radi-10k_20211231.htm
false FY 0001810739 --12-31 true true true true true true true true true true true true true true P23Y P30D P180D http://fasb.org/us-gaap/2021-01-31#OtherAssets http://fasb.org/us-gaap/2021-01-31#OtherAssets P10D P10D P10D P10D P10D 2031-10-31 2030-08-31 2027-10-31 P9Y 2028-11-30 2028-11-30 P3Y P5Y 2030-01-31 Successor Successor Predecessor http://fasb.org/us-gaap/2021-01-31#AccountsPayableAndAccruedLiabilitiesCurrent http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrent 0001810739 2021-01-01 2021-12-31 xbrli:shares 0001810739 us-gaap:CommonClassAMember 2022-02-22 0001810739 us-gaap:CommonClassBMember 2022-02-22 iso4217:USD 0001810739 2021-06-30 0001810739 2021-12-31 0001810739 2020-12-31 0001810739 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001810739 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001810739 us-gaap:SeriesBPreferredStockMember 2020-12-31 0001810739 us-gaap:CommonClassAMember 2021-12-31 iso4217:USD xbrli:shares 0001810739 us-gaap:CommonClassAMember 2020-12-31 0001810739 us-gaap:CommonClassBMember 2021-12-31 0001810739 us-gaap:CommonClassBMember 2020-12-31 0001810739 2020-02-10 2020-12-31 0001810739 2020-01-01 2020-02-09 0001810739 radi:ClassACommonUnitsMember 2019-12-31 0001810739 radi:CommonUnitsMember 2019-12-31 0001810739 us-gaap:RetainedEarningsMember 2019-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001810739 2019-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-02-09 0001810739 us-gaap:RetainedEarningsMember 2020-01-01 2020-02-09 0001810739 radi:ClassACommonUnitsMember 2020-02-09 0001810739 radi:CommonUnitsMember 2020-02-09 0001810739 us-gaap:RetainedEarningsMember 2020-02-09 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-09 0001810739 2020-02-09 0001810739 us-gaap:SeriesAPreferredStockMember 2020-02-09 0001810739 us-gaap:CommonStockMember 2020-02-09 0001810739 us-gaap:AdditionalPaidInCapitalMember 2020-02-09 0001810739 us-gaap:CommonClassBMember 2020-02-10 2020-12-31 0001810739 us-gaap:NoncontrollingInterestMember 2020-02-10 2020-12-31 0001810739 us-gaap:SeriesBPreferredStockMember 2020-02-10 2020-12-31 0001810739 us-gaap:AdditionalPaidInCapitalMember 2020-02-10 2020-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-10 2020-12-31 0001810739 us-gaap:RetainedEarningsMember 2020-02-10 2020-12-31 0001810739 us-gaap:CommonStockMember 2020-12-31 0001810739 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001810739 us-gaap:RetainedEarningsMember 2020-12-31 0001810739 us-gaap:NoncontrollingInterestMember 2020-12-31 0001810739 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001810739 us-gaap:CommonClassBMember 2021-01-01 2021-12-31 0001810739 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0001810739 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001810739 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0001810739 us-gaap:CommonStockMember 2021-12-31 0001810739 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001810739 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001810739 us-gaap:RetainedEarningsMember 2021-12-31 0001810739 us-gaap:NoncontrollingInterestMember 2021-12-31 0001810739 radi:TelecomRealPropertyInterestsMember 2021-01-01 2021-12-31 xbrli:pure 0001810739 us-gaap:ParentMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2020-02-10 2020-02-10 0001810739 radi:APWOpCoMember us-gaap:ParentMember 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2020-02-10 0001810739 us-gaap:CommonClassAMember 2020-10-02 0001810739 2019-01-01 2019-12-31 0001810739 srt:MinimumMember 2021-01-01 2021-12-31 0001810739 srt:MaximumMember 2021-01-01 2021-12-31 radi:Segment 0001810739 srt:MinimumMember 2021-12-31 0001810739 srt:MaximumMember 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate201613Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate201704Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate201904Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate201602Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate202003Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate201912Member 2021-12-31 0001810739 us-gaap:AccountingStandardsUpdate202006Member 2021-12-31 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:APWOpCoMember 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:APWOpCoMember us-gaap:NoncontrollingInterestMember 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:MonteCarloSimulationModelMember us-gaap:MeasurementInputPriceVolatilityMember 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:MonteCarloSimulationModelMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:MonteCarloSimulationModelMember us-gaap:MeasurementInputExpectedTermMember 2020-02-10 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember radi:MonteCarloSimulationModelMember us-gaap:MeasurementInputSharePriceMember radi:OrdinarySharesMember 2020-02-10 0001810739 srt:MinimumMember radi:APWIPInvestmentsHoldingsLPMember 2020-02-10 2020-02-10 0001810739 srt:MaximumMember radi:APWIPInvestmentsHoldingsLPMember 2020-02-10 2020-02-10 0001810739 us-gaap:LeasesAcquiredInPlaceMember radi:APWIPInvestmentsHoldingsLPMember 2020-02-10 2020-02-10 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2020-01-01 2020-12-31 0001810739 radi:TelecomRealPropertyInterestsMember srt:MaximumMember 2021-01-01 2021-12-31 0001810739 radi:TelecomRealPropertyInterestsMember srt:MinimumMember 2021-01-01 2021-12-31 0001810739 radi:TelecomRealPropertyInterestsMember 2020-02-10 2020-12-31 0001810739 radi:TelecomRealPropertyInterestsMember 2020-01-01 2020-02-09 0001810739 radi:TelecomRealPropertyInterestsMember 2021-12-31 0001810739 radi:TelecomRealPropertyInterestMember 2021-12-31 0001810739 2020-01-01 2020-12-31 0001810739 us-gaap:LeasesAcquiredInPlaceMember 2021-12-31 0001810739 us-gaap:LeasesAcquiredInPlaceMember 2020-12-31 0001810739 us-gaap:LeasesAcquiredInPlaceMember 2021-01-01 2021-12-31 0001810739 us-gaap:LeasesAcquiredInPlaceMember 2020-02-10 2020-12-31 0001810739 us-gaap:LeasesAcquiredInPlaceMember 2020-01-01 2020-02-09 0001810739 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-01-01 2021-12-31 0001810739 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-02-10 2020-12-31 0001810739 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-02-09 0001810739 radi:DWIPLoanAgreementMember 2021-12-31 0001810739 radi:DWIPLoanAgreementMember 2020-12-31 0001810739 radi:FacilityAgreementMember 2021-12-31 0001810739 radi:FacilityAgreementMember 2020-12-31 0001810739 radi:DWIPIILoanAgreementMember 2021-12-31 0001810739 radi:SubscriptionAgreementMember 2021-12-31 0001810739 radi:SubscriptionAgreementMember 2020-12-31 0001810739 us-gaap:ConvertibleDebtMember 2021-12-31 0001810739 radi:OtherDebtInstrumentMember 2021-12-31 0001810739 radi:OtherDebtInstrumentMember 2020-12-31 0001810739 us-gaap:ConvertibleDebtMember 2021-09-30 0001810739 us-gaap:ConvertibleDebtMember 2021-09-29 2021-09-30 0001810739 us-gaap:ConvertibleDebtMember 2021-01-01 2021-12-31 0001810739 us-gaap:ConvertibleDebtMember us-gaap:CommonClassAMember 2021-09-29 2021-09-30 0001810739 us-gaap:ConvertibleDebtMember us-gaap:CommonClassAMember 2021-09-30 0001810739 us-gaap:ConvertibleDebtMember srt:MinimumMember 2021-09-29 2021-09-30 radi:TradingDay 0001810739 2021-09-30 0001810739 2021-09-29 2021-09-30 0001810739 radi:APWIPHoldingsLLCMember radi:DWIPLoanAgreementMember 2021-01-01 2021-12-31 0001810739 radi:APWIPHoldingsLLCMember radi:DWIPLoanAgreementMember 2021-12-31 iso4217:GBP 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2017-10-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2017-10-01 2017-10-31 iso4217:EUR 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-12-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-10-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-08-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-10-30 2021-10-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-08-30 2021-08-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-12-30 2021-12-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MinimumMember 2021-12-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MinimumMember 2021-10-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MinimumMember 2021-08-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MaximumMember 2021-12-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MaximumMember 2021-10-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember srt:MaximumMember 2021-08-31 0001810739 radi:APWIPInternationalHoldingsLLCMember radi:FacilityAgreementMember 2021-01-01 2021-12-31 0001810739 radi:APWIPDomesticInvestmentIILLCMember radi:AmendedAndRestatedMezzanineLoanAgreementMember radi:APWOpCoMember 2020-04-01 2020-04-30 0001810739 radi:APWIPDomesticInvestmentIILLCMember radi:AmendedAndRestatedMezzanineLoanAgreementMember radi:APWOpCoMember 2020-02-10 2020-12-31 0001810739 radi:APWIPDomesticInvestmentIILLCMember radi:AmendedAndRestatedMezzanineLoanAgreementMember radi:APWOpCoMember 2021-04-30 0001810739 radi:APWIPDomesticInvestmentIILLCMember radi:AmendedAndRestatedMezzanineLoanAgreementMember radi:APWOpCoMember 2021-01-01 2021-12-31 0001810739 radi:APWIPInvestmentsBorrowerLLCMember radi:SubscriptionAgreementMember 2019-11-06 0001810739 radi:APWIPInvestmentsBorrowerLLCMember radi:SubscriptionAgreementMember 2019-11-06 2019-11-06 0001810739 radi:APWIPInvestmentsBorrowerLLCMember radi:SubscriptionAgreementMember us-gaap:SecuredDebtMember 2021-02-28 0001810739 radi:APWIPInvestmentsBorrowerLLCMember radi:SubscriptionAgreementMember us-gaap:SecuredDebtMember 2021-02-01 2021-02-28 0001810739 radi:APWIPInvestmentsBorrowerLLCMember radi:SubscriptionAgreementMember 2021-01-01 2021-12-31 0001810739 radi:CenterbridgeEntitiesMember radi:CommitmentLetterMember 2021-05-04 0001810739 radi:CenterbridgeEntitiesMember radi:CommitmentLetterMember 2021-05-04 2021-05-04 0001810739 us-gaap:InterestExpenseMember 2021-01-01 2021-12-31 0001810739 us-gaap:InterestExpenseMember 2020-02-10 2020-12-31 0001810739 us-gaap:InterestExpenseMember 2020-01-01 2020-02-09 0001810739 2021-02-28 0001810739 2021-04-30 0001810739 2020-08-31 0001810739 us-gaap:DomesticCountryMember 2021-12-31 0001810739 us-gaap:ForeignCountryMember 2021-12-31 0001810739 us-gaap:ForeignCountryMember radi:NotSubjectToExpirationMember 2021-12-31 0001810739 us-gaap:ForeignCountryMember radi:ExpiringInNextTwelveMonthsMember 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember 2017-11-30 2017-11-30 0001810739 us-gaap:SeriesAPreferredStockMember srt:MinimumMember radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 us-gaap:CommonClassAMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 radi:OrdinarySharesMember us-gaap:IPOMember 2021-12-31 0001810739 radi:SeriesAPreferredStockAndSeriesBPreferredStockMember 2021-12-31 0001810739 srt:MinimumMember us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyAnnualDividendMember 2020-01-01 2020-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyAnnualDividendMember 2020-01-01 2020-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyAnnualDividendMember 2020-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember 2021-02-01 2021-02-01 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyOneAnnualDividendMember 2021-01-01 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyOneAnnualDividendMember 2021-02-01 2021-02-01 0001810739 us-gaap:SeriesAPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember radi:TwentyTwentyOneAnnualDividendMember 2021-02-01 0001810739 us-gaap:SeriesBPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 us-gaap:CommonClassBMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 us-gaap:SeriesBPreferredStockMember radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 radi:Director 0001810739 radi:AgreementToIssueAndSellOfSharesMember us-gaap:CommonClassAMember 2021-05-11 2021-05-11 0001810739 radi:AgreementToIssueAndSellOfSharesMember us-gaap:CommonClassAMember 2021-06-03 2021-06-03 0001810739 radi:AgreementToIssueAndSellOfSharesMember us-gaap:CommonClassAMember 2021-05-11 0001810739 radi:AgreementToIssueAndSellOfSharesMember us-gaap:CommonClassAMember 2021-06-03 0001810739 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001810739 us-gaap:CommonClassBMember radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 radi:SeriesARolloverProfitsUnitsMember 2021-01-01 2021-12-31 0001810739 radi:NonFounderDirectorsMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-31 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 radi:APWIPInvestmentsHoldingsLPMember 2021-12-17 0001810739 us-gaap:CommonClassAMember radi:APWIPInvestmentsHoldingsLPMember 2021-12-17 0001810739 us-gaap:CommonClassAMember radi:APWIPInvestmentsHoldingsLPMember 2021-01-01 2021-12-31 0001810739 us-gaap:NoncontrollingInterestMember radi:APWOpCoMember 2021-12-31 0001810739 radi:TwentyTwentyAnnualDividendMember 2021-02-01 2021-02-28 0001810739 radi:TwentyTwentyOneAnnualDividendMember 2021-02-01 2021-02-28 0001810739 radi:SeriesBRolloverProfitsUnitsMember 2021-12-31 0001810739 radi:DigitalLandscapeTwentyTwentyEquityIncentivePlanMember 2021-12-31 0001810739 radi:DigitalLandscapeTwentyTwentyEquityIncentivePlanMember 2021-01-01 2021-12-31 0001810739 radi:TimeVestingSeriesALongTermIncentivePlanUnitsMember 2020-02-10 2020-02-10 0001810739 radi:PerformanceBasedSeriesALongTermIncentivePlanUnitsMember 2020-02-10 2020-02-10 0001810739 radi:SeriesBLongTermIncentivePlanUnitsMember 2020-02-10 2020-02-10 0001810739 radi:TimeVestingSeriesALongTermIncentivePlanUnitsMember srt:MinimumMember 2020-02-10 2020-02-10 0001810739 radi:TimeVestingSeriesALongTermIncentivePlanUnitsMember srt:MaximumMember 2020-02-10 2020-02-10 0001810739 radi:SeriesALongTermIncentivePlanUnitsMember 2020-02-10 2020-12-31 0001810739 radi:SeriesBLongTermIncentivePlanUnitsMember 2020-02-10 2020-12-31 0001810739 radi:SeriesALongTermIncentivePlanUnitsMember 2020-12-31 0001810739 radi:SeriesBLongTermIncentivePlanUnitsMember 2020-12-31 0001810739 radi:SeriesALongTermIncentivePlanUnitsMember 2021-01-01 2021-12-31 0001810739 radi:SeriesALongTermIncentivePlanUnitsMember 2021-12-31 0001810739 radi:SeriesBLongTermIncentivePlanUnitsMember 2021-12-31 0001810739 radi:SeriesBLongTermIncentivePlanUnitsMember 2021-01-01 2021-12-31 0001810739 radi:LongTermIncentivePlanMember 2021-01-01 2021-12-31 0001810739 radi:LongTermIncentivePlanMember 2020-02-10 2020-12-31 0001810739 radi:LongTermIncentivePlanMember 2021-12-31 0001810739 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0001810739 us-gaap:RestrictedStockMember 2020-02-10 2020-12-31 0001810739 us-gaap:RestrictedStockMember 2020-12-31 0001810739 us-gaap:RestrictedStockMember 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember radi:DigitalLandscapeTwentyTwentyEquityIncentivePlanMember 2021-01-01 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2020-02-09 0001810739 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2020-02-10 2020-12-31 0001810739 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2020-12-31 0001810739 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember 2020-02-10 2020-12-31 0001810739 us-gaap:EmployeeStockOptionMember 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember radi:APWIPInvestmentsHoldingsLPMember 2017-11-01 2017-11-30 0001810739 us-gaap:EmployeeStockOptionMember radi:APWIPInvestmentsHoldingsLPMember 2017-11-30 0001810739 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001810739 us-gaap:SeriesAPreferredStockMember 2020-02-10 2020-12-31 0001810739 us-gaap:WarrantMember 2020-02-10 2020-12-31 0001810739 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0001810739 us-gaap:EmployeeStockOptionMember 2020-02-10 2020-12-31 0001810739 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0001810739 us-gaap:RestrictedStockMember 2020-02-10 2020-12-31 0001810739 radi:LongTermIncentivePlanMember 2021-01-01 2021-12-31 0001810739 radi:LongTermIncentivePlanMember 2020-02-10 2020-12-31 0001810739 us-gaap:ConvertibleDebtMember 2021-01-01 2021-12-31 0001810739 country:US 2021-01-01 2021-12-31 0001810739 country:US 2020-02-10 2020-12-31 0001810739 country:US 2020-01-01 2020-02-09 0001810739 country:GB 2021-01-01 2021-12-31 0001810739 country:GB 2020-02-10 2020-12-31 0001810739 country:GB 2020-01-01 2020-02-09 0001810739 country:IT 2021-01-01 2021-12-31 0001810739 country:IT 2020-02-10 2020-12-31 0001810739 country:IT 2020-01-01 2020-02-09 0001810739 radi:OtherForeignCountriesMember 2021-01-01 2021-12-31 0001810739 radi:OtherForeignCountriesMember 2020-02-10 2020-12-31 0001810739 radi:OtherForeignCountriesMember 2020-01-01 2020-02-09 0001810739 country:US 2021-12-31 0001810739 country:US 2020-12-31 0001810739 country:GB 2021-12-31 0001810739 country:GB 2020-12-31 0001810739 country:IT 2021-12-31 0001810739 country:IT 2020-12-31 0001810739 radi:OtherForeignCountriesMember 2021-12-31 0001810739 radi:OtherForeignCountriesMember 2020-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionForeignMember 2021-01-01 2021-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionForeignMember 2020-02-10 2020-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionForeignMember 2020-01-01 2020-02-09 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionDomesticMember 2021-01-01 2021-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionDomesticMember 2020-02-10 2020-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember us-gaap:GeographicDistributionDomesticMember 2020-01-01 2020-02-09 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember radi:GeographicDistributionOtherMember 2021-01-01 2021-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember radi:GeographicDistributionOtherMember 2020-02-10 2020-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember radi:GeographicDistributionOtherMember 2020-01-01 2020-02-09 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-02-10 2020-12-31 0001810739 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-02-09 0001810739 radi:PromissoryNoteAgreementMember 2020-01-01 2020-02-09 0001810739 radi:PromissoryNoteAgreementMember 2020-02-10 2020-12-31 0001810739 radi:ArcCoSubscriptionAgreementMember 2021-12-31 0001810739 us-gaap:SubsequentEventMember radi:ArcCoInvestmentsMember 2022-01-31 0001810739 us-gaap:SubsequentEventMember radi:ArcCoInvestmentsMember 2022-01-01 2022-01-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File Number 001-39568

