~~One~~☒)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ~~period~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~endedSeptember 30, 2022~~

(Former name, former address and former ﬁscal year, if changed since last report)

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, a 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 4, ~~2022,~~2023, there were ~~95,283,563~~99,664,040 shares of Class A Common Stock outstanding.

We make forward-looking statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) 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 Quarterly Report, 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, liquidity and ~~liquidity.~~proposed transaction with affiliates of EQT Partners ("EQT") and Public Sector Pension Investment Board (“PSP”). 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. 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.

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

•

~~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 risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability;

•

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 impact of 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 extent that wireless carriers (mobile network operators, or “MNOs”) or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree;

•

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

•

the extent that new technologies reduce demand for wireless infrastructure;

•

~~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;~~

•

competition for assets;

•

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

•

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;

•

~~our ability to pay dividends or satisfy our financial obligations;~~

•

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;

•

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;

•

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

•

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 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 other risks and uncertainties described under “Risk Factors” in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”).~~

•

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 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;

•

the possibility that we have established human capital goals and objectives that we may be unable to achieve or that are too optimistic; and

•

the other risks and uncertainties described under “Risk Factors” in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”).

~~These~~The risks included here are not exhaustive and should be read in conjunction with the other cautionary statements that are included elsewhere in this Quarterly Report, in the “Risk Factors” section of the Annual Report, and in our other filings with the Securities and Exchange ~~Commission~~.Commission. Other sections of this Quarterly Report ~~describe~~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 Quarterly Report 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 Quarterly Report.

RADIUS GLOBAL INFRASTRUCTURE, INC.

TABLE OF CONTENTS


		Page

PART I.	FINANCIAL INFORMATION	2

Item 1.	Unaudited Condensed Consolidated Financial Statements	2

	Condensed Consolidated Balance Sheets at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	2

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	3

	Condensed Consolidated Statements of Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	4

	Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	76

	Notes to Condensed Consolidated Financial Statements	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	3328

Item 4.	Controls and Procedures	3329

PART II.	OTHER INFORMATION	3430

Item 1.	Legal Proceedings	3430

Item 1A.	Risk Factors	3430

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3430

Item 5.	Other Information	3430

Item 6.	Exhibits	3531

Signatures		3632

PART I. FINANCIAL INFORMATION

~~FINANCIAL INFORMATION~~

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~ITEM 1.~~

~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands, except share amounts)


	September 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	403,966		$	456,146		$	197,879		$	224,258
Restricted cash		2,649			2,085			2,417			1,971
Short-term investments								34,612			39,205
Total cash, cash equivalents, restricted cash, and short-term investments								234,908			265,434
Trade receivables, net		7,242			7,933			11,317			8,200
Prepaid expenses and other current assets		27,094			20,685			29,747			28,773
Total current assets		440,951			486,849			275,972			302,407
Real property interests, net:
Right-of-use assets - finance leases, net		328,956			301,865			415,981			379,052
Telecom real property interests, net		1,312,101			1,174,186			1,582,164			1,569,676
Real property interests, net		1,641,057			1,476,051			1,998,145			1,948,728
Intangible assets, net		8,626			7,914			11,811			12,121
Property and equipment, net		1,117			1,789			1,291			1,241
Goodwill		80,509			80,509			80,509			80,509
Deferred tax asset		207			160			1,636			306
Restricted cash, long-term		110,080			173,962			61,595			88,054
Other long-term assets		20,613			9,701			21,209			20,124
Total assets	$	2,303,160		$	2,236,935		$	2,452,168		$	2,453,490
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	44,282		$	36,995		$	44,121		$	48,767
Rent received in advance		23,901			24,485			33,938			26,551
Finance lease liabilities, current		15,460			10,567			14,392			15,589
Telecom real property interest liabilities, current		6,255			3,828			4,564			7,975
Total current liabilities		89,898			75,875			97,015			98,882
Finance lease liabilities		20,459			24,766			21,768			22,277
Telecom real property interest liabilities		6,216			12,884			4,076			4,483
Long-term debt, net of debt discount and deferred financing costs		1,412,166			1,272,225			1,521,802			1,503,352
Deferred tax liability		67,878			62,296			134,238			131,229
Other long-term liabilities		10,088			5,231			11,585			10,473
Total liabilities		1,606,705			1,453,277			1,790,484			1,770,696
Commitments and contingencies
Stockholders’ equity:
Series A Founder Preferred Stock, $0.0001 par value; 1,600,000 shares authorized; 1,600,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		—			—
Series B Founder Preferred Stock, $0.0001 par value; 1,386,033 shares authorized; 1,386,033 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		—			—
Class A Common Stock, $0.0001 par value; 1,590,000,000 shares authorized; 95,283,563 and 92,159,612 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		10			9
Class B Common Stock, $0.0001 par value; 200,000,000 shares authorized; 12,795,694 and 11,551,769 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		—			—
Series A Founder Preferred Stock, $0.0001 par value; 1,600,000 shares authorized; 1,600,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Series B Founder Preferred Stock, $0.0001 par value; 1,386,033 shares authorized; 1,386,033 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Class A Common Stock, $0.0001 par value; 1,590,000,000 shares authorized; 99,541,524 and 95,283,563 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								10			10
Class B Common Stock, $0.0001 par value; 200,000,000 shares authorized; 10,378,327 and 12,795,694 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Additional paid-in capital		1,054,529			1,038,740			1,082,943			1,060,055
Accumulated other comprehensive loss		(174,689	)		(27,784	)		(64,622	)		(85,936	)
Accumulated deficit		(236,855	)		(278,132	)		(384,404	)		(338,819	)
Total stockholders’ equity attributable to Radius Global Infrastructure, Inc.		642,995			732,833			633,927			635,310
Noncontrolling interest		53,460			50,825			27,757			47,484
Total liabilities and stockholders’ equity	$	2,303,160		$	2,236,935		$	2,452,168		$	2,453,490

See accompanying notes to condensed consolidated financial statements.

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except share and per share amounts)


	Three months ended September 30, 2022			Nine months ended September 30, 2022			Three months ended September 30, 2021			Nine months ended September 30, 2021			Three months ended March 31, 2023			Three months ended March 31, 2022
Revenue	$	35,295		$	98,462		$	27,464		$	74,609		$	41,214		$	30,599
Cost of service		1,713			4,581			549			1,357			1,892			841
Gross profit		33,582			93,881			26,915			73,252			39,322			29,758
Operating expenses:
Selling, general and administrative		25,543			69,435			18,980			53,235			29,464			22,687
Share-based compensation		5,375			15,463			3,878			11,823			5,184			4,592
Amortization and depreciation		21,045			59,120			16,828			46,483			23,085			18,751
Impairment - decommissions		706			2,743			386			2,780			1,050			765
Total operating expenses		52,669			146,761			40,072			114,321			58,783			46,795
Operating loss		(19,087	)		(52,880	)		(13,157	)		(41,069	)		(19,461	)		(17,037	)
Other income (expense):
Realized and unrealized gain on foreign currency debt		63,694			146,593			16,540			27,485
Interest expense, net		(16,771	)		(49,583	)		(12,330	)		(33,584	)
Realized and unrealized gain (loss) on foreign currency debt														(15,479	)		24,232
Interest expense														(17,671	)		(16,098	)
Other income (expense), net		1,209			(863	)		(54	)		(1,933	)		3,215			1,092
Gain on extinguishment of debt		—			942			—			—
Total other income (expense), net		48,132			97,089			4,156			(8,032	)		(29,935	)		9,226
Income (loss) before income tax expense (benefit)		29,045			44,209			(9,001	)		(49,101	)
Loss before income tax expense (benefit)														(49,396	)		(7,811	)
Income tax expense (benefit)		4,040			297			(92	)		5,330			(1,584	)		(3,166	)
Net income (loss)		25,005			43,912			(8,909	)		(54,431	)
Net income (loss) attributable to noncontrolling interest		1,458			2,635			(452	)		(3,873	)
Net income (loss) attributable to stockholders		23,547			41,277			(8,457	)		(50,558	)
Less: Income allocated to participating securities		(391	)		(7	)		—			—
Stock dividend payment to holders of Series A Founders Preferred Stock		—			(40,832	)		—			(31,391	)
Net income (loss) attributable to common stockholders	$	23,156		$	438		$	(8,457	)	$	(81,949	)
Net loss														(47,812	)		(4,645	)
Net loss attributable to noncontrolling interest														(2,227	)		(208	)
Net loss attributable to common stockholders													$	(45,585	)	$	(4,437	)

Income (loss) per common share:
Basic	$	0.24		$	0.00		$	(0.11	)	$	(1.21	)
Diluted	$	0.23		$	0.00		$	(0.11	)	$	(1.21	)
Loss per common share:
Basic and diluted													$	(0.48	)	$	(0.05	)
Weighted average common shares outstanding:
Basic		94,687,356			93,442,372			75,595,090			67,992,054
Diluted		112,179,224			98,841,277			75,595,090			67,992,054
Basic and diluted														95,821,985			92,104,971

See accompanying notes to condensed consolidated financial statements.

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in thousands)

	Three months ended September 30, 2022			Nine months ended September 30, 2022			Three months ended September 30, 2021			Nine months ended September 30, 2021
Net income (loss)	$	25,005		$	43,912		$	(8,909	)	$	(54,431	)
													Three months ended March 31, 2023			Three months ended March 31, 2022
Net loss													$	(47,812	)	$	(4,645	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(68,937	)		(146,905	)		(21,503	)		(31,151	)		21,394			(14,922	)
Unrealized loss on interest rate derivative														(80	)		—
Comprehensive loss	$	(43,932	)	$	(102,993	)	$	(30,412	)	$	(85,582	)	$	(26,498	)	$	(19,567	)

See accompanying notes to condensed consolidated financial statements.

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in thousands, except share amounts)


	Three months ended September 30, 2022 and 2021
																																	Three months ended March 31, 2023 and 2022
	Series A Founder Preferred Stock				Series B Founder Preferred Stock				Common Shares				Class B Shares					Additional			Accumulated other									Total
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		paid-in capital			comprehensive income (loss)			Accumulated deficit			Noncontrolling interest			stockholders' equity			Series A Founder Preferred Stock				Series B Founder Preferred Stock				Common Shares				Class B Shares					Additional		Accumulated other									Total
Balance at June 30, 2022		1,600,000	$	-		1,386,033	$	-		95,276,963	$	10		12,795,694		$	-	$	1,049,087		$	(105,752	)	$	(260,402	)	$	52,002		$	734,945
																																	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		paid-in capital		comprehensive income (loss)			Accumulated deficit			Noncontrolling interest			stockholders' equity
Balance at January 1, 2023																																		1,600,000	$	-		1,386,033	$	-		95,283,563	$	10		12,795,694		$	-	$	1,060,055	$	(85,936	)	$	(338,819	)	$	47,484		$	682,794
Issuance of shares upon redemption of Class B Common Units																																		-		-		-		-		2,367,228		-		(2,367,228	)		-		17,500		-			-			(17,500	)		—
Issuance of shares upon redemption of Series A LTIP Units																																		-		-		-		-		1,077,149		-		(1,077,149	)		-		-		-			-			-			—
Exercise of stock options		-		-		-		-		6,600		-		-			-		67			-			-			-			67			-		-		-		-		29,200		-		-			-		204		-			-			-			204
Share-based compensation		-		-		-		-		-		-		-			-		5,375			-			-			-			5,375			-		-		-		-		784,384		-		1,027,010			-		5,184		-			-			-			5,184
Foreign currency translation adjustment		-		-		-		-		-		-		-			-		-			(68,937	)		-			-			(68,937	)		-		-		-		-		-		-		-			-		-		21,394			-			-			21,394
Net income		-		-		-		-		-		-		-			-		-			-			23,547			1,458			25,005
Balance at September 30, 2022		1,600,000	$	-		1,386,033	$	-		95,283,563	$	10		12,795,694		$	-	$	1,054,529		$	(174,689	)	$	(236,855	)	$	53,460		$	696,455
Unrealized loss on interest rate derivative																																		-		-		-		-		-		-		-			-		-		(80	)		-			-			(80	)
Net loss																																		-		-		-		-		-		-		-			-		-		-			(45,585	)		(2,227	)		(47,812	)
Balance at March 31, 2023																																		1,600,000	$	-		1,386,033	$	-		99,541,524	$	10		10,378,327		$	-	$	1,082,943	$	(64,622	)	$	(384,404	)	$	27,757		$	661,684

