Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Landmark Infrastructure Partners LP | lmrk-ex991_65.htm |
| EX-2.1 - EX-2.1 - Landmark Infrastructure Partners LP | lmrk-ex21_66.htm |
| 8-K - 8-K - Landmark Infrastructure Partners LP | lmrk-8k_20200617.htm |
Exhibit 99.2
Landmark Infrastructure Partners LP
Pro Forma Consolidated Financial Statements
(Unaudited)
Set forth below are the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2020 and the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet as of March 31, 2020 (together with the notes to the unaudited pro forma consolidated financial statements, the “pro forma financial statements”), of Landmark Infrastructure Partners LP (together with its consolidated entities, the “Partnership,” “we,” “our” or “us”). The pro forma financial statements should be read in conjunction with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019, including the related financial statement notes.
On June 17, 2020, Landmark Infrastructure Inc., and GWR Partners LP LLC, consolidated subsidiaries of the Partnership, completed the sale of its interest in the joint venture that holds its European outdoor advertising portfolio for a purchase price of 95 million British Pound Sterling (£) in cash, subject to customary purchase price adjustments (the “Transaction”) and any potential contingent sales proceeds. The Partnership expects to use the net proceeds from the Transaction to repay borrowings on its revolving line of credit, terminate some existing interest rate swap agreements and for general partnership purposes.
The pro forma financial statements have been prepared as if the Transaction had occurred as of March 31, 2020, in the case of the pro forma consolidated balance sheet, and on January 1, 2017, in the case of the pro forma consolidated statements of operations for the three months ended March 31, 2020 and the years ended December 31, 2019, 2018 and 2017. The adjustments to our pro forma consolidated financial statements are based on available information and assumptions that our management considers appropriate. Our pro forma financial statements are presented for illustrative purposes only and do not purport to (1) represent our financial position that would have actually occurred had the Transaction occurred on March 31, 2020, (2) represent the results of our operations that would have actually occurred had the Transaction occurred on January 1, 2017 and (3) project our financial position or results of operations as of any future date or for any future period, as applicable.
The Partnership’s unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of Regulation S‑X, using the assumptions set forth in the notes to the unaudited pro forma consolidated financial statements. The Partnership’s unaudited pro forma consolidated financial statements also do not give effect to the potential impact of current financial conditions, any anticipated synergies, or operating efficiencies.
1
Landmark Infrastructure Partners LP
Pro Forma Consolidated Balance Sheet
As of March 31, 2020
(in thousands except unit data, unaudited)
|
|
|
Landmark |
|
|
Transaction |
|
|
|
Other |
|
|
|
Landmark |
|
||||
|
|
|
Infrastructure |
|
|
Pro Forma |
|
|
|
Pro Forma |
|
|
|
Infrastructure |
|
||||
|
|
|
Partners LP |
|
|
Adjustments |
|
|
|
Adjustments |
|
|
|
Partners LP |
|
||||
|
|
|
(A) |
|
|
(B) |
|
|
|
(C) |
|
|
|
Pro Forma |
|
||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
$ |
139,102 |
|
|
$ |
(32,206 |
) |
|
|
$ |
— |
|
|
|
$ |
106,896 |
|
|
Real property interests |
|
|
548,671 |
|
|
|
(33,177 |
) |
|
|
|