 

Radius Global Infrastructure, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

Delaware

98-1524226

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3 Bala Plaza East, Suite 502

Bala Cynwyd, Pennsylvania

19004

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 660-4910

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

RADI

 

Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐    No 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes ☒    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2021 was $904.2 million, based on the closing price of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Market on the last business day of the registrant’s most recently completed second quarter. There currently is no established public trading market for the registrant’s Class B Common Stock.

As of February 22, 2022, the number of outstanding shares of the Registrant’s Class A Common Stock and Class B Common Stock was 92,381,267 and 11,551,769, respectively.

Documents Incorporated by Reference

Part III of the Form 10-K incorporates by reference certain portions of the Registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.

 

 


 

Table of Contents

 

 

 

Page

 

 

 

 

Forward Looking Statements

ii

 

Summary of Risk Factors

iv

 

 

 

PART I

 

 

Item 1.

Business

1

Item 1A.

Risk Factors

17

Item 1B.

Unresolved Staff Comments

35

Item 2.

Properties

35

Item 3.

Legal Proceedings

35

Item 4.

Mine Safety Disclosures

35

 

 

 

PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

36

Item 6.

[Reserved]

37

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

53

Item 8.

Financial Statements and Supplementary Data

53

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

53

Item 9A.

Controls and Procedures

53

Item 9B.

Other Information

56

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

56

 

 

 

PART III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

57

Item 11.

Executive Compensation

57

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

57

Item 13.

Certain Relationships and Related Transactions, and Director Independence

57

Item 14.

Principal Accounting Fees and Services

57

 

 

 

PART IV

 

 

Item 15.

Exhibits, Financial Statement Schedules

58

Item 16

Form 10-K Summary

62

 


i


 

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Annual Report on Form 10-K (this “Form 10-K”) within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “will,” or similar expressions, their negative or other variations or comparable terminology.

Forward-looking statements are based on current beliefs, assumptions and expectations based upon our historical performance and on our current plans, estimates and expectations in light of information available to us. Any forward-looking statement speaks only as of the date on which it is made. Except as required by law, we are not obligated to, and do not intend to, publicly update or revise any forward-looking statements made herein after the date of this Form 10-K, whether as a result of new information, future events or otherwise. Forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Actual results may differ materially from those set forth in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Certain important factors that we think could cause our actual results to differ materially from expected results are summarized below, including the impact of the ongoing COVID-19 pandemic on the U.S., regional and global economies, the U.S. sustainable infrastructure market and the broader financial markets. The COVID-19 pandemic has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described in this Form 10-K. Other factors besides those listed could also adversely affect us. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for management to predict all such risks and uncertainties or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the pandemic domestically and internationally, uncertainty regarding the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity, including the availability, distribution, acceptance and efficacy of vaccines (including boosters), and responses to new or mutated strains of COVID-19 (such as the delta or omicron variant) or a similar virus (including vaccine-resistant strains).

Other important factors that could cause our actual results to differ materially from those indicated in these statements include, but are not limited to:

 

the extent that MNOs or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree;

 

the extent that new technologies reduce demand for wireless infrastructure;

 

competition for assets;

 

whether the Tenant Leases for the wireless communication tower, antennae or other communications infrastructure located on our real property interests are renewed with similar rates or at all;

 

the extent of unexpected lease cancellations, given that most of the Tenant Leases associated with our assets may be terminated upon limited notice by the MNO or tower company and unexpected lease cancellations could materially impact cash flow from operations;

 

economic, political, cultural, regulatory and other risks to our operations outside the U.S., including risks associated with fluctuations in foreign currency exchange rates and local inflation rates;

ii


 

the effect of foreign currency exchange rates;

 

the effect of the Electronic Communications Code in the United Kingdom, which may limit the amount of lease income we generate in the United Kingdom;

 

the extent that we continue to grow at an accelerated rate, which may prevent us from achieving profitability or positive cash flow at a company level (as determined in accordance with GAAP) for the foreseeable future, particularly given our history of net losses and negative net cash flow;

 

the fact that we have incurred a significant amount of debt and may in the future incur additional indebtedness;  

 

the extent that the terms of our debt agreements limit our flexibility in operating our business;

 

the ongoing COVID-19 pandemic and the response thereto;

 

the extent that unfavorable capital markets environments impair our growth strategy, which requires access to new capital;

 

the adverse effect that increased market interest rates may have on our interest costs, the value of our assets and on the growth of our business;

 

the adverse effect that perceived health risks from radio frequency energy may have on the demand for wireless communication services;

 

our ability to protect and enforce our real property interests in, or contractual rights to, the revenue streams generated by leases on our communications sites;

 

the loss, consolidation or financial instability of any of our limited number of customers;

 

our ability to pay dividends or satisfy our financial obligations;

 

whether we are required to issue additional shares of Class A Common Stock pursuant to the terms of the Series A Founder Preferred Stock or the APW OpCo LLC Agreement or upon the exercise of options to acquire shares of Class A Common Stock, which would dilute the interests of holders of our Class A Common Stock;

 

the possibility that securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely; and

 

the other risks and uncertainties described under “Risk Factors”. 

 

The risks included here are not exhaustive. Other sections of this Form 10-K may include additional factors that could adversely affect our business and financial performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. 

References in this Form 10-K to “Radius”, the “Company,” “we,” “our,” or “us” mean Radius Global Infrastructure, Inc. together with its subsidiaries except where the context otherwise requires. Any capitalized terms not otherwise defined above have been defined elsewhere in this Form 10-K.

 


iii


 

Summary of Risk Factors.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Item 1A. Risk Factors. These risks include, but are not limited to, the following:

Risks Relating to our Industry

 

If the MNOs or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree, our business and profitability could be materially and adversely affected; and

 

New technologies may significantly reduce demand for wireless or essential communications infrastructure and therefore negatively impact our revenue and future growth.

Risks Relating to our Business

 

We may become involved in expensive litigation or other contentious legal proceedings relating to our real property interests and contractual rights, the outcome of which is unpredictable and could require us to change our business model in certain jurisdictions or exit certain markets altogether;

 

Competition for assets could adversely affect our ability to achieve our anticipated growth;

 

If the Tenant Leases for the wireless communication tower, antennae or other communications infrastructure located on our real property interests are not renewed with similar rates or at all, our future revenue may be materially affected;

 

Most of the Tenant Leases associated with our assets may be terminated upon limited notice by the MNO or tower company, and unexpected lease cancellations could materially impact cash flow from operations; and

 

The ongoing COVID-19 pandemic could have a material adverse effect on our results of operations and financial condition.

Risks Relating to our Financial Performance or General Economic Conditions

 

We have a history of net losses and negative net cash flow; if we continue to grow at an accelerated rate, we may be unable to achieve profitability or positive cash flow for the foreseeable future;

 

We have incurred a significant amount of debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may, in the longer term, limit the funds available to us; and

 

Our growth strategy requires access to new capital, which could be impaired by unfavorable capital markets.

Risks Relating to Laws and Regulation

 

The Electronic Communications Code enacted in the United Kingdom may limit the amount of lease income we generate in the United Kingdom, which would have a material adverse effect on our results of operations and financial condition.

Risks relating to the APW Acquisition

 

We may have limited redress in respect of claims for breach of the warranties, covenants, and other provisions under the agreement pursuant to which we acquired the APW Group in February 2020.

iv


Risks Relating to our Securities

 

We have been, and may in the future, be required to issue additional shares of Class A Common Stock pursuant to the terms of the Series A Founder Preferred Stock, and such additional issuances may dilute your interests in the Class A Common Stock; and

 

We will be required to issue additional shares of Class A Common Stock upon the exercise of stock options, which may dilute your interests in the Class A Common Stock.

General Risk Factors

 

Future sales of substantial amounts of our securities, or the perception that such sales could occur, may have an adverse effect on the price of our securities; and

 

The market price of our securities may fluctuate significantly, and such volatility could adversely affect your investment in our securities.

 

v


 

PART I

Item 1. Business.

Our Company

Radius Global Infrastructure, Inc. (“Radius” or the “Company”) is a holding company with no material assets other than cash and its limited liability company interests in APW OpCo LLC (“APW OpCo”), a Delaware limited liability company and the sole limited partner of AP WIP Investments Holdings, LP (“AP Wireless”), which in turn is the direct parent of AP WIP Investments, LLC (“AP WIP Investments” and collectively with its consolidated subsidiaries, the “APW Group”). Radius was incorporated under the laws of the British Virgin Islands on November 1, 2017, then known as Landscape Acquisition Holdings Limited (“Landscape”), which was formed to undertake an acquisition of a target company or business. On November 20, 2017, the ordinary shares (the “Ordinary Shares”) and warrants to purchase Ordinary Shares (the “Warrants”) of Landscape were admitted to listing on the London Stock Exchange (“LSE”), and Landscape raised approximately $500 million before expenses through its initial placement of 48,400,000 Ordinary Shares and the Warrants on November 20, 2017 and a private subscription by Noam Gottesman and Michael D. Fascitelli for 1,600,000 shares of preferred stock, par value $0.0001 per share, of the Company designated as “Series A Founder Preferred Stock” (the “Series A Founder Preferred Stock”).

On February 10, 2020 (the “Closing Date”), Landscape completed the acquisition of the APW Group from Associated Partners, LP, a Guernsey limited partnership (“Associated Partners”) and was renamed Digital Landscape Group, Inc. 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 and Warrants from trading on the LSE and on October 5, 2020 began trading its shares of shares of Class A common stock, par value $0.0001 (the “Class A Common Stock” or “Class A Shares”) on the Nasdaq Global Market under the symbol “RADI”.

For more information relating to the acquisition of the APW Group, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments—The APW Acquisition”. Except as the context otherwise requires, references in the following discussion to the “Company”, “Radius”, “we”, “our” or “us” with respect to periods prior to the Closing Date are to our “Predecessor”, the APW Group, and its operations prior to the Closing Date; such references with respect to periods after to the Closing Date are to our “Successor”, Radius Global Infrastructure, Inc. and its subsidiaries (including the APW Group), and their operations after the Closing Date.