Balance at June 30, 2021		1,600,000	$	-		1,386,033	$	-		75,684,862	$	8		11,611,769		$	-	$	875,373		$	6,120		$	(255,338	)	$	52,161		$	678,324
Purchase of capped call options		-		-		-		-		-		-		-			-		(33,221	)		-			-			-			(33,221	)
Exercise of warrants		-		-		-		-		3,846		-		-			-		46			-			-			-			46
Balance at January 1, 2022																																		1,600,000	$	-		1,386,033	$	-		92,159,612	$	9		11,551,769		$	-	$	1,038,740	$	(27,784	)	$	(278,132	)	$	50,825		$	783,658
Exercise of stock options		-		-		-		-		200		-		-			-		2			-			-			-			2			-		-		-		-		10,985		-		-			-		88		-			-			-			88
Share-based compensation		-		-		-		-		-		-		-			-		3,878			-			-			-			3,878			-		-		-		-		560,594		-		1,105,920			-		4,592		-			-			-			4,592
Issuance of shares upon redemption of Series A LTIP Units		-		-		-		-		15,000		-		(15,000	)		-		-			-			-			-			-
Foreign currency translation adjustment		-		-		-		-		-		-		-			-		-			(21,503	)		-			-			(21,503	)		-		-		-		-		-		-		-			-		-		(14,922	)		-			-			(14,922	)
Net loss		-		-		-		-		-		-		-			-		-			-			(8,457	)		(452	)		(8,909	)		-		-		-		-		-		-		-			-		-		-			(4,437	)		(208	)		(4,645	)
Balance at September 30, 2021		1,600,000	$	-		1,386,033	$	-		75,703,908	$	8		11,596,769		$	-	$	846,078		$	(15,383	)	$	(263,795	)	$	51,709		$	618,617
Balance at March 31, 2022																																		1,600,000	$	-		1,386,033	$	-		92,731,191	$	9		12,657,689		$	-	$	1,043,420	$	(42,706	)	$	(282,569	)	$	50,617		$	768,771

See accompanying notes to condensed consolidated financial statements.

Nine months ended September 30, 2022 and 2021

Series A Founder
Preferred Stock

Series B Founder
Preferred Stock

Common Shares

Class B Shares

Additional

Accumulated
other

Total

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

paid-in
capital

comprehensive
income (loss)

Accumulated
deficit

Noncontrolling
interest

stockholders'
equity

Balance at January 1, 2022

1,600,000

$
-

1,386,033

$
-

92,159,612

$
9

11,551,769

$
-

$
1,038,740

$
(27,784
)

$
(278,132
)

$
50,825

$
783,658

Issuance of shares as stock dividend to holders of Series A Founder Preferred Stock

-

-

-

-

2,523,472

-

138,005

-

-

-

-

-

-

Exercise of stock options

-

-

-

-

39,885

1

-

-

326

-

-

-

327

Share-based compensation

-

-

-

-

560,594

-

1,105,920

-

15,463

-

-

-

15,463

Foreign currency translation adjustment

-

-

-

-

-

-

-

-

-

(146,905
)

-

-

(146,905
)
Net income

-

-

-

-

-

-

-

-

-

-

41,277

2,635

43,912

Balance at September 30, 2022

1,600,000

$
-

1,386,033

$
-

95,283,563

$
10

12,795,694

$
-

$
1,054,529

$
(174,689
)

$
(236,855
)

$
53,460

$
696,455

Balance at January 1, 2021

1,600,000

$
-

1,386,033

$
-

58,425,000

$
-

11,414,030

$
-

$
673,955

$
15,768

$
(213,237
)

$
55,582

$
532,068

Issuance of shares as stock dividend to holders of Series A Founder Preferred Stock

-

-

-

-

2,474,421

-

197,739

-

-

-

-

-

-

Issuance of common shares

-

-

-

-

14,457,588

8

-

-

201,873

-

-

-

201,881

Purchase of capped call options

-

-

-

-

-

-

-

-

(33,221
)

-

-

-

(33,221
)
Equity issuance costs

-

-

-

-

-

-

-

-

(8,539
)

-

-

-

(8,539
)
Exercise of warrants

-

-

-

-

4,778

-

-

-

55

-

-

-

55

Exercise of stock options

-

-

-

-

17,200

-

-

-

132

-

-

-

132

Share-based compensation

-

-

-

-

309,921

-

-

-

11,823

-

-

-

11,823

Issuance of shares upon redemption of Series A LTIP Units

-

-

-

-

15,000

-

(15,000
)

-

-

-

-

-

—

Foreign currency translation adjustment

-

-

-

-

-

-

-

-

-

(31,151
)

-

-

(31,151
)
Net loss

-

-

-

-

-

-

-

-

-

-

(50,558
)

(3,873
)

(54,431
)
Balance at September 30, 2021

1,600,000

$
-

1,386,033

$
-

75,703,908

$
8

11,596,769

$
-

$
846,078

$
(15,383
)

$
(263,795
)

$
51,709

$
618,617

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Three months ended March 31, 2023			Three months ended March 31, 2022
Cash flows from operating activities:
Net loss	$	(47,812	)	$	(4,645	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		23,085			18,751
Amortization of finance lease and telecom real property interest liabilities discount		460			367
Impairment - decommissions		1,050			765
Realized and unrealized gain on foreign currency debt		15,479			(24,232	)
Amortization of debt discount and deferred financing costs		1,715			1,106
Provision for bad debt expense		(64	)		98
Share-based compensation		5,184			4,592
Deferred income taxes		(3,446	)		(3,986	)
Change in assets and liabilities:
Trade receivables, net		(2,790	)		(1,707	)
Prepaid expenses and other assets		1,813			1,563
Accounts payable, accrued expenses and other long-term liabilities		(3,391	)		(1,309	)
Rent received in advance		6,700			3,978
Net cash used in operating activities		(2,017	)		(4,659	)

Cash flows from investing activities:
Investments in real property interests and related intangible assets		(43,688	)		(73,128	)
Advance deposits made for real property interest investments		(2,589	)		—
Proceeds from sales of real property interests		213			—
Proceeds from maturities of short-term investments		5,000			—
Purchases of property and equipment		(231	)		(195	)
Net cash used in investing activities		(41,295	)		(73,323	)

Cash flows from financing activities:
Borrowings under debt agreements		—			256,203
Repayments of term loans and other debt		—			(1,804	)
Debt issuance costs		—			(5,653	)
Proceeds from exercises of stock options		204			88
Repayments of finance lease and telecom real property interest liabilities		(11,075	)		(4,359	)
Net cash provided by (used in) financing activities		(10,871	)		244,475

Effect of change in foreign currency exchange rates on cash, cash equivalents and restricted cash		1,791			(6,426	)

Net change in cash and cash equivalents and restricted cash		(52,392	)		160,067

Cash and cash equivalents and restricted cash at beginning of period		314,283			632,193
Cash and cash equivalents and restricted cash at end of period	$	261,891		$	792,260

Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest	$	18,008		$	15,459
Cash paid for income taxes	$	373		$	150

See accompanying notes to condensed consolidated financial statements.

RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)~~

~~(in thousands)~~

Nine months
ended
September 30,
2022

Nine months
ended
September 30,
2021

Cash flows from operating activities:

Net income (loss)

$
43,912

$
(54,431
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Amortization and depreciation

59,120

46,483

Amortization of finance lease and telecom real property interest liabilities discount

1,092

1,019

Impairment - decommissions

2,743

2,780

Realized and unrealized gain on foreign currency debt

(146,593
)

(27,485
)
Amortization of debt discount and deferred financing costs

4,466

1,029

Provision for bad debt expense

106

265

Share-based compensation

15,463

11,823

Deferred income taxes

(7,898
)

2,170

Gain on extinguishment of debt

(942
)

—

Change in assets and liabilities:

Trade receivables, net

(293
)

(768
)
Prepaid expenses and other assets

(10,019
)

(3,990
)
Accounts payable, accrued expenses and other long-term liabilities

17,015

3,903

Rent received in advance

2,889

4,897

Net cash used in operating activities

(18,939
)

(12,305
)

Cash flows from investing activities:

Investments in real property interests and related intangible assets

(338,236
)

(354,008
)
Advance deposits made for real property interest investments

(10,867
)

—

Proceeds from sales of real property interests

455

—

Purchases of property and equipment

(281
)

(582
)
Net cash used in investing activities

(348,929
)

(354,590
)

Cash flows from financing activities:

Borrowings under debt agreements

427,003

433,440

Repayments of term loans and other debt

(112,129
)

(166
)
Purchase of capped call options

—

(33,221
)
Debt issuance costs

(12,730
)

(12,986
)
Proceeds from issuance of common stock, net of issuance costs

—

191,461

Proceeds from exercises of stock options and warrants

327

187

Repayments of finance lease and telecom real property interest liabilities

(9,910
)

(11,862
)
Net cash provided by financing activities

292,561

566,853

Net change in cash and cash equivalents and restricted cash

(75,307
)

199,958

Effect of change in foreign currency exchange rates on cash, cash equivalents
and restricted cash

(40,191
)

(488
)

Cash and cash equivalents and restricted cash at beginning of period

632,193

215,448

Cash and cash equivalents and restricted cash at end of period

$
516,695

$
414,918

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

$
47,038

$
30,666

Cash paid for income taxes

$
2,019

$
1,884

~~See accompanying notes to condensed consolidated financial statements.~~

~~RADIUS GLOBAL INFRASTRUCTURE, INC. AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands, except share and per share amounts and unless otherwise disclosed)

Organization

~~Organization~~

Radius Global Infrastructure, Inc. (together with its subsidiaries, “Radius” ~~and/~~or the “Company”) is a holding company that, as of ~~September 30, 2022,~~March 31, 2023, owned approximately ~~94%~~97% of APW OpCo LLC (“APW OpCo”), which is the parent of AP WIP Investments Holdings, LP (“AP Wireless”), one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of telecom real property interests and contractual rights. The Company typically purchases, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae or other communications infrastructure (each such lease, a “Tenant Lease”). Typically, the Company acquires the rental stream by way of a purchase of a real property interest in the land underlying the wireless tower antennae or other real property-related communications infrastructure. These are most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provides the Company the right to receive the rents from the Tenant Lease. In addition, the Company purchases contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right.

Pending Acquisition by EQT and PSP

On March 1, 2023, the Company and APW OpCo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chord Parent, Inc., a Delaware corporation (“Parent”), Chord Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Chord Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent and Merger Sub I, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Merger Sub II will be merged with and into APW OpCo (the “OpCo Merger”), with APW OpCo surviving the OpCo Merger as a subsidiary of Parent and the Company (the “Surviving LLC”), and (b) Merger Sub I will be merged with and into the Company, (the “Company Merger” and, together with the OpCo Merger, the “Mergers”), with the Company surviving the Company Merger as a subsidiary of Parent.

Parent will be a controlled affiliate of EQT and PSP upon consummation of the Mergers. The parties expect the Mergers to close in the third quarter of 2023, subject to the conditions set forth in the Merger Agreement, although there can be no assurance that the Mergers will occur by that date.

