lmrk-8k_20200806.htm
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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): August 6, 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 August 6, 2020, Landmark Infrastructure Partners LP issued a press release announcing its second 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 August 6, 2020.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL).

 

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: August 6, 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 Second Quarter Results

El Segundo, California, August 6, 2020 (GLOBE NEWSWIRE) - Landmark Infrastructure Partners LP (“Landmark,” the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its second quarter financial results.

Highlights

 

Reported rental revenue of $13.8 million, a 1% increase year-over-year;

 

Net income attributable to common unitholders of $0.61 per diluted unit, FFO of $0.19 per diluted unit and AFFO of $0.33 per diluted unit;

 

Completed the sale of European outdoor advertising portfolio for a purchase price of £95 million in June 2020;

 

Completed the initial phase of the Dallas Area Rapid Transit (“DART”) project, with the deployment of more than 70 kiosks; and

 

Announced a quarterly distribution of $0.20 per common unit.

Discontinued Operations – Sale of European Outdoor Advertising Portfolio

On June 17, 2020, Landmark completed the sale of its interests in the joint venture that held its European outdoor advertising portfolio for a purchase price of £95 million, subject to certain adjustments.  Accordingly, for all prior periods presented, the related assets and liabilities were reclassified to assets and liabilities held for sale on the consolidated balance sheets, and the related operating results are presented as income from discontinued operations on the consolidated statement of operations for all periods presented.

Second Quarter 2020 Results

Rental revenue for the quarter ended June 30, 2020 was $13.8 million, an increase of 1% compared to the second quarter of 2019.  Net income attributable to common unitholders per diluted unit in the second quarter of 2020 was $0.61, compared to $0.23 in the second quarter of 2019.  Net income for the second quarter of 2020 included a gain on sale of assets of $15.7 million, which is included in income from discontinued operations, and net income for the second quarter of 2019 included a gain on sale of assets of $11.7 million.  FFO for the second quarter of 2020 was $0.19 per diluted unit, compared to $0.07 in the second quarter of 2019.  FFO included a $1.2 million unrealized loss on interest rate hedges and a $0.7 million foreign currency transaction loss in the second quarter of 2020, and a $4.0 million unrealized loss on interest rate hedges in the second 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 second quarter of 2020 compared to $0.33 in the second quarter of 2019.

 

For the six months ended June 30, 2020, the Partnership reported rental revenue of $27.7 million compared to $26.9 million during the six months ended June 30, 2019.  For the six months ended June 30, 2020, we generated net income of $17.3 million compared to $16.5 million during the six months ended June 30, 2019.  Net income attributable to common unitholders for the six months ended June 30, 2020 was $0.43 per diluted unit compared to $0.38 per diluted unit for the six months ended June 30, 2019.  For the six months ended June 30, 2020, we generated FFO of $0.20 per diluted unit and AFFO of $0.66 per diluted unit, compared to FFO of $0.20 per diluted unit and AFFO of $0.64 per diluted unit during the six months ended June 30, 2019.

“We were very pleased with our financial and operating results in the second quarter, especially in light of challenges in the outdoor advertising industry,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.  “We are also encouraged by the significant improvement in outdoor traffic data which bodes well for the recovery of the outdoor advertising industry.  With the steps we have taken to preserve liquidity and capital, including the recent sale of our European outdoor advertising portfolio, we believe that we are in a much better position today to navigate through this challenging environment.”


 

Quarterly Distributions

On July 24, 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 June 30, 2020.  The distribution is payable on August 14, 2020 to common unitholders of record as of August 4, 2020.

On July 22, 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 August 17, 2020 to Series C preferred unitholders of record as of August 3, 2020.

On July 22, 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 August 17, 2020 to Series B preferred unitholders of record as of August 3, 2020.

On June 19, 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 July 15, 2020 to Series A preferred unitholders of record as of July 1, 2020.

Capital and Liquidity

As of June 30, 2020, the Partnership had $58 million of outstanding borrowings under its revolving credit facility (the “Facility”), and approximately $392 million of undrawn borrowing capacity under the Facility, subject to compliance with certain covenants.

Recent Acquisitions

Year-to-date through June 30, 2020, the Partnership acquired a total of 7 assets for total consideration of approximately $1.3 million.  The acquisitions were immediately accretive to AFFO and funded primarily with borrowings under the Partnership’s existing credit facility.

At-The-Market (“ATM”) Equity Programs

Year-to-date through June 30, 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, August 6, 2020, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its second quarter 2020 financial and operating results.  The call can be accessed via a live webcast at https://edge.media-server.com/mmc/p/72k8hvp8, 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 9368289.

A webcast replay will be available approximately two hours after the completion of the conference call through August 6, 2021 at https://edge.media-server.com/mmc/p/72k8hvp8.  The replay is also available through August 15, 2020 by dialing 855-859-2056 or 404-537-3406 and entering the access code 9368289.