— |
|
|
|
|
515,494 |
|
|
Construction in progress |
|
|
63,699 |
|
|
|
(20,884 |
) |
|
|
|
— |
|
|
|
|
42,815 |
|
|
Total land and real property interests |
|
|
751,472 |
|
|
|
(86,267 |
) |
|
|
|
— |
|
|
|
|
665,205 |
|
|
Accumulated depreciation and amortization of real property interests |
|
|
(53,212 |
) |
|
|
1,205 |
|
|
|
|
— |
|
|
|
|
(52,007 |
) |
|
Land and net real property interests |
|
|
698,260 |
|
|
|
(85,062 |
) |
|
|
|
— |
|
|
|
|
613,198 |
|
|
Investments in receivables, net |
|
|
8,417 |
|
|
|
(2,917 |
) |
|
|
|
— |
|
|
|
|
5,500 |
|
|
Investment in unconsolidated joint venture |
|
|
61,533 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
61,533 |
|
|
Cash and cash equivalents |
|
|
14,022 |
|
|
|
112,247 |
|
(D) |
|
|
(112,670 |
) |
(E)(F) |
|
|
13,599 |
|
|
Restricted cash |
|
|
4,680 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
4,680 |
|
|
Rent receivables |
|
|
5,395 |
|
|
|
(1,769 |
) |
|
|
|
— |
|
|
|
|
3,626 |
|
|
Due from Landmark and affiliates |
|
|
1,611 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,611 |
|
|
Deferred loan costs, net |
|
|
4,278 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
4,278 |
|
|
Deferred rent receivable |
|
|
5,860 |
|
|
|
(4,346 |
) |
|
|
|
— |
|
|
|
|
1,514 |
|
|
Other intangible assets, net |
|
|
23,108 |
|
|
|
(1,871 |
) |
|
|
|
— |
|
|
|
|
21,237 |
|
|
Assets held for sale (AHFS) |
|
|
395 |
|
|
|
(395 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
Right-of-use asset, net |
|
|
10,828 |
|
|
|
(4,395 |
) |
|
|
|
— |
|
|
|
|
6,433 |
|
|
Other assets |
|
|
15,767 |
|
|
|
(5,823 |
) |
|
|
|
— |
|
|
|
|
9,944 |
|
|
Total assets |
|
$ |
854,154 |
|
|
$ |
5,669 |
|
|
|
$ |
(112,670 |
) |
|
|
$ |
747,153 |
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility |
|
$ |
177,625 |
|
|
$ |
— |
|
|
|
$ |
(110,125 |
) |
(E) |
|
$ |
67,500 |
|
|
Secured notes, net |
|
|
279,652 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
279,652 |
|
|
Accounts payable and accrued liabilities |
|
|
9,253 |
|
|
|
(4,817 |
) |
|
|
|
— |
|
|
|
|
4,436 |
|
|
Other intangible liabilities, net |
|
|
7,221 |
|
|
|
(19 |
) |
|
|
|
— |
|
|
|
|
7,202 |
|
|
Operating lease liability |
|
|
9,883 |
|
|
|
(3,266 |
) |
|
|
|
— |
|
|
|
|
6,617 |
|
|
Finance lease liability |
|
|
849 |
|
|
|
(849 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
Prepaid rent |
|
|
6,737 |
|
|
|
(302 |
) |
|
|
|
— |
|
|
|
|
6,435 |
|
|
Derivative liabilities |
|
|
10,223 |
|
|
|
— |
|
|
|
|
(2,545 |
) |
(F) |
|
|
7,678 |
|
|
Total liabilities |
|
|
501,443 |
|
|
|
(9,253 |
) |
|
|
|
(112,670 |
) |
|
|
|
379,520 |
|
|
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 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
47,763 |
|
|
Total partners' equity |
|
|
304,747 |
|
|
|
14,922 |
|
(G) |
|
|
— |
|
|
|
|
319,669 |
|
|
Noncontrolling interests |
|
|
201 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
201 |
|
|
Total equity |
|
|
304,948 |
|
|
|
14,922 |
|
|
|
|
— |
|
|
|
|
319,870 |
|
|
Total liabilities, mezzanine equity and equity |
|
$ |
854,154 |
|
|
$ |
5,669 |
|
|
|
$ |
(112,670 |
) |
|
|
$ |
747,153 |
|
2
Landmark Infrastructure Partners LP
Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2020
(in thousands except per unit data, unaudited)
|
|
|
Landmark |
|
|
Transaction |
|
|
|
Other |
|
|
|
Landmark |
|
||||
|
|
|
Infrastructure |
|
|
Pro Forma |
|
|
|
Pro Forma |
|
|
|
Infrastructure |
|
||||
|
|
|
Partners LP |
|
|
Adjustments |
|
|
|
Adjustments |
|
|
|
Partners LP |
|
||||
|
|
|
(AA) |
|
|
(BB) |
|
|
|
(CC) |
|
|
|
Pro Forma |
|
||||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