If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee. The Company will be required to pay Parent a termination fee of $52 million under specified circumstances, including if the Company terminates the Merger Agreement to enter into a Superior Proposal (as defined in the Merger Agreement) or Parent terminates the Merger Agreement because the Company’s Board of Directors (the "Board") has made an Adverse Recommendation Change (as defined in the Merger Agreement). Parent will be required to pay the Company a termination fee of $103 million under specified circumstances, including termination of the Merger Agreement by the Company as a result of Parent’s material breach of the Merger Agreement or Parent’s failure to close the Mergers by the later of (a) five business days after all closing conditions have been satisfied and (b) five business days following the Company’s delivery of a written notice to Parent that all of Parent’s closing conditions have been satisfied or waived and the Company is ready, willing and able to consummate the Mergers.

Under the Merger Agreement, the consummation of the Mergers is conditioned on, among other things, the Company having available a minimum unrestricted cash balance of $210 million and the Company and its subsidiaries having an additional $30 million, in each case as of the closing. Compliance with this minimum cash condition may limit the growth of the Company’s business, depending on the availability to the Company of other sources of capital that are permitted under the terms of the Merger Agreement.

The accompanying condensed consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of Securities and Exchange Commission for interim reporting. The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the “Annual Report”). The results of operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the results that may be expected for the entire year.

The Company’s real property interests typically consist of leasehold interests or fee simple interests, acquired either through an upfront payment or on an installment basis from property owners who have leased their property to companies that own telecommunications infrastructure assets. The agreements that provide for ~~the~~ leasehold interests typically are easement agreements or similar arrangements, which provide the Company with certain beneficial rights, but not obligations, with respect to the underlying Tenant Leases. The beneficial rights acquired principally include the right to receive the rental income related to the lease with the in-place tenant, and in certain circumstances, additional rents. In most cases, the stated term of the leasehold interest is longer than the remaining term of the in-place Tenant Lease, which provides the Company with the right and opportunity for renewals and extensions. In cases in which the Company acquires a leasehold interest, the Company is both a lessor and a lessee. Although the Company has the rights under the acquired leasehold interests over the duration of the entire term, the underlying tenant, in most cases, can terminate their lease acquired by the Company within a short time frame ~~(30~~(30 to 180 day notice) without penalty. Similarly, when the Company acquires a fee simple interest, the beneficial rights associated with the in-place Tenant Leases are acquired and the Company owns the property underlying or containing the telecommunication infrastructure assets.

The costs of acquiring a real property interest are recorded either as a right-of-use asset, if the arrangement is determined to be a lease at the inception of the agreement under ~~Accounting Standards Codification (“ASC”)~~ASC Topic 842, Leases (“ASC 842”), or as a telecom real property interest asset, if the acquisition meets the definition of an asset acquisition. Telecom real property interests and finance lease ~~right of use~~right-of-use assets are stated at cost less accumulated amortization, and amortization is computed using the straight-line method over their estimated useful lives. Finance lease right-of-use assets are amortized over the lesser of the lease term or the estimated useful life of the underlying asset associated with the leasing arrangement.

The Company often closes and funds its real property interest prepayment transactions through third‑party intermediaries that generally are the Company’s retained legal counsel in each jurisdiction. Funds for these transactions are typically deposited with the intermediary, which releases the funds once all closing conditions are satisfied. In other circumstances, the Company deposits monies with the owners of the ~~sites~~assets in advance of consummating the acquisition of the real property interest, at which time all conditions are satisfied, the remaining payments are made and the balance of the deposit is included as part of the aggregate acquisition consideration paid for the asset and recorded in real property interest assets. Amounts held by others as deposits at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 totaled ~~$12,862~~$11,416 and ~~$2,307,~~$11,883, respectively, and were recorded as other long‑term assets in the Company’s condensed consolidated balance sheets.

For a real property interest arrangement determined to be a lease, the Company records a right-of-use asset and a lease ~~liability.~~liability at the present value of the arrangement's future lease payments plus any upfront payment. The weighted-average remaining lease term for leases classified as finance leases was ~~41.4 years and 40.1~~43.1 years as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, respectively.~~ 2022.

The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each geographical market. The weighted-average incremental borrowing rate associated with recorded finance lease liabilities was ~~4.1%~~8.5% and ~~3.9%~~8.2% as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

For acquisitions of real property interests accounted for under the acquisition method of accounting, the recorded amount of the telecom real property interest asset represents the allocation of the purchase price based on the contractual cash flows associated with the Tenant Lease, including rights and opportunities for renewals ~~thereof.~~thereof, as well as any acquired land for which an allocation of the purchase price is made. As of March 31, 2023 and December 31, 2022, telecom real property interest, net in the condensed consolidated balance sheets included amounts allocated to land of $59,204 and $58,110, respectively.

Under certain circumstances, the contractual payments for the acquired telecom real property interests are made to property owners on a noninterest-bearing basis over a specified period of time. Included in telecom real property interest liabilities in the condensed consolidated balance sheets, the liabilities associated with telecom real property interests were initially measured at the present value of the unpaid payments.

For telecom real property interests, amortization expense was $~~16,946~~17,764 and $~~13,544~~14,545 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $47,246~~ ~~and $36,959 for the nine months ended September 30, 2022 and 2021,~~ respectively. As of ~~September 30, 2022,~~March 31, 2023, amortization expense to be recognized for each of the succeeding five years was as follows:

As of ~~September 30, 2022,~~March 31, 2023, the weighted-average remaining contractual payment term for finance leases was ~~3.2~~3.7 years.

Amortization expense was ~~$401~~$791 and ~~$370~~$355 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $1,109 and $985 for the nine months ended September 30, 2022 and 2021,~~ respectively. The Company reviewed the portfolio of real property interests and intangible assets for impairment, in which the Company identified wireless communication sites for which impairment charges were recorded in Impairment - decommissions in the condensed consolidated statements of operations.

As of ~~September 30, 2022,~~March 31, 2023, the intangible asset amortization expense to be recognized for each of the succeeding five years was as follows:

In December 2021, AP WIP ArcCo Investments, LLC (“ArcCo Investments”), a subsidiary of AP Wireless, entered into a subscription agreement (the “ArcCo Subscription Agreement”) providing for loans of up to ~~€750,000.~~€750,000. The ArcCo Subscription Agreement provides for uncommitted funding to ArcCo Investments, the sole borrower thereunder, in the form of promissory certificates consisting of tranches in Euros, Pound Sterling, and U.S. Dollars.

The ArcCo Subscription Agreement contains certain financial condition and testing covenants (such as interest coverage and leverage limits) as well as restrictive and operating covenants relating to, among others, future indebtedness and liens and other material activities of ArcCo Investments and its affiliates. Obligations under the Subscription Agreement are guaranteed by AP WIP Investments, LLC (“AP WIP Investments”), a subsidiary of AP Wireless, and secured by a debt service reserve account and escrow cash account of ArcCo Investments available for making of incremental asset acquisitions, as well as secured by direct equity interests and bank accounts of ArcCo Investments and certain other subsidiaries.

In January 2022, ArcCo Investments borrowed ~~€225,000~~€225,000 ($257,490 USD equivalent) of the amount available under the ArcCo Subscription Agreement. Net of an issue discount of approximately ~~$1,287,~~$1,287, the funded amount of the borrowing under the ArcCo Subscription Agreement was approximately ~~$256,203.~~$256,203. In connection with this borrowing, ~~$5,000~~$5,000 was funded to the debt service reserve account. The initial borrowing accrues interest at a fixed annual rate of approximately ~~3.2%~~3.2%, which will be payable quarterly and is scheduled to mature in January 2030.

In September 2021, the Company issued convertible notes (the “Convertible Notes”) in an aggregate principal amount totaling ~~$264,500.~~$264,500. The Convertible Notes are unsecured and bear interest at a fixed rate of ~~2.5%~~2.5% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, ~~2022.~~2022. The Convertible Notes are convertible into cash, shares of the Company’s Class A Common Stock, or a combination thereof, at the Company’s election, and may be settled as described below. The Convertible Notes will mature on September 15, 2026 (the “Maturity Date”), unless earlier repurchased, redeemed or converted in accordance with their terms.

Prior to the close of business on the business day immediately preceding March 15, 2026, the Convertible Notes will be convertible at the option of the holders only under certain conditions and during certain periods. On or after March 15, 2026, until the close of business on the second scheduled trading day immediately preceding the Maturity Date, holders may convert their Convertible Notes, at their option, at the conversion rate then in effect, irrespective of these conditions.At the date of issuance, the conversion rate for the Convertible Notes was 44.2087 shares of Class A Common Stock per one thousand dollars principal amount of Convertible Notes (equivalent to an initial conversion price of approximately ~~$22.62~~$22.62 per share of Class A Common Stock).

In April 2022, a subsidiary of the Company, AP WIP Holdings, LLC (“DWIP”) entered into a subscription agreement (the “DWIP Subscription Agreement”) providing for the issuance of promissory certificates of up to ~~$165,000.~~$165,000. The monthly fixed coupon rate under the DWIP Subscription Agreement is approximately ~~3.6%~~3.6% per annum. In connection with entering into the DWIP Subscription Agreement, DWIP borrowed $165,000, using $102,600 to repay all of its outstanding obligations under the DWIP Loan Agreement, dated as of August 12, 2014, as amended (the “DWIP Loan Agreement”), plus the prepayment premium of 1.0% due thereunder, resulting in the total amount paid to settle the obligation due under the DWIP Loan Agreement of $103,626. Including the unamortized premium of $2,117 recorded in unamortized debt discount and financing fees in the condensed consolidated balance sheet, the carrying amount of the recorded debt under the DWIP Loan Agreement was $104,717 as of the repayment date. Accordingly, the settlement of all obligations under the DWIP Loan Agreement resulted in a gain on extinguishment of debt of $1,091 for the three and nine months ended September 30, 2022.

Borrowings under the DWIP Subscription Agreement totaled $165,000 and are scheduled to mature in April 2027. Under the DWIP Subscription Agreement, escrow and collection account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets.

A subsidiary of the Company, AP WIP International Holdings, LLC (“IWIP”), is the sole borrower under a facility agreement (the “Facility Agreement”) that provides for up to ~~£1,000,000~~£1,000,000 of borrowings with an initial ~~10-year~~10-year term. The Facility Agreement is uncommitted and has the objective of issuing notes that may be denominated in U.S. Dollars, Pound Sterling, Euros, Australian Dollars, or Canadian Dollars. Under the Facility Agreement, debt service reserve and escrow cash account balances are required to be maintained and each are included in restricted cash in the condensed consolidated balance sheets.

Through ~~September 30, 2022,~~March 31, 2023, cumulative IWIP borrowings under the Facility Agreement consisted of ~~€327,150~~€327,150 and ~~£228,700~~£228,700 that accrue interest at annual fixed rates ranging from ~~2.8%~~2.8% to ~~4.5%~~4.5%. Outstanding principal amounts due under the Facility Agreement as of ~~September 30, 2022~~March 31, 2023 totaling ~~$307,536, $134,625~~$341,676, $149,568 and ~~$132,598~~$147,305 are scheduled to mature in October 2027, August 2030 and October 2031, respectively. Principal balances under the Facility Agreement may be prepaid in whole on any date, subject to the payment of any make-whole provision (as defined in the Facility Agreement).

AP WIP Domestic Investment II, LLC (“DWIP II”), a wholly owned subsidiary of AP WIP Investments, is the sole borrower under a junior loan agreement (the “DWIP II Loan Agreement”), the borrowings under which bear interest at ~~6.0%. In May 2022, the Company repaid $5,800, which represented the principal amount owed to one of the lenders under the DWIP II Loan Agreement~~6.0% and ~~resulted~~mature in the extinguishment of this borrowing. The carrying amount of the repaid borrowing, including unamortized deferred financing costs, was $5,724. Accordingly, the Company recorded a loss on extinguishment of debt totaling $76. Separately, the Company and the remaining lender amended the DWIP II Loan Agreement, resulting in the receipt of proceeds of $5,800 and a change in the maturity date from ~~April 2023~~ to April 2024.