The APW Group was established as a U.S. cell site lease aggregator in 2010 and made its first foreign lease investment in November of 2011. As of December 31, 2021, the APW Group held assets in, a total of 19 jurisdictions in addition to the U.S. We believe that the APW Group has been a “first mover” in many of these jurisdictions; that is, until its market entry no other parties were engaged in the systematic aggregation of cell site leases in any kind of scale.

Our Business

Through our ownership of the APW Group, we are one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of real property interests and contractual rights. We purchase, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing ground, rooftop or other communications infrastructure lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae or other essential communications infrastructure (each such lease, a “Tenant Lease”). Typically, we acquire the rental streams by way of a purchase of a real property interest in the land underlying the wireless tower, antennae or other essential communications infrastructure, most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provide us with the right to receive all communications rents relating to the property, including the rents from the Tenant Lease. In addition, we purchase contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right.

1


As of December 31, 2021 and 2020, we had interests in 8,186 and 7,189 leases that generate rents for us, respectively. These leases related to properties that were situated on 6,211 and 5,427 different communications sites, respectively, throughout the United States and 19 other countries. Our revenue was $103.6 million for the year ended December 31, 2021. As of December 31, 2021, annualized contractual revenue from the rents expected to be collected on the leases we had in place at that time (the annualized “in-place rents”) from the APW Group assets was approximately $117.9 million. For a definition of annualized in-place rents and a comparison to the most directly comparable financial measure determined in accordance with generally accepted accounting principles in the United States (“GAAP”), revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

We believe that our business model and the nature of our assets provides us with stable, predictable and growing cash flow. First, we seek to acquire real property interests and rental streams subject to triple net or effectively triple net lease arrangements, whereby most taxes, utilities, maintenance costs and insurance are the responsibility of either the owner of the communications infrastructure or the property owner. Furthermore, Tenant Leases contain contractual rent increase clauses, or “rent escalators”, that are tied to a local consumer price index (“CPI”), subject to open market valuation (“OMV”) or at a fixed rate of increase, typically at approximately 3%. As a percentage of revenue for the year ended December 31, 2021 and as a percentage of annualized in-place rents as of December 31, 2021, approximately 98% of our Tenant Leases had contractual rent escalators. Approximately 76% (as a percentage of revenue for the year ended December 31, 2021) and 78% (as a percentage of annualized in-place rents as of December 31, 2021) of our Tenant Lease contractual rent escalators were either tied to a local CPI or subject to OMV, and the remainder were fixed escalators. In addition, the APW Group has historically experienced low annual churn as a percentage of revenue, ranging from 1% to 2%, primarily due to the significant network challenges and expenses incurred by owners of communications infrastructure in connection with the relocation of these infrastructure assets to alternative sites. Finally, we seek to obtain the ability to negotiate amendments and renewals of our Tenant Leases, thereby providing us with additional recurring revenue and one-time fees.

Our Strategy

We seek to continually expand our business primarily by implementing organic growth strategies, including expanding into different geographies, asset classes and technologies; continued acquisition of real estate interests and contractual rights (as well as other revenue streams) supporting wireless communications sites and other communications infrastructure (as well as through annual rent escalators, the addition of new tenants and/or lease modifications); and developing a portfolio of infrastructure assets including through acquisition or build to suit. We intend to achieve these objectives by executing the following strategies:

Growing Through Additional Acquisitions. We intend to continue to pursue acquisitions of real property interests and contractual rights underlying communications infrastructure, utilizing the expertise of our management and our proven, proprietary underwriting process to identify and assess potential acquisitions. When acquiring real property interests and contractual rights, we aim to target communications infrastructure locations that are essential to the ongoing operations and profitability of the respective tenants, which we expect will result in continued high tenant occupancy and cash flow stability. We have established a local presence in high opportunity countries in order to expand our operating jurisdictions. In addition, we can utilize our advanced acquisition expertise to pursue acquisitions and investments in either single assets or portfolios of assets.

Increasing Cash Flow Without Additional Capital Investment. We seek to organically grow our cash flow on our existing portfolio without additional capital investment through (i) contractual rent escalations, (ii) lease renewals, at higher rates, with existing tenants, (iii) rent increases based on equipment, technology or site modification upgrades at our infrastructure locations and (iv) the addition of new tenants to existing locations.

Leveraging Existing Platform and Continued Expansion of our Business into the Broader Communications Infrastructure. We have acquired additional like-kind, long-dated rental streams within the communications infrastructure market segment that have similar characteristics to our core “Tenant Lease” (i.e., an existing lease between a property owner and an owner of a wireless tower or antenna), including investing in Tenant Leases underneath (i) mobile switching centers, which are digital communication fiber exchanges that make the connection between mobile users within networks, from mobile users to the public switched telephone network, and from mobile users to other mobile networks, (ii) distributed antenna system (DAS) networks, which are a way to address isolated

2


spots of poor coverage in a large building or facility (such as a hospital or transportation hub) by installing networks of small antennae to serve as repeaters, (iii) build-to suit-opportunities where we are contracted to build communications infrastructure (such as wireless towers) and lease such equipment to tenants on a long-term basis, and (iv) data centers, which are large groups of networked computer servers typically used by organizations for remote storage, processing or distribution of large amounts of data that are typically located in a stand-alone building. Additionally, Cell:cm Chartered Surveyors, which is a wholly-owned subsidiary within the APW Group, offers building consultancy services including architecture and design, building and roof maintenance, building surveys and development, and project monitoring.

Our Assets

Types of Assets

As of December 31, 2021, we have acquired a total of 8,506 leases since the inception of the APW Group in 2010 (including non-renewed or terminated leases). As of December 31, 2021 and 2020, we had interests in 8,186 and 7,189 leases that generate rents for us, respectively. These outstanding leases related to properties that were situated on 6,211 and 5,427 different communications sites, respectively. Each of these “assets” is the right to receive the rent payable under the Tenant Lease entered into between the property owner or current lessor of the property and the owner of the wireless communication towers, antennae or other assets installed at such site. These tenants typically are either wireless carriers (mobile network operators, or “MNOs”) or tower companies. We acquire these interests primarily through individually negotiated transactions with the property owners. Our revenue growth rate has historically ranged from approximately 3% to 4.5%, and approximately 1% to 2% of our leases are lost annually due to non-renewal or terminations.

The majority of these assets are real property interests of varying legal structures (such as easements, usufructs, leases, surface rights or fee simple interests), which provide us the right to receive the income from the Tenant Lease rental payments over a specified duration. The real property right granted to us is typically limited to the land underlying the area of the communication asset. However, in certain circumstances we purchase interest in a larger portion of the real property. For rooftop interests, we typically create an interest in the entire rooftop rather than just the portion of the rooftop underlying an antenna, to permit it to grant additional rights to new or existing tower or antenna operators. The scope of the real property interest is also typically tied to our use for wireless communication assets. We also purchase contractual rights in the rental stream, such as through an assignment of rents, either individually or in connection with the purchase of the real property right.

As set forth in the table below, approximately 91% and 94% of the total portfolio was generated from real property interests (including fee simple interests), based on total revenue for the year ended December 31, 2021 and annualized in-place rents as of December 31, 2021, respectively, and 6% was generated from contractual property interests, based on total revenue for the year ended December 31, 2021 and annualized in-place rents as of December 31, 2021, respectively. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”. Our revenue was $103.6 million for the year ended December 31, 2021.

 

(in thousands)

 

Revenue for the year ended

December 31, 2021

 

 

Percentage

of Total

 

 

Annualized In-Place Rents

as of December 31, 2021

 

 

Percentage

of Total

Annualized

In-Place

 

Asset Type

 

U.S.

 

 

International

 

 

Revenue

 

 

U.S.

 

 

International

 

 

Rents

 

Real Property Interests

   (including Fee Simple

   Interests)

 

$

17,461

 

 

$

76,329

 

 

 

91

%

 

$

19,637

 

 

$

91,344

 

 

 

94

%

Contractual Rights

   without a Real

  Property Interest

 

 

336

 

 

 

5,512

 

 

 

6

%

 

 

338

 

 

 

6,605

 

 

 

6

%

Other (a)

 

 

 

 

 

3,971

 

 

 

3

%

 

 

 

 

 

 

 

 

0

%

Total

 

$

17,797

 

 

$

85,812

 

 

 

100

%

 

$

19,975

 

 

$

97,949

 

 

 

100

%

 

(a)

Relates to Cell:cm operations.

3


 

Real Property Interests. As of December 31, 2021, we had an aggregate of 6,858 leases arising from real property interests, other than fee simple interests. These real property interests vary by jurisdiction and often bifurcate portions of ownership. In the U.S., the real property interests are generally easements. In the United Kingdom, we typically enter into “head leases” with the property owner or leaseholder which, as a matter of law, inserts us between the property owner or leaseholder and the tenant. In other jurisdictions, we may purchase from the property owners (i) a “usufruct”, which is a real property right that provides us with the ability to benefit from a property arising from the specified use (in this case use for wireless communications services) for a specified duration or (ii) a “surface right”, which is a real property right to benefit from and use the surface of a property for a specified duration. Under a usufruct or surface right, we become, in accordance with local law, the legal beneficiary of any leases pre-existing on such property and typically have the right to negotiate any new leases during the specified duration. At the end of the specified duration, the full property rights again are vested in the property owner. In each case, these real property rights are registered with the property registry in the applicable jurisdiction to provide constructive notice of such interests and to protect against subsequent creditors.

As of December 31, 2021, we had an aggregate 1,328 assets associated with fee simple interests. These assets were primarily held in the United Kingdom (690), Italy (88), the United States (61) and the Netherlands (56). Fee simple ownership confers the greatest bundle of property rights available to us in any jurisdiction. The size of fee simple holdings is typically limited to the land underlying or other real property containing the communication structure and, in certain cases, the surrounding areas for ancillary structures. When we hold a fee simple interest, we will enter into a Tenant Lease directly with the tower owner (the MNO or tower company). In most of our fee simple interests, we have entered into a Tenant Lease that imposes on the tenant the responsibility for taxes, insurance, maintenance and utilities for such property.

Contractual Rights. In addition to real property rights, we acquire contractual rights by way of an assignment of rents, typically where legal limitations of local real estate law or commercial circumstances make the acquisition of a real property interest impractical. These assignments of rent also arise with rooftops where the building is owned by a condominium or governmental entity and it is not feasible to obtain a real property interest. The rent assignment is a contractual obligation pursuant to which the property owner assigns its right to receive the rent arising under the Tenant Lease to us. A rent assignment relates only to an existing Tenant Lease and therefore would not provide us with the ability automatically to benefit from lease renewals beyond those provided for in the existing Tenant Lease. However, in these cases, we either limit the purchase price of the asset to the term of the current Tenant Lease or obtain an irrevocable power of attorney from the property owner that provides us with the ability to negotiate future leases and a contractual obligation from the property owner to assign rental streams from future Tenant Lease renewals.

Common Asset Attributes

Non-disturbance Agreements. When we acquire a real property interest in connection with a property subject to a mortgage, we usually also enter into a non-disturbance agreement (or local equivalent) with the mortgage lender in order to protect us from potential foreclosure on the property owner at the infrastructure location, which foreclosure could, absent a non-disturbance agreement (or local equivalent), extinguish our real property interest. In some instances where we obtain non-disturbance agreements, we remain subordinated to some indebtedness. As of December 31, 2021, substantially all of our real property interests were either subject to non-disturbance agreements or had been otherwise recorded in local real estate records in senior positions to any mortgages.

Revenue Sharing. In most jurisdictions, the instruments granting us the real property interests or contractual rights often contain revenue sharing arrangements with property owners. These revenue sharing arrangements have varying structures and terms, but generally provide that, upon an increase in the rent due under a new Tenant Lease, the existing lease or a renewal of such lease, the property owner is entitled to receive a percentage of the additional rent payments. These revenue sharing amounts are individually negotiated and range from 20% to 50%.

Triple Net Nature of the Assets. Through the acquisition of real property interests and contractual rights from the property owner, we obtain the property owner’s rights to the rental streams payable under the Tenant Lease. Generally, we do not assume, and contract back to the property owner, the obligations under the pre-existing Tenant Lease, such as the obligations to provide quiet enjoyment of the property or to pay property taxes. Typically, our assets are subject to triple net or effectively triple net lease arrangements, meaning that the tenants or the underlying property owners are contractually responsible for property level operating expenses, including taxes, utilities, maintenance capital and

4


operating expenditures and insurance. For the fiscal year ended December 31, 2021, our property taxes, utilities, maintenance and insurance expenses were approximately 2% of revenue. We believe that our triple net and effectively triple net lease arrangements support a stable, consistent and predictable cash flow profile due to the following characteristics:

 

limited equipment maintenance costs or obligations;

 

limited property level maintenance capital expenditures; and

 

limited property tax, utilities, or insurance obligations.

Assets with triple net lease arrangements represented 70% of revenue for the year ended December 31, 2021 and 65% of annualized in-place rents as of December 31, 2021. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

Asset Terms. The terms of our real property interests, other than our fee simple interests, generally range from 30 years to 99 years, although some are shorter, and provide us with the right to receive the future income from the future Tenant Lease rental payments over a specified duration. As of December 31, 2021, the weighted average remaining term of our real property interests was 59.8 years and specifically, 56.3 years for our interests in the United States and Canada, 67.9 years for our interests in Europe and Australia and 27.6 years for our interests in South America and Mexico. In most cases, the stated term of the real property interest is longer than the remaining term of the Tenant Lease, which provides us with the right and opportunity for renewals and extensions. For more information regarding the terms of our Tenant Leases, see “Item 1. Business- Tenant Lease Terms”. The table below provides an overview of the remaining term under our real property interests and contractual rights as of December 31, 2021.

 

Remaining Asset Term

 

Revenue for

year ended

December 31,

2021

(in thousands) *

 

 

Percentage of

Total Revenue *

 

 

Number of

Leases as of

December 31,

2021

 

 

Annualized In-

Place Rents as

of December 31,

2021

(in  thousands) **

 

 

Percentage

of Total

Annualized

In-Place

Rents **

 

5 years or less

 

$

277

 

 

 

0

%

 

 

11

 

 

$

276

 

 

 

0

%

5 to 20 years

 

 

11,576

 

 

 

12

%

 

 

928

 

 

 

11,903

 

 

 

10

%

20 to 40 years

 

 

39,106

 

 

 

39

%

 

 

3,951

 

 

 

41,748

 

 

 

36

%

40 to 60 years

 

 

10,121

 

 

 

10

%

 

 

944

 

 

 

10,440

 

 

 

9

%

> 60 years

 

 

38,558

 

 

 

39

%

 

 

2,352

 

 

 

53,557

 

 

 

45

%

Total

 

$

99,638

 

 

 

100

%

 

 

8,186

 

 

$

117,924

 

 

 

100

%

 

*

Revenue excludes revenue from “Other” Asset Types.

