lmrk-8k_20200507.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 7, 2020  

 

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36735

 

61-1742322

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

400 Continental Blvd., Suite 500

El Segundo, CA 90245

(Address of principal executive office) (Zip Code)

 

(310) 598-3173

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Units, Representing Limited Partner Interests

 

LMRK

 

NASDAQ Global Market

8.0% Series A Cumulative Redeemable Preferred Units, $25.00 par value

 

LMRKP

 

NASDAQ Global Market

7.9% Series B Cumulative Redeemable Preferred Units, $25.00 par value

 

LMRKO

 

NASDAQ Global Market

Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units, $25.00 par value

 

LMRKN

 

NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2020, Landmark Infrastructure Partners LP issued a press release announcing its first quarter 2020 financial results. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

 

Number

 

Description

99.1

 

Press release issued by Landmark Infrastructure Partners LP on May 7, 2020.

 

2


 

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.

 

 

Landmark Infrastructure Partners LP

 

 

 

 

 

By:

 

Landmark Infrastructure Partners GP LLC,  

 

 

 

its general partner 

 

 

 

 

Dated: May 7, 2020

By:

 

 /s/ George P. Doyle

 

Name:

 

George P. Doyle

 

Title:

 

Chief Financial Officer and Treasurer

 

3

lmrk-ex991_6.htm

 

Exhibit 99.1

 

Landmark Infrastructure Partners LP Reports First Quarter Results

El Segundo, California, May 7, 2020 (GLOBE NEWSWIRE) - Landmark Infrastructure Partners LP (“Landmark,” the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its first quarter financial results.

Highlights

 

Reported rental revenue of $15.7 million, a 9% increase year-over-year;

 

Net loss attributable to common unitholders of $0.18 per diluted unit, FFO of $0.01 per diluted unit and AFFO of $0.33 per diluted unit;

 

Completed $170 million securitization refinancing transaction; and

 

Announced a quarterly distribution of $0.20 per common unit.

First Quarter 2020 Results

Rental revenue for the quarter ended March 31, 2020 was $15.7 million, an increase of 9% compared to the first quarter of 2019.  Net income attributable to common unitholders per diluted unit in the first quarter of 2020 was a loss of $0.18, compared to income of $0.15 in the first quarter of 2019.  FFO for the first quarter of 2020 was $0.01 per diluted unit, compared to $0.12 in the first quarter of 2019.  FFO included a $7.3 million unrealized loss on interest rate hedges, a $3.4 million foreign currency transaction gain and a $2.2 million loss on early extinguishment of debt and in the first quarter of 2020, and a $2.8 million unrealized loss on interest rate hedges in the first quarter of 2019.  AFFO per diluted unit, which excludes certain items including unrealized gains and losses on our interest rate hedges, was $0.33 in the first quarter of 2020 compared to $0.32 in the first quarter of 2019.

“We are pleased to announce another quarter of solid financial and operating results with AFFO increasing 5% compared to the first quarter of 2019 and continued progress of our development strategy,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.  “Despite the challenging economic environment, we believe that we are well-positioned to execute our business plan with a focus on preserving liquidity and capital for potential impacts to our business and positioning the Partnership to take advantage of any market opportunities.”

Quarterly Distributions

On April 21, 2020, the Board of Directors of the Partnership’s general partner declared a distribution of $0.20 per common unit, or $0.80 per common unit on an annualized basis, for the quarter ended March 31, 2020.  The distribution is payable on May 15, 2020 to common unitholders of record as of May 4, 2020.

On April 20, 2020, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.4375 per Series C preferred unit, which is payable on May 15, 2020 to Series C preferred unitholders of record as of May 1, 2020.

On April 20, 2020, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.49375 per Series B preferred unit, which is payable on May 15, 2020 to Series B preferred unitholders of record as of May 1, 2020.

On March 20, 2020, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.5000 per Series A preferred unit, which was paid on April 15, 2020 to Series A preferred unitholders of record as of April 1, 2020.