AP WIP Investments Borrower, LLC, a subsidiary of AP WIP Investments, is the borrower under a subscription agreement (the “Subscription Agreement”) that provides for uncommitted funding up to ~~£250,000~~£250,000 in the form of nine-year term junior loans consisting of tranches available in Euros, Pound Sterling and U.S. Dollars, and requires a portion of the funding to be held in a debt service reserve account, which is presented in restricted cash in the condensed consolidated balance sheets.

Through ~~September 30, 2022,~~March 31, 2023, cumulative borrowings under the Subscription Agreement consisted of fixed and variable rate interest-only notes totaling ~~€105,000~~€105,000 and ~~€40,000,~~€40,000, respectively. As of ~~September 30, 2022,~~March 31, 2023, fixed rate borrowings under the Subscription Agreement accrued cash pay interest at rates ranging from 4.0% to 4.25% and interest on the variable rate borrowing was based on the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 3.75%. All borrowings under the Subscription Agreement bear ~~cash-pay~~payment-in-kind interest ~~at rates~~ ranging from ~~3.75%~~1.75% to ~~4.25% plus payment-in-kind interest at rates ranging from 1.75% to 2.0%~~2.0%, which was recorded in the carrying amount of long-term debt in the condensed consolidated balance sheets and are scheduled to mature in November ~~2028~~.2028. Interest payable in cash is paid quarterly, whereas payment-in-kind interest accrues to the principal balance and is payable upon repayment of principal. Principal balances under the Subscription Agreement may be prepaid in whole on any date, subject to the payment of any applicable prepayment fee.

~~Interest on the variable rate borrowing of €40,000 under the Subscription Agreement is based on the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 3.75%.~~ The Company is a party to an interest rate cap agreement ("interest rate cap"), which has a notional amount of ~~€40,000~~€40,000 and terminates in March 2026. The interest rate cap is intended to limit the exposure to increasing interest rates on the variable rate borrowing under ~~our~~the Subscription Agreement in the event that the three-month EURIBOR exceeds ~~0.25%~~0.25%. ~~The~~Through December 31, 2022, the interest rate cap iswas a derivative financial instrument ~~and~~that was not designated as an effective hedge under ASC Topic 815, Derivatives and Hedging("ASC 815"). Accordingly, changes in the fair value of the interest rate cap were recognized in Other income (expense), net in the condensed consolidated statement of operations, which ~~were gains~~was a gain of ~~$1,152 and $2,820~~$1,074 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022. As of December 31, 2022, ~~respectively,~~the fair value of the interest rate cap was $3,857 and was recorded as a derivative asset ~~of $3,347 was recorded at fair value~~ in ~~Other~~other long-term assets in the condensed consolidated balance ~~sheet~~sheet.

Effective January 1, 2023, the Company has elected to designate the interest rate cap as a hedge of ~~September 30, 2022.~~ its exposure to potential variability in its remaining future cash flows that may result from its variable rate borrowing under the Subscription Agreement. As the interest rate cap has been designated and qualifies as an effective cash flow hedge under ASC 815, any gains or losses associated with the changes in the fair value of the interest rate cap determined in periods

after December 31, 2022 are recorded in stockholders' equity as a component of accumulated other comprehensive income, net of applicable income taxes. Reclassifications of the gains and losses on the interest rate cap are reclassified out of accumulated other comprehensive income and are recorded as part of interest expense in the condensed consolidated statements of operations in the period in which the variable rate interest payments under the Subscription Agreement impact interest expense.

For the three months ended March 31, 2023, the amount of loss associated with the change in the fair value of the interest rate cap recorded in other comprehensive income was $289 and the amount reclassified out of accumulated other comprehensive income and included in interest expense in the condensed consolidated statements of operations, which totaled $17,671, was $209. The following table presents the fair value of the interest rate cap as well as its classification in the condensed consolidated balance sheets.

The fair value of the interest rate cap was determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap and incorporated credit valuation adjustments to appropriately reflect the risk of non-performance. The variable interest rates used in the calculation of projected receipts on the cap were based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The primary inputs to the valuation technique used to measure fair value were ranked, according to their market price observability under the fair value hierarchy, as Level 2 inputs.

In connection with the borrowings made under the ArcCo Subscription Agreement in January 2022, deferred financing fees were incurred totaling $5,372, and a discount of $1,287 was recorded. In connection with the borrowings made under the DWIP Subscription Agreement in April 2022, deferred financing fees were incurred totaling $7,358. Amortization of debt discount and deferred financing costs, included in interest expense ~~net~~ in the condensed consolidated statements of operations, was ~~$1,751~~$1,715 and ~~$515~~$1,106 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $4,466 and $1,029 for the nine months ended September 30, 2022 and 2021,~~ respectively.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective bases for income tax ~~bases.~~purposes. The Company reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.

Income tax expense (benefit) was ~~expense~~a benefit of ~~$4,040~~$(1,584) and ~~$297~~$(3,166) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and a benefit of $(92) and an expense of $5,330 for the three and nine months ended September 30, 2021,~~ respectively. For the ~~nine~~three months ended ~~September 30, 2022, the effective tax rate was 0.7%, compared to (10.9)% for the nine months ended September 30, 2021. For the nine months ended September 30, 2022,~~March 31, 2023, the Company’s recorded income tax ~~expense (benefit)~~benefit in relation to its pre-tax ~~income (loss)~~loss was lower than an amount that would result from applying the applicable statutory tax rates to such ~~income (loss),~~loss, primarily due to limitations on the recognition of tax benefits as a result of full valuation allowances maintained in several taxing jurisdictions.

As of December 31, 2021, the Company had federal net operating loss carryforwards of $104,499, which can be carried forward indefinitely, and foreign tax loss carryforwards of $74,127, of which $44,464 can be carried forward indefinitely, none will expire in 2022 and the remainder is scheduled to expire between 2023 and 2041.

Each holder of Class A Common Stock is entitled to one vote per share on all matters and is entitled to ratably receive dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Company’s Board ~~of Directors (the “Board”)~~ from time to time out of assets or funds of the Company legally available. Each holder of the Company’s Class B Common Stock is entitled to one vote per share together as a single class with Class A Common Stock. Shares of Class B Common Stock are deemed to be non-economic interests.

As of ~~September 30, 2022,~~March 31, 2023, all shares of the Company’s Series A Founder Preferred Stock were held by certain of its founders. Each holder of Series A Founder Preferred Stock is entitled to a number of votes equal to the number of shares

of Class A Common Stock into which each share of Series A Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote.

In February 2021, the Board declared and paid a stock dividend payment of 2,474,421 shares of Class A Common Stock to the holders of all the issued and outstanding shares of Series A Founder Preferred Stock. Pursuant to the terms of the Series A Founder Preferred Stock, the holders became entitled to receive an annual dividend upon the Board’s declaration of such dividend and after the volume weighted average price of the Company’s Class A Common Stock was at or above $11.50 for ten consecutive trading days in 2020. The annual dividend amount for 2020, which totaled $31,391, was computed based on 20% of the increase in the market value of one share of Class A Common Stock, being the difference between the average of the volume weighted-average Class A Common Stock prices of the last ten trading days of 2020 of approximately $12.69 and $10.00 per share, multiplied by 58,425,000, which was the number of shares of Class A Common Stock outstanding as of February 10, 2020.

The computed annual dividend amount for 2021 (the “2021 Annual Dividend Amount”) was $40,832 based on 20% of the difference between the volume weighted average price of the Class A Common Stock over the last ten consecutive trading days in 2021 of approximately $16.18 and $12.69 per share, which was the highest average price per share previously used in calculating an annual dividend amount. With respect to the 2021 Annual Dividend Amount, on May 6, 2022, the Board declared a stock dividend payment of 2,523,472 shares of Class A Common Stock that was paid on May 13, 2022.

Concurrently with the dividend payment of Class A Common Stock, rollover distributions of APW OpCo Class B Common Units, which are held in tandem with the shares of Class B Common Stock, was made to the holders of the Series A Rollover Profits Units of APW OpCo, pursuant to the Second Amended and Restated Limited Liability Company Agreement of APW OpCo, dated as of July 31, 2020, by and between its members and the Company (the “APW OpCo LLC Agreement”). Accordingly, the Company issued in the aggregate 138,005 shares of the Company’s

~~Class B Common Stock to the holders of the Series A Rollover Profits Units of APW OpCo concurrent with the stock dividend payment.~~

As of ~~September 30, 2022,~~March 31, 2023, all shares of the Company’s Series B Founder Preferred Stock were held by certain executive officers and such shares were issued in tandem with LTIP Units (as defined in Note 10). Each holder of Series B Founder Preferred Stock is entitled to a number of votes equal to the number of shares of the Company’s Class A Common Stock and Class B Common Stock, respectively, into which each share of Series B Founder Preferred Stock could then be converted, on all matters on which stockholders are generally entitled to vote.

As of ~~September 30, 2022,~~March 31, 2023, noncontrolling ~~interests~~interest consisted of limited liability company units of APW OpCo not owned by ~~Radius.~~Radius, comprising each unit of limited liability company interests of APW OpCo designated as “Class B Common Units” under the Second Amended and Restated Limited Liability Company Agreement of APW OpCo, dated as of July 21, 2020 (the “OpCo LLC Agreement”), each unit of APW OpCo designated as a “Series A Rollover Profit Unit” under the OpCo LLC Agreement and each unit of APW OpCo designated as a “Series B Rollover Profit Unit” (each, a “Series B Rollover Profit Unit”) under the OpCo LLC Agreement. As of ~~September 30, 2022,~~March 31, 2023, the portion of APW OpCo not owned by Radius was approximately ~~5.6%~~3%, ~~representing~~which represented the Company's noncontrolling interest.

~~In May 2022,~~ During the ~~Company’s stockholders approved, the Company adopted an amendment to~~three months ended March 31, 2023, certain unitholders initiated redemptions of their interests in APW OpCo, thereby effectively exchanging their Class B Common Units, Series B Rollover Profit Units and the ~~Company restated its equity incentive plan, renaming~~associated tandem shares of Class B Common Stock for 2,367,228 shares of Class A Common Stock. This redemption and exchange resulted in an increase in additional paid-in capital of $17,500 and a corresponding reduction in noncontrolling interest, based on the ~~plan~~carrying amounts of the associated Class B Common Units and Series B Rollover Units being exchanged.

As of ~~September 30,~~March 31, 2023, all 2023 Performance RSAs and 2022 ~~all~~ Performance RSAs are expected to vest. The fair value of each 2023 Performance RSA vesting on the attainment of annualized in-place rent criteria was based on the grant date per share fair value of the Company’s Class A Common Stock, which was ~~$13.01~~$13.63 per share. For each 2023 Performance RSA subject to the Market Condition, ~~Performance RSA,~~ fair value was measured as of its grant date using a Monte Carlo method, which took into consideration different stock price ~~paths. The weighted-average grant date fair values for each Market Condition Performance RSA~~paths and utilized the following assumptions ~~used~~ in ~~the determinations thereof were as follows:~~its determination:

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized share-based compensation expense for restricted stock awards of ~~$604~~$724 and ~~$198, respectively, and $1,569 and $890 for the nine months ended September 30, 2022 and 2021,~~$367, respectively. As of ~~September 30, 2022,~~March 31, 2023, there was ~~$5,801~~$16,400 of total unrecognized compensation cost related to restricted stock awards granted as of ~~September 30, 2022.~~March 31, 2023. The total cost is expected to be recognized over a weighted-average period of ~~3.6~~4.0 years.