**

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

5


Communication Structures. Our real property interests and contractual rights typically underlie either a wireless communications tower, an antenna or a fiber exchange. Our structure types include rooftop sites, wireless towers (including monopoles, self-supporting towers, stealth towers and guyed towers) and other structures (including, for example, fiber exchanges, water towers and church steeples) on which wireless communications assets are located. The table below provides an overview of our portfolio of assets by structure type. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”. Our revenue was $103.6 million for the year ended December 31, 2021.

 

Structure Type

 

Revenue for

the year ended

December 31,

2021

(in thousands) *

 

 

Percentage of

Total Revenue *

 

 

Annualized In-

Place Rents as

of December 31,

2021

(in thousands) **

 

 

Percentage of

Total

Annualized In-

Place Rents **

 

Towers

 

$

49,108

 

 

 

49

%

 

$

52,833

 

 

 

45

%

Rooftops

 

 

26,370

 

 

 

26

%

 

 

27,624

 

 

 

23

%

Other Structures

 

 

24,160

 

 

 

25

%

 

 

37,467

 

 

 

32

%

Total

 

$

99,638

 

 

 

100

%

 

$

117,924

 

 

 

100

%

 

*

Revenue reported for each component excludes revenue from “Other” Asset Types.

**

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

Geographic Distribution

We own assets throughout the United States and the following 19 countries: Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, Hungary, Ireland, Italy, Mexico, the Netherlands, Portugal, Romania, Spain, Turkey, the United Kingdom, and Uruguay. As of December 31, 2021, approximately 16% of our sites were located in the United States and Canada, approximately 61% of our sites were located in Europe and Australia and approximately 23% of our sites were located in South America and Mexico.

Global Operations

Our corporate offices are located in Bala Cynwyd, Pennsylvania and New York, New York. The APW Group’s operations are headquartered in San Diego, California, with offices also in the following regions: (i) Northern Europe (the United Kingdom, Ireland, the Netherlands, Belgium, Germany and Hungary), (ii) Southern Europe (France, Spain, Italy, Romania, Turkey and Portugal), (iii) Spanish LatAm (Mexico, Brazil, Colombia, Chile and Uruguay), and (iv) United States, Canada and Australia. Executive, regional and country leaders have responsibility across the full range of the APW Group’s activities, from acquisitions to property management.

These activities include (i) establishing and executing our world-wide strategies, (ii) determining the investment structures and documentation used in each of our target jurisdictions, (iii) investment targeting, (iv) developing marketing strategies and materials, (v) finalizing and submitting asset acquisitions for consideration, including pricing, (vi) underwriting, including commercial due diligence, (vii) providing legal functions and managing regional and local legal departments, (viii) property management, including revenue enhancement, (ix) accounting, finance and tax, (x) human resources, (xi) developing and maintaining global systems and processes and (xii) managing and tracking key performance indicators.

6


The table below sets forth our top geographic markets, based on a percentage of revenue for the year ended December 31, 2021 and annualized in-place rents as of December 31, 2021.

 

Country

 

Year ended

December 31,

2021

 

 

Annualized In-

Place Rents as

of December 31,

2021

(in thousands) *

 

 

Percentage of

Total

Annualized In-

Place Rents *

 

United States

 

$

17,797

 

 

$

19,975

 

 

 

17

%

United Kingdom

 

 

24,036

 

 

 

21,519

 

 

 

18

%

Italy

 

 

25,913

 

 

 

37,149

 

 

 

32

%

Other Eurozone countries

 

 

14,719

 

 

 

16,158

 

 

 

13

%

Other

 

 

21,144

 

 

 

23,123

 

 

 

20

%

Total

 

$

103,609

 

 

$

117,924

 

 

 

100

%

 

*

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

 

The table below presents our principal jurisdictions, calculated on a percentage of revenue generated for the year ended December 31, 2021, for the period from February 10, 2020 to December 31, 2020 (Successor) and for the period from January 1, 2020 to February 9, 2020 (Predecessor) (based on the billing addresses of the related in-place tenants).

 

 

 

Successor

 

 

Successor

 

 

 

Predecessor

 

Country

 

Year ended  December 31,         2021

 

 

Period from

February 10,

2020 to

December 31,

2020

 

 

 

Period from

January 1,

2020 to

February 9,

2020

 

United States

 

 

17

%

 

 

24

%

 

 

 

26

%

United Kingdom

 

 

23

%

 

 

27

%

 

 

 

28

%

Italy

 

 

25

%

 

 

9

%

 

 

 

5

%

Other Eurozone Countries

 

 

14

%

 

 

15

%

 

 

 

16

%

Other

 

 

21

%

 

 

25

%

 

 

 

25

%

Total

 

 

100

%

 

 

100

%

 

 

 

100

%

 

Before entering into a new geographic market, we evaluate numerous factors, including the following: (i) political stability, (ii) the rule of law, including the ability to obtain judicial enforcement of our property rights and contract rights, (iii) the reliability, quality, and accessibility of local property registries, (iv) macro-economic fundamentals, including inflation and exchange rates, (v) the ability to raise reasonably priced debt at appropriate leverage multiples to support local acquisitions, (vi) the total addressable market, (vii) taxes, including transfer and/or recordation taxes and indirect taxes such as VAT, (viii) regulatory issues, if any, (ix) the extent of competition in and the maturity of the wireless communications market, (x) consolidation risk among tower companies and MNOs, (xi) the potential for sale-leasebacks and/or lease-leasebacks between MNOs and tower companies, (xii) passive and active network sharing risk between MNOs, (xiii) the nature and creditworthiness of the local tower companies and/or MNOs, (xiv) our relationships with local tower companies and MNOs in the market based on our operations in other markets, and (xv) the overall cultural compatibility with the target jurisdiction in question.

Tenant Base

The counterparties to the Tenant Leases from which we derive our revenue are generally either large, investment-grade MNOs or tower companies that have a national or international footprint. For the year ended December 31, 2021, our top 20 tenants comprised 83% of our revenue. As of December 31, 2021, our top 20 tenants represented 86% of our annualized in-place rents. Investment-grade tenants, which include AT&T Mobility, Verizon, Telefónica, Orange, Telstra and Vodafone in the wireless carrier industry and American Tower, Crown Castle and Vantage Towers in the cellular tower industry, constituted 68% of the revenue of our top 20 customers. For the year ended December 31, 2021, our top five tenants generated approximately 47% of our revenue, and, as of December 31, 2021, generated

7


approximately 52% of our annualized in-place rents. In addition, for the year ended December 31, 2021, investment-grade tenants comprised approximately 56% of total revenue. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

Our property rights enable us to benefit from the high renewal rates experienced in the industry. Based on the technical challenges and significant expense associated with the decommissioning and repositioning of existing infrastructure within a MNO’s network, and the potential adverse effect on the MNO’s network quality and coverage, churn in the industry has historically been low. Furthermore, zoning restrictions in many countries typically significantly delay, hinder or prevent the construction of new sites, thereby limiting the alternatives available to MNOs. In addition, as MNOs seek to expand network coverage, we expect that MNOs will seek to deploy additional antennae through co-location on existing towers and rooftops, positioning us to benefit from additional revenue opportunities on many of the towers and other structures located on sites where we hold real property interests. We believe each of these attributes helps us achieve stable, consistent and predictable cash flow.

We monitor tenant credit quality on an ongoing basis by reviewing, where available, the publicly filed financial reports, press releases and other publicly available industry information regarding the parent entities of tenants.

Tenant Lease Terms

The Tenant Leases underlying our assets are typically structured with automatically renewable periodic terms. Tenant Leases, as originally entered into with the property owners and classified as operating leases, typically have initial stated terms of five years, with multiple five-year renewal periods at the option of the tenant. As of December 31, 2021, the average remaining lease term of our Tenant Leases is approximately nine years including renewal terms. Our Tenant Leases produce an average of approximately $1,200 per month in rental payments but can range above and below that significantly. In addition, substantially all of our Tenant Leases include built in rent escalators, which are typically CPI increases, OMV increases or are at a fixed percentage of approximately 3%, and increase rent annually or on the renewal of the lease term. As a percentage of revenue for the year ended December 31, 2021 and as a percentage of annualized in-place rents as of December 31, 2021, approximately 98% of our Tenant Leases had contractual rent escalators. Approximately 76% (as a percentage of revenue for the year ended December 31, 2021) and 78% (as a percentage of annualized in-place rents as of December 31, 2021) of our Tenant Lease contractual rent escalators were either tied to a local CPI or subject to OMV, and the remainder were fixed escalators. The table below sets forth our contractual rent escalators as of December 31, 2021, including as a percentage of revenue and as a percentage of annualized in-place rents.

 

Contractual Rent Escalator Type

 

Revenue for

the year ended

December 31,

2021

(in thousands) *

 

 

Percentage of

Total Revenue *

 

 

Number of

Tenant Leases

Containing

Escalator as

of December 31,

2021

 

 

Annualized

In-Place

Rents as of

December 31,

2021

(in thousands) **

 

 

Percentage of

Total

Annualized In-

Place Rents **

 

Index

 

$

63,686

 

 

 

64

%

 

 

5,047

 

 

$

78,728

 

 

 

67

%

Higher of Index/ OMV

 

 

5,137

 

 

 

5

%

 

 

468

 

 

 

5,449

 

 

 

5

%

OMV

 

 

7,243

 

 

 

7

%

 

 

825

 

 

 

7,534

 

 

 

6

%

Fixed

 

 

21,841

 

 

 

22

%

 

 

1,472

 

 

 

23,879

 

 

 

20

%

None

 

 

1,731

 

 

 

2

%

 

 

374

 

 

 

2,334

 

 

 

2

%

Total

 

$

99,638

 

 

 

100

%

 

 

8,186

 

 

$

117,924

 

 

 

100

%

 

*

Revenue reported for each component excludes revenue from “Other” Asset Types.

**

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

8


Although Tenant Leases are typically structured as long-term leases with fixed rents and rent escalators, Tenants generally have the contractual right to terminate their leases upon 30 to 180 days’ notice. The table below summarizes the remaining lease terms of the Tenant Leases underlying our assets as of December 31, 2021, including as a percentage of revenue and as a percentage of annualized in-place rents.

 

Lease Expiration *

 

Revenue for

the year ended

December 31,

2021

(in thousands) **

 

 

Percentage of

Total

Revenue **

 

 

Number of

Leases as of

December 31,

2021

 

 

Annualized In-

Place Rents as

of December 31,

2021

(in thousands) ***

 

 

Percentage of

Total

Annualized In-

Place Rents ***

 

Less than or equal to 5 years

 

$

39,692

 

 

 

40

%

 

 

4,196

 

 

$

42,208

 

 

 

36

%

5 to 10 years

 

 

31,155

 

 

 

31

%

 

 

1,977

 

 

 

40,842

 

 

 

35

%

10 to 15 years

 

 

14,511

 

 

 

15

%

 

 

820

 

 

 

18,030

 

 

 

15

%

15 to 20 years

 

 

7,026

 

 

 

7

%

 

 

627

 

 

 

7,784

 

 

 

7

%

Over 20 years

 

 

7,254

 

 

 

7

%

 

 

566

 

 

 

9,060

 

 

 

7

%

Total

 

$

99,638

 

 

 

100

%

 

 

8,186

 

 

$

117,924

 

 

 

100

%

 

*

Assumes full exercise of remaining renewal terms.

**

Revenue reported for each component excludes revenue from “Other” Asset Types.

***

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

The table below sets forth the frequencies of rental payments under the Tenant Leases underlying our assets as of December 31, 2021, including as a percentage of revenue and as a percentage of annualized in-place rents.

 

 

Payment Frequencies

 

Revenue for

the year ended

December 31,

2021

(in thousands) *

 

 

Percentage of

Total

Revenue *

 

 

Number of

Leases as of

December 31,

2021

 

 

Annualized In-

Place Rents as

of December 31,

2021

(in thousands) **

 

 

Percentage of

Total

Annualized

In-Place

Rents **

 

Monthly

 

$

32,802

 

 

 

33

%

 

 

2,378

 

 

$

38,203

 

 

 

33

%

Quarterly

 

 

25,658

 

 

 

26

%

 

 

1,481

 

 

 

35,929

 

 

 

30

%

Annual

 

 

34,233

 

 

 

34

%

 

 

3,686

 

 

 

36,188

 

 

 

31

%

Bi-Annual and other

 

 

6,945

 

 

 

7

%

 

 

641

 

 

 

7,604

 

 

 

6

%

Total

 

$

99,638

 

 

 

100

%

 

 

8,186

 

 

$

117,924

 

 

 

100

%

 

*

Revenue reported for each component excludes revenue from “Other” Asset Types.

**

For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

Our Acquisition and Origination Platform

We have developed experienced and proprietary techniques associated with (i) market targeting and evaluation, (ii) jurisdiction-specific structuring from legal, financial and tax perspectives, (iii) jurisdiction-specific documentation, (iv) asset identification, targeting and evaluation (including the construction, operation and maintenance of proprietary databases), (v) culturally appropriate marketing and acquisition techniques, (vi) jurisdiction-specific commercial and legal due diligence, (vii) relationships with more than 50 investment-grade MNOs and tower companies world-wide, (viii) ongoing relationships with regional and local financial, legal and tax advisors who are familiar with our business, (ix) relationships with local notaries in civil law countries, and (x) jurisdiction-specific property management and human resources practices.

Our global real estate acquisition and property management platform consists of four phases: (1) lead generation and marketing, (2) investment origination, (3) underwriting and closing and (4) property management.

9


Lead Generation

We have developed a proprietary lead generation system, which we use across the jurisdictions in which we operate. This system is based on each jurisdiction’s local language and is used to identify asset prospects. Once an infrastructure location prospect has been identified, our global data management team leverages a variety of publicly available data and proprietary data and resources to obtain contact information for the property owner. Once the property owner’s address and contact information are verified, a “lead” is created in our proprietary customer relationship management database and made available to our local teams.

Investment Origination

The investment origination process begins with a material interaction between one of our acquisitions professionals and the property owner, at which point a lead becomes an investment “opportunity.” Depending on the jurisdiction, initial interactions are either telephonic or in person. In most cases our personnel will physically meet with the property owner one or more times prior to closing. During this process we will evaluate the transaction alternatives and the property owner’s interest level in transacting with us. Once we obtain a copy of the lease from the property owner, relevant data is entered into our proprietary asset evaluation system to generate an initial term sheet or option agreement. Terms then are negotiated with the property owner and, upon acceptance of a term sheet or option agreement, we proceed with further diligence.