Capital and Liquidity

As of March 31, 2020, the Partnership had $177.6 million of outstanding borrowings under its revolving credit facility (the “Facility”), and approximately $272 million of undrawn borrowing capacity under the Facility, subject to compliance with certain covenants.


 

Recent Acquisitions

The Partnership did not make any significant acquisitions in the first quarter of 2020.

At-The-Market (“ATM”) Equity Programs

Year-to-date through March 31, 2020, the Partnership issued 109,724 common units, 23,287 Series A preferred units and 84,139 Series B preferred units through its At-The-Market (“ATM”) issuance programs for gross proceeds of approximately $4.5 million.

Conference Call Information

The Partnership will hold a conference call on Thursday, May 7, 2020, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its first quarter 2020 financial and operating results.  The call can be accessed via a live webcast at https://edge.media-server.com/mmc/p/guwntogq, or by dialing 877-930-8063 in the U.S. and Canada.  Investors outside of the U.S. and Canada should dial 253-336-7764.  The passcode for both numbers is 5896969.

A webcast replay will be available approximately two hours after the completion of the conference call through May 7, 2021 at https://edge.media-server.com/mmc/p/guwntogq.  The replay is also available through May 16, 2020 by dialing 855-859-2056 or 404-537-3406 and entering the access code 5896969.

About Landmark Infrastructure Partners LP

The Partnership owns and manages a portfolio of real property interests and infrastructure assets that the Partnership leases to companies in the wireless communication, outdoor advertising and renewable power generation industries. 

Non-GAAP Financial Measures

FFO, is a non-GAAP financial measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP.  We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trust (“NAREIT”).  FFO represents net income (loss) excluding real estate related depreciation and amortization expense, real estate related impairment charges, gains (or losses) on real estate transactions, adjustments for unconsolidated joint venture, and distributions to preferred unitholders and noncontrolling interests.

FFO is generally considered by industry analysts to be the most appropriate measure of performance of real estate companies.  FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net earnings as an indication of the Partnership's performance or to cash flow as a measure of liquidity or ability to make distributions.  Management considers FFO an appropriate measure of performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure.  The Partnership's computation of FFO may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to such other REITs.

Adjusted Funds from Operations ("AFFO") is a non-GAAP financial measure of operating performance used by many companies in the REIT industry.  AFFO adjusts FFO for certain non-cash items that reduce or increase net income in accordance with GAAP.  AFFO should not be considered an alternative to net earnings, as an indication of the Partnership's performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers AFFO a useful supplemental measure of the Partnership's performance.  The Partnership's computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore, may not be comparable to such other REITs.  We calculate AFFO by starting with FFO and adjusting for general and administrative expense reimbursement, acquisition-related expenses, unrealized gain (loss) on derivatives, straight line rent adjustments, unit-based compensation, amortization of deferred loan costs and discount on secured notes, deferred income tax expense, amortization of above and below market rents, loss on early extinguishment of debt, repayments of receivables, adjustments for investment in unconsolidated joint venture, adjustments for drop-down assets and foreign currency transaction gain (loss).  The GAAP measures most directly comparable to FFO and AFFO is net income.

We define EBITDA as net income before interest expense, income taxes, depreciation and amortization, and we define Adjusted EBITDA as EBITDA before unrealized and realized gain or loss on derivatives, loss on early extinguishment of debt, gain or loss on sale of real property interests, straight line rent adjustments, amortization of above and below market rents, impairments, acquisition-related expenses, unit-based compensation, repayments of investments in receivables,


 

foreign currency transaction gain (loss), adjustments for investment in unconsolidated joint venture and the capital contribution to fund our general and administrative expense reimbursement.  We believe that to understand our performance further, EBITDA and Adjusted EBITDA should be compared with our reported net income (loss) and net cash provided by operating activities in accordance with GAAP, as presented in our consolidated financial statements.

EBITDA and Adjusted EBITDA are non-GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

 

our operating performance as compared to other publicly traded limited partnerships, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;

 

the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders;

 

our ability to incur and service debt and fund capital expenditures; and

 

the viability of acquisitions and the returns on investment of various investment opportunities.