15,678 |
|
|
$ |
(1,859 |
) |
(DD) |
|
$ |
— |
|
|
|
$ |
13,819 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
731 |
|
|
|
(222 |
) |
(EE) |
|
|
— |
|
|
|
|
509 |
|
|
General and administrative |
|
|
1,612 |
|
|
|
(138 |
) |
(EE) |
|
|
— |
|
|
|
|
1,474 |
|
|
Acquisition-related |
|
|
315 |
|
|
|
(311 |
) |
(EE) |
|
|
— |
|
|
|
|
4 |
|
|
Depreciation and amortization |
|
|
3,892 |
|
|
|
(290 |
) |
(EE) |
|
|
— |
|
|
|
|
3,602 |
|
|
Impairments |
|
|
82 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
82 |
|
|
Total expenses |
|
|
6,632 |
|
|
|
(961 |
) |
|
|
|
— |
|
|
|
|
5,671 |
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
232 |
|
|
|
(58 |
) |
(EE) |
|
|
— |
|
|
|
|
174 |
|
|
Interest expense |
|
|
(4,701 |
) |
|
|
10 |
|
(EE) |
|
|
659 |
|
(FF) |
|
|
(4,032 |
) |
|
Loss on early extinguishment of debt |
|
|
(2,231 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(2,231 |
) |
|
Unrealized loss on derivatives |
|
|
(7,291 |
) |
|
|
— |
|
|
|
|
1,088 |
|
(GG) |
|
|
(6,203 |
) |
|
Equity income from unconsolidated joint venture |
|
|
150 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
150 |
|
|
Foreign currency transaction gain |
|
|
3,363 |
|
|
|
— |
|
|
|
|
(3,363 |
) |
(GG) |
|
|
— |
|
|
Total other income and expenses |
|
|
(10,478 |
) |
|
|
(48 |
) |
|
|
|
(1,616 |
) |
|
|
|
(12,142 |
) |
|
Loss before income tax benefit |
|
|
(1,432 |
) |
|
|
(946 |
) |
|
|
|
(1,616 |
) |
|
|
|
(3,994 |
) |
|
Income tax benefit |
|
|
(60 |
) |
|
|
(186 |
) |
(EE) |
|
|
— |
|
|
|
|
(246 |
) |
|
Net loss |
|
|
(1,372 |
) |
|
|
(760 |
) |
|
|
|
(1,616 |
) |
|
|
|
(3,748 |
) |
|
Less: Net income attributable to noncontrolling interest |
|
|
8 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
8 |
|
|
Net loss attributable to limited partners |
|
|
(1,380 |
) |
|
|
(760 |
) |
|
|
|
(1,616 |
) |
|
|
|
(3,756 |
) |
|
Less: Distributions declared to preferred unitholders |
|
|
(3,060 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(3,060 |
) |
|
Less: Accretion of Series C preferred units |
|
|
(97 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(97 |
) |
|
Net loss attributable to common unitholders |
|
$ |
(4,537 |
) |
|
$ |
(760 |
) |
|
|
$ |
(1,616 |
) |
|
|
$ |
(6,913 |
) |
|
Net loss per common unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.27 |
) |
|
Common units – diluted |
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.27 |
) |
|
Weighted average common units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
|
25,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,461 |
|
|
Common units – diluted |
|
|
25,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,461 |
|
3
Landmark Infrastructure Partners LP
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2019
(in thousands except per unit data, unaudited)
|
|
|
Landmark |
|
|
Transaction |
|
|
|
Other |
|
|
|
Landmark |
|
||||
|
|
|
Infrastructure |
|
|
Pro Forma |
|
|
|
Pro Forma |
|
|
|
Infrastructure |
|
||||
|
|
|
Partners LP |
|
|
Adjustments |
|
|
|
Adjustments |
|
|
|
Partners LP |
|
||||
|
|
|
(AA) |
|
|
(BB) |
|
|
|
(CC) |
|
|
|
Pro Forma |
|
||||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
59,340 |
|
|
$ |
(5,639 |
) |
(DD) |
|
$ |
— |
|
|
|
$ |
53,701 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
1,983 |
|
|
|
(549 |
) |
(EE) |
|
|
— |
|
|
|
|
1,434 |
|
|
General and administrative |
|
|
5,567 |
|
|
|
(288 |
) |
(EE) |
|
|
— |
|
|
|
|
5,279 |
|
|
Acquisition-related |
|
|
1,163 |
|
|
|
(555 |
) |
(EE) |
|
|
— |
|
|
|
|
608 |
|
|
Amortization |
|
|
14,235 |
|
|
|
(788 |
) |
(EE) |
|
|
— |
|
|
|
|
13,447 |