Expiring on the tenth anniversary following the grant date, each employee option award vests upon the completion of five years of service. ~~For stock options granted during the nine months ended September 30, 2022, the weighted-average grant date fair values for employee stock options and the weighted-average assumptions used in the determinations thereof were as follows:~~

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized share-based compensation expense of ~~$442~~$552 and ~~$367, respectively, and $1,547 and $994 for the nine months ended September 30, 2022 and 2021,~~$540, respectively, for stock options granted to employees. As of ~~September 30, 2022,~~March 31, 2023, there was ~~$8,022~~$6,921 of total unrecognized compensation cost, which is expected to be recognized over a weighted-average period of ~~3.7~~3.3 years.

Diluted income (loss) per common share is calculated by dividing the net income (loss) allocable to common stockholders of Radius by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common stock. The Company has determined that its shares of Series A Founder Preferred Stock are participating securities as the Series A Founder Preferred Stock participates in undistributed earnings on an as-if-converted basis. Accordingly, the Company uses the two-class method of computing earnings per share, for Class A Common Stock and for Series A Founder Preferred Stock according to participation rights in undistributed earnings. Under this method, net income applicable to holders of shares of Class A Common Stock is allocated on a pro rata basis to the holders of such common shares and Series A Founder Preferred Stock to the extent that each class may share in the Company’s net income for the period; whereas undistributed net loss is allocated only to the common shares because Series A Founder Preferred Stock are not contractually obligated to share in the Company’s losses.

The Company applies the if-converted method with respect to its Convertible Notes. Under the if-converted method, the denominator of the diluted income per common share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest expense for the period. Share awards granted under the Company’s Equity Plan do not participate in the undistributed earnings with the Company’s Class A Common Stock. Accordingly, for purposes of calculating diluted income per common share, the treasury stock method is applied in determining the incremental common shares associated with awarded LTIP Units, restricted stock and stock options. If the determination of the effect on diluted income per common share is anti-dilutive, the associated potential common shares are excluded from the calculation of diluted income per common share.

For all periods presented with a net loss, the effects of any incremental potential common shares have been excluded from the calculation of loss per common share because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share were the same for periods with a net loss attributable to common stockholders of Radius. The following table sets forth the computation of basic and diluted net ~~income (loss)~~loss per common share:

Three months
ended
September 30,
2022

Nine months
ended
September 30,
2022

Three months
ended
September 30,
2021

Nine months
ended
September 30,
2021

Shares of Series A Founder Preferred Stock

—

—

1,600,000

1,600,000

Warrants

—

—

16,674,700

16,674,700

Stock options

1,675,100

1,675,100

3,392,400

3,392,400

Restricted stock

—

—

95,292

95,292

LTIP Units

—

—

6,786,033

6,786,033

Convertible Notes

—

11,693,192

11,693,192

11,693,192

12.

Commitments and Contingencies

~~12.~~

~~Revenue Concentrations~~

~~The following tables summarize the revenues of the Company in different geographic locations (geographic summary is based on the billing addresses of the related in‑place tenant):~~

Three months
ended
September 30,
2022

Nine months
ended
September 30,
2022

Three months
ended
September 30,
2021

Nine months
ended
September 30,
2021

Revenue by Country:

Italy

$
12,810

$
32,171

$
7,724

$
17,122

United Kingdom

6,313

19,325

6,194

18,178

United States

5,501

15,900

4,522

13,315

Other foreign countries

10,671

31,066

9,024

25,994

Total

$
35,295

$
98,462

$
27,464

$
74,609

Although the Company monitors the creditworthiness of its customers, the loss, consolidation or financial instability of, or network sharing among, any of its customers may materially decrease revenue. Revenue concentration of the Company was with the following in‑place tenants:

Three months
ended
September 30,
2022

Nine months
ended
September 30,
2022

Three months
ended
September 30,
2021

Nine months
ended
September 30,
2021

Revenue by Company:

Telecom Italia

30
%

26
%

19
%

14
%
American Tower

11
%

12
%

12
%

13
%
Other (less than 10% individually)

59
%

62
%

69
%

73
%
Total

100
%

100
%

100
%

100
%

~~13.~~

~~Commitments and Contingencies~~

The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its business. In the opinion of management, after consultation with counsel, the ultimate disposition of ~~these~~such incidental matters, both asserted and unasserted, will not have a material adverse impact on the Company’s condensed consolidated financial position, results of operations or liquidity.

Apart from such incidental matters, the following lawsuits and demand letters have been filed or submitted relating to the Mergers:

On April 4, 2023, the Company received a demand letter from Norfolk County Retirement System, a purported holder of shares of Class A Common Stock, requesting access to certain books and records of the Company to investigate purported breaches of fiduciary duty, director independence and disinterestedness and/or other corporate wrongdoing in connection with the Mergers and related transaction documents. On April 14, 2023, the Company responded to this demand letter by denying the allegations contained therein and objecting to such purported stockholder’s scope of requests but indicating a proper inspection of books and records would be permitted, subject to negotiation of an appropriate scope of production and execution of a standard confidentiality agreement.

Between April 7, 2023 and May 1, 2023, three complaints were filed in connection with the Mergers. On April 7, 2023, a complaint, captioned Ryan O’Dell v. Radius Global Infrastructure, Inc. et al., 23-cv-2956 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; on April 12, 2023, a complaint, captioned Elaine Wang v. Radius Global Infrastructure, Inc. et al., 23-cv-3068 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; and on May 1, 2023, a complaint, captioned Shannon Jenkins v. Radius Global Infrastructure, Inc. et al., 23-cv-3657 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York by a purported holder of shares of Class A Common Stock; all three cases named as defendants the Company and members of the Board. The complaints allege, among other things, that the defendants caused to be filed with the SEC a materially incomplete and misleading preliminary proxy statement relating to the Mergers in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Among other remedies, the complaints seek: an order enjoining the defendants from proceeding with the Mergers unless and until the defendants disclose certain allegedly material information that was allegedly omitted from the preliminary proxy statement; rescinding the Merger Agreement or any of the terms thereof to the extent already implemented or granting rescissory damages; awarding the plaintiffs the costs and disbursements of their actions, including reasonable attorneys’ and expert fees and expenses; and granting such other and further relief as the court may deem just and proper. The Company has not yet formally responded to these complaints, but believes that the allegations contained therein are without merit.

On April 17, 2023, the Company received two demand letters from purported holders of shares of Class A Common Stock and, on April 19, 2023, the Company received a third demand letter from a purported holder of shares of Class A Common Stock, and on May 8, 2023, the Company received a fourth demand letter from a purported holder of shares of Class A Common Stock; all three four letters alleged disclosure deficiencies in the preliminary proxy statement and demanded issuance of corrective disclosures. The Company has not yet formally responded to these demand letters, but believes that the allegations contained therein are without merit.

As of May 9, 2023, the Company was not aware of the filing of other lawsuits or the submission of other demand letters challenging the Mergers and/or alleging deficiencies with respect to the preliminary proxy statement; however, such lawsuits or demand letters may be filed or submitted, respectively, in the future.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 nine~~ months ended ~~September 30, 2022.~~March 31, 2023. 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~~Report..

Overview

We are a holding company with no material assets other than our limited liability company interests in APW OpCo LLC (“APW OpCo”), the parent of AP WIP Investments Holdings, LP (“AP Wireless”) and its consolidated subsidiaries. ~~We were incorporated as Landscape Acquisition Holdings Limited (“Landscape”) on November 1, 2017 and were formed to undertake an acquisition of a target company or business.~~

On February 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 in AP Wireless as of the Closing Date. Certain securities of APW OpCo issued and outstanding are subject to time and performance vesting conditions. In addition, allAll securities of APW OpCo held by persons other than the Company are exchangeable for shares of our Class A Common ~~Stock.~~Stock and certain of these securities that remain outstanding as of March 31, 2023 are subject to time and performance vesting conditions. Assuming all APW OpCo securities had vested and no securities had been exchanged for Class A Common Stock, we would have owned approximately ~~87%~~90% of APW OpCo as of ~~September 30, 2022.~~March 31, 2023.

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 provides AP 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~~rights associated with the real property ~~owner and an owner of a wireless tower, antennae or other essential communications infrastructure~~interests 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.~~landowners. 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 provide AP 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 provides AP 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 to AP 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 provide AP 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 to fully take advantage of the established asset management platform it has created.

Pending Acquisition by EQT and PSP

On March 1, 2023, the Company and APW OpCo entered into the Merger Agreement with Parent, Merger Sub I and Merger Sub II. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Merger Sub II will be merged with and into APW OpCo, with APW OpCo surviving the OpCo Merger as a subsidiary of Parent and the Company, and (b) Merger Sub I will be merged with and into the Company, with the Company surviving the Company Merger as a subsidiary of Parent.

If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee. The Company will be required to pay Parent a termination fee of $52 million under specified circumstances, including if the Company terminates the Merger Agreement to enter into a Superior Proposal (as defined in the Merger Agreement) or Parent terminates the Merger Agreement because the Board has made an Adverse Recommendation Change (as defined in the Merger Agreement). Parent will be required to pay the Company a termination fee of $103.0 million under specified circumstances, including termination of the Merger Agreement by the Company as a result of Parent’s material breach of the Merger Agreement or Parent’s failure to close the Mergers by the later of (a) five business days after all closing conditions have been satisfied and (b) five business days following the Company’s delivery of a written notice to Parent that all of Parent’s closing conditions have been satisfied or waived and the Company is ready, willing and able to consummate the Mergers.

For additional information relating to the Mergers, please refer to the preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023 and other relevant materials that we have filed and may file with the SEC in connection with the Mergers.

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 ~~8,892~~9,411 and ~~8,186~~9,188 leases as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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 ~~6,794~~7,202 and ~~6,211~~7,024 different communications sites as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, throughout the U.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 the U.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. Movements 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.

Excluding operations in which the functional currency is the U.S. Dollar, the majority of the recorded amounts comprising balances in our condensed consolidated balance sheets and our condensed consolidated statements of operations are denominated in Euros or Pound Sterling. Both currencies ~~weakened significantly~~strengthened marginally as compared to the U.S. Dollar during the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, as ~~declines~~increases in the Euro and Pound Sterling exchange rates were approximately ~~14%~~1% and ~~18%~~2%, respectively, as compared to exchanges rates as of December 31, 2021. In addition to the impacts on reported revenues and expenses, translation of asset and liability balances denominated in Euros or Pound Sterling, particularly real property interest assets, were significant in both the three and nine months ended September 30, 2022, the effects of which were recorded as losses in accumulated other comprehensive income (loss) in the condensed consolidated balance sheet. For the three and nine months ended September 30, 2022, losses resulting from foreign currency translation adjustments totaled $68.9 million and $146.9 million, respectively.2022.

Additionally, we have debt facilities denominated in Euros and Pound Sterling, with U.S. Dollars being the functional currency of each borrowing subsidiary. Obligation balances denominated in Euros and Pound Sterling are translated to U.S. Dollars as of each balance sheet date and any resulting remeasurement adjustments are reported in our condensed consolidated statements of operations as a gain (loss) on foreign currency debt. The declines in the Euro and Pound Sterling exchange rates resulted in the recognition of a foreign exchange gain on debt of approximately $63.7 million and $146.6 million for the three and nine months ended September 30, 2022, respectively.

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~~21

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 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. Additionally, Tenant Leases contain contractual rent increase clauses, or “rent escalators”, that are tied to a local ~~consumer price~~inflation index, subject to open market valuation or at a fixed rate of increase, typically at approximately 3%.