We believe that the presentation of EBITDA and Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations.  The GAAP measures most directly comparable to EBITDA and Adjusted EBITDA are net income (loss) and net cash provided by operating activities.  EBITDA and Adjusted EBITDA should not be considered as an alternative to GAAP net income (loss), net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  Each of EBITDA and Adjusted EBITDA has important limitations as analytical tools because they exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and these measures may vary from those of other companies.  You should not consider EBITDA and Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP.  As a result, because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.  For a reconciliation of EBITDA and Adjusted EBITDA to the most comparable financial measures calculated and presented in accordance with GAAP, please see the “Reconciliation of EBITDA and Adjusted EBITDA” table below.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of federal securities laws.  These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information.  You can identify forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes.  These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership’s control and are difficult to predict.  These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Partnership.  Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.  Examples of forward-looking statements in this press release include expected acquisition opportunities from our sponsor.  When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnership’s filings with the U.S. Securities and Exchange Commission (the “Commission”), including the Partnership’s annual report on Form 10-K for the year ended December 31, 2019 and Current Report on Form 8-K filed with the Commission on February 27, 2020.  These risks could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

 

CONTACT:

Marcelo Choi

 

Vice President, Investor Relations

 

(213) 788-4528

 

ir@landmarkmlp.com


 

Landmark Infrastructure Partners LP

Consolidated Statements of Operations

In thousands, except per unit data

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Revenue

 

 

 

 

 

 

 

 

Rental revenue

 

$

15,678

 

 

$

14,393

 

Expenses

 

 

 

 

 

 

 

 

Property operating

 

 

731

 

 

 

665

 

General and administrative

 

 

1,612

 

 

 

1,478

 

Acquisition-related

 

 

315

 

 

 

127

 

Depreciation and amortization

 

 

3,892

 

 

 

3,517

 

Impairments

 

 

82

 

 

 

204

 

Total expenses

 

 

6,632

 

 

 

5,991

 

Other income and expenses

 

 

 

 

 

 

 

 

Interest and other income

 

 

232

 

 

 

394

 

Interest expense

 

 

(4,701

)

 

 

(4,488

)

Loss on early extinguishment of debt

 

 

(2,231

)

 

 

 

Unrealized loss on derivatives

 

 

(7,291

)

 

 

(2,762

)

Equity income (loss) from unconsolidated joint venture

 

 

150

 

 

 

(55

)

Gain on sale of real property interests

 

 

 

 

 

5,862

 

Foreign currency transaction gain (loss)

 

 

3,363

 

 

 

(21

)

Total other income and expenses

 

 

(10,478

)

 

 

(1,070

)

Income (loss) before income tax expense (benefit)

 

 

(1,432

)

 

 

7,332

 

Income tax expense (benefit)

 

 

(60

)

 

 

122

 

Net income (loss)

 

 

(1,372

)

 

 

7,210

 

Less: Net income attributable to noncontrolling interests

 

 

8

 

 

 

8

 

Net income (loss) attributable to limited partners

 

 

(1,380

)

 

 

7,202

 

Less: Distributions to preferred unitholders

 

 

(3,060

)

 

 

(2,894

)

Less: General Partner's incentive distribution rights

 

 

 

 

 

(197

)

Less: Accretion of Series C preferred units

 

 

(97

)

 

 

(356

)

Net income (loss) attributable to common unitholders

 

$

(4,537

)

 

$

3,755

 

Net income (loss) per common unit

 

 

 

 

 

 

 

 

Common units – basic

 

$

(0.18

)

 

$

0.15

 

Common units – diluted

 

$

(0.18

)

 

$

0.15

 

Weighted average common units outstanding

 

 

 

 

 

 

 

 

Common units – basic

 

 

25,461

 

 

 

25,338

 

Common units – diluted

 

 

25,461

 

 

 

25,338

 

Other Data

 

 

 

 

 

 

 

 

Total leased tenant sites (end of period)

 

 

1,952

 

 

 

1,933

 

Total available tenant sites (end of period)

 

 

2,058

 

 

 

2,023

 

 


 

