Landmark Infrastructure Partners LP - FORM 8-K - EX-99.1

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8-K - 8-K - Landmark Infrastructure Partners LP	lmrk-8k_20210804.htm

Exhibit 99.1

Landmark Infrastructure Partners LP Reports Second Quarter Results

El Segundo, California, August 4, 2021 (GLOBE NEWSWIRE) - Landmark Infrastructure Partners LP (“Landmark,” the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its second quarter financial results.

Highlights

•

Rental revenue of $17.6 million, a 27% increase year-over-year;

•

Net income attributable to common unitholders of $0.09 and Funds From Operations (FFO) of $0.35 per diluted unit;

•

Adjusted Funds From Operations (AFFO) of $0.38 per diluted unit, a 15% increase year-over-year;

•

On June 2^nd, an affiliate of DigitalBridge Group, Inc. (NYSE: DBRG), completed its acquisition of Landmark Dividend LLC, the Partnership’s sponsor, and now owns and controls the general partner;

•

As of June 30^th, 235 digital kiosks deployed within the Dallas Area Rapid Transit (“DART”) network; and

•

A quarterly distribution of $0.20 per common unit.

Second Quarter 2021 Results

Rental revenue for the quarter ended June 30, 2021 was $17.6 million, an increase of 27% compared to the second quarter of 2020. Net income attributable to common unitholders per diluted unit in the second quarter of 2021 was $0.09, compared to $0.61 in the second quarter of 2020. Results from the second quarter of 2020 included income from discontinued operations of $14.9 million, net of tax. FFO for the second quarter of 2021 was $0.35 per diluted unit, compared to $0.19 in the second quarter of 2020. AFFO per diluted unit, which excludes certain items including unrealized gains and losses on our interest rate hedges and foreign currency transaction gains and losses, was $0.38 in the second quarter of 2021 compared to $0.33 in the second quarter of 2020.

For the six months ended June 30, 2021, the Partnership reported rental revenue of $34.9 million compared to $27.7 million during the six months ended June 30, 2020. For the six months ended June 30, 2021, we generated net income of $11.4 million compared to $17.3 million during the six months ended June 30, 2020. Net income attributable to common unitholders for the six months ended June 30, 2021 was $0.20 per diluted unit compared to $0.43 per diluted unit for the six months ended June 30, 2020. For the six months ended June 30, 2021, we generated FFO of $0.71 per diluted unit and AFFO of $0.74 per diluted unit, compared to FFO of $0.20 per diluted unit and AFFO of $0.66 per diluted unit during the six months ended June 30, 2020.

“The Partnership delivered another solid quarter of operating and financial results,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner. “The opportunistic acquisitions completed during 2020, along with growing cash flows from our portfolio, contributed to strong year-over-year growth in AFFO.”

Quarterly Distributions

On July 23, 2021, 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, 2021. The distribution is payable on August 13, 2021 to common unitholders of record as of August 3, 2021.

On July 22, 2021, 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 16, 2021 to Series C preferred unitholders of record as of August 2, 2021.

On July 22, 2021, 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 16, 2021 to Series B preferred unitholders of record as of August 2, 2021.

On June 18, 2021, 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, 2021 to Series A preferred unitholders of record as of July 1, 2021.

Capital and Liquidity

As of June 30, 2021, the Partnership had $223.2 million of outstanding borrowings under its revolving credit facility (the “Facility”), and approximately $226.8 million of undrawn borrowing capacity under the Facility, subject to compliance with certain covenants.

Recent Acquisitions

Year-to-date through June 30, 2021, the Partnership acquired a total of 4 assets for total consideration of approximately $1.6 million.

General and Administrative Reimbursement Agreement Expiration

Under the second amendment to our Omnibus Agreement, dated as of January 30, 2019, among other things, the Partnership is required to reimburse our general partner and its affiliates for expenses related to certain general and administrative services that our sponsor provides to us in support of our business, subject to a quarterly cap of 3% of the Partnership’s consolidated revenue during the current calendar quarter. The cap on expense reimbursement will last until the earlier of: (i) the date on which the Partnership’s consolidated revenue for the immediately preceding four consecutive fiscal quarters (in the aggregate) exceeds $120,000,000 and (ii) November 19, 2021. Our sponsor has informed us that it intends to let the cap expire on November 19, 2021 and will seek reimbursement for costs and expenses it incurs for services provided to the Partnership.