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 and U.S. Dollars, with U.S. Dollars being the functional currency of each borrowing subsidiary. Accordingly, as of each balance sheet date, the remeasurement of the foreign currency debt balances to U.S. Dollars results in the recognition of a gain (loss) on foreign currency debt in the condensed consolidated statements of operations.

Interest expense ~~net~~

Interest expense primarily includes interest due under our debt agreements and amortization of deferred financing costs and debt discounts or premiums.

Non-GAAP Financial Measures

We use certain additional financial measures not defined by generally accepted accounting principles in the 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~~.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.

The following are reconciliations of EBITDA and Adjusted EBITDA to net income (loss), the most comparable GAAP measure:


(in thousands)	Three months ended September 30, 2022			Nine months ended September 30, 2022			Three months ended September 30, 2021			Nine months ended September 30, 2021			Three months ended March 31, 2023			Three months ended March 31, 2022
(unaudited)
Net income (loss)	$	25,005		$	43,912		$	(8,909	)	$	(54,431	)
Net loss													$	(47,812	)	$	(4,645	)
Amortization and depreciation		21,045			59,120			16,828			46,483			23,085			18,751
Interest expense, net		16,771			49,583			12,330			33,584
Interest expense														17,671			16,098
Income tax expense (benefit)		4,040			297			(92	)		5,330			(1,584	)		(3,166	)
EBITDA		66,861			152,912			20,157			30,966			(8,640	)		27,038
Impairment - decommissions		706			2,743			386			2,780			1,050			765
Realized/unrealized gain on foreign currency debt		(63,694	)		(146,593	)		(16,540	)		(27,485	)
Realized and unrealized (gain) loss on foreign currency debt														15,479			(24,232	)
Share-based compensation expense		5,375			15,463			3,878			11,823			5,184			4,592
Non-cash foreign currency adjustments		1,745			6,327			403			2,406			(34	)		405
Transaction-related costs		3,095			3,707			112			1,836			7,195			140
Adjusted EBITDA	$	14,088		$	34,559		$	8,396		$	22,326		$	20,234		$	8,708

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.


(in thousands)	Nine months ended September 30, 2022			Nine months ended September 30, 2021			Three months ended March 31, 2023			Three months ended March 31, 2022
(unaudited)
Investments in real property interests and related intangible assets	$	338,236		$	354,008		$	43,688		$	73,128
Committed contractual payments for investments in real property interests and intangible assets		13,325			15,602			5,279			4,123
Foreign exchange translation impacts and other		(27,338	)		(9,952	)		(748	)		(2,614	)
Acquisition Capex	$	324,223		$	359,658		$	48,219		$	74,637

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 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:


(in thousands)	Nine months ended September 30, 2022		Year ended December 31, 2021		Three months ended March 31, 2023		Year ended December 31, 2022
(unaudited)
Revenue for year ended December 31			$	103,609			$	135,456
Annualized in-place rents as of December 31			$	117,924			$	157,553
Annualized in-place rents as of September 30	$	133,553
Annualized in-place rents as of March 31					$	165,779

Comparison of the results of operations for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~

Our selected financial information for the three months ended ~~September 30,~~March 31, 2023 and 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.


(in thousands)	Three months ended September 30, 2022			Three months ended September 30, 2021			Three months ended March 31, 2023			Three months ended March 31, 2022
Condensed Consolidated Statements of Operations Data
Revenue	$	35,295		$	27,464		$	41,214		$	30,599
Cost of service		1,713			549			1,892			841
Gross profit		33,582			26,915			39,322			29,758
Selling, general and administrative		25,543			18,980			29,464			22,687
Share-based compensation		5,375			3,878			5,184			4,592
Amortization and depreciation		21,045			16,828			23,085			18,751
Impairment - decommissions		706			386			1,050			765
Operating loss		(19,087	)		(13,157	)		(19,461	)		(17,037	)
Realized and unrealized gain on foreign currency debt		63,694			16,540
Interest expense, net		(16,771	)		(12,330	)
Realized and unrealized gain (loss) on foreign currency debt								(15,479	)		24,232
Interest expense								(17,671	)		(16,098	)
Other income (expense), net		1,209			(54	)		3,215			1,092
Income (loss) before income tax expense (benefit)		29,045			(9,001	)
Loss before income tax expense (benefit)								(49,396	)		(7,811	)
Income tax expense (benefit)		4,040			(92	)		(1,584	)		(3,166	)
Net income (loss)	$	25,005		$	(8,909	)
Net loss							$	(47,812	)	$	(4,645	)

Revenue

Revenue was ~~$35.3~~$41.2 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$27.5~~$30.6 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in revenue was primarily attributable to the additional revenue streams from investments in real property interests, as incremental recurring revenue of ~~$10.8~~approximately $11.0 million was generated in the three months ended ~~September 30, 2022~~March 31, 2023 from Acquisition Capex incurred during the twelve-month period subsequent to ~~September 30, 2021.~~March 31, 2022. The remaining ~~$3.0~~$0.4 million decrease was due primarily to unfavorable foreign exchange rate effects on revenue of approximately ~~$3.9~~$1.5 million, offset primarily by the impacts of rent escalations in our Tenant Leases of approximately ~~$1.3~~$1.5 million.

Cost of service

Cost of service was ~~$1.7~~$1.9 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$0.5~~$0.8 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in cost of service was driven by expenses associated with certain fee simple interests acquired, primarily for property taxes and utilities, during the twelve-month period subsequent to ~~September 30, 2021.~~March 31, 2022.

Selling, general and administrative expense

Selling, general and administrative expense was ~~$25.5~~$29.5 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$19.0~~$22.7 million for the three months ended ~~September 30, 2021.~~March 31, 2022. General and administrative expenses associated with servicing our real property interest assets was ~~$2.6~~$2.7 million and $2.2 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, respectively. In connection with entering into the Merger Agreement, transaction-related costs related recorded in selling, general and ~~2021, respectively.~~administrative expenses were approximately $7.1 million higher during the three months ended March 31, 2023, as compared to the same period in 2022. Compensation and other employee-related expenses increased for the three months ended ~~September 30, 2022,~~March 31, 2023, as compared to the same period in ~~2021,~~2022, resulting primarily from the effects of increased employee headcount and, to a lesser extent, higher incentive-related compensation costs, totaling an aggregate of approximately ~~$2.2~~$1.3 million and the impacts of higher employee base compensation costs of approximately ~~$0.6~~$1.1 million. ~~The remainder of the increase in selling, general~~Offsetting these increases, legal and ~~administrative expense was due~~professional fees and other expenses primarily ~~to higher transaction-related costs of~~associated with enforcing and protecting our rights under our real property interest arrangements decreased by approximately ~~$3.1~~$3.0 million. ~~For the three months ended September 30, 2022, selling, general and administrative expense was favorably impacted by foreign exchange rate effects of approximately $1.2 million.~~

Share-based compensation

Share-based compensation expense was ~~$5.4~~$5.2 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$3.9~~$4.6 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in share-based compensation expense was due primarily to the costs associated with ~~the additional~~ awards of Series C LTIPs and restricted stock granted in February ~~2022.~~2023.

Amortization and depreciation

Amortization and depreciation expense was ~~$21.0~~$23.0 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$16.8~~$18.8 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The increase was primarily due to amortization of the real property interests acquired during the twelve months subsequent to ~~September 30, 2021.~~March 31, 2022.

Impairment—decommissions

Impairment-decommissions losses were ~~$0.7~~$1.1 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$0.4~~$0.8 million for the three months ended ~~September 30, 2021. The increase was due to a higher number~~March 31, 2022. Tenant decommissions of ~~decommissioned~~communications infrastructure sites inwere 8 and 7 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~as compared to the same period in 2021.~~respectively.

Realized and unrealized gain (loss) on foreign currency debt

Realized and unrealized gain (loss) on foreign currency debt was a ~~gain~~loss of ~~$63.7~~$15.5 million and a gain of ~~$16.5~~$24.2 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~The increase in the gain was due primarily to the significant weakening~~Strengthening of both the Euro and Pound Sterling relative to the U.S. Dollar during the three months ended ~~September 30,~~March 31, 2023, as compared to the weakening of both currencies in the same period in 2022, ~~coupled with higher levels of Euro-denominated debt resulting from our financing activities in December 2021 and January 2022.~~was the primary driver for this variance.

Interest expense

Interest expense ~~net~~

~~Interest expense, net~~ was ~~$16.8~~$17.7 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$12.3~~$16.1 million for the three months ended ~~September 30, 2021.~~March 31, 2022. The increase in interest expense ~~net~~ was due primarily to additional interest expense incurred as a result of the additional borrowings and the related incremental deferred financing costs incurred during the twelve months subsequent to ~~September 30, 2021.~~March 31, 2022.

Other income (expense), net

Other income (expense), net was income of ~~$1.2~~$3.2 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~expense~~income of ~~$0.1~~$1.1 million in the three months ended ~~September 30, 2021. Recorded in other income (expense), net was a foreign exchange loss totaling $1.7 million and a foreign exchange loss of $0.4 million for~~March 31, 2022. For the three months ended ~~September 30, 2022~~March 31, 2023, other income (expense) net included a gain recognized in connection with settling certain matters associated with our 2020 acquisition of AP Wireless and ~~2021,~~interest earned on invested cash of $0.9 million and $1.6 million, respectively. Included in other income (expense) for the three months ended ~~September 30,~~March 31, 2022 was an unrealized gain of approximately ~~$1.2~~$1.1 million resulting from adjusting the carrying amount of an interest rate cap to its fair value as of ~~September 30,~~March 31, 2022. ~~The remaining increase of $1.4 million was primarily due to higher amounts of interest earned on invested cash.~~

Income tax expense (benefit)

Income tax expense (benefit) was a benefit of ~~$4.0~~$1.6 million for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to an income tax benefit of ~~$0.1~~$3.2 million for the three months ended ~~September 30, 2021. For~~March 31, 2022. In the three months ended ~~September 30,~~March 31, 2022, ~~income tax expense included the effects of an increase in our unrecognized tax benefit obligation related to certain income tax positions, totaling $3.0 million.~~

~~Comparison of the results of operations for the nine months ended September 30, 2022 and September 30, 2021~~

Our selected financial information for the nine months ended September 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.

(in thousands)

Nine months
ended
September 30,
2022

Nine months
ended
September 30,
2021

Condensed Consolidated Statements of Operations Data

Revenue

$
98,462

$
74,609

Cost of service

4,581

1,357

Gross profit

93,881

73,252

Selling, general and administrative

69,435

53,235

Share-based compensation

15,463

11,823

Amortization and depreciation

59,120

46,483

Impairment - decommissions

2,743

2,780

Operating loss

(52,880
)

(41,069
)
Realized and unrealized gain on foreign currency debt

146,593

27,485

Interest expense, net

(49,583
)

(33,584
)
Other income (expense), net

(863
)

(1,933
)
Gain on extinguishment of debt

942

—

Income (loss) before income tax expense

44,209

(49,101
)
Income tax expense

297

5,330

Net income (loss)

$
43,912

$
(54,431
)

~~Revenue~~

Revenue was $98.5 million for the nine months ended September 30, 2022, compared to $74.6 million for the nine months ended September 30, 2021. The increase in revenue was primarily attributable to the additional revenue streams from investments in real property interests, as incremental recurring revenue of $28.3 million was generated in the nine months ended September 30, 2022 from Acquisition Capex incurred during the twelve-month period subsequent to September 30, 2021. The remaining $4.4 million decrease was due primarily to unfavorable foreign exchange rate effects on revenue of approximately $7.6 million, offset primarily by the impacts of rent escalations in our Tenant Leases of approximately $3.0 million.