Underwriting and Closing

After the proposal has been accepted by the property owner and a term sheet or option agreement has been executed, the investment opportunity moves to our underwriting and closing teams. The potential transaction enters a comprehensive due diligence process. Curative measures are taken to clear title on the real property interest during the underwriting and due diligence process.

In the underwriting stage, we review various transaction-related material, documents and other information for compliance with our underwriting criteria.

As a general matter, when acquiring real property interests, we will target infrastructure locations that are material to the operations of the existing tenants. The majority of our acquisitions include leases with investment-grade tenants or tenants whose sub-tenants are investment-grade companies. Additionally, we will focus on infrastructure locations with characteristics that are difficult to replicate in the respective market, and those with tenant assets that cannot be easily moved to alternative sites or replaced by new construction.

While we typically make a single upfront payment in exchange for the revenue stream, the underwriting process also provides for the option to structure our payments to the property owner over a period of time, typically paying over a 2- to 7-year period (as opposed to 100% upfront). As of December 31, 2021, the weighted average remaining contractual payment term for our liabilities to property owners was 3.2 years.

Once an opportunity is deemed to meet due diligence and underwriting standards, it proceeds to our investment committee for transaction approval. Pending approval, legal closing documents are prepared, executed and delivered.

Property Management

After funding, the tenant is notified of the transaction and a notarized payment re-direction letter is sent advising the tenant to redirect rental payments to us. The asset management phase includes collections, tenant payment conversion, tenant contact management, the negotiation of lease renewals, modifications, cancellations, reductions, document and consent requests, landlord and tenant complaints and new leasing of available tenant sites. The objective of the asset management function is to ensure that we efficiently receive and process our rental income while optimizing our ability to capitalize on opportunities for additional revenue opportunities.

Human Capital

As of December 31, 2021, we had 337 employees, including 334 full-time employees. Of the 337 employees, 231 are male and 106 are female. As of December 31, 2021, we have employees in the following countries: Australia, Belgium,

10


Brazil, Chile, Colombia, France, Germany, Hungary, Ireland, Italy, Mexico, Netherlands, Portugal, Romania, Spain, Turkey, United Kingdom and United States.

Competition for qualified personnel has historically been intense, particularly for acquisition directors, finance professionals, and software engineers.

At Radius, we recognize talent, respect hard work, and reward success. We are a dynamic team that aims to provide an opportunistic environment for all of our people to thrive. Our teams around the globe are our most important assets and fundamental to our success. We invest in our employees by providing training and learning opportunities, promoting inclusion and diversity, and upholding a high standard of ethics and respect for human rights. With a strong entrepreneurial culture, we embrace our core values: integrity, accountability, teamwork, and a performance-minded approach.

We believe in our employees’ rights of freedom of association. As of December 31, 2021, we have employees in 18 different countries and to the extent any specific country (for instance, France, Italy and Brazil) requires the employees to be part of any legally required labor group or plan, we comply with such legal requirements. We are committed to support workers’ rights to organize and bargain collectively, where allowed by the law. We maintain positive worker-management relationships that ensure compliance with national employment and labor laws. None of our employees are represented by labor unions and approximately 21% of our employees operate under collective bargaining agreements.

Diversity, Equity & Inclusion

 

Aligned with our business strategy, our human capital strategy focuses on solutions to attract, develop, engage, and retain top diverse talent in each of the countries we operate. Diversity, equity, and inclusion are top priorities for us. To ensure success each of these remains at the core of our business culture, infusing fresh ideas, helping us remain connected to our workforce in a dynamic global market and ensuring mutual respect guides our interactions both internally and externally. We expect employees to embrace these values to ensure our work environment is inclusive and respectful, as well as, free of harassment, discrimination, and retaliation.

 

We are committed to pay equity, regardless of gender or race/ethnicity. In 2021, our Human Resources department conducted a global pay equity analysis, which we plan to review and update (where necessary) on an annual basis.

 

We intend to implement a variety of initiatives in 2022 to improve workplace diversity and inclusion, including by:

 

 

creating a Diversity and Inclusion Policy;

 

forming a Global Diversity and Inclusion Team responsible for driving our company-wide diversity and inclusion initiatives; and

 

establishing a Diversity Talent Development Program to train employees and leadership on diversity, inclusion, racial equity, and leadership.

 

Employee Recruitment & Retention

 

We work diligently to attract talent across the globe to build teams that meet the current and future demands of our business. In 2021, our Human Resources department developed and implemented a global applicant tracking and onboarding system and provided company-wide training to hiring managers and employees. The training focused on strategic recruitment practices including defining hiring standards, conducting successful interviews, and providing orientation to new employees.

 

During fiscal 2021, our employee population increased by approximately 8.7%, primarily due to increases in operations.

 

11


 

Employee Engagement

 

We manage and measure organizational health with a view to gaining insight to employees’ experiences, levels of workplace satisfaction, and feelings of engagement and inclusion. We use Employee Voice (a module within our HRIS platform (as defined below) that is a survey tool) to conduct quarterly employee surveys to measure organizational health and employee experiences. We intend to use insights from these surveys to develop company-wide organizational talent development plans. In 2022, we will use a lifecycle survey to monitor employee sentiment upon hire, as well as 30-, 60-, 90-day surveys in an effort to improve retention and help us assess the main drivers of a new hires’ success within the Company.  

 

Talent Development

 

In fiscal 2021, we rolled out a global human resource information system (“HRIS”) platform that includes a learning management module. The HRIS platform is an online portal that enables employees to access instructor-led classroom or virtual courses and self-directed web-based courses as well as compliance and other workforce-related training courses. The training provided will include required courses by position level, as well as optional courses for professional development. These skill-building programs will be aligned around a common set of objectives and framework focused on compliance (including, for example on cybersecurity, anti-bribery and corruption, diversity, equity and inclusion, sexual harassment, and other ethics topics), technical, professional and management development. There is an expectation that every employee has a development goal as part of individual performance objectives and that compliance training will occur every 12 months or as required by state law. Upon completion of any training or program, each employee, through the HRIS platform, will be expected to pass a test or digitally acknowledge completion through the HRIS platform. Regular training reinforces our company-wide policies, and for our global offices, the policies and training materials have been translated into applicable local languages.

 

On an annual basis, we conduct a company-wide global performance review process that focuses on our high performing employees and the succession for our most critical roles.

 

We are committed to identifying and developing the talents of our future leaders. We have developed talent management and succession planning modules within our HRIS platform to support the development of our talent pipeline for critical roles in sales and operations.

 

Developing our managers is critical to our success as well. We provide resources and tools to all levels of management, including courses to meet regional needs. Managers learn tools and best practices that are intended to enable both management and team success, and strengthen competencies to better respond to the needs of a growing and complex organization.

 

Total Rewards

We provide compensation and benefits programs that are intended to reward our employees and to help meet their needs. In addition to salaries, and varying by country/region, these programs include:

 

 

Annual bonuses;

 

Stock awards;

 

401(k) and pension schemes;

 

Comprehensive healthcare and life insurance benefits;

 

Parental leaves are provided to all new parents for birth, adoption, or foster placement;

 

Health savings and flexible spending accounts;

 

Paid time off;

 

Meal vouchers;

 

Flexible work schedules; and

 

Family leave and family care resources.

 

In addition to our broad-based equity awards program, we have used targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly those with critical skills and experience.

 

12


 

Health, Safety and Well-being

 

The health and safety of our employees is a high priority. Our safety focus is evident, among other was, in our response to the COVID-19 pandemic around the globe. We have responded to the pandemic by, among other things:

 

 

Creating our COVID-19 Prevention Program;

 

Adding work from home flexibility;

 

Adjusting attendance policies in areas where offices are open to encourage those who are sick to stay home;

 

Increasing cleaning protocols across all locations;

 

Initiating communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

 

Providing additional personal protective equipment and cleaning supplies;

 

Modifying workspaces as needed to comply with regulatory guidance; and

 

Implementing protocols to address actual and suspected COVID-19 cases and potential exposure.

 

We view mental health as a fundamental part of our humanity and implemented a comprehensive suite of related programs and benefits in fiscal 2021. These include:

 

 

-

Employee Assistance Program;

 

-

One-on-one emotional support hotline; and

 

-

Mental health training and resources available on a by country-by-country basis.

Regulatory and Environmental Matters

Our international operations may be subject to limitations on foreign ownership of land in certain areas. Non-compliance with such regulations may lead to monetary penalties or deconstruction orders. Our international operations are also subject to various regulations and guidelines regarding employee relations and other occupational health and safety matters. As we expand our operations into additional international geographic areas, we will be subject to regulations in these jurisdictions.

In the United Kingdom, for example, we are subject to the revised Electronic Communications Code, which came into force on December 28, 2017 as part of the United Kingdom’s Digital Economy Act 2017. The Electronic Communications Code governs certain relationships between landowners and operators of electronic communications services, such as cellular towers. It gives operators certain rights to install, inspect and maintain electronic communications apparatus, including masts, cables and other equipment on land and structures, even where the operator cannot agree with the landowner as to the terms of such use. Among other measures, the Electronic Communications Code restricts the ability of landowners to charge premium prices for the use of their land by basing the consideration paid on the underlying value of the land, not the value attributable to the high public demand for communications services and provides authority to the courts to determine the rent if the parties are unable to come to agreement. We have devoted and continue to devote a significant amount of management attention and resources to mitigating the potential adverse impact of the Electronic Communications Code, including through dispute resolution, as new and existing tenants in the United Kingdom have attempted to materially reduce the amount of rents paid to us under leases as a result of this law.  To date, the Electronic Communications Code has not had a material adverse effect on our business in the United Kingdom, but we cannot provide any assurances that will continue to be successful in our efforts to mitigate the potential adverse impact of this law on our business in the United Kingdom.  If any revisions to the Electronic Communications Code are implemented or any new law, unfavorable court decision or interpretation of the Electronic Communications Code is issued, it would have a material adverse effect on our business in the United Kingdom.  For more information on the risks related to the Electronic Communications Code and currently proposed revisions to the law which would have an adverse impact on our business, see “Risk Factors—The Electronic Communications Code enacted in the United Kingdom may limit the amount of lease income we generate in the United Kingdom, which would have a material adverse effect on our results of operations and financial condition”.

Laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment are applicable to the communications sites in which we have a real property interest and to the businesses and operations of our lessees, property owners and other surface owners or operators. International, Federal,

13


state and local government agencies issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and that may result in injunctive obligations for non-compliance. These laws and regulations often require permits before operations commence, restrict the types, quantities and concentrations of various substances that can be released into the environment, require remediation of released substances, and limit or prohibit construction or operations on certain lands (e.g., wetlands). Although we do not conduct any operations on our properties, the MNOs or tower companies on our communications sites may maintain small quantities of materials that, if released, would be subject to certain environmental laws. Similarly, the site owners, lessees and other surface interest owners may have liability or responsibility under these laws that could have an indirect impact on our business. For those communications sites in which we hold real property interests that are not full fee simple ownership, our liability is typically limited to damages caused by our actions. However, in limited circumstances certain jurisdictions may seek to impose liability if all other owners are not available. With respect to the communications sites that we own in fee simple, we are subject to environmental liability in accordance with local law.

Competition

We face competition in the acquisition of our assets. Some of the competitors are larger than us and include public entities with greater access to capital and scale of operations than us. Our principal competitors include large independent tower companies such as American Tower, Cellnex Telecom, Cornerstone, Crown Castle International, Inwit, MBNL, Phoenix Towers, SBA Communications, Telesites, Vertical Bridge and Vantage Towers, large MNOs and private and public acquirers of similar assets. In some jurisdictions, including Europe, the number of wireless towers and antennae owned by tower companies, as compared to MNOs, is growing quickly. These tower companies may be more likely to seek to own or control the land underlying their tower as that is their asset/service as compared to the MNOs who have traditionally allocated their capital to network development rather than acquisition of the underlying real property. These wireless tower companies are larger and may have greater financial resources than us.

Significant Trends

Consumer demand for data is the primary driver of the telecom infrastructure services that our tenants, predominantly mobile network operators and tower companies, provide. Consumer demand continues to grow due to increases in data consumption and the increased penetration of bandwidth-intensive devices. There is a need for enhanced network coverage and densification to meet speed and capacity demands. We believe that we are well positioned to benefit from this increase in consumer demand. The following trends are expected to continue to impact the industry:

Mobile Data Traffic Growth. The proliferation of mobile devices such as smartphones and tablets and the omnipresence of sophisticated, data-intensive mobile applications and services are expected to drive a strong demand for mobile bandwidth supporting an explosive growth of data usage. The Ericsson Mobility Report, published in June 2021 (the “Ericsson Mobility Report 2021”), estimated that around 91% of all mobile subscriptions will be for mobile broadband by the end of 2026. This demand is expected to drive major MNOs to continue to upgrade and enhance their networks in an effort to improve network quality and capacity. Additionally, global mobile data traffic is predicted to grow by 480% between 2020 and 2026, according to the Ericsson Mobility Report 2021. With users demanding faster communication speeds and higher bandwidth, and MNOs looking to compete on network quality, we expect our tenants to continue to enjoy strong demand for their services.

Adoption of Higher Capacity Communication Standards. As data usage continues to rapidly increase, consumer demand is expected to continue to drive the transition from 2G and 3G networks to 4G/LTE and 5G networks globally. Forecasts published in the Ericsson Mobility Report 2021 predict there to be 3.5 billion 5G subscriptions globally for enhanced mobile broadband by the end of 2026, with 40% of all North American mobile subscriptions expected to be for 5G in 2026. The continued adoption of bandwidth-intensive applications is expected to result in a growing demand for high-capacity, multi-location, fiber-based network solutions.

New Technologies and Services. Next generation technologies and new uses for wireless communications are expected to result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of machine-to-machine applications (“M2M”), such as connected cars, smart cities and virtual reality. As one example of M2M connections, the proliferation of self-driving cars is expected to significantly accelerate in the near future. The commercial application of partially and fully autonomous vehicles will require the deployment of sophisticated and dense mobile networks, with high connection speeds,

14


reliability and low latency. This and other increases in new technologies and services will require further development of new infrastructures to meet territorial and population coverage requirements.