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 June 30,

 

 

Six Months Ended June 30,

 

 

 

2020(1)

 

 

2019(1)

 

 

2020(1)

 

 

2019(1)

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

13,844

 

 

$

13,687

 

 

$

27,665

 

 

$

26,902

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

354

 

 

 

270

 

 

 

863

 

 

 

856

 

General and administrative

 

 

1,223

 

 

 

1,455

 

 

 

2,711

 

 

 

2,924

 

Acquisition-related

 

 

86

 

 

 

162

 

 

 

91

 

 

 

204

 

Depreciation and amortization

 

 

4,301

 

 

 

3,259

 

 

 

7,903

 

 

 

6,615

 

Impairments

 

 

102

 

 

 

 

 

 

184

 

 

 

204

 

Total expenses

 

 

6,066

 

 

 

5,146

 

 

 

11,752

 

 

 

10,803

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

96

 

 

 

112

 

 

 

271

 

 

 

446

 

Interest expense

 

 

(4,393

)

 

 

(4,655

)

 

 

(8,691

)

 

 

(9,142

)

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

(2,231

)

 

 

 

Unrealized loss on derivatives

 

 

(481

)

 

 

(3,570

)

 

 

(6,684

)

 

 

(5,728

)

Equity income from unconsolidated joint venture

 

 

687

 

 

 

164

 

 

 

837

 

 

 

109

 

Gain on sale of real property interests

 

 

 

 

 

11,673

 

 

 

 

 

 

17,535

 

Total other income and expenses

 

 

(4,091

)

 

 

3,724

 

 

 

(16,498

)

 

 

3,220

 

Income from continuing operations before income tax expense (benefit)

 

 

3,687

 

 

 

12,265

 

 

 

(585

)

 

 

19,319

 

Income tax expense (benefit)

 

 

(90

)

 

 

3,112

 

 

 

(335

)

 

 

3,122

 

Income from continuing operations

 

 

3,777

 

 

 

9,153

 

 

 

(250

)

 

 

16,197

 

Income from discontinued operations, net of tax

 

 

14,856

 

 

 

112

 

 

 

17,511

 

 

 

278

 

Net income

 

 

18,633

 

 

 

9,265

 

 

 

17,261

 

 

 

16,475

 

Less: Net income attributable to noncontrolling interests

 

 

8

 

 

 

8

 

 

 

16

 

 

 

16

 

Net income attributable to limited partners

 

 

18,625

 

 

 

9,257

 

 

 

17,245

 

 

 

16,459

 

Less: Distributions to preferred unitholders

 

 

(3,037

)

 

 

(3,021

)

 

 

(6,097

)

 

 

(5,915

)

Less: General Partner's incentive distribution rights

 

 

 

 

 

(197

)

 

 

 

 

 

(394

)

Less: Accretion of Series C preferred units

 

 

(96

)

 

 

(94

)

 

 

(193

)

 

 

(450

)

Net income attributable to common unitholders

 

$

15,492

 

 

$

5,945

 

 

$

10,955

 

 

$

9,700

 

Income from continuing operations per common unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

$

0.02

 

 

$

0.23

 

 

$

(0.26

)

 

$

0.37

 

Common units – diluted

 

$

0.02

 

 

$

0.23

 

 

$

(0.26

)

 

$

0.37

 

Net income per common unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

$

0.61

 

 

$

0.23

 

 

$

0.43

 

 

$

0.38

 

Common units – diluted

 

$

0.61

 

 

$

0.23

 

 

$

0.43

 

 

$

0.38

 

Weighted average common units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

 

25,476

 

 

 

25,339

 

 

 

25,468

 

 

 

25,338

 

Common units – diluted

 

 

25,476

 

 

 

25,339

 

 

 

25,468

 

 

 

25,338

 

Other Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total leased tenant sites (end of period)

 

 

1,814

 

 

 

1,912

 

 

 

1,814

 

 

 

1,912

 

Total available tenant sites (end of period)

 

 

1,922

 

 

 

2,005

 

 

 

1,922

 

 

 

2,005

 

 

 

(1)

Prior period amounts have been revised to reflect classification of the European outdoor advertising portfolio as discontinued operations. As a result, operating results of the European outdoor advertising portfolio are presented as income from discontinued operations on the consolidated statements of operations for all periods presented.