Conference Call Information

The Partnership will hold a conference call on Wednesday, August 4, 2021, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its second quarter 2021 financial and operating results. The conference call will be limited to management’s prepared remarks, with no question-and-answer session following the remarks, and can be accessed via a live webcast at https://edge.media-server.com/mmc/p/pq8ybeft, 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 6179776.

A webcast replay will be available approximately two hours after the completion of the conference call through August 4, 2022 at https://edge.media-server.com/mmc/p/pq8ybeft. The replay is also available through August 13, 2021 by dialing 855-859-2056 or 404-537-3406 and entering the access code 6179776.

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, digital infrastructure, 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. 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, 2020 and Current Report on Form 8-K filed with the Commission on February 24, 2021. 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,
	2021			2020			2021			2020
Revenue
Rental revenue	$	17,570		$	13,844		$	34,854		$	27,665
Expenses
Property operating		1,066			354			1,778			863
General and administrative		951			1,223			2,432			2,711
Acquisition-related		38			86			126			91
Depreciation and amortization		5,112			4,301			9,792			7,903
Impairments		27			102			27			184
Total expenses		7,194			6,066			14,155			11,752
Other income and expenses
Interest and other income		160			96			229			271
Interest expense		(4,882	)		(4,393	)		(9,868	)		(8,691	)
Loss on early extinguishment of debt		—			—			—			(2,231	)
Unrealized gain (loss) on derivatives		193			(481	)		1,317			(6,684	)
Equity income (loss) from unconsolidated joint venture		(401	)		687			(1,090	)		837
Gain on sale of real property interests		110			—			110			—
Total other income and expenses		(4,820	)		(4,091	)		(9,302	)		(16,498	)
Income (loss) from continuing operations before income tax expense (benefit)		5,556			3,687			11,397			(585	)
Income tax expense (benefit)		110			(90	)		—			(335	)
Income (loss) from continuing operations		5,446			3,777			11,397			(250	)
Income from discontinued operations, net of tax		—			14,856			—			17,511
Net income		5,446			18,633			11,397			17,261
Less: Net income attributable to noncontrolling interests		8			8			16			16
Net income attributable to limited partners		5,438			18,625			11,381			17,245
Less: Distributions to preferred unitholders		(3,060	)		(3,037	)		(6,120	)		(6,097	)
Less: Accretion of Series C preferred units		(96	)		(96	)		(190	)		(193	)
Net income attributable to common unitholders	$	2,282		$	15,492		$	5,071		$	10,955
Income (loss) from continuing operations per common unit
Common units – basic	$	0.09		$	0.02		$	0.20		$	(0.26	)
Common units – diluted	$	0.09		$	0.02		$	0.20		$	(0.26	)
Net income per common unit
Common units – basic	$	0.09		$	0.61		$	0.20		$	0.43
Common units – diluted	$	0.09		$	0.61		$	0.20		$	0.43
Weighted average common units outstanding
Common units – basic		25,489			25,476			25,489			25,468
Common units – diluted		25,489			25,476			25,489			25,468
Other Data
Total leased tenant sites (end of period)		1,992			1,814			1,992			1,814
Total available tenant sites (end of period)		2,097			1,922			2,097			1,922

Landmark Infrastructure Partners LP

Consolidated Balance Sheets

In thousands, except per unit data

(Unaudited)

	June 30, 2021			December 31, 2020
Assets
Land	$	117,915		$	117,421
Real property interests		685,349			671,468
Construction in progress		42,764			44,787
Total land and real property interests		846,028			833,676
Accumulated depreciation and amortization of real property interests		(72,230	)		(63,474	)
Land and net real property interests		773,798			770,202
Investments in receivables, net		4,850			5,101
Investment in unconsolidated joint venture		59,310			60,880
Cash and cash equivalents		11,902			10,447
Restricted cash		2,967			3,195
Rent receivables		3,839			4,016
Due from Landmark and affiliates		1,060			1,337
Deferred loan costs, net		2,915			3,567
Deferred rent receivable		2,421			1,818
Derivative assets		369			—
Other intangible assets, net		18,318			19,417
Right-of-use asset, net		10,425			10,716
Other assets		4,171			4,082
Total assets	$	896,345		$	894,778
Liabilities and equity
Revolving credit facility	$	223,200		$	214,200
Secured notes, net		277,207			279,677
Accounts payable and accrued liabilities		5,223			6,732
Other intangible liabilities, net		5,380			6,081
Operating lease liability		8,669			8,818
Finance lease liability		74			—
Prepaid rent		5,862			4,446
Derivative liabilities		2,487			3,435
Total liabilities		528,102			523,389
Commitments and contingencies
Mezzanine equity
Series C cumulative redeemable convertible preferred units, 1,982,700 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively		48,092			47,902
Equity
Series A cumulative redeemable preferred units, 1,788,843 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively		41,850			41,850
Series B cumulative redeemable preferred units 2,628,932 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively		63,014			63,014
Common units, 25,488,992 and 25,478,042 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively		371,196			376,201
General Partner		(157,623	)		(159,070	)
Accumulated other comprehensive income (loss)		1,513			1,291
Total limited partners' equity		319,950			323,286
Noncontrolling interests		201			201
Total equity		320,151			323,487
Total liabilities, mezzanine equity and equity	$	896,345		$	894,778