Consolidation Among MNOs. The U.S. wireless industry has experienced, and may continue to experience, significant consolidation, such as the 2020 merger between Sprint and T-Mobile, resulting in the decommissioning of certain existing communications sites, due to overlap of the networks or the rationalization of technology. Internationally, MNOs are increasingly entering into active and passive network sharing agreements or roaming or resale arrangements which could also result in decommissioning of certain existing communications sites due to network overlap or redundancy. To the extent that a MNO does not need a redundant communication site, it may seek to early terminate or not renew its lease. Consolidation can also potentially reduce the diversity of tenants and give tenants greater leverage over their landlords, such as us, due to overlapping coverage, ability to increase co-location on nearby existing sites and through aggressive lease negotiations on multiple sites.

 

Privacy and Data Protection

 

We are subject to various U.S. and foreign laws and regulations relating to privacy, data protection, and cybersecurity, including, among others:

 

 

the California Consumer Privacy Act of 2018, which came into effect in January of 2020, and the California Privacy Rights Act which will go into effect in 2023, both of which give new data privacy rights to California residents;

 

data protection laws in U.S. states and certain countries regarding notification to data subjects and/or regulators when there is a security breach of personal data;

 

the General Data Protection Regulation (“GDPR”), which imposes stringent data protection requirements on companies that receive or process personal information from European Union (“EU”) residents; and

 

data localization laws, which generally mandate that certain types of data collected in a particular country be stored and/or processed within that country.

 

We collect, use, disclose, store and process data of (i) site owners who have agreements with mobile network operators and telecommunication infrastructure providers, (ii) the MNOs and tower companies from whom we receive rental payments, (iii) our employees, and (iv) other service providers. Our handling of data is subject to a variety of state, local and foreign laws and regulations, as well as contractual obligations and industry standards.

 

The legal and regulatory landscape for privacy and data protection continues to evolve, and there has been an increase in attention given to privacy and data protection issues with the potential to impact our business. Regulatory focus on data privacy and security concerns continues to increase globally, and laws and regulations concerning the collection, use, and disclosure of personal information are expanding and becoming more complex. We are continuing to assess the impact of new and proposed data privacy and protection laws and proposed amendments to existing laws on our business.

 

In the United States, such laws and regulations include state and federal breach notification laws and consumer protection laws, as well as state laws addressing privacy and data security. Internationally, various foreign jurisdictions in which we operate have established, or are developing, data privacy and security legal frameworks with which we must comply. In certain cases, these international laws and regulations are more restrictive than those in the United States.

 

U.S. and global laws and regulations may require notification to individuals and government authorities in the event of a breach of certain personal data, which could result in increased costs stemming from the notification itself or a regulatory inquiry. Any changes in privacy and data protection laws or regulations could also adversely impact the way we use e-mail, text messages and other marketing techniques and could require changes to our marketing strategies. We have a privacy policy posted on our website at www.radiusglobal.com. Our privacy policies may change over time as expectations regarding privacy and data change.

 

Our significant operations in the EU are subject to the GDPR, which applies to all our activities conducted from an establishment in the EU or related to adjacent operations that we proceed to in the EU. It also imposes stringent data

15


protection requirements on companies that receive or process personal information from EU residents and establishes significant penalties for non-compliance.

 

Violation of the GDPR can result in administrative fines of up to EUR 20 million or 4% of annual worldwide revenues, whichever is greater. Such penalties are in addition to any civil litigation claims by data controllers, customers and data subjects. Further, the United Kingdom’s departure from the EU (“Brexit”) has created uncertainty regarding the regulation of data protection in the United Kingdom. In particular, although the United Kingdom enacted a Data Protection Act in May 2018 that is designed to be consistent with the GDPR, uncertainty remains regarding how data transfers to and from the United Kingdom will be regulated following Brexit.

 

In addition, some countries are considering or have enacted data localization laws requiring that user data regarding users in their country be maintained, stored, and/or processed in their country. Maintaining local data centers in individual countries could increase our operating costs significantly.

 

We have implemented data transfer mechanisms to provide for the transfer of personal information from the European Economic Area (the “EEA”) or the United Kingdom to the United States. However, there are certain unsettled legal issues regarding the adequacy of data transfers to the United States, the resolution of which may adversely impact our ability to process and transfer personal data outside of the EEA.

 

Our efforts to comply with privacy, data protection and information security laws, regulations and other obligations, which include a long-term engagement with a cybersecurity firm to assess IT security and implement IT best practices, penetration testing by independent external parties on a recurring basis and investment in additional server hardware and licenses to monitor security events through the use of a Security Information and Event Management System (“SIEM”), is costly, and we may encounter difficulties, delays or significant expenses in connection with our compliance, or because of our customers’ need to comply or our customers’ interpretation of their own legal requirements.

 

For more information on risks related to privacy and data protection, see “Risk Factors—We are subject to laws, regulations and other legal obligations related to privacy, data protection, information and cybersecurity, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations could harm our business.”

Available Information

We maintain a website at www.radiusglobal.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the ’Exchange Act’)), proxy statements and other information about us are made available, free of charge, through the Securities and Exchange Commission (“SEC”) Filings section of our website at www.radiusglobal.com/filings/sec-filings and at the SEC’s website at sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

In addition, our corporate governance guidelines, code of business conduct and ethics policy and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available through the Governance section of our website at www.radiusglobal.com/governance/documents-charters, and such information is also available in print to any stockholder who requests it. We intend to post to our website any amendments to or waivers from the code of business conduct and ethics policy applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer that are required to be disclosed.

16


Item 1A. Risk Factors.

Investing in our securities carries a significant degree of risk. You should carefully consider the risks described below, together with all of the other information in this Form 10-K, including our consolidated financial statements and related notes included elsewhere in this Form 10-K, before deciding whether to invest in our securities. If any or a combination of the following risks were to materialize, our results of operations, financial condition and prospects could be materially adversely affected. If that were to be the case, the market price of our securities could decline, and investors could lose all or part of their investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Relating to our Industry

If the MNOs or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree, our business and profitability could be materially and adversely affected.

The U.S. wireless carrier industry has experienced, and may continue to experience, significant consolidation, such as the 2020 merger between Sprint and T-Mobile. Historically, consolidation among MNO’s has resulted in the decommissioning of certain existing communications sites, due to overlap of the networks or the consolidation of different technologies. For example, the Sprint-Nextel merger led to significant churn as the consolidated company terminated leases of sites on which iDen technology had been located. Internationally, MNO’s are increasingly entering into active and passive network sharing agreements or roaming or resale arrangements. For example, in 2019 Vodafone announced that it had entered into active and passive network sharing agreements in Italy, Spain and the United Kingdom. These agreements could also result in decommissioning of certain existing communications sites due to network overlap or redundancy.

The Tenant Leases from which we derive most of our revenue can typically be terminated upon a very short notice period, generally 30 to 180 days, regardless of the length of the lease term. To the extent that a MNO does not need a redundant communications site, it may terminate the site’s lease prior to the end of the lease term or simply refuse to renew the lease. As part of our business strategy, we purchase the revenue stream under a lease from the site owner, typically including any renewal periods, and assumes the risk that such lease is early terminated or not renewed. As we do not have recourse to the site owner in the case of such early termination (absent fraud or breach of contractual representations or covenants by such site owner), our ongoing in-place rents and future results may be negatively impacted if a significant number of these leases are terminated or not renewed, materially impairing the value of our real property and contractual interests in such sites.

Consolidation can also potentially reduce the diversity of the tenants from which we derive revenue and give tenants greater leverage over us, as their effective landlord, by increasing co-location on nearby existing sites and aggressively negotiating master lease terms for multiple sites, all of which could materially and adversely affect our revenue.

New technologies may significantly reduce demand for wireless infrastructure and therefore negatively impact our revenue and future growth.

Improvements in the efficiency of wireless networks could reduce the demand for the MNO’s or tower companies’ wireless infrastructure. For example, signal combining technologies that permit one antenna to service multiple frequencies and, thereby, more customers, may reduce the need for wireless infrastructure. In addition, other technologies, such as Wi-Fi, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, leasing additional tower or antennae sites that might otherwise be anticipated as wireless infrastructure had such technologies not existed. Any significant reduction in wireless infrastructure leasing demand resulting from the previously mentioned technologies or other technologies could materially and adversely affect our revenue, financial condition and future growth.

Perceived health risks from radio frequency (“RF”) energy could reduce demand for wireless communications services.

The U.S. and other governments impose requirements and other guidelines relating to exposure to RF energy. Exposure to high levels of RF energy can cause negative health effects. The potential connection between exposure

17


to low levels of RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community. According to the U.S. Federal Communications Commission, the results of these studies to date have been inconclusive. However, public perception of possible health risks associated with cellular and other wireless communications media could slow the growth of MNOs, which could in turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless communications which could materially and adversely affect the demand for our assets, the revenue that we are able to generate, and the rate of growth in our business. Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims relating to exposure to RF energy and, even if such claims ultimately had no merit, our financial condition could be materially and adversely affected by having to defend such claims.

Risks Relating to our Business

We may become involved in expensive litigation or other contentious legal proceedings relating to our real property interests and contractual rights, the outcome of which is unpredictable and could require us to change our business model in certain jurisdictions or exit certain markets altogether.

The tenants under our Tenant Leases are typically MNO’s and tower companies that may have competitive or other concerns regarding the assignment of the right to receive lease payments to us from the site owners, and as a result some of these tenants may challenge our real property interests and contractual rights. For example, MNO’s and tower companies have challenged certain of our real property interests in Brazil, Chile, Colombia and the Netherlands and alleged that the grant of the real property interest in the land underlying the wireless tower or antennae violated either a contractual non-assignment provision or a statutory pre-emptive right. In Hungary, a regulatory agency has initiated an inquiry that may result in new regulations on some of our activities. In addition, certain MNOs in Canada have filed claims alleging that our business and marketing practices constitute harassment of the landlords, defamation of the carriers and interference of their site leases. In addition, under eminent domain laws (or equivalent laws in jurisdictions outside of the United States), governments can take real property without the owner’s consent, sometimes for less compensation than the owner believes the property is worth. If these or similar claims are successful, we may not be able to continue to operate in those jurisdictions using our current business model, or at all, which could have a material adverse effect on our ability to acquire new assets or grow our business as planned.

Any litigation or other proceeding, even if resolved favorably, could require us to incur substantial costs and be a distraction to management. Also, such litigation could be used as a nuisance to disrupt our business. Litigation results are highly unpredictable, particularly in some of the jurisdictions in which we operate. Even if we believe we have a strong legal basis to defend such claims, we may not prevail in any litigation or other proceeding in which we may become involved. If we are unsuccessful in defending claims by our tenants relating to our business model in a particular jurisdiction, it may be difficult or impossible to continue operations in those jurisdictions, or we may incur significant additional expense to adjust our business model in response to any legal order or judgment, any of which could have a material adverse effect on our business and results of operations.

Competition for assets could adversely affect our ability to achieve our anticipated growth.

If we are unable to make accretive acquisitions of real property interests and contractual rights in the revenue streams of Tenant Leases, our growth could be limited. As none of the individual revenue streams that we acquire are material, our business model requires us to identify and negotiate a significant number of new interests each year in order to deliver material growth. We may experience increased competition for these assets from new entrants to the industry. Further, in some jurisdictions, including Europe, the number of wireless towers and antennae owned by tower companies, as compared to MNOs, is growing quickly. These tower companies may be more likely to seek to own or control the land underlying their tower as that is their asset or service as compared to the MNOs who have traditionally allocated their capital to network development rather than acquisition of the underlying real property. This could make the acquisition of high-quality assets significantly more costly or prohibitive. The wireless tower companies are larger than us and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria than we do. Higher prices for assets or the failure to add new assets to our portfolio could make it more difficult to achieve our anticipated returns on investment or future growth, which could materially and adversely affect our business, results of operations or financial condition.

18


If the Tenant Leases for the wireless communication tower or antennae located on our real property interests are not renewed with similar rates or at all, our future revenue may be materially affected.

A significant portion (approximately 16.5% of revenue for the year ended December 31, 2021 and 14.8% of annualized in-place rents as of December 31, 2021) of the Tenant Leases located on communications sites on which we hold a property interest are either hold-over leases or will be subject to renewal over the next 12 months. The MNOs and tower companies are under no obligation to renew their ground or rooftop leases. In addition, there is no assurance that such tenants will renew their current leases with similar terms or rental rates even if they do want to renew. The extension, renewal or replacement of existing leases depends on a number of factors, several of which are beyond our control, including the level of existing and new competition in markets in which we operate; the macroeconomic factors affecting lease economics for our current and potential customers; the balance of supply and demand on a short-term, seasonal and long-term basis in our markets; the extent to which customers are willing to contract on a long-term basis and the effects of international, federal, state or local regulations on the contracting practices of our customers. Unsuccessful negotiations could potentially reduce revenue generated from the assets. As a result, we may not fully recognize the anticipated benefits of the assets that we acquire, which could have a material adverse effect on our results of operations and cash flow. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

Most of the Tenant Leases associated with our assets may be terminated upon limited notice by the MNO or tower company, and unexpected lease cancellations could materially impact cash flow from operations.

Most of the Tenant Lease associated with our assets permits the MNO or tower company tenant to cancel the lease at any time with limited prior written notice, typically requiring the tenant to provide only 30 to 180 days’ advance notification to terminate the lease. Cancellations are determined by the tenants themselves in their sole discretion. For instance, sites are independently assessed by tenants for their ability to provide coverage. This assessment is made prior to construction or installation of the asset and there is no guarantee such coverage will remain static in the future due to independent developments, technological developments, property and infrastructure developments (e.g., construction of new buildings and roads), foliage growth or other physical changes in the landscape that are unforeseeable and out of our control. We have previously experienced terminations and cancellations of leases for the following reasons:

 

network consolidations and mergers that make a particular tower site redundant for a MNO;

 

primarily in the United Kingdom, where the MNO has a shared lease with the tower company or tower owner and we only receive a portion of the shared rent;

 

the MNO secures an alternative site to allow it to save operational expenses; and

 

the MNO identifies a location that provides better coverage and renders the existing site obsolete or unused.

Such results could lead to site removal or relocation, leading to a reduction in our revenue. Any significant number of cancellations will adversely affect our revenue and cash flow.

If we are unable to protect and enforce our real property interests in, or contractual rights to, the revenue streams generated by leases on our communications sites, our business and operating results could be materially adversely affected.