 

Landmark Infrastructure Partners LP

Consolidated Balance Sheets

In thousands, except per unit data

(Unaudited)

 

 

 

June 30, 2020

 

 

December 31, 2019(1)

 

Assets

 

 

 

 

 

 

 

 

Land

 

$

107,455

 

 

$

107,558

 

Real property interests

 

 

520,029

 

 

 

509,181

 

Construction in progress

 

 

41,655

 

 

 

49,116

 

Total land and real property interests

 

 

669,139

 

 

 

665,855

 

Accumulated depreciation and amortization of real property interests

 

 

(55,860

)

 

 

(48,995

)

Land and net real property interests

 

 

613,279

 

 

 

616,860

 

Investments in receivables, net

 

 

5,380

 

 

 

5,653

 

Investment in unconsolidated joint venture

 

 

62,062

 

 

 

62,059

 

Cash and cash equivalents

 

 

6,409

 

 

 

5,885

 

Restricted cash

 

 

3,103

 

 

 

5,619

 

Rent receivables

 

 

2,948

 

 

 

3,673

 

Due from Landmark and affiliates

 

 

2,058

 

 

 

1,132

 

Deferred loan costs, net

 

 

4,051

 

 

 

4,557

 

Deferred rent receivable

 

 

1,492

 

 

 

1,548

 

Other intangible assets, net

 

 

20,661

 

 

 

21,936

 

Assets held for sale (AHFS)

 

 

 

 

 

114,400

 

Right of use asset, net

 

 

6,500

 

 

 

6,615

 

Other assets

 

 

7,451

 

 

 

5,668

 

Total assets

 

$

735,394

 

 

$

855,605

 

Liabilities and equity

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

58,000

 

 

$

179,500

 

Secured notes, net

 

 

278,377

 

 

 

217,098

 

Accounts payable and accrued liabilities

 

 

4,837

 

 

 

3,842

 

Other intangible liabilities, net

 

 

6,826

 

 

 

7,583

 

Liabilities associated with AHFS

 

 

 

 

 

64,627

 

Operating lease liability

 

 

6,723

 

 

 

6,766

 

Prepaid rent

 

 

5,758

 

 

 

5,391

 

Derivative liabilities

 

 

3,908

 

 

 

1,474

 

Total liabilities

 

 

364,429

 

 

 

486,281

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

 

 

Series C cumulative redeemable convertible preferred units, 1,982,700 and 1,988,700 units

   issued and outstanding at June 30, 2020 and December 31, 2019, respectively

 

 

47,709

 

 

 

47,666

 

Equity

 

 

 

 

 

 

 

 

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

   and outstanding at June 30, 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 June 30, 2020 and December 31, 2019, respectively

 

 

63,014

 

 

 

60,926

 

Common units, 25,478,042 and 25,353,140 units issued and outstanding at

   June 30, 2020 and December 31, 2019, respectively

 

 

380,860

 

 

 

382,581

 

General Partner

 

 

(160,323

)

 

 

(162,277

)

Accumulated other comprehensive income (loss)

 

 

(1,281

)

 

 

17

 

Total limited partners' equity

 

 

323,055

 

 

 

321,457

 

Noncontrolling interests

 

 

201

 

 

 

201

 

Total equity

 

 

323,256

 

 

 

321,658

 

Total liabilities, mezzanine equity and equity

 

$

735,394

 

 

$

855,605

 

 

 

(1)

Prior period amounts have been revised to reflect classification of the European outdoor advertising portfolio as discontinued operations. As a result, assets and liabilities of the European outdoor advertising portfolio were reclassified to assets and liabilities held for sale on the consolidated balance sheets.

 


 

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

 

 

701

 

 

 

907

 

 

 

75.9

 

(7)

 

847

 

 

 

26.3

 

 

 

 

 

 

 

 

 

 

$

5,165

 

 

 

38

%

Outdoor Advertising

 

 

522

 

 

 

678

 

 

 

86.6

 

(7)

 

655

 

 

 

16.5

 

 

 

 

 

 

 

 

 

 

 

3,333

 

 

 

23

%

Renewable Power Generation

 

 

15

 

 

 

47

 

 

 

29.7

 

(7)

 

47

 

 

 

30.0

 

 

 

 

 

 

 

 

 

 

 

484

 

 

 

3

%

Subtotal

 

 

1,238

 

 

 

1,632

 

 

 

75.3

 

(7)

 

1,549

 

 

 

22.4

 

 

 

 

 

 

 

 

 

 

$

8,982

 

 

 

64

%

Tenant Lease Assignment only (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

117

 

 

 

169

 

 

 

46.7

 

 

 

149

 

 

 

15.4

 

 

 

 

 

 

 

 

 

 

$

1,017

 

 

 

7

%

Outdoor Advertising

 

 

33

 

 

 

36

 

 

 

61.7

 

 

 

34

 

 

 

12.5

 

 

 

 

 

 

 

 

 

 

 

231

 

 

 

2

%

Renewable Power Generation

 

 

6

 

 

 

6

 

 

 

47.1

 

 

 

6

 

 

 

26.3

 

 

 

 

 

 

 

 

 

 