~~Cost of service~~

Cost of service was $4.6 million for the nine months ended September 30, 2022, compared to $1.4 million for the nine months ended September 30, 2021. The increase in cost of service was driven by expenses associated with certain fee simple interests acquired, primarily for property taxes and utilities, during the twelve-month period subsequent to September 30, 2021.

~~Selling, general and administrative expense~~

Selling, general and administrative expense was $69.4 million for the nine months ended September 30, 2022, compared to $53.2 million for the nine months ended September 30, 2021. General and administrative expenses associated with servicing our real property interest assets was $7.5 million and $5.8 million for the nine months ended September 30, 2022 and 2021, respectively. Legal and professional fees and other expenses primarily associated with enforcing and protecting our rights under our real property interest arrangements increased by approximately $3.5 million and transaction-related costs and expenses related to being a U.S. public company increased by approximately $1.9 million and $0.9 million, respectively, from the nine months ended September 30, 2021 to the same period in 2022. The remainder of the increase in selling, general and administrative expense was due primarily to higher compensation and other employee-related expenses, resulting primarily from the effects of increased employee headcount and, to a lesser extent, higher incentive-related compensation costs, totaling an aggregate of approximately $5.2 million and the impacts of higher employee base compensation costs of approximately $1.7 million. For the nine months ended September 30, 2022, selling, general and administrative expense was favorably impacted by foreign exchange rate effects of approximately $1.8 million.

~~Share-based compensation~~

Share-based compensation expense was $15.5 million for the nine months ended September 30, 2022, compared to $11.8 million for the nine months ended September 30, 2021. The increase in share-based compensation expense was due primarily to the costs associated with the additional awards granted in February 2022.

~~Amortization and depreciation~~

Amortization and depreciation expense was $59.1 million for the nine months ended September 30, 2022, compared to $46.5 million for the nine months ended September 30, 2021. The increase was primarily due to amortization of the real property interests acquired during the twelve months subsequent to September 30, 2021.

~~Impairment—decommissions~~

Impairment-decommissions losses were $2.7 million for the nine months ended September 30, 2022, compared to $2.8 million for the nine months ended September 30, 2021. The average carrying amount for decommissioned sites in the nine months ended September 30, 2022 was approximately 10% lower than the comparable amount for decommissioned sites in the same period in 2021.

~~Realized and unrealized gain on foreign currency debt~~

Realized and unrealized gain on foreign currency debt was a gain of $146.6 million and $27.5 million for the nine months ended September 30, 2022 and 2021, respectively. The increase in the gain was due primarily to the significant weakening of both the Euro and Pound Sterling relative to the U.S. Dollar during the nine months ended September 30, 2022, coupled with higher levels of Euro-denominated debt resulting from our financing activities in December 2021 and January 2022.

~~Interest expense, net~~

Interest expense, net was $49.6 million for the nine months ended September 30, 2022, compared to $33.6 million for the nine months ended September 30, 2021. The increase in interest expense, net was due primarily to additional interest expense incurred as a result of the additional borrowings and the related incremental deferred financing costs incurred during the twelve months subsequent to September 30, 2021.

~~Other income (expense), net~~

~~Other income (expense), net was expense of $0.9 million for the nine months ended September 30, 2022, compared to expense of $1.9 million in the nine months ended September 30, 2021.~~ Foreign exchange losses recorded in other income (expense), net was $6.3 million and $2.4 million for the nine months ended September 30, 2022 and 2021, respectively. Included in other income (expense) for the nine months ended September 30, 2022 was an unrealized gain of approximately $2.8 million resulting from adjusting the carrying amount of an interest rate cap to its fair value as of September 30, 2022. The remaining increase of $2.1 million was primarily due to higher amounts of interest earned on invested cash.

~~Income tax expense (benefit)~~

~~Income tax expense (benefit) was expense of $0.3 million for the nine months ended September 30, 2022, compared to income tax expense of $5.3 million for the nine months ended September 30, 2021.~~ ~~During the nine months ended September 30, 2021, the effect of a rate change in the United Kingdom totaling $6.2 million was recorded in income tax expense.~~During the nine months ended September 30, 2022, income tax expense included the effects of an increase in our unrecognized tax benefit obligation related to certain income tax positions, totaling $3.0 million, partially offset by a settlement ofwe effectively settled a tax position with a taxing jurisdiction ofresulting in a $1.2 ~~million.~~million reduction in our liability for unrecognized income tax benefits and a corresponding benefit in our provision for income taxes.

Liquidity and Capital Resources

Our future liquidity will depend primarily on: (i) the operating cash flows of AP Wireless, (ii) our management of available cash and cash equivalents, (iii) cash distributions on sale of existing assets and (iv) the use of borrowings, if any, to fund short-term liquidity needs.

We primarily require cash to pay our operating expenses, service the cash requirements associated with our contractual obligations and acquire additional real property interests and rental streams underlying wireless and other digital infrastructure sites. Our principal sources of liquidity, both short-term and long-term, include revenue generated from our Tenant Leases, our cash and cash equivalents, short-term investments, restricted cash and borrowings available under our credit arrangements. As of ~~September 30, 2022,~~

March 31, 2023, we had working capital of approximately ~~$351.1~~$179.0 million, including ~~$404.0~~$232.5 million in unrestricted cash and cash ~~equivalents.~~equivalents and short-term investments. Additionally, as of ~~September 30, 2022,~~March 31, 2023, we had ~~$2.6~~$2.4 million and ~~$110.1~~$61.6 million, including ~~$87.3~~$38.6 million available to use in acquiring domestic and international real property interest assets, in short-term and

long-term restricted cash, respectively. Under the Merger Agreement, the consummation of the Mergers is conditioned on, among other things, the Company having available a minimum unrestricted cash balance of $210 million and the Company and its subsidiaries having an additional $30 million, in each case as of the closing. Compliance with this minimum cash condition may limit the growth of our business, depending on the availability to the Company of other sources of capital that are permitted under the terms of the Merger Agreement.

~~The summary below presents the significant financing activities that have occurred in 2022:~~

•

In January 2022, AP WIP ArcCo Investments, LLC (“ArcCo Investments”), a subsidiary of AP Wireless, borrowed €225 million ($257.5 USD equivalent) of the amount available under a subscription agreement (the “ArcCo Subscription Agreement”) that provides for loans up to €750 million to ArcCo Investments, as the sole borrower thereunder. In connection with the borrowing under the ArcCo Subscription Agreement, $5.0 million was funded to a debt service reserve account. The initial borrowing accrues interest at a fixed annual rate of approximately 3.2%, which will be payable quarterly and is scheduled to mature in January 2030.

•

In April 2022, AP WIP Holdings, LLC, (“DWIP”), a subsidiary of AP Wireless, entered into a subscription agreement (the “DWIP Subscription Agreement”) providing for the issuance of promissory certificates of up to $165.0 million. The monthly fixed rate coupon under the DWIP Subscription Agreement is approximately 3.6% per annum. In connection with entering into the DWIP Subscription Agreement, DWIP borrowed $165.0 million, using $102.6 million to repay all of its outstanding obligations under the DWIP Loan Agreement, dated as of August 12, 2014, as amended (the “DWIP Loan Agreement”) plus the prepayment premium of 1.0% due thereunder. Borrowings under the DWIP Subscription Agreement are scheduled to mature in April 2027.

In addition to the available uncommitted borrowing capacity of approximately ~~$1,182.8~~$1,312.8 million under our various debt facilities, we expect to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt or equity if needed or desired.

The COVID-19 pandemic could adversely impact our future operating cash flows. Since we do not know the ultimate severity and length of the COVID-19 pandemic, and thus cannot predict the impact it will have on our tenants and on the debt and equity capital markets, we cannot estimate the ultimate impact it will have on our liquidity and capital resources.

Although we believe that our cash on hand, short-term investments, available restricted cash, and future cash from operations of AP Wireless, together with our access to ~~and~~ the credit and capital markets, will provide adequate resources to provide both short-term and long-term liquidity, our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the performance of AP Wireless and/or its operating subsidiaries, as applicable; (ii) our credit rating or absence of a credit rating and/or the credit rating of our operating subsidiaries, as applicable; (iii) the provisions of any relevant credit agreements and similar or associated documents; (iv) the liquidity of the overall credit and capital markets; and (v) the current state of the economy. There can be no assurances that we will continue to have access to the credit and capital markets on acceptable terms.

Cash Flows

The tables below summarize our cash flows from operating, investing and financing activities for the periods indicated and the cash and cash equivalents and restricted cash as of the applicable period end.


(in thousands)	Nine months ended September 30, 2022			Nine months ended September 30, 2021			Three months ended March 31, 2023			Three months ended March 31, 2022
Net cash used in operating activities	$	(18,939	)	$	(12,305	)	$	(2,017	)	$	(4,659	)
Net cash used in investing activities		(348,929	)		(354,590	)		(41,295	)		(73,323	)
Net cash provided by financing activities		292,561			566,853
Net cash provided by (used in) financing activities								(10,871	)		244,475



(in thousands)	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Cash and cash equivalents	$	403,966	$	456,146	$	197,879	$	224,258
Restricted cash		112,729		176,047		64,012		90,025

Cash used in operating activities

Net cash used in operating activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$18.9~~$2.0 million, compared to net cash used in operating activities of ~~$12.3~~$4.7 million for the ~~nine~~three months ended ~~September 30, 2021. Interest payments for~~March 31, 2022. Lower cash used in operating activities resulted primarily from higher gross profits earned during the ~~nine~~three months ended ~~September 30, 2022 were approximately $16.4 million higher than the comparable period in 2021.~~March 31, 2023.

Cash used in investing activities

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was ~~$348.9~~$41.3 million and ~~$354.6~~$73.3 million, respectively. Payments to acquire real property interests ~~including advance deposits made for real property interests,~~ were ~~$349.1~~$43.7 million and ~~$354.0~~$73.1 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.For the nine months ended September 30, 2022, investments in real property interests and related intangible assets were impacted by the effects of unfavorable foreign exchange rates, reducing these cash outflows by approximately $26.9 million.

Cash provided by (used in) financing activities

Net cash used in financing activities for the three months ended March 31, 2023 was $10.9 million, as compared to net cash provided by financing activities of $244.5 million for the ~~nine~~three months ended ~~September 30, 2022 and 2021 was $292.6 million and $566.9 million, respectively.~~March 31, 2022. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, net proceeds from the issuances of debt under the ArcCo Subscription Agreement ~~and DWIP Subscription Agreement~~ totaled approximately $256.2 ~~million and $165.0 million, respectively, offset by the repayment of the obligations due under the DWIP Loan Agreement of $102.6~~ million.

Contractual Obligations and Material Cash Requirements

~~Except for the aforementioned borrowings under the ArcCo Subscription Agreement and the DWIP Subscription Agreement, there~~There have been no material changes to our contractual obligations since December 31, ~~2021.~~2022. For a summary of our contractual obligations and material cash requirements, see Part II, Item 7 of the Annual Report.

Covenants under Borrowing Agreements

We are subject to certain financial condition and testing covenants (e.g., interest coverage, leverage limits) under each of our borrowing arrangements, which are disclosed in Note 7 to the condensed consolidated financial statements. Limitations on the amount of leverage we may maintain as of any testing period end are included in each of our borrowing arrangements. Summarized in the table below are the leverage limitations for each debt agreement with outstanding borrowings as of ~~September 30, 2022,~~March 31, 2023, expressed as a multiple of the borrowing in relation to the then ~~applicable eligible cash flows~~annualized current rents in place of the borrower as defined under the applicable borrowing arrangement and excludes any other adjustments required or allowable under the borrowing agreement:



		Leverage Limitation of Applicable Eligible Cash Flows
DWIP Subscription Agreement		9.75x
ArcCo Subscription Agreement		9.5x
Facility Agreement		9.0x
Subscription Agreement		12.0x
DWIP II Loan Agreement		14.75x

Critical Accounting Estimates

The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Our critical accounting estimates have not changed materially since December 31, ~~2021.~~2022. For a discussion of our critical accounting estimates, see Part II, Item 7 of the Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Pursuant~~Our activities expose us to ~~Item 305(c)~~a variety of ~~Regulation S-K,~~financial risks, including translational exchange rate risk, interest rate risk, credit risk and liquidity risk. Risk management is led by senior management and is mainly carried out by the finance department.