Pursuant to our business model, we purchase the stream of future rental payments generated by an existing lease, and that will be generated by future leases, between a site owner and an owner or operator of a wireless communications tower or wireless antennae. As a lease generating such revenue stream already exists, our business model effectively puts us in the position of landlord without the consent of the MNO or tower operator. Where possible, we seek to purchase an “in rem” real property interest in the land underlying the wireless tower or antennae, typically easements, usufructs, leasehold and sub-leasehold interests, and fee simple interests. If that is not feasible due to local legal requirements or commercial limitations, we will purchase a contractual assignment of rents. As we are one of the first companies to develop an asset portfolio of revenue streams from existing wireless communications sites in some of the jurisdictions in which we operate, the “in rem” right that we have purchased has not traditionally been used in a commercial context. Consequently, our real property rights may be subject to challenge by third parties, including the

19


MNOs or tower companies that are counterparties to the underlying site leases, or become subject to new regulations. Further, where we have rooftop easements (or comparable property interests), we are subject to the risk that the underlying property owners may block access to the rooftop. If we cannot enforce our real property and contractual rights, particularly to the extent any claim or regulatory constraint impacts a large number of our assets, our business and results of operations could be materially adversely affected.

Due to the long-term expectations of revenue from our assets, our results are sensitive to the creditworthiness and financial strength of our tenants and their sub-lessees.

We have purchased, for an upfront fee, the future revenue stream pursuant to the underlying Tenant Leases and subsequent leases and do not have recourse to the site owner if the tenant fails to make such future payments (absent fraud or breach of contractual representations or covenants by such site owner). Due to the long-term nature of most cell site leases, including the Tenant Leases and their sub-leases, our financial performance is dependent on the continued financial strength of the tenants, including the MNOs, tower companies and other owners of structures where we own the attached property rights, many of whom operate with substantial leverage. Many tenants and potential tenants rely on capital raising activities to fund their operations and capital expenditures, and downturns in the economy or disruptions in the financial and credit markets may make it more difficult and more expensive to raise capital. If, as a result of a prolonged economic downturn or otherwise, one or more of our tenants experienced financial difficulties or filed for bankruptcy, such an event could result in uncollectible accounts receivable and an impairment of our deferred rent asset. In addition, it could result in the loss of significant customers and all or a portion of our anticipated lease revenue from certain tenants, all of which could have a material adverse effect on our business, results of operations and cash flows. In addition, if the Tenant Lease tenants or sub-lessees (or potential tenants or sub-lessees) are unable to raise adequate capital to fund their business plans, they may reduce their spending, which could materially and adversely affect demand for the communications sites and the rental rates that we will be able to charge upon renewal.

Certain of our real property interests are subordinated to senior debt such as mortgages on the underlying properties.

The real property interests and contractual rights we purchase typically relate to a portion of a larger parcel of land that is owned by the site owner from whom we acquired the interests or rights. As a result, mortgages and other encumbrances, including any tax liens, which attach to the parcel as a whole, may also attach to or have enforcement priority over our interests or rights. We make an effort to target investment opportunities that are free from mortgages and other encumbrances. Where that option is not available, we make an effort to obtain non-disturbance agreements or locally comparable protections on the real property interests we acquire on mortgaged sites, but sometimes we are unable to do so. Under certain circumstances and in the absence of a non-disturbance agreement or locally comparable protections, if the underlying property owner fails to comply with or make payments under debt arrangements that grant creditors with claims on the property that are senior to ours, an event of default may result, which would allow the creditors to foreclose on any of our real property interests and contractual rights associated with that site. Any such default or foreclosure could have a material adverse effect on our results of operations and cash flow.

The ongoing COVID-19 pandemic could have a material adverse effect on our results of operations and financial condition.

The COVID-19 pandemic has spread worldwide, including to each of the jurisdictions in which we operate, has had a negative impact on economic conditions globally, and there are concerns for a prolonged or repeat deterioration of global financial conditions. The COVID-19 pandemic has resulted in protracted volatility in international markets and a decline in global economic conditions, including as a consequence of disruptions to travel and retail segments, tourism and manufacturing supply chains. Beginning in March 2020, we took measures to mitigate the broader public health risks associated with COVID-19 to our 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 and duration of the COVID-19 pandemic and the adverse impact it may have on our workforce and operations continues to remain unknown. Although we have begun reopening offices as vaccine and booster availability has become more widespread, there can be no certainty that we will not have to again close our offices as result of the pandemic. In addition, as a result of the COVID-19 pandemic, there have been and may continue to be short-term impacts on our ability to acquire new rental streams. For example, leasing transactions in certain civil law

20


jurisdictions, such as certain Latin American countries, often require the notarization of legal documents in person as part of the closing procedure. Government-imposed restrictions on the opening of offices and/or self-isolation measures, particularly in Latin American countries, have had, and may continue to have an adverse impact on the availability of notaries or other legal service providers. Similarly, government-imposed travel restrictions may impair our employees’ ability to conduct physical inspections of cell-site infrastructure which are part of our normal transaction underwriting process.

The extent to which COVID-19 may continue to impact the results of operations and financial condition of the Company and our tenants will depend on numerous evolving factors that we cannot predict, including the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the availability, distribution and efficacy of vaccines (including boosters); the rise of new or mutated strains of COVID-19 (such as the delta or omicron variant) or a similar virus (including vaccine-resistant strains); the impact of the pandemic on global economic activity and financial markets, including the possibility of a global recession and volatility in the global capital markets which, among other things, may increase the cost of capital and adversely impact our access to capital. For example, global macro-economic conditions have resulted in fluctuations in foreign currency exchange rates and heightened volatility in foreign currency exchange rates across multiple currencies. These impacts, individually or collectively, could have a material adverse impact on our results of operations and financial condition as the pandemic continues. Further, the impact of COVID-19 may heighten or exacerbate many of the other risks discussed in this Form 10-K, any of which could have a material impact on us.

The tenants on the Tenant Leases underlying our assets may be exposed to force majeure events and other unforeseen events for which their insurance may not provide adequate coverage.

The communications sites underlying our real property interests and contract rights are subject to risks associated with natural disasters, such as ice and windstorms, fires, tornadoes, floods, hurricanes and earthquakes, as well as cyber-attacks, terrorism and other unforeseen damage. During the past several years, we have seen an increase in severe weather events, and expect this trend to continue due to climate change. Substantially all of the leases in our portfolio allow the tenants either to terminate the lease or to withhold rent payments until the site is restored to its original condition should such a disaster cause damage to one of these communications sites or the equipment on such site. While tenants generally maintain insurance coverage for natural disasters, they may not have adequate insurance to cover the associated costs of repair or reconstruction for a future major event. Furthermore, while all of the Tenant Leases require that the tenants have access to the communications site, we often must rely on the site owners to take all the necessary steps to restore access to the site. In the event of any damage to the communications equipment, federal, state and local regulations may restrict the ability to repair or rebuild damaged towers or antennae. If the tenants are unwilling or unable to repair or rebuild due to damage, we may experience losses in revenue due to terminated leases and/or lease payments that are withheld pursuant to the terms of the Tenant Lease while the site is repaired.

A substantial portion of our revenue is derived from a small number of MNOs or tower companies in each of the jurisdictions in which we operate, and the loss, consolidation or financial instability of any of our limited number of customers may materially decrease revenue.

In each of the jurisdictions in which we operate, there are a small number of MNOs or tower companies. Consequently, the loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements with other MNOs or otherwise may result in (i) a material decrease in our revenue, (ii) uncollectible account receivables, (iii) an impairment of our deferred site rental receivables, site rental contracts, customer relationships or intangible assets or (iv) other adverse effects on our business. Additionally, the rental payments due to us from foreign affiliates and subsidiaries of large, nationally recognized MNOs or tower companies may not provide for full recourse to the larger, more creditworthy parent entities affiliated with our lessees.

We may not be able to consummate or successfully integrate future acquisitions into our business, which could result in unanticipated expenses and losses.

Part of our strategy is to seek to grow through acquisitions of portfolios of assets or entities that are engaged in similar or complementary businesses. Our ability successfully to implement our acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Mergers and acquisitions are inherently risky, and any mergers and acquisitions

21


that we complete may not be successful. The process of integrating a large portfolio of assets or an acquired company’s business into our operations is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of management’s attention that would otherwise be focused on the ongoing operation of our business. The potential difficulties or risks of integrating an acquired company’s business that could materially and adversely affect our business and results of operations include the following, which risks can be magnified when one or more integrations are occurring simultaneously or within a small period of time:

 

the effect of the acquisition on our financial and strategic positions and our reputation;

 

risk that we may be unable to obtain the anticipated benefits of the acquisition, including synergies, economies of scale, revenues and cash flow;

 

challenges in retaining, assimilating and training new employees;

 

potential increased expenditure on human resources and related costs;

 

retention risk with respect to an acquired company’s key executives and personnel;

 

potential disruption to our ongoing business;

 

investments in immature businesses or assets with unproven track records that have an especially high degree of risk, with the possibility that we may lose the value of our entire investment or incur additional unexpected liabilities (including becoming subject to foreign laws and regulations not previously applicable to us);

 

potential diversion of cash for an acquisition or integration activities that would limit other potential uses for cash including marketing, and other investments;

 

the assumption of known and unknown debt and other liabilities and obligations of the acquired company;

 

potential integration risks relating to acquisition targets that had not previously maintained internal controls and policies and procedures over financial reporting as would be required of a public company, which may amplify our risks and liabilities with respect to our ability to develop and maintain appropriate internal controls and procedures; and

 

challenges in reconciling accounting issues, especially if an acquired company utilizes accounting principles different from those used by us.

Although our real property and contractual interests generally do not make us contractually responsible for the payment of real property taxes, in our U.S. operations, if the responsible party fails to pay real property taxes, the resulting tax lien could put our real property interest in jeopardy.

A significant majority of our real property and contractual interests (70% of revenue for the year ended December 31, 2021 and 65% of annualized in-place rents as of December 31, 2021) are subject to triple net or effectively triple net lease arrangements under which we are not responsible for paying real property taxes. In the United States, if the property owner or tenant fails to pay real property taxes, any lien resulting from such unpaid taxes would be senior to our real property interest or contract rights in the applicable site. Failure of the property owner or tenant to pay such real property taxes could result in our real property interest or contract rights being impaired or extinguished or we may be forced to incur costs and pay the real property tax liability to avoid impairment of our assets. Internationally, although our real property interests would typically be senior to any subsequent tax lien, those assets that are contractual rights (such as an assignment of rents) could be subject to liens and be deemed subordinate to such governmental claims. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

22


The failure of the property owner or tenant to maintain the property or infrastructure assets could result in a diminution of our real property and contractual interest, which could materially and adversely affect our results of operations.

A significant majority of our real property and contractual interests (70% of revenue for the year ended December 31, 2021 and 65% of annualized in-place rents as of December 31, 2021) are subject to triple net or effectively triple net lease arrangements under which we are not responsible for maintenance expenditures related to the property or infrastructure. Failure of the property owner or tenant to maintain the property or infrastructure could result in a diminution of our real property and contractual interests, or we may be forced to incur costs to maintain the property to avoid diminution of our assets. For example, the placement and performance of wireless transmissions might be impaired in a situation where a structure is not adequately maintained by the property owner, which would result in a diminution of the property. A diminution of the property could materially and adversely affect our results of operations through losses in revenue due to terminated Tenant Leases and/or lease payments that are withheld, lower lease renewal rates, the inability to lease the property, costs to maintain the assets and costs related to litigation related to the diminution of the property. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

Security breaches and other disruptions could compromise our information, which would cause our business and reputation to suffer.

As part of our day-to-day operations, we rely on information technology and other computer resources and infrastructure to carry out important business activities and to maintain our business records. We utilize both cloud infrastructure as well as on-premise systems physically located in our offices. These systems are subject to interruption or damage from power outages, internet service provider failures, computer viruses, security breaches, errors, catastrophic events such as natural disasters and other events beyond our control which could halt or impede our business activities. Depending on the nature and scope of the incident, backups might have to be restored in order to resume business. In extreme events, backup systems could become compromised as well.

If such systems and backup systems are compromised, degraded, damaged or breached, or otherwise cease to function properly, we could suffer interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information including information about the MNOs or tower companies or the site owners. This could damage our reputation and disrupt operations which could adversely affect our business and operating results.

If we were to lose the services of certain members of senior management, it could negatively affect our business.

Our senior management developed our business model, have been integral in implementing this model in the jurisdictions in which we operate, and have deep industry relationships and knowledge. Our success depends to a significant extent upon the performance and active participation of our senior management key personnel. We cannot guarantee that we will be successful in retaining the services of members of our senior management. Although we have employment agreements with certain members of our senior management, these agreements do not ensure that those officers will continue with us in their current capacity for any particular period of time. If any of our key personnel were to leave or retire, we may not be able to find an appropriate replacement on a timely basis and our results of operations could be negatively affected.

Risks Relating to our Financial Performance or General Economic Conditions

We have a history of net losses and negative net cash flow; if we continue to grow at an accelerated rate, we may be unable to achieve profitability or positive cash flow at a company level (as determined in accordance with GAAP) for the foreseeable future.

We and the Predecessor had an accumulated deficit as of December 31, 2021 and 2020, net losses for the year ended December 31, 2021 and for the Successor period from February 10, 2020 to December 31, 2020 of $69.7 million and $191.9 million, respectively, and net income of $6.2 million for the Predecessor period from January 1, 2020 to February 9, 2020. For the year ended December 31, 2021 and for the Successor period from February 10, 2020 to December 31, 2020, we had negative cash flows from operating activities of $14.5 million and $42.5 million, respectively, and negative cash flows from investing activities of $470.7 million and $436.3 million, respectively. For

23


the Predecessor period from January 1, 2020 to February 9, 2020, we had negative operating cash flows of $3.5 million and negative cash flows from investing activities of $22.6 million, respectively. Our accumulated deficit and net losses have historically resulted primarily from expenses incurred in acquiring assets, recognizing depreciation and amortization in connection with the properties we own and interest expense. Our negative cash flows have historically resulted from the substantial investments required to grow our business, including the significant increase in recent periods in the number of assets we have acquired. We expect that these costs and investments will continue to increase as we continue to grow our business. These expenditures will make it more difficult for us to achieve profitability and positive cash flow from operations and investing activities, and we cannot predict whether we will achieve profitability for the foreseeable future.

Our results may be negatively affected by foreign currency exchange rates.

We conduct our business and incur costs in the local currencies in the countries in which we operate and, as a result, are subject to foreign exchange exposure due to changes in exchange rates, both as a result of translation and transaction risks.

We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our functional currencies (non-functional currency risk), such as our indebtedness. For example, we generate revenue from our Brazilian operations, which are denominated in Brazilian reals, while the indebtedness that funds those operations is presently denominated in Euros. Although we generally seek to match the currency of our obligations with the functional currency of the operations supporting those obligations, we are not always able to match the currency of our costs and expenses with the currency of our revenues. Changes in exchange rates with respect to amounts recorded in our consolidated financial statements related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions.