|
|
Impairments |
|
|
2,288 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,288 |
|
|
Total expenses |
|
|
25,236 |
|
|
|
(2,180 |
) |
|
|
|
— |
|
|
|
|
23,056 |
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
832 |
|
|
|
(235 |
) |
(EE) |
|
|
— |
|
|
|
|
597 |
|
|
Interest expense |
|
|
(18,170 |
) |
|
|
7 |
|
(EE) |
|
|
2,667 |
|
(FF) |
|
|
(15,496 |
) |
|
Unrealized loss on derivatives |
|
|
(7,327 |
) |
|
|
— |
|
|
|
|
1,261 |
|
(GG) |
|
|
(6,066 |
) |
|
Equity income from unconsolidated joint venture |
|
|
398 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
398 |
|
|
Gain on sale of real property interests |
|
|
17,985 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
17,985 |
|
|
Foreign currency transaction loss |
|
|
(2,433 |
) |
|
|
— |
|
|
|
|
2,433 |
|
(GG) |
|
|
— |
|
|
Total other income and expenses |
|
|
(8,715 |
) |
|
|
(228 |
) |
|
|
|
6,361 |
|
|
|
|
(2,582 |
) |
|
Income before income tax expense |
|
|
25,389 |
|
|
|
(3,687 |
) |
|
|
|
6,361 |
|
|
|
|
28,063 |
|
|
Income tax expense |
|
|
3,783 |
|
|
|
(506 |
) |
(EE) |
|
|
— |
|
|
|
|
3,277 |
|
|
Net income |
|
|
21,606 |
|
|
|
(3,181 |
) |
|
|
|
6,361 |
|
|
|
|
24,786 |
|
|
Less: Net income attributable to noncontrolling interest |
|
|
31 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
31 |
|
|
Net income attributable to limited partners |
|
|
21,575 |
|
|
|
(3,181 |
) |
|
|
|
6,361 |
|
|
|
|
24,755 |
|
|
Less: Distributions declared to preferred unitholders |
|
|
(11,883 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(11,883 |
) |
|
Less: General partner's incentive distribution rights |
|
|
(788 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(788 |
) |
|
Less: Accretion of Series C preferred units |
|
|
(641 |
) |
|
|
— |
|
|
|
|
— |
|
|
|
|
(641 |
) |
|
Net income attributable to common unitholders |
|
$ |
8,263 |
|
|
$ |
(3,181 |
) |
|
|
$ |
6,361 |
|
|
|
$ |
11,443 |
|
|
Net income per common unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.45 |
|
|
Common units – diluted |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.45 |
|
|
Weighted average common units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
|
25,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,343 |
|
|
Common units – diluted |
|
|
25,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,343 |
|
4
Landmark Infrastructure Partners LP
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2018
(in thousands except per unit data, unaudited)
|
|
|
Landmark |
|
|
Transaction |
|
|
|
Landmark |
|
|||
|
|
|
Infrastructure |
|
|
Pro Forma |
|
|
|
Infrastructure |
|
|||
|
|
|
Partners LP |
|
|
Adjustments |
|
|
|
Partners LP |
|
|||
|
|
|
(AA) |
|
|
(BB) |
|
|
|
Pro Forma |
|
|||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
64,765 |
|
|
$ |
(3,356 |
) |
(DD) |
|
$ |
61,409 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
1,147 |
|
|
|
(285 |
) |
(EE) |
|
|
862 |
|
|
General and administrative |
|
|
4,731 |
|
|
|
(127 |
) |
(EE) |
|
|
4,604 |
|
|
Acquisition-related |
|
|
3,287 |
|
|
|
(2,710 |
) |
(EE) |
|
|
577 |
|
|
Amortization |
|
|
16,152 |
|
|
|
(380 |
) |
(EE) |
|
|
15,772 |
|
|
Impairments |
|
|
1,559 |
|
|
|
— |
|
|
|
|
1,559 |
|
|
Total expenses |
|
|
26,876 |
|
|
|
(3,502 |
) |
|
|
|
23,374 |
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
1,642 |
|
|
|
(251 |
) |
(EE) |
|
|
1,391 |
|
|
Interest expense |
|
|
(24,273 |
) |
|
|
— |
|
|
|
|
(24,273 |
) |
|
Loss on early extinguishment of debt |
|
|
(157 |
) |
|
|
— |
|
|
|
|
(157 |
) |
|
Unrealized gain on derivatives |
|
|
1,010 |
|
|
|
— |
|
|
|
|
1,010 |
|
|