Landmark Infrastructure Partners LP

Consolidated Balance Sheets

In thousands, except per unit data

(Unaudited)

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

Land

 

$

139,102

 

 

$

141,851

 

Real property interests

 

 

548,671

 

 

 

543,328

 

Construction in progress

 

 

63,699

 

 

 

68,907

 

Total land and real property interests

 

 

751,472

 

 

 

754,086

 

Accumulated depreciation and amortization of real property interests

 

 

(53,212

)

 

 

(50,015

)

Land and net real property interests

 

 

698,260

 

 

 

704,071

 

Investments in receivables, net

 

 

8,417

 

 

 

8,822

 

Investment in unconsolidated joint venture

 

 

61,533

 

 

 

62,059

 

Cash and cash equivalents

 

 

14,022

 

 

 

7,446

 

Restricted cash

 

 

4,680

 

 

 

5,619

 

Rent receivables

 

 

5,395

 

 

 

5,105

 

Due from Landmark and affiliates

 

 

1,611

 

 

 

1,132

 

Deferred loan costs, net

 

 

4,278

 

 

 

4,557

 

Deferred rent receivable

 

 

5,860

 

 

 

6,176

 

Other intangible assets, net

 

 

23,108

 

 

 

23,966

 

Assets held for sale (AHFS)

 

 

395

 

 

 

421

 

Right of use asset, net

 

 

10,828

 

 

 

11,358

 

Other assets

 

 

15,767

 

 

 

14,873

 

Total assets

 

$

854,154

 

 

$

855,605

 

Liabilities and equity

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

177,625

 

 

$

232,907

 

Secured notes, net

 

 

279,652

 

 

 

217,098

 

Accounts payable and accrued liabilities

 

 

9,253

 

 

 

8,598

 

Other intangible liabilities, net

 

 

7,221

 

 

 

7,606

 

Operating lease liability

 

 

9,883

 

 

 

10,268

 

Finance lease liability

 

 

849

 

 

 

908

 

Prepaid rent

 

 

6,737

 

 

 

5,747

 

Derivative liabilities

 

 

10,223

 

 

 

3,149

 

Total liabilities

 

 

501,443

 

 

 

486,281

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

 

 

Series C cumulative redeemable convertible preferred units, 1,988,700 units issued and

   outstanding at March 31, 2020 and December 31, 2019, respectively

 

 

47,763

 

 

 

47,666

 

Equity

 

 

 

 

 

 

 

 

Series A cumulative redeemable preferred units, 1,745,328 and 1,722,041 units

   issued and outstanding at March 31, 2020 and December 31, 2019, respectively

 

 

40,785

 

 

 

40,210

 

Series B cumulative redeemable preferred units, 2,628,932 and 2,544,793 units

   issued and outstanding at March 31, 2020 and December 31, 2019, respectively

 

 

63,014

 

 

 

60,926

 

Common units, 25,470,232 and 25,353,140 units issued and outstanding at

   March 31, 2020 and December 31, 2019, respectively

 

 

370,314

 

 

 

382,581

 

General Partner

 

 

(161,252

)

 

 

(162,277

)

Accumulated other comprehensive income (loss)

 

 

(8,114

)

 

 

17

 

Total limited partners' equity

 

 

304,747

 

 

 

321,457

 

Noncontrolling interests

 

 

201

 

 

 

201

 

Total equity

 

 

304,948

 

 

 

321,658

 

Total liabilities, mezzanine equity and equity

 

$

854,154

 

 

$

855,605

 

 


 

Landmark Infrastructure Partners LP

Real Property Interest Table

 

 

 

 

 

 

 

Available Tenant Sites (1)

 

 

Leased Tenant Sites

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Property Interest

 

Number of

Infrastructure

Locations (1)

 

 

Number

 

 

Average

Remaining

Property

Interest

(Years)

 

 

Number

 

 

Average

Remaining

Lease

Term

(Years) (2)

 

 

Tenant Site

Occupancy

Rate (3)

 

 

Average

Monthly

Effective Rent

Per Tenant

Site (4)(5)

 