Translational Exchange Rate Risk

We are exposed to foreign exchange rate risk arising from the remeasurement of outstanding principal balances due under our debt agreements in currencies other than the borrowing entity's functional currency. In particular, this affects Euro and Pound Sterling loan balances and fluctuations in these loan balances is caused by variations in the closing exchange rates from Euro and Pound Sterling to the U.S. Dollar. As of March 31, 2023, 49% and 18% of our total debt outstanding was denominated in Euros and Pound Sterling, respectively. We are also exposed to translational foreign exchange impacts when we ~~are~~convert our international subsidiaries’ financial statements to U.S. Dollars from the local currencies.

To date, we have not ~~required~~entered into any hedging arrangements with respect to ~~provide disclosures~~foreign currency risk or other derivative financial instruments. For any of the periods presented in our condensed consolidated financial statements, the effect of a hypothetical 10% change in foreign currency exchange rates would not have a material impact on our condensed consolidated financial statements.

Interest Rate Risk

As of March 31, 2023, one borrowing under our Subscription Agreement, representing approximately 3% of our total borrowed funds, is on a floating interest rate basis. For this ~~item until after December 31, 2022.~~borrowing, we have utilized an interest rate cap that is intended to limit the exposure to increasing interest rates on this variable rate borrowing in the event that the three-month EURIBOR exceeds 0.25% during the five-year period ending in March 2026. If we were to borrow additional funds that have floating interest rates, we would expect to manage this risk by maintaining an appropriate mix between fixed and floating rate borrowings and hedging

activities. For any of the periods presented in our condensed consolidated statements of operations, the effect of a hypothetical 10% increase or decrease in interest rates would not have had a material impact on the consolidated results of operations.

Credit Risk

In the event of a default by a tenant, we will suffer a shortfall in revenue and incur additional costs, including expenses incurred to attempt to recover the defaulted amounts and legal expenses. Although we monitor the creditworthiness of our customers and maintain minimal trade receivable balances on an asset-by-asset basis, a substantial portion of our revenue is derived from a small number of customers. The loss, consolidation or financial instability of, or network sharing among, any of the limited number of customers may materially decrease operating income.

ITEM 4. CONTROLS AND PROCEDURES~~PROCEDURES~~.

Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of ~~September 30, 2022.~~March 31, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended ~~September 30, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.OTHER INFORMATION

Item 1. Legal Proceedings.

We periodically become involved in various claims and lawsuits that are incidental to our business. In the opinion of management, after consultation with counsel, there are no such incidental matters currently pending that would, in the event of an adverse outcome, have a material impact on our consolidated financial position, results of operations or liquidity. Apart from such incidental matters, the following lawsuits and demand letters have been filed or submitted relating to the Mergers.

Item 1A. Risk Factors.

There were no material changes to the risk factors disclosed in Part I, Item 1A of the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Index


Number		Description

~~3.1~~ 2.1		Agreement and Plan of Merger, dated as of March 1, 2023, by and among Radius Global Infrastructure, Inc., APW OpCo LLC, Chord Parent, Inc., Chord Merger Sub I, Inc. and Chord Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed on March 2, 2023).
3.1		Restated Certificate of Incorporation of Radius Global Infrastructure, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 001-39568), filed on March 30, 2021).
3.2		Bylaws of Radius Global Infrastructure, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Post-Effective Amendment to the Registration Statement on Form S-4 (File No. 333-240173), filed on October 21, 2020).
31.110.1		Second Amendment Agreement to the Subscription Agreement, dated March 1, 2023, by and among AP WIP Investments Borrower, LLC, as borrower, AP WIP Investments, LLC, as guarantor, the holders as set forth on the signature pages thereto, and GLAS Americas LLC, as registrar.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certifications filed pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

SIGNATURES

~~Filed herewith.~~

**	~~Furnished herewith.~~

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RADIUS GLOBAL INFRASTRUCTURE, INC.

~~November 8, 2022~~May 9, 2023	/s/ Glenn Breisinger
	Glenn Breisinger
	~~Glenn Breisinger~~
	Chief Financial Officer and Treasurer
	(Principal Financial Officer)



~~November 8, 2022~~May 9, 2023	/s/ Gary Tomeo
	Gary Tomeo
	Chief Accounting Officer and Corporate Controller
	(Principal Accounting Officer)

3632


Delaware	88-1807259
(State or other jurisdiction of incorporation or organization)or~~organization)~~	(I.R.S. Employer IdentiﬁcationNo.)
3 Bala Plaza East, Suite 502
Bala Cynwyd, Pennsylvania	19004
(Address of principal executive offices)	(Zip Code)


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


	September 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Right-of-use assets - finance leases	$	354,495		$	319,457		$	451,998		$	410,171
Telecom real property interests		1,426,385			1,257,373			1,740,688			1,708,322
		1,780,880			1,576,830			2,192,686			2,118,493
Less accumulated amortization:
Right-of-use assets - finance leases		(25,539	)		(17,592	)		(36,017	)		(31,119	)
Telecom real property interests		(114,284	)		(83,187	)		(158,524	)		(138,646	)
Real property interests, net	$	1,641,057		$	1,476,051		$	1,998,145		$	1,948,728


	Three months ended September 30, 2022		Nine months ended September 30, 2022		Three months ended September 30, 2021		Nine months ended September 30, 2021		Three months ended March 31, 2023		Three months ended March 31, 2022
Finance lease expense	$	3,532	$	10,368	$	2,966	$	8,209	$	4,329	$	3,598
Interest expense - lease liability	$	312	$	829	$	228	$	652	$	337	$	256


	Nine months ended September 30, 2022		Nine months ended September 30, 2021		Three months ended March 31, 2023		Three months ended March 31, 2022
Cash paid for amounts included in the measurement of finance lease liabilities:
Operating cash flows from finance leases	$	387	$	245	$	227	$	136
Financing cash flows from finance leases	$	7,493	$	7,193	$	4,850	$	3,170
Finance lease liabilities arising from obtaining right-of-use assets	$	11,946	$	10,384	$	3,916	$	3,565


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Remainder of 2022	$	18,110
2023		68,032

Remainder of 2023			$	54,500
2024		68,022		73,555
2025		67,459		73,536
2026		67,459		73,536
2027		67,348		73,425
Thereafter		955,671		1,174,408
	$	1,312,101

	Finance Lease			Telecom Real Property Interest
Remainder of 2022	$	5,078		$	796
2023		13,444			7,513
							Finance Lease			Telecom Real Property Interest
Remainder of 2023							$	12,010		$	3,742
2024		6,787			3,259			9,405			3,638
2025		4,522			451			7,015			524
2026		3,296			346			4,439			407
2027		2,318			364			3,306			402
Thereafter		3,277			281			5,459			331
Total lease payments		38,722			13,010			41,634			9,044
Less amounts representing future interest		(2,803	)		(539	)		(5,474	)		(404	)
Total liability		35,919			12,471			36,160			8,640
Less current portion		(15,460	)		(6,255	)		(14,392	)		(4,564	)
Non-current liability	$	20,459		$	6,216		$	21,768		$	4,076


Remainder of 2023	$	1,320
2024		1,506
2025		1,311
2026		1,191
2027		1,046
Thereafter		5,437
	$	11,811

Remainder of 2022	$	374
2023		1,377
2024		1,187
2025		1,033
2026		929
2027		804
Thereafter		2,922
	$	8,626



	March 31, 2023		December 31, 2022
Interest payable	$	9,595	$	10,853
Accrued liabilities		2,404		1,894
Taxes payable		10,890		10,065
Payroll and related withholdings		4,356		10,612
Accounts payable		2,670		3,318
Professional fees accrued		11,569		9,578
Current portion of operating lease liabilities		962		977
Other		1,675		1,470
Total accounts payable and accrued expenses	$	44,121	$	48,767



Balance sheet location of derivative assets:	March 31, 2023		December 31, 2022
Interest rate cap designated as cash flow hedge:
Prepaid and other current assets	$	1,328	$	—
Other long-term assets		2,314		—
Interest rate cap not designated as cash flow hedge:
Other long-term assets		—		3,857
Total derivative assets	$	3,642	$	3,857

	Series A LTIP Units		Series B LTIP Units		Series C LTIP Units
Outstanding at December 31, 2021		5,340,000		1,386,033		—
Granted		—		—		1,105,920
Exercised		—		—		—
Outstanding at September 30, 2022		5,340,000		1,386,033		1,105,920
Vested at September 30, 2022		1,651,007		856,693		—


	Market Condition Series C LTIP Units
Weighted-average grant date fair value	$	9.47
Expected term	3.0 years
Expected volatility		45.4	%
Risk-free interest rate		4.5	%

	Market Condition Series C LTIP Units
Weighted-average grant date fair value	$	7.72
Expected term	3.0 years
Expected volatility		34.6	%
Risk-free interest rate		1.8	%

	Shares			Weighted- Average Grant- Date Fair Value
Nonvested at December 31, 2021		95,292		$	10.93
							Shares			Weighted- Average Grant- Date Fair Value
Nonvested at December 31, 2022								593,194		$	12.28
Granted		560,594		$	12.53			784,384		$	11.37
Vested		(62,692	)	$	(12.54	)		(150,902	)	$	(12.71	)
Forfeited		—			—			—			—
Nonvested at September 30, 2022		593,194		$	12.28
Nonvested at March 31, 2023								1,226,676		$	11.64


	Market Condition Restricted Stock Awards			Market Condition Restricted Stock Awards
Weighted-average grant date fair value	$	7.72		$	9.47
Expected term	3.0 years			3.0 years
Expected volatility		34.6	%		45.4	%
Risk-free interest rate		1.8	%		4.5	%

	Shares			Weighted- Average Exercise Price
Outstanding at December 31, 2021		3,989,100		$	10.32
Granted		555,000		$	13.77
Exercised		(39,885	)	$	8.20
Forfeited		(210,000	)	$	14.59
Outstanding at September 30, 2022		4,294,215		$	10.58
Exercisable at September 30, 2022		1,269,915		$	8.96


	Shares			Weighted- Average Exercise Price
Outstanding at December 31, 2022		4,392,415		$	10.53
Granted		—		$	-
Exercised		(29,200	)	$	8.03
Forfeited		(58,300	)	$	14.67
Outstanding at March 31, 2023		4,304,915		$	10.49
Exercisable at March 31, 2023		1,923,915		$	9.30

	Nine months ended September 30, 2022
Weighted-average grant date fair value	$	4.45
Expected term	6.5 years
Expected volatility		26.6	%
Risk-free interest rate		2.3	%


	Three months ended March 31, 2023			Three months ended March 31, 2022
Numerator:
Net loss attributable to stockholders	$	(45,585	)	$	(4,437	)
Stock dividend payment to holders of Series A Founder Preferred Stock		—			—
Net loss attributable to common stockholders	$	(45,585	)	$	(4,437	)
Denominator:
Weighted average common shares outstanding - basic and diluted		95,821,985			92,104,971

Basic and diluted loss per common share	$	(0.48	)	$	(0.05	)


	Three months ended March 31, 2023		Three months ended March 31, 2022
Shares of Series A Founder Preferred Stock		1,600,000		1,600,000
Stock options		4,304,915		4,290,615
Restricted stock		1,226,676		593,194
LTIP Units		7,781,814		7,831,953
Convertible Notes		11,693,192		11,693,192