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		693		896		75.5	⁽⁷⁾		844		34.3						$	5,265		30	%
Digital Infrastructure		1		1		99.0	⁽⁷⁾		1		8.2							450		3	%
Outdoor Advertising		567		854		80.8	⁽⁷⁾		827		15.1							3,378		20	%
Renewable Power Generation		15		47		28.7	⁽⁷⁾		47		33.4							651		4	%
Subtotal		1,276		1,798		73.1	⁽⁷⁾		1,719		26.2						$	9,744		57	%
Tenant Lease Assignment only⁽⁸⁾
Wireless Communication		116		170		44.5			148		16.2						$	1,053		6	%
Outdoor Advertising		33		36		60.8			34		12.0							214		1	%
Renewable Power Generation		6		6		46.1			6		24.0							58		—	%
Subtotal		155		212		47.3			188		15.7						$	1,325		7	%
Tenant Lease on Fee Simple
Wireless Communication		18		29		99.0	⁽⁷⁾		27		26.0						$	211		1	%
Digital Infrastructure		13		13		99.0	⁽⁷⁾		13		23.9							4,450		25	%
Outdoor Advertising		26		28		99.0	⁽⁷⁾		28		6.1							224		1	%
Renewable Power Generation		14		17		99.0	⁽⁷⁾		17		28.0							1,616		9	%
Subtotal		71		87		99.0	⁽⁷⁾		85		19.8						$	6,501		36	%
Total		1,502		2,097		68.6	⁽⁹⁾		1,992		24.8						$	17,570		100	%
Aggregate Portfolio
Wireless Communication		827		1,095		66.5			1,019		31.5		93	%	$	2,052	$	6,529		37	%
Digital Infrastructure		14		14		99.0			14		22.8		100	%		116,346		4,900		28	%
Outdoor Advertising		626		918		72.1			889		14.7		97	%		1,954		3,816		22	%
Renewable Power Generation		35		70		34.7			70		29.7		100	%		11,074		2,325		13	%
Total		1,502		2,097		68.6	⁽⁹⁾		1,992		24.8		95	%	$	3,285	$	17,570		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, digital infrastructure, outdoor advertising, renewable power generation and total portfolio as of June 30, 2021 were 2.3, 8.8, 6.6, 16.3 and 4.4 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, 2021. 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 60 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,
	2021			2020 ⁽¹⁾			2021			2020 ⁽¹⁾
Net income	$	5,446		$	18,633		$	11,397		$	17,261
Adjustments:
Depreciation and amortization expense		5,112			4,547			9,792			8,439
Impairments		27			102			27			184
Gain on sale of real property interests, net of income taxes		(110	)		(15,723	)		(110	)		(15,723	)
Adjustments for investment in unconsolidated joint venture		1,430			292			3,025			1,083
Distributions to preferred unitholders		(3,060	)		(3,037	)		(6,120	)		(6,097	)
Distributions to noncontrolling interests		(8	)		(8	)		(16	)		(16	)
FFO attributable to common unitholders	$	8,837		$	4,806		$	17,995		$	5,131
Adjustments:
General and administrative expense reimbursement⁽²⁾		509			929			1,447			2,030
Acquisition-related expenses		38			117			126			432
Unrealized (gain) loss on derivatives		(193	)		1,192			(1,317	)		8,483
Straight line rent adjustments		(216	)		208			(422	)		377
Unit-based compensation		—			—			120			120
Amortization of deferred loan costs and discount on secured notes		630			616			1,248			1,205
Amortization of above- and below-market rents, net		(239	)		(245	)		(470	)		(481	)
Deferred income tax (expense) benefit		56			(9	)		(91	)		(308	)
Loss on early extinguishment of debt		—			—			—			2,231
Repayments of receivables		139			101			251			243
Adjustments for investment in unconsolidated joint venture		44			39			80			77
Foreign currency transaction gain		—			728			—			(2,635	)
AFFO attributable to common unitholders	$	9,605		$	8,482		$	18,967		$	16,905

FFO per common unit - diluted	$	0.35		$	0.19		$	0.71		$	0.20
AFFO per common unit - diluted	$	0.38		$	0.33		$	0.74		$	0.66
Weighted average common units outstanding - diluted		25,489			25,476			25,489			25,468

(1)	Amounts include the effects that are reported in discontinued operations.