 

Quarterly

Rental

Revenue (6)

(In thousands)

 

 

Percentage

of Quarterly

Rental

Revenue (6)

 

Tenant Lease Assignment with Underlying Easement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

703

 

 

 

907

 

 

 

77.1

 

(7)

 

848

 

 

 

26.6

 

 

 

 

 

 

 

 

 

 

$

5,136

 

 

 

33

%

Outdoor Advertising

 

 

600

 

 

 

744

 

 

 

75.8

 

(7)

 

722

 

 

 

15.0

 

 

 

 

 

 

 

 

 

 

 

4,492

 

 

 

29

%

Renewable Power Generation

 

 

18

 

 

 

47

 

 

 

47.4

 

(7)

 

47

 

 

 

30.2

 

 

 

 

 

 

 

 

 

 

 

216

 

 

 

1

%

Subtotal

 

 

1,321

 

 

 

1,698

 

 

 

75.2

 

(7)

 

1,617

 

 

 

21.5

 

 

 

 

 

 

 

 

 

 

$

9,844

 

 

 

63

%

Tenant Lease Assignment only (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

116

 

 

 

166

 

 

 

50.0

 

 

 

146

 

 

 

15.6

 

 

 

 

 

 

 

 

 

 

$

1,037

 

 

 

7

%

Outdoor Advertising

 

 

33

 

 

 

36

 

 

 

61.9

 

 

 

34

 

 

 

12.8

 

 

 

 

 

 

 

 

 

 

 

249

 

 

 

1

%

Renewable Power Generation

 

 

6

 

 

 

6

 

 

 

67.1

 

 

 

6

 

 

 

26.5

 

 

 

 

 

 

 

 

 

 

 

56

 

 

 

%

Subtotal

 

 

155

 

 

 

208

 

 

 

52.6

 

 

 

186

 

 

 

15.5

 

 

 

 

 

 

 

 

 

 

$

1,342

 

 

 

8

%

Tenant Lease on Fee Simple

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

22

 

 

 

31

 

 

 

99.0

 

(7)

 

28

 

 

 

23.9

 

 

 

 

 

 

 

 

 

 

$

1,709

 

 

 

11

%

Outdoor Advertising

 

 

83

 

 

 

104

 

 

 

99.0

 

(7)

 

104

 

 

 

4.6

 

 

 

 

 

 

 

 

 

 

 

1,135

 

 

 

7

%

Renewable Power Generation

 

 

14

 

 

 

17

 

 

 

99.0

 

(7)

 

17

 

 

 

29.3

 

 

 

 

 

 

 

 

 

 

 

1,648

 

 

 

11

%

Subtotal

 

 

119

 

 

 

152

 

 

 

99.0

 

(7)

 

149

 

 

 

10.9

 

 

 

 

 

 

 

 

 

 

$

4,492

 

 

 

29

%

Total

 

 

1,595

 

 

 

2,058

 

 

 

71.0

 

(9)

 

1,952

 

 

 

20.1

 

 

 

 

 

 

 

 

 

 

$

15,678

 

 

 

100

%

Aggregate Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

841

 

 

 

1,104

 

 

 

67.2

 

 

 

1,022

 

 

 

24.9

 

 

 

93

%

 

$

1,999

 

 

$

7,882

 

 

 

51

%

Outdoor Advertising

 

 

716

 

 

 

884

 

 

 

76.8

 

 

 

860

 

 

 

13.6

 

 

 

97

%

 

 

2,322

 

 

 

5,876

 

 

 

37

%

Renewable Power Generation

 

 

38

 

 

 

70

 

 

 

36.0

 

 

 

70

 

 

 

29.3

 

 

 

100

%

 

 

9,147

 

 

 

1,920

 

 

 

12

%

Total

 

 

1,595

 

 

 

2,058

 

 

 

71.0

 

(9)

 

1,952

 

 

 

20.1

 

 

 

95

%

 

$

2,400

 

 

$

15,678

 

 

 

100

%

 

(1)

“Available Tenant Sites” means the number of individual sites that could be leased. For example, if we have an easement on a single rooftop, on which three different tenants can lease space from us, this would be counted as three “tenant sites,” and all three tenant sites would be at a single infrastructure location with the same address.

