The following management's discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and six months endedJune 30, 2022 . This discussion should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 of this Quarterly Report and the Annual Report.
Overview
We are a holding company with no material assets other than our limited liability company interests inAPW OpCo LLC ("APW OpCo"), the parent ofAP WIP Investments Holdings, LP ("AP Wireless ") and its consolidated subsidiaries. We were incorporated asLandscape Acquisition Holdings Limited ("Landscape") onNovember 1, 2017 and were formed to undertake an acquisition of a target company or business. OnFebruary 10, 2020 (the "Closing Date"), we acquired a 91.8% interest in APW OpCo through a merger of one of Landscape's subsidiaries with and into APW OpCo, with APW OpCo surviving such merger as a majority owned subsidiary of ours. Following the acquisition, the remaining 8.2% interest in APW OpCo was owned by certain Radius executive officers and members of APW OpCo who chose to roll over their investments inAP Wireless as of the Closing Date. Certain securities of APW OpCo issued and outstanding are subject to time and performance vesting conditions. In addition, all securities of APW OpCo held by persons other than the Company are exchangeable for shares of our Class A Common Stock. Assuming all APW OpCo securities had vested and no securities had been exchanged for Class A Common Stock, we would have owned approximately 87% of APW OpCo as ofJune 30, 2022 .AP Wireless and its subsidiaries continue to exist as separate subsidiaries of Radius and those entities are separately financed, with each having debt obligations that are not obligations of Radius. For a discussion of our material debt obligations, see "-Contractual Obligations and Material Cash Requirements" below.AP Wireless AP Wireless is one of the largest international aggregators of rental streams underlying wireless and other critical digital infrastructure sites through the acquisition of telecom real property interests and contractual rights.AP Wireless typically purchases, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae, or other digital infrastructure asset (each such lease, a "Tenant Lease"). Typically,AP Wireless acquires the rental stream by way of a purchase of a real property interest underlying or containing the wireless tower, antennae or other digital infrastructure asset, most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which providesAP Wireless the right to receive the rents from the Tenant Lease. In addition,AP Wireless purchases contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right.AP Wireless's primary objectives are to acquire, aggregate and hold underlying real property interests and revenue streams critical for wireless and other digital communications.AP Wireless purchases the right to receive future rental payments generated pursuant to an existing Tenant Lease between a property owner and an owner of a wireless tower, antennae or other essential communications infrastructure either through an up-front payment or on an installment basis from landowners who have leased their property to companies that own telecommunications infrastructure assets. The real property interests (other than fee simple interests which are perpetual) typically have stated terms of 30 to 99 years, although some are shorter, and provideAP Wireless with the right to receive the future income from the future Tenant Lease rental payments over a specified duration. In most cases, the stated term of the real property interest is longer than the remaining term of the Tenant Lease, which providesAP Wireless with the right and opportunity for renewals and extensions. In addition to real property rights,AP Wireless acquires contractual rights by way of an assignment of rents. The rent assignment is a contractual obligation pursuant to which the property owner assigns toAP Wireless its right to receive all communications rents relating to the property, including rents arising under the Tenant Lease. A rent assignment relates only to an existing Tenant Lease and therefore would not provideAP Wireless the ability automatically to benefit from lease renewals beyond those provided for in the existing Tenant Lease. However, in these cases,AP Wireless either limits the purchase price of the asset to the term of the current Tenant Lease or obtains the ability to negotiate future leases and a contractual obligation from the property owner to assign rental streams from future Tenant Lease renewals.AP Wireless's primary long-term objective is to continue to grow its business organically, through annual rent escalators, the addition of new tenants and/or lease modifications, and acquisitively, as it has done in recent years, and fully take advantage of the established asset management platform it has created. 21 --------------------------------------------------------------------------------
Key Performance Indicators Leases Leases is an operating metric that represents each lease we acquire. Each site purchased by us consists of at least one revenue producing lease stream, and many of these sites contain multiple lease streams. We had 8,556 and 8,186 leases as ofJune 30, 2022 andDecember 31, 2021 , respectively.
Sites
Sites is an operating metric that represents each individual physical location where we have acquired a real property interest or a contractual right that generates revenue. We had 6,545 and 6,211 different communications sites as ofJune 30, 2022 andDecember 31, 2021 , respectively, throughout theU.S. and 20 other countries.
Key Factors Affecting Financial Condition and Results of Operations
We operate in a complex environment with several factors affecting our
operations in addition to those described above. The following discussion
describes key factors and events that may affect our financial condition and
results of operations.