Equity income from unconsolidated joint venture |
|
|
59 |
|
|
|
— |
|
|
|
|
59 |
|
|
Gain on sale of real property interests |
|
|
99,884 |
|
|
|
— |
|
|
|
|
99,884 |
|
|
Foreign currency transaction loss |
|
|
(6 |
) |
|
|
— |
|
|
|
|
(6 |
) |
|
Total other income and expenses |
|
|
78,159 |
|
|
|
(251 |
) |
|
|
|
77,908 |
|
|
Income before income tax expense |
|
|
116,048 |
|
|
|
(105 |
) |
|
|
|
115,943 |
|
|
Income tax expense |
|
|
227 |
|
|
|
89 |
|
(EE) |
|
|
316 |
|
|
Net income |
|
|
115,821 |
|
|
|
(194 |
) |
|
|
|
115,627 |
|
|
Less: Net income attributable to noncontrolling interest |
|
|
27 |
|
|
|
— |
|
|
|
|
27 |
|
|
Net income attributable to limited partners |
|
|
115,794 |
|
|
|
(194 |
) |
|
|
|
115,600 |
|
|
Less: Distributions declared to preferred unitholders |
|
|
(10,630 |
) |
|
|
— |
|
|
|
|
(10,630 |
) |
|
Less: General partner's incentive distribution rights |
|
|
(784 |
) |
|
|
— |
|
|
|
|
(784 |
) |
|
Net income attributable to common and subordinated unitholders |
|
$ |
104,380 |
|
|
$ |
(194 |
) |
|
|
$ |
104,186 |
|
|
Net income (loss) per common and subordinated unit from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
$ |
4.25 |
|
|
|
|
|
|
|
$ |
4.24 |
|
|
Common units – diluted |
|
$ |
3.97 |
|
|
|
|
|
|
|
$ |
3.96 |
|
|
Subordinated units – basic and diluted |
|
$ |
(0.78 |
) |
|
|
|
|
|
|
$ |
(0.82 |
) |
|
Weighted average common and subordinated units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
|
24,626 |
|
|
|
|
|
|
|
|
24,626 |
|
|
Common units – diluted |
|
|
26,967 |
|
|
|
|
|
|
|
|
26,967 |
|
|
Subordinated units – basic and diluted |
|
|
387 |
|
|
|
|
|
|
|
|
387 |
|
5
Landmark Infrastructure Partners LP
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2017
(in thousands except per unit data, unaudited)
|
|
|
Landmark |
|
|
Transaction |
|
|
|
Landmark |
|
|||
|
|
|
Infrastructure |
|
|
Pro Forma |
|
|
|
Infrastructure |
|
|||
|
|
|
Partners LP |
|
|
Adjustments |
|
|
|
Partners LP |
|
|||
|
|
|
(AA) |
|
|
(BB) |
|
|
|
Pro Forma |
|
|||
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
52,625 |
|
|
$ |
(814 |
) |
(DD) |
|
$ |
51,811 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
|
394 |
|
|
|
(107 |
) |
(EE) |
|
|
287 |
|
|
General and administrative |
|
|
5,286 |
|
|
|
(65 |
) |
(EE) |
|
|
5,221 |
|
|
Acquisition-related |
|
|
1,287 |
|
|
|
(27 |
) |
(EE) |
|
|
1,260 |
|
|
Amortization |
|
|
13,537 |
|
|
|
(32 |
) |
(EE) |
|
|
13,505 |
|
|
Impairments |
|
|
848 |
|
|
|
— |
|
|
|
|
848 |
|
|
Total expenses |
|
|
21,352 |
|
|
|
(231 |
) |
|
|
|
21,121 |
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
1,587 |
|
|
|
(144 |
) |
(EE) |
|
|
1,443 |
|
|
Interest expense |
|
|
(18,399 |
) |
|
|
— |
|
|
|
|
(18,399 |
) |
|
Unrealized gain on derivatives |
|
|
1,675 |
|
|
|
— |
|
|
|
|
1,675 |
|
|
Loss on sale of real property interests |
|
|
(5 |
) |
|
|
— |
|
|
|
|
(5 |
) |
|
Total other income and expenses |
|
|
(15,142 |
) |
|
|
(144 |
) |
|
|
|
(15,286 |
) |
|
Income before income tax expense |
|
|
16,131 |
|
|
|
(727 |
) |
|
|
|
15,404 |
|
|
Income tax benefit |
|
|
(3,145 |
) |
|
|
(28 |
) |
(EE) |
|
|
(3,173 |
) |
|
Net income |
|
|
19,276 |
|
|
|
(699 |
) |
|
|
|
18,577 |
|
|
Less: Net income attributable to noncontrolling interest |
|
|
19 |
|
|
|
— |
|
|
|
|
19 |
|
|
Net income attributable to limited partners |
|
|
19,257 |
|
|
|
(699 |
) |
|
|
|
18,558 |
|
|
Less: Distributions declared to preferred unitholders |
|
|
(6,673 |
) |
|
|
— |
|
|
|
|
(6,673 |
) |
|
Less: General partner's incentive distribution rights |
|
|
(488 |
) |
|
|
— |
|
|
|
|
(488 |
) |
|