(2)

Assumes the exercise of all remaining renewal options of tenant leases. Assuming no exercise of renewal options, the average remaining lease terms for our wireless communication, outdoor advertising, renewable power generation and aggregate portfolios as of March 31, 2020 were 3.2, 7.0, 16.9 and 5.1 years, respectively.

(3)

Represents the number of leased tenant sites divided by the number of available tenant sites.

(4)

Occupancy and average monthly effective rent per tenant site are shown only on an aggregate portfolio basis by industry.

(5)

Represents total monthly revenue excluding the impact of amortization of above and below market lease intangibles divided by the number of leased tenant sites.

(6)

Represents GAAP rental revenue recognized under existing tenant leases for the three months ended March 31, 2020.  Excludes interest income on receivables.

(7)

Fee simple ownership and perpetual easements are shown as having a term of 99 years for purposes of calculating the average remaining term.

(8)

Reflects “springing lease agreements” whereby the cancellation or nonrenewal of a tenant lease entitles us to enter into a new ground lease with the property owner (up to the full property interest term) and a replacement tenant lease. The remaining lease assignment term is, therefore, equal to or longer than the remaining lease term. Also represents properties for which the “springing lease” feature has been exercised and has been replaced by a lease for the remaining lease term.

(9)

Excluding perpetual ownership rights, the average remaining property interest term on our tenant sites is approximately 62 years.


 

Landmark Infrastructure Partners LP

Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)

In thousands, except per unit data

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Net income (loss)

 

$

(1,372

)

 

$

7,210

 

Adjustments:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

3,892

 

 

 

3,517

 

Impairments

 

 

82

 

 

 

204

 

Gain on sale of real property interests, net of income taxes

 

 

 

 

 

(5,862

)

Adjustments for investment in unconsolidated joint venture

 

 

791

 

 

 

979

 

Distributions to preferred unitholders

 

 

(3,060

)

 

 

(2,894

)

Distributions to noncontrolling interests

 

 

(8

)

 

 

(8

)

FFO attributable to common unitholders

 

$

325

 

 

$

3,146

 

Adjustments:

 

 

 

 

 

 

 

 

General and administrative expense reimbursement (1)

 

 

1,101

 

 

 

994

 

Acquisition-related expenses

 

 

315

 

 

 

127

 

Unrealized loss on derivatives

 

 

7,291

 

 

 

2,762

 

Straight line rent adjustments

 

 

169

 

 

 

110

 

Unit-based compensation

 

 

120

 

 

 

130

 

Amortization of deferred loan costs and discount on secured notes

 

 

589

 

 

 

758

 

Amortization of above- and below-market rents, net

 

 

(236

)

 

 

(224

)

Deferred income tax benefit

 

 

(299

)

 

 

 

Loss on early extinguishment of debt

 

 

2,231

 

 

 

 

Repayments of receivables

 

 

142

 

 

 

150

 

Adjustments for investment in unconsolidated joint venture

 

 

38

 

 

 

37

 

Foreign currency transaction (gain) loss

 

 

(3,363

)

 

 

21

 

AFFO attributable to common unitholders

 

$

8,423

 

 

$

8,011

 

 

 

 

 

 

 

 

 

 

FFO per common unit - diluted

 

$

0.01

 

 

$

0.12

 

AFFO per common unit - diluted

 

$

0.33

 

 

$

0.32

 

Weighted average common units outstanding - diluted

 

 

25,461

 

 

 

25,338

 

 

(1)

Under the omnibus agreement with Landmark, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to 3% of our revenue during the current calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $120 million and (ii) November 19, 2021. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reimbursed by Landmark and reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.