Although substantially all of our operations are conducted in the local currency of the countries in which we operate, we are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency), against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Increasing exchange rate risk has been brought on by external factors such as increasing interest rates in the United States, as well as internal factors as a consequence of high fiscal and external deficits in some of the jurisdictions in which we operate. Volatility in exchange rates can affect our reported revenue, margins and stockholders’ equity both positively and negatively and can make our results difficult to predict. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase (or decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a positive or negative impact on our comprehensive earnings or loss and equity solely as a result of foreign currency translation. The APW Group’s primary exposure to exchange rate risk during the year ended December 31, 2021 was to the Euro and British pound sterling, representing 39% and 23% of our reported revenue during the period, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for the Brazilian real, Chilean peso, Australian dollar, Mexican peso, Canadian dollar, Colombian peso, Hungarian forint and Romanian leu. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of financial statements of our subsidiaries and affiliates into U.S. dollars; however, even if we were to enter into such hedges, they may not be effective to off-set any such non-cash losses.

24


We have incurred a significant amount of debt and may in the future incur additional indebtedness. Our payment obligations under such indebtedness may, in the longer term, limit the funds available to us.

As of December 31, 2021 and 2020, we had total outstanding indebtedness of $1,295.5 million and $738.3 million, respectively, the majority of which was secured through multiple liens, pledges and other security interests on our assets. Our ability to make scheduled payments or refinance our obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. Taking into consideration our current cash on hand and our available credit facilities, including the maturity of such facilities, we do not believe our ability to service our debt and sustain our operations will be materially affected for at least a 12-month period following the date of this Form 10-K. In addition, we believe that our cash on hand, available restricted cash, and future cash from operations of the APW Group, together with our access to and the credit and capital markets, will provide adequate resources to provide both short-term and long-term liquidity. However, in the longer term, we may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness and to pursue growth. If our cash flows and capital resources are insufficient in the longer term to fund our obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness and other obligations or our lenders could seek to foreclose on our assets or could also sell all or substantially all of our assets under such foreclosure or other realization upon those encumbrances without prior approval of our stockholders. In the longer term, we may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt obligations. For more information about our debt obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

The terms of our debt agreements may restrict our flexibility in operating our business.

Under certain of our existing debt instruments, we and certain of our subsidiaries are subject to limitations regarding our business and operations, including limitations on the amounts of certain types of assets that can be acquired, or the jurisdictions in which assets can be acquired, limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, and sales of assets, and restrictions on the payment of dividends or distributions. Any debt financing that we secure in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital to pursue business opportunities, including potential acquisitions.

These restrictions could limit our ability to plan for or react to market conditions, meet extraordinary capital needs or otherwise take actions that we believe are in our best interests. Further, a failure by us to comply with any of these covenants and restrictions could result in an event of default that, if not waived or cured, could result in the acceleration of all or a substantial portion of the outstanding indebtedness thereunder. For more information about our debt obligations and the covenants and restrictions thereunder, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

Our growth strategy requires access to new capital, which could be impaired by unfavorable capital markets.

Our growth strategy requires significant capital as we primarily purchase for an upfront fee the future stream of rental payments. Any limitations on access to new capital will impair our ability to execute our growth strategy. If the cost of capital becomes too expensive, our ability to grow will be limited. We may not be able to raise the necessary funds on satisfactory terms, if at all. To the extent that we raise capital through issuance of equity, our stockholders may suffer significant dilution. To the extent that we raise capital through additional debt, that debt (i) may adversely affect our profitability, (ii) may be secured and (iii) would rank senior to any of our equity. We have historically raised a significant portion of our capital through the issuance of secured debt, which has a lower coupon rate than unsecured debt, but our ability to obtain secured debt in the future to execute our growth strategy is subject to our having sufficient assets eligible for securitization that are not subject to prior securitization from our existing debt. Weak economic conditions and volatility and disruption in the financial markets, including as a result of the ongoing COVID-19 pandemic, could increase the cost of raising money in the debt and equity capital markets substantially while diminishing the availability of funds from those markets which could materially impact our ability to implement our growth strategy.

25


An increase in market interest rates could increase our interest costs on future debt, reduce the value of our assets and affect the growth of our business, all of which may materially and adversely affect our results of operations and financial condition.

Fluctuations in interest rates may negatively impact our business. Interest rates are highly sensitive to many factors beyond our control, including general economic conditions, both domestic and foreign, and the monetary and fiscal policies of various governmental and regulatory authorities. If interest rates increase, so could our interest expense for new debt, making the financing of new assets costlier. We may incur variable interest rate indebtedness in the future. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increased interest expense on refinanced indebtedness.

Changes in interest rates may also affect the value of our assets and affect our ability to acquire new assets as site owners may be more reluctant to sell their interests during times of higher interest rates or may demand a higher cost than we have historically paid for our assets. If we cannot acquire additional assets at appropriate prices and returns or determine to pay higher amounts for additional assets, we will not be able to grow revenue to the extent expected, which could have a material adverse effect on our financial results and condition.

Our revenue is primarily derived from lease payments due from MNOs and tower operators; consequently, a slowdown in the demand for wireless communication services may adversely affect our business.

Our assets consist primarily of real property interests in wireless communications sites and contractual rights to the revenue stream generated from Tenant Leases. If consumers significantly reduce their minutes of use or data usage or fail to widely adopt and use wireless data applications or new technologies, MNOs could experience a decrease in demand for their services. In addition, delays or changes in the deployment of new technologies could reduce consumer demand. To the extent that that the demand for wireless communications services decreases, the owners and operators of wireless communications towers and antennae may be less willing or able to invest additional capital in their networks and may even reduce the number of wireless communications sites in their networks, all of which could materially and adversely affect the demand for our assets, the revenue that we are able to generate, and the rate of growth in our business.

We may enter into additional credit agreements or mortgage, pledge, hypothecate or grant a security interest in all or a portion of our assets without prior approval of our stockholders.

We expect to incur additional debt to finance our operations all or a portion of which will be secured by a lien on our assets. We anticipate that the leverage we employ will vary depending on our ability to sell additional Company debt, obtain credit facilities, the targeted leveraged return we expect from our portfolio and our ability to meet ongoing covenants related to our asset mix and financial performance. Our results of operations and cash flow may be materially adversely affected to the extent that changes in market conditions cause the cost of our future financings to increase. Any significant indebtedness incurred by us or our subsidiaries could have the following material consequences, among others:

 

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, dividends, research and development efforts and other general corporate purposes;

 

increase the amount of our interest expense because our borrowings could include instruments with variable rates of interest, which, if interest rates increase, would result in higher interest expense;

 

increase our vulnerability to general adverse economic and industry conditions;

 

limit our ability to make strategic acquisitions, introduce new technologies or exploit business opportunities;

 

place us at a competitive disadvantage compared to our competitors that have less indebtedness; and

 

limit, among other things, our ability to borrow additional funds.

26


 

We are a holding company whose principal source of operating cash is the income received from our subsidiaries, which may limit our ability to pay dividends or satisfy our other financial obligations.

We are a holding company with no material assets other than our limited liability company interests in APW OpCo, and therefore we have no independent means of generating revenue or cash flow. To the extent APW OpCo has available cash, we intend to cause APW OpCo (i) to make distributions to its unitholders, including us, in an amount sufficient to cover all applicable taxes at assumed tax rates and (ii) to reimburse us for our expenses. Our ability to pay dividends will be dependent upon the financial results and cash flows of APW OpCo and distributions received from APW OpCo with respect to our limited liability company interests in APW OpCo. The amount of distributions and dividends, if any, which may be paid from APW OpCo to us will depend on many factors, including its results of operations and financial condition, limits on dividends under applicable law, our subsidiaries’ constitutional documents and documents governing any indebtedness of our subsidiaries, and other factors that may be outside our control. If our subsidiaries are unable to generate sufficient cash flow or APW OpCo does not make distributions to us with respect to our limited liability company interests in APW OpCo for any other reason, we may be unable to make distributions and dividends on the Class A Common Stock, pay our expenses or satisfy our other financial obligations, including our obligations to service and repay our indebtedness and to pay any dividends that may be required to be paid in respect of the Series A Founder Preferred Stock.

Risks Relating to Laws and Regulation

Our operations outside the U.S. are subject to economic, political, cultural and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.

For the year ended December 31, 2021, approximately 83% of the APW Group’s revenue arose from business operations outside the U.S., and approximately 83% of the APW Group’s annualized in-place rents as of December 31, 2021 arose from business operations outside the U.S. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”. We anticipate that the overall proportion of revenues from our international operations will continue to grow. Accordingly, our business is subject to risks associated with doing business internationally that could materially and adversely affect our business and results of operations, including:

 

laws and regulations that dictate how we conduct business, including zoning, maintenance and environmental matters, and laws related to ownership of real property interests;

 

uncertain, inconsistent or changing interpretations of laws and regulations, especially those that address our business model, as well as judicial systems that may move more slowly, or be more unpredictable, than U.S. judicial systems;

 

changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;

 

laws affecting communications infrastructure, including the sharing of such infrastructure;

 

laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;

 

changes to existing or enactment of new domestic or international tax laws;

 

expropriation and governmental regulation restricting foreign ownership or requiring reversion or divestiture;

 

laws and regulations governing employee relations, including occupational health and safety matters and employee compensation and benefits matters;

 

our ability to comply with, and the costs of compliance with, anti-bribery laws such as the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010 and similar international anti-bribery laws;

27


 

changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites;

 

reluctance or unwillingness of communications site property owners in an existing country of our operations, or in a new country that we determine to enter, generally to do business with a U.S.-headquartered company or a company engaged in our business, especially where there is no history of such a business in the country; and

 

actions restricting or revoking the MNOs’ spectrum licenses or suspending or terminating business under prior licenses.

The Electronic Communications Code enacted in the United Kingdom may limit the amount of lease income we generate in the United Kingdom, which would have a material adverse effect on our results of operations and financial condition.

The Electronic Communications Code, which came into force on December 28, 2017 as part of the United Kingdom’s Digital Economy Act 2017, governs certain relationships between landowners and operators of electronic communications services, such as cellular towers. It gives operators certain rights to install, inspect and maintain electronic communications apparatus including masts, cables and other equipment on land, even where the operator cannot agree with the landowner as to the terms of the rights. Among other measures, the Electronic Communications Code restricts the ability of landowners to charge premium prices for the use of their land by basing the consideration paid on the underlying value of the land, not the value attributable to the high public demand for communications services and provides authority to the courts to determine the rent if the parties are unable to come to agreement. As a result, our future results may be negatively impacted if a significant number of our leases in the United Kingdom are renegotiated at lower rates. Our annualized in-place rent as of December 31, 2021 generated by property located in the United Kingdom was approximately 18%. A material reduction in our annualized in-place rents in the United Kingdom would have a material adverse impact on our results of operations and financial condition.

We have devoted and continue to devote a significant amount of management attention and resources to mitigating the potential adverse impact of the Electronic Communications Code, including through dispute resolution, as new and existing tenants in the United Kingdom have attempted to materially reduce the amount of rents paid to us under leases as a result of this law.  We cannot provide any assurances that we will be able to mitigate the potential adverse impact of this law on our business in the United Kingdom. We are aware of an ongoing effort by the government of the United Kingdom to make significant revisions to the Electronic Communications Code that, if implemented in their currently proposed form, would further reduce the prices that may be charged by landowners to operators of electronic communications services.  We understand that these revisions are supported by a significant lobbying effort in the United Kingdom.  If such revisions to the Electronic Communications Code are implemented or any new law, unfavorable court decision or interpretation of the Electronic Communications Code is issued, it would have a material adverse effect on our results of operations and financial condition.

Unforeseen liabilities under environmental laws could have a material adverse effect on our results of operations and cash flow.

Laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment are applicable to the communications sites in which we have a real property interest and to the businesses and operations of our lessees, property owners and other surface owners or operators. International, federal, state and local government agencies issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and that may result in injunctive obligations for non-compliance. These laws and regulations often require permits before operations commence, restrict the types, quantities and concentrations of various substances that can be released into the environment, require remediation of released substances, and limit or prohibit construction or operations on certain lands (e.g. wetlands). Although we do not conduct any operations on our properties, the MNOs or tower companies on our communications sites may maintain small quantities of materials that, if released, would be subject to certain environmental laws. Similarly, the site owners, lessees and other surface interest owners may have liability or responsibility under these laws that could have an indirect impact on our business. For those communications sites in which we hold real property interests that are not full fee simple ownership, our liability is typically limited to damages caused by our actions. However, in limited circumstances certain jurisdictions may seek to impose liability if all other owners are not available. With

28


respect to the communications sites that we own in fee simple, we are subject to environmental liability in accordance with local law. Although we do not purchase property where we are aware that there are or may be any environmental issues, we do not conduct any environmental due diligence such as Phase 1 Environmental Assessments in the United States or similar inquiries outside the United States before purchasing the real property. Our agreements with lessees, counterparties and other surface owners generally include environmental representations, warranties and indemnities to minimize the extent to which we may be financially responsible for liabilities arising under these laws. However, these counterparties may not have the financial ability to comply with their assumed obligations, which may have a material adverse effect on our results of operations.

We are subject to laws, regulations and other legal obligations related to privacy, data protection, information and cybersecurity, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations could harm our business.

We collect, use, disclose, store and data of (i) site owners who have agreements with mobile network operators and telecommunication infrastructure providers, (ii) the MNOs and tower companies from whom we receive rental payments, (iii) our employees, and (iv) other service providers. As discussed in more detail in “Business— Privacy and Data Protection,” handling of data is subject to a variety of state, local, and foreign laws and regulations, as well as contractual obligations and industry standards. Regulatory focus on data privacy and security concerns continues to increase globally, and laws and regulations concerning the collection, use, and disclosure of personal information are expanding and becoming more complex. We are continuing to assess the impact of new and proposed data privacy and protection laws and proposed amendments to existing laws on our business.

U.S. and global laws and regulations may require notification to individuals and government authorities in the event of a breach of certain personal data, which could result in increased costs stemming from the notification itself or a regulatory inquiry. Any changes in privacy and data protection laws or regulations could also adversely impact the way we use e-mail, text messages and other marketing techniques and could require changes to our marketing strategies. In addition, although we endeavor to comply with our published privacy and data protection policies, we may at times fail to do so or may be perceived to have failed to do so. Mo