Foreign Currency Translation Our business operates in twelve different functional currencies. Our reporting currency is theU.S. Dollar. Our results are affected by fluctuations in currency exchange rates that give rise to translational exchange rate risks. The extent of such fluctuations is determined in part by global economic conditions and macro-economic trends. Movement in exchange rates have a direct impact on our reported revenues. Generally, the impact on operating income or loss associated with exchange rate changes on reported revenues is partially offset from exchange rate impacts on operating expenses denominated in the same functional currencies. Additionally, we have debt facilities denominated in Euros and Pound Sterling. Movement to the exchange rates for the Euro and Pound Sterling will impact the amount of our reported interest expense.
Interest Rate Fluctuations
Changes in global interest rates may have an impact on the acquisition price of real property interests. Changes to the acquisition price can impact our ability to deploy capital at targeted returns. Historically, we have limited interest rate risk on debt instruments primarily through long-term debt with fixed interest rates.
Competition
We face varying levels of competition in the acquisition of assets in each operating country. Some competitors are larger and include public companies with greater access to capital and scale of operations than we do. Competition can drive up the acquisition price of real property interests, which would have an impact on the amount of revenue acquired on an annual basis.
Network Consolidation
Most of our Tenant Leases associated with our acquired assets permit the tenant to cancel the lease at any time with limited prior notices. Generally, such lease terminations are permitted with only 30 to 180 days' notice from the tenant. The risk of termination is greater upon network sharing or a network consolidation and merger between two MNOs.
Key Statement of Operations Items
Revenue
We generate revenue by acquiring the right to receive future rental payments at
operating wireless and other digital infrastructure communications sites
generated pursuant to existing Tenant Leases between a property owner and
companies that own and
22 --------------------------------------------------------------------------------
operate cellular communication towers and other telecommunications
infrastructure. Revenue is generated on in-place existing Tenant Leases,
amendments and extensions on in-place existing Tenant Leases, and additional
Tenant Leases at the site.
Revenue is recorded as earned over the period in which the lessee is given control over the use of the communication site and recorded over the term of the lease. Rent received in advance is recorded when we receive advance rental payments from the in-place tenants. Contractually owed lease prepayments are typically paid one month to one year in advance.
Selling, general and administrative expense
Selling, general and administrative expense predominantly relates to activities associated with the acquisition of real property interest assets and consists primarily of sales and related compensation expense, marketing expense, data accumulation cost, underwriting costs, legal and professional fees, travel and facilities costs.
Share-based compensation expense
Share-based compensation expense is recorded for equity awards granted to
employees and nonemployees over the requisite service period associated with the
award, based on the grant-date fair value of the award.
Realized and unrealized gain (loss) on foreign currency debt
Our debt facilities are denominated in Euros, Pound Sterling andU.S. Dollars, withU.S. Dollars being our functional currency. Obligation balances denominated in Euros and Pound Sterling are translated toU.S. Dollars in the balance sheet date and any resulting remeasurement adjustments are reported in our condensed consolidated statement of operations as a gain (loss) on foreign currency debt.
Interest expense, net
Interest expense primarily includes interest due under our debt agreements and amortization of deferred financing costs and debt discounts, net of interest earned on invested cash. Non-GAAP Financial Measures We use certain additional financial measures not defined by generally accepted accounting principles inthe United States ("GAAP") that provide supplemental information we believe is useful to analysts and investors to evaluate our financial performance and ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. These non-GAAP measures exclude the financial impact of items management does not consider in assessing our ongoing operating performance, and thereby facilitate review of our operating performance on a period-to-period basis.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA is defined as net income (loss) before net interest expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and further adjusting for non-cash impairment-decommissions expense, realized and unrealized gains and losses on foreign currency debt, realized and unrealized foreign exchange gains/losses associated with non-debt transactions and balances denominated in a currency other than the functional currency, share-based compensation expense and transaction-related costs recorded in selling, general and administrative expenses incurred for incremental business acquisition pursuits (successful and unsuccessful) and related financing and integration activities. Management believes the presentation of EBITDA and Adjusted EBITDA provides valuable additional information for users of the financial statements in assessing our financial condition and results of operations. Each of EBITDA and Adjusted EBITDA has important limitations as analytical tools because they exclude some, but not all, items that affect net income, therefore the calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. You should not consider EBITDA, Adjusted EBITDA or any of our other non-GAAP financial measures as an alternative or substitute for our results. 23 --------------------------------------------------------------------------------
The following are reconciliations of EBITDA and Adjusted EBITDA to net income
(loss), the most comparable GAAP measure:
Three months Six months Three months Six months ended ended ended ended June 30, June 30, June 30, June 30, (in thousands) 2022 2022 2021 2021 (unaudited) Net income (loss)$ 23,552 $ 18,907 $ (37,337 ) $ (45,522 ) Amortization and depreciation 19,324 38,075 15,575 29,655 Interest expense, net 16,714 32,812 12,267 21,254 Income tax expense (benefit) (577 ) (3,743 ) 6,144 5,422 EBITDA 59,013 86,051 (3,351 ) 10,809 Impairment-decommissions 1,272 2,037 1,707 2,394 Realized/unrealized (gain) loss on foreign currency debt (58,667 ) (82,899 ) 3,662 (10,945 ) Share-based compensation expense 5,496 10,088 3,842 7,945 Non-cash foreign currency adjustments 4,177 4,582 (90 ) 2,003 Transaction-related costs 472 612 1,724 1,724 Adjusted EBITDA$ 11,763 $ 20,471 $ 7,494 $ 13,930 Acquisition Capex Acquisition Capex is a non-GAAP financial measure. Our payments for acquisitions of real property interests consist of either a one-time payment upon the acquisition or up-front payments with contractually committed payments made over a period of time, pursuant to each real property interest agreement. In all cases, we contractually acquire all rights associated with the underlying revenue-producing assets upon entering into the agreement to purchase the real property interest and records the related assets in the period of acquisition. Acquisition Capex therefore represents the total cash spent and committed to be spent for the acquisitions of revenue-producing assets during the period measured. Management believes the presentation of Acquisition Capex provides valuable additional information for users of the financial statements in assessing our financial performance and growth, as it is a comprehensive measure of our investments in the revenue-producing assets that we acquire in a given period. Acquisition Capex has important limitations as an analytical tool, because it excludes certain fixed and variable costs related to our selling, marketing and underwriting activities included in selling, general and administrative expenses in the condensed consolidated statements of operations, including corporate overhead expenses. Further, this financial measure may be different from calculations used by other companies and comparability may therefore be limited. You should not consider Acquisition Capex or any of the other non-GAAP measures we utilize as an alternative or substitute for our results. The following is a reconciliation of Acquisition Capex to the amounts included as an investing cash flow in the condensed consolidated statements of cash flows for investments in real property interests and related intangible assets, the most comparable GAAP measure, which generally represents up-front payments made in connection the acquisition of these assets during the period. The primary adjustment to the comparable GAAP measure is "committed contractual payments for investments in real property interests and intangible assets," which represents the total amount of future payments that we were contractually committed to make in connection with our acquisitions of real property interests and intangible assets that occurred during the period. Additionally, foreign exchange translation adjustments impact the determination of Acquisition Capex. Six months Six months ended ended June 30, June 30, (in thousands) 2022 2021 (unaudited)
Investments in real property interests and related
intangible assets$ 259,721 $
223,239
Committed contractual payments for investments
in real property interests and intangible assets 7,036 11,152
Foreign exchange translation impacts and other
(12,627 ) (1,211 ) Acquisition Capex$ 254,130 $ 233,180 Annualized In-Place Rents Annualized in-place rents is a non-GAAP measure that measures performance based on annualized contractual revenue from the rents expected to be collected on leases owned and acquired ("in place") as of the measurement date. Annualized in-place rents 24 -------------------------------------------------------------------------------- is calculated using the implied monthly revenue from all revenue producing leases that are in place as of the measurement date multiplied by twelve. Implied monthly revenue for each lease is calculated based on the most recent rental payment under such lease. Management believes the presentation of annualized in-place rents provides valuable additional information for users of the financial statements in assessing our financial performance and growth. In particular, management believes the presentation of annualized in-place rents provides a measurement at the applicable point of time as opposed to revenue, which is recorded in the applicable period on revenue-producing assets in place as they are acquired. Annualized in-place rents has important limitations as an analytical tool because it is calculated at a particular moment in time, the measurement date, but implies an annualized amount of contractual revenue. As a result, following the measurement date, among other things, the underlying leases used in calculating the annualized in-place rents financial measure may be terminated, new leases may be acquired, or the contractual rents payable under such leases may not be collected. In these respects, among others, annualized in-place rents differs from "revenue," which is the closest comparable GAAP measure and which represents all revenues (contractual or otherwise) earned over the applicable period. Revenue is recorded as earned over the period in which the lessee is given control over the use of the wireless communication sites and recorded over the term of the lease. You should not consider annualized in-place rents or any of the other non-GAAP measures we utilize as an alternative or substitute for our results. The following is a comparison of annualized in-place rents to revenue, the most comparable GAAP measure: Six months ended Year ended June 30, December 31, (in thousands) 2022 2021 Revenue for year ended December 31 $
103,609
Annualized in-place rents as ofDecember 31 $
117,924
Annualized in-place rents as of
Comparison of the results of operations for the three months ended
and
Our selected financial information for the three months endedJune 30, 2022 and 2021 set forth below has been extracted without material adjustment from our unaudited condensed consolidated financial information included elsewhere in this Quarterly Report.
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