 

57

 

 

 

1

%

Subtotal

 

 

156

 

 

 

211

 

 

 

49.2

 

 

 

189

 

 

 

15.2

 

 

 

 

 

 

 

 

 

 

$

1,305

 

 

 

10

%

Tenant Lease on Fee Simple

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

18

 

 

 

28

 

 

 

99.0

 

(7)

 

25

 

 

 

16.1

 

 

 

 

 

 

 

 

 

 

$

162

 

 

 

1

%

Outdoor Advertising

 

 

28

 

 

 

28

 

 

 

99.0

 

(7)

 

28

 

 

 

6.0

 

 

 

 

 

 

 

 

 

 

 

226

 

 

 

2

%

Renewable Power Generation

 

 

14

 

 

 

17

 

 

 

99.0

 

(7)

 

17

 

 

 

29.1

 

 

 

 

 

 

 

 

 

 

 

1,612

 

 

 

12

%

Digital Infrastructure

 

 

6

 

 

 

6

 

 

 

99.0

 

(7)

 

6

 

 

 

50.6

 

 

 

 

 

 

 

 

 

 

 

1,557

 

 

 

11

%

Subtotal

 

 

66

 

 

 

79

 

 

 

99.0

 

(7)

 

76

 

 

 

18.2

 

 

 

 

 

 

 

 

 

 

$

3,557

 

 

 

26

%

Total

 

 

1,460

 

 

 

1,922

 

 

 

70.5

 

(9)

 

1,814

 

 

 

21.4

 

 

 

 

 

 

 

 

 

 

$

13,844

 

 

 

100

%

Aggregate Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

836

 

 

 

1,104

 

 

 

66.8

 

 

 

1,021

 

 

 

24.5

 

 

 

92

%

 

$

1,991

 

 

$

6,344

 

 

 

46

%

Outdoor Advertising

 

 

583

 

 

 

742

 

 

 

77.1

 

 

 

717

 

 

 

15.9

 

 

 

97

%

 

 

1,799

 

 

 

3,790

 

 

 

27

%

Renewable Power Generation

 

 

35

 

 

 

70

 

 

 

35.7

 

 

 

70

 

 

 

29.0

 

 

 

100

%

 

 

10,259

 

 

 

2,153

 

 

 

16

%

Digital Infrastructure

 

 

6

 

 

 

6

 

 

 

99.0

 

 

 

6

 

 

 

50.6

 

 

 

100

%

 

 

85,776

 

 

 

1,557

 

 

 

11

%

Total

 

 

1,460

 

 

 

1,922

 

 

 

71.0

 

(9)

 

1,814

 

 

 

21.4

 

 

 

94

%

 

$

2,517

 

 

$

13,844

 

 

 

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, digital infrastructure, and aggregate portfolios as of June 30, 2020 were 3.2, 7.7, 16.7, 7.3 and 5.2 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 June 30, 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 June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

18,633

 

 

$

9,265

 

 

$

17,261

 

 

$

16,475

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

4,547

 

 

 

3,456

 

 

 

8,439

 

 

 

6,973

 

Impairments

 

 

102

 

 

 

 

 

 

184

 

 

 

204

 

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

 

 

(15,723

)

 

 

(8,620

)

 

 

(15,723

)

 

 

(14,482

)

Adjustments for investment in unconsolidated joint venture

 

 

292

 

 

 

797

 

 

 

1,083

 

 

 

1,777

 

Distributions to preferred unitholders

 

 

(3,037

)

 

 

(3,021

)

 

 

(6,097

)

 

 

(5,915

)

Distributions to noncontrolling interests

 

 

(8

)

 

 

(8

)

 

 

(16

)

 

 

(16

)

FFO attributable to common unitholders

 

$

4,806

 

 

$

1,869

 

 

$

5,131

 

 

$

5,016

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense reimbursement (1)

 

 

929

 

 

 

1,134

 

 

 

2,030

 

 

 

2,128

 

Acquisition-related expenses

 

 

117

 

 

 

368

 

 

 

432

 

 

 

495

 

Unrealized loss on derivatives

 

 

1,192

 

 

 

4,013

 

 

 

8,483

 

 

 

6,775

 

Straight line rent adjustments

 

 

208

 

 

 

159

 

 

 

377

 

 

 

269

 

Unit-based compensation

 

 

 

 

 

 

 

 

120

 

 

 

130

 

Amortization of deferred loan costs and discount on secured notes

 

 

616

 

 

 

770

 

 

 

1,205

 

 

 

1,528

 

Amortization of above- and below-market rents, net

 

 

(245

)

 

 

(214

)

 

 

(481

)

 

 

(438

)

Deferred income tax expense (benefit)

 

 

(9

)

 

 

53

 

 

 

(308

)

 

 

53

 

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

2,231