Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Landmark Infrastructure Partners LP | |
Entity Central Index Key | 0001615346 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Limited Partners Units | 25,488,992 | |
Entity Shell Company | false | |
Entity File Number | 001-36735 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1742322 | |
Entity Address, Address Line One | 400 Continental Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | El Segundo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90245 | |
City Area Code | 310 | |
Local Phone Number | 598-3173 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Units | ||
Document Information [Line Items] | ||
Title of each class | Common Units, Representing Limited Partner Interests | |
Trading Symbol | LMRK | |
Name of each exchange on which registered | NASDAQ | |
8.0% Series A Cumulative Redeemable Preferred Units | ||
Document Information [Line Items] | ||
Title of each class | 8.0% Series A Cumulative Redeemable Preferred Units, $25.00 par value | |
Trading Symbol | LMRKP | |
Name of each exchange on which registered | NASDAQ | |
7.9% Series B Cumulative Redeemable Preferred Units | ||
Document Information [Line Items] | ||
Title of each class | 7.9% Series B Cumulative Redeemable Preferred Units, $25.00 par value | |
Trading Symbol | LMRKO | |
Name of each exchange on which registered | NASDAQ | |
Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units | ||
Document Information [Line Items] | ||
Title of each class | Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units, $25.00 par value | |
Trading Symbol | LMRKN | |
Name of each exchange on which registered | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Land | $ 117,398 | $ 117,421 |
Real property interests | 680,057 | 671,468 |
Construction in progress | 43,545 | 44,787 |
Total land and real property interests | 841,000 | 833,676 |
Accumulated depreciation and amortization of real property interests | (67,625) | (63,474) |
Land and net real property interests | 773,375 | 770,202 |
Investments in receivables, net | 4,989 | 5,101 |
Investment in unconsolidated joint venture | 59,711 | 60,880 |
Cash and cash equivalents | 9,282 | 10,447 |
Restricted cash | 3,259 | 3,195 |
Rent receivables | 3,652 | 4,016 |
Due from Landmark and affiliates | 2,061 | 1,337 |
Deferred loan costs, net | 3,212 | 3,567 |
Deferred rent receivable | 2,114 | 1,818 |
Derivative assets | 362 | |
Other intangible assets, net | 18,808 | 19,417 |
Right-of-use asset, net | 10,587 | 10,716 |
Other assets | 4,172 | 4,082 |
Total assets | 895,584 | 894,778 |
Liabilities and equity | ||
Revolving credit facility | 218,200 | 214,200 |
Secured notes, net | 278,418 | 279,677 |
Accounts payable and accrued liabilities | 5,263 | 6,732 |
Other intangible liabilities, net | 5,726 | 6,081 |
Operating lease liability | 8,741 | 8,818 |
Finance lease liability | 77 | |
Prepaid rent | 6,279 | 4,446 |
Derivative liabilities | 2,673 | 3,435 |
Total liabilities | 525,377 | 523,389 |
Commitments and contingencies (Note 16) | ||
Equity | ||
Accumulated other comprehensive income (loss) | 1,266 | 1,291 |
Total partners' equity | 322,010 | 323,286 |
Noncontrolling interests | 201 | 201 |
Total equity | 322,211 | 323,487 |
Total liabilities, mezzanine equity and equity | 895,584 | 894,778 |
Limited Partners | Preferred Units Series C | ||
Mezzanine equity | ||
Limited partners | 47,996 | 47,902 |
Limited Partners | Preferred Units Series A | ||
Equity | ||
Limited partners | 41,850 | 41,850 |
Total equity | 41,850 | 41,850 |
Limited Partners | Preferred Units Series B | ||
Equity | ||
Limited partners | 63,014 | 63,014 |
Total equity | 63,014 | 63,014 |
Limited Partners | Common Units | ||
Equity | ||
Limited partners | 374,012 | 376,201 |
Total equity | 374,012 | 376,201 |
General Partner | ||
Equity | ||
General Partner | (158,132) | (159,070) |
Total equity | $ (158,132) | $ (159,070) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - Limited Partners - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Units Series C | ||
Temporary equity, preferred units | ||
Preferred units issued (in shares) | 1,982,700,000 | 1,982,700,000 |
Preferred units outstanding (in shares) | 1,982,700,000 | 1,982,700,000 |
Preferred Units Series A | ||
Preferred units | ||
Preferred units issued (in shares) | 1,788,843,000 | 1,788,843,000 |
Preferred units outstanding (in shares) | 1,788,843,000 | 1,788,843,000 |
Preferred Units Series B | ||
Preferred units | ||
Preferred units issued (in shares) | 2,628,932,000 | 2,628,932,000 |
Preferred units outstanding (in shares) | 2,628,932,000 | 2,628,932,000 |
Common Units | ||
Common and subordinated units | ||
Units issued (in shares) | 25,488,992,000 | 25,478,042,000 |
Units outstanding (in shares) | 25,488,992,000 | 25,478,042,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue | |||
Rental revenue | [1] | $ 17,284 | $ 13,821 |
Expenses | |||
Property operating | [1] | 712 | 509 |
General and administrative | [1] | 1,481 | 1,488 |
Acquisition-related | [1] | 88 | 5 |
Depreciation and amortization | [1] | 4,680 | 3,602 |
Impairments | [1] | 82 | |
Total expenses | [1] | 6,961 | 5,686 |
Other income and expenses | |||
Interest and other income | [1] | 69 | 175 |
Interest expense | [1] | (4,986) | (4,298) |
Loss on early extinguishment of debt | [1] | (2,231) | |
Unrealized gain (loss) on derivatives | [1] | 1,124 | (6,203) |
Equity income (loss) from unconsolidated joint venture | [1] | (689) | 150 |
Total other income and expenses | [1] | (4,482) | (12,407) |
Income (loss) from continuing operations before income tax benefit | [1] | 5,841 | (4,272) |
Income tax benefit | [1] | (110) | (245) |
Income (loss) from continuing operations | [1] | 5,951 | (4,027) |
Income from discontinued operations, net of tax | [1] | 2,655 | |
Net income (loss) | [1] | 5,951 | (1,372) |
Less: Net income attributable to noncontrolling interest | [1] | 8 | 8 |
Net income (loss) attributable to limited partners | [1] | 5,943 | (1,380) |
Less: Distributions declared to preferred unitholders | [1] | (3,060) | (3,060) |
Less: Accretion of Series C preferred units | (94) | (97) | |
Net income (loss) attributable to common unitholders | [1] | $ 2,789 | $ (4,537) |
Income (loss) from continuing operations per common unit | |||
Common units – basic | [1] | $ 0.11 | $ (0.28) |
Common units – diluted | [1] | 0.11 | (0.28) |
Net income (loss) per common unit | |||
Common units – basic | [1] | 0.11 | (0.18) |
Common units – diluted | [1] | $ 0.11 | $ (0.18) |
Weighted average common units outstanding | |||