(2)

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 exceeds $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 June 30,						Six Months Ended June 30,
	2021			2020 ⁽¹⁾			2021			2020 ⁽¹⁾
Reconciliation of EBITDA and Adjusted EBITDA to Net Income
Net income (loss)	$	5,446		$	18,633		$	11,397		$	17,261
Interest expense		4,882			4,631			9,868			9,332
Depreciation and amortization expense		5,112			4,547			9,792			8,439
Income tax expense		110			160			—			103
EBITDA	$	15,550		$	27,971		$	31,057		$	35,135
Impairments		27			102			27			184
Acquisition-related		38			117			126			432
Unrealized (gain) loss on derivatives		(193	)		1,192			(1,317	)		8,483
Loss on early extinguishment of debt		—			—			—			2,231
(Gain) loss on sale of real property interests		(110	)		(15,723	)		(110	)		(15,723	)
Unit-based compensation		—			—			120			120
Straight line rent adjustments		(216	)		208			(422	)		377
Amortization of above- and below-market rents, net		(239	)		(245	)		(470	)		(481	)
Repayments of investments in receivables		139			101			251			243
Adjustments for investment in unconsolidated joint venture		2,120			996			4,404			2,490
Foreign currency transaction gain		—			728			—			(2,635	)
Deemed capital contribution to fund general and administrative expense reimbursement⁽²⁾		509			929			1,447			2,030
Adjusted EBITDA	$	17,625		$	16,376		$	35,113		$	32,886
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by Operating Activities
Net cash provided by operating activities	$	10,882		$	10,633		$	23,336		$	20,096
Unit-based compensation		—			—			(120	)		(120	)
Unrealized gain (loss) on derivatives		193			(1,192	)		1,317			(8,483	)
Loss on early extinguishment of debt		—			—			—			(2,231	)
Depreciation and amortization expense		(5,112	)		(4,547	)		(9,792	)		(8,439	)
Amortization of above- and below-market rents, net		239			245			470			481
Amortization of deferred loan costs and discount on secured notes		(630	)		(616	)		(1,248	)		(1,205	)
Impairments		(27	)		(102	)		(27	)		(184	)
Gain (loss) on sale of real property interests		110			15,723			110			15,723
Adjustment for uncollectible accounts		—			(68	)		—			(150	)
Equity income (loss) from unconsolidated joint venture		(401	)		687			(1,090	)		837
Distributions of earnings from unconsolidated joint venture		—			(250	)		(479	)		(925	)
Foreign currency transaction gain		—			(728	)		—			2,635
Working capital changes		192			(1,152	)		(1,080	)		(774	)
Net income (loss)	$	5,446		$	18,633		$	11,397		$	17,261
Interest expense		4,882			4,631			9,868			9,332
Depreciation and amortization expense		5,112			4,547			9,792			8,439
Income tax expense		110			160			—			103
EBITDA	$	15,550		$	27,971		$	31,057		$	35,135
Less:
Gain on sale of real property interests		(110	)		(15,723	)		(110	)		(15,723	)
Unrealized gain on derivatives		(193	)		—			(1,317	)		—
Straight line rent adjustment		(216	)		—			(422	)		—
Amortization of above- and below-market rents, net		(239	)		(245	)		(470	)		(481	)
Foreign currency transaction gain		—			—			—			(2,635	)
Add:
Impairments		27			102			27			184
Acquisition-related		38			117			126			432
Unrealized loss on derivatives		—			1,192			—			8,483
Loss on early extinguishment of debt		—			—			—			2,231
Unit-based compensation		—			—			120			120
Straight line rent adjustment		—			208			—			377
Repayments of investments in receivables		139			101			251			243
Adjustments for investment in unconsolidated joint venture		2,120			996			4,404			2,490
Foreign currency transaction loss		—			728			—			—
Deemed capital contribution to fund general and administrative expense reimbursement⁽²⁾		509			929			1,447			2,030
Adjusted EBITDA	$	17,625		$	16,376		$	35,113		$	32,886

(1)	Amounts include the effects that are reported in discontinued operations.

(2)

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.

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