 

Landmark Infrastructure Partners LP

Reconciliation of EBITDA and Adjusted EBITDA

In thousands

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1,372

)

 

$

7,210

 

Interest expense

 

 

4,701

 

 

 

4,488

 

Depreciation and amortization expense

 

 

3,892

 

 

 

3,517

 

Income tax expense (benefit)

 

 

(60

)

 

 

122

 

EBITDA

 

$

7,161

 

 

$

15,337

 

Impairments

 

 

82

 

 

 

204

 

Acquisition-related

 

 

315

 

 

 

127

 

Unrealized loss on derivatives

 

 

7,291

 

 

 

2,762

 

Loss on early extinguishment of debt

 

 

2,231

 

 

 

 

Gain on sale of real property interests

 

 

 

 

 

(5,862

)

Unit-based compensation

 

 

120

 

 

 

130

 

Straight line rent adjustments

 

 

169

 

 

 

110

 

Amortization of above- and below-market rents, net

 

 

(236

)

 

 

(224

)

Repayments of investments in receivables

 

 

142

 

 

 

150

 

Adjustments for investment in unconsolidated joint venture

 

 

1,494

 

 

 

1,683

 

Foreign currency transaction (gain) loss

 

 

(3,363

)

 

 

21

 

Deemed capital contribution to fund general and administrative expense reimbursement(1)

 

 

1,101

 

 

 

994

 

Adjusted EBITDA

 

$

16,507

 

 

$

15,432

 

Reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

9,463

 

 

$

8,167

 

Unit-based compensation

 

 

(120

)

 

 

(130

)

Unrealized loss on derivatives

 

 

(7,291

)

 

 

(2,762

)

Loss on early extinguishment of debt

 

 

(2,231

)

 

 

 

Depreciation and amortization expense

 

 

(3,892

)

 

 

(3,517

)

Amortization of above- and below-market rents, net

 

 

236

 

 

 

224

 

Amortization of deferred loan costs and discount on secured notes

 

 

(589

)

 

 

(758

)

Receivables interest accretion

 

 

 

 

 

3

 

Impairments

 

 

(82

)

 

 

(204

)

Gain on sale of real property interests

 

 

 

 

 

5,862

 

Adjustment for uncollectible accounts

 

 

(82

)

 

 

(5

)

Equity income (loss) from unconsolidated joint venture

 

 

150

 

 

 

(55

)

Distributions of earnings from unconsolidated joint venture

 

 

(675

)

 

 

(1,482

)

Foreign currency transaction gain (loss)

 

 

3,363

 

 

 

(21

)

Working capital changes

 

 

378

 

 

 

1,888

 

Net income (loss)

 

$

(1,372

)

 

$

7,210

 

Interest expense

 

 

4,701

 

 

 

4,488

 

Depreciation and amortization expense

 

 

3,892

 

 

 

3,517

 

Income tax expense (benefit)

 

 

(60

)

 

 

122

 

EBITDA

 

$

7,161

 

 

$

15,337

 

Less:

 

 

 

 

 

 

 

 

Gain on sale of real property interests

 

 

 

 

 

(5,862

)

Amortization of above- and below-market rents, net

 

 

(236

)

 

 

(224

)

Foreign currency transaction gain

 

 

(3,363

)

 

 

 

Add:

 

 

 

 

 

 

 

 

Impairments

 

 

82

 

 

 

204

 

Acquisition-related

 

 

315

 

 

 

127

 

Unrealized loss on derivatives

 

 

7,291

 

 

 

2,762

 

Loss on early extinguishment of debt

 

 

2,231

 

 

 

 

Unit-based compensation

 

 

120

 

 

 

130

 

Straight line rent adjustment

 

 

169

 

 

 

110

 

Repayments of investments in receivables

 

 

142

 

 

 

150

 

Adjustments for investment in unconsolidated joint venture

 

 

1,494

 

 

 

1,683

 

Foreign currency transaction loss

 

 

 

 

 

21

 

Deemed capital contribution to fund general and administrative expense reimbursement (1)

 

 

1,101

 

 

 

994

 

Adjusted EBITDA

 

$

16,507

 

 

$

15,432

 

 

(1)

Under the omnibus agreement with Landmark, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to 3% of our revenue during the current calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $120 million and (ii) November 19, 2021. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reimbursed by Landmark and reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.