted-average exercise price outstanding beginning balance | $ / shares | $ 10.32 |
Weighted-average exercise price granted | $ / shares | 13.32 |
Weighted-average exercise price exercised | $ / shares | 8.14 |
Weighted-average exercise price forfeited | $ / shares | 15.36 |
Weighted-average exercise price outstanding ending balance | $ / shares | 10.54 |
Weighted-average exercise price exercisable | $ / shares | $ 8.57 |
Share-Based Compensation - We_3
Share-Based Compensation - Weighted Average Grant Date Fair Values for Employee Stock Options Granted (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grant date fair value, per share | $ 4.14 |
Expected term | 6 years 6 months |
Expected volatility | 26.40% |
Risk-free interest rate | 1.90% |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to stockholders | $ (4,437) | $ (7,579) |
Stock dividend payment to holders of Series A Founders Preferred Stock | (31,391) | |
Net loss attributable to common stockholders | $ (4,437) | $ (38,970) |
Denominator: | ||
Weighted average common shares outstanding - basic and diluted | 92,104,971 | 59,479,707 |
Basic and diluted loss per common share | $ (0.05) | $ (0.66) |
Basic and Diluted Income (Los_4
Basic and Diluted Income (Loss) per Common Share - Summary of Potentially Dilutive Securities Excluded From Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 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 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 16,674,700 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 4,290,615 | 3,326,900 |
Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding | 593,194 | 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 | 7,831,953 | 6,786,033 |
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 |