Net income attributable to common and subordinated unitholders |
|
$ |
12,096 |
|
|
$ |
(699 |
) |
|
|
$ |
11,397 |
|
|
Net income per common and subordinated unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
$ |
0.54 |
|
|
|
|
|
|
|
$ |
0.50 |
|
|
Common units – diluted |
|
$ |
0.53 |
|
|
|
|
|
|
|
$ |
0.50 |
|
|
Subordinated units – basic and diluted |
|
$ |
0.50 |
|
|
|
|
|
|
|
$ |
0.46 |
|
|
Weighted average common and subordinated units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common units – basic |
|
|
19,701 |
|
|
|
|
|
|
|
|
19,701 |
|
|
Common units – diluted |
|
|
22,836 |
|
|
|
|
|
|
|
|
22,836 |
|
|
Subordinated units – basic and diluted |
|
|
3,135 |
|
|
|
|
|
|
|
|
3,135 |
|
6
Landmark Infrastructure Partners LP
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
|
|
(A) |
Reflects the historical consolidated balance sheet of Landmark Infrastructure Partners LP as of March 31, 2020 as filed with the SEC on Form 10-Q for the quarter ended March 31, 2020. |
|
|
(B) |
Reflects the elimination of assets and liabilities included in the Partnership’s historical consolidated balance sheet that are associated with the portfolio of assets sold in connection with the Transaction. |
|
|
(C) |
The other pro forma adjustments reflect autonomous adjustments consequential to the Transaction, which was completed on June 17, 2020. |
|
|
(D) |
Includes cash proceeds received at the closing of the Transaction. |
|
|
(E) |
Reflects cash proceeds from the Transaction expected to be used to pay down the Partnership’s revolving credit facility. |
|
|
(F) |
Reflects cash proceeds expected to be used to terminate an existing interest rate swap agreement denominated in British Pound Sterling that is consequential to the Transaction. |
|
|
(G) |
Reflects the impact to partner’s equity of approximately $15 million related to the portfolio of assets sold in connection with the Transaction and autonomous adjustments consequential to the Transaction as of June 17, 2020. The estimated gain has not been reflected in the pro forma consolidated statements of operations as it is considered to be nonrecurring in nature. No adjustments have been made to the sale proceeds to give effect to any potential post-closing adjustments and any potential contingent sales proceeds under the terms of the sale and purchase agreement. |
|
|
(AA) |
Reflects the historical consolidated statements of operations of Landmark Infrastructure Partners LP for the three months ended March 31, 2020 and for the years ended December 31, 2019, 2018 and 2017. |
|
|
(BB) |
Reflects the pro forma adjustments for the portfolio of assets sold in connection with the Transaction for the three months ended March 31, 2020 and for the years ended December 31, 2019, 2018 and 2017 as if the Transaction occurred on January 1, 2017. |
|
|
(CC) |
The other pro forma adjustments reflect autonomous adjustments consequential to the Transaction for the three months ended March 31, 2020 and for the year ended December 31, 2019 as if the Transaction occurred on January 1, 2019. |
|
|
(DD) |
Reflects the elimination of revenue associated with the portfolio of assets sold. |
|
|
(FF) |
Reflects the reduction in interest expense due to the expected pay down of the Partnership’s revolving credit facility. |
|
|
(GG) |
Reflects the elimination of the unrealized gain (loss) on derivatives and the foreign currency transaction gain (loss) as a result of the expected termination the Partnership’s interest rate swap denominated in British pound sterling and the expected pay down of borrowings denominated in British pound sterling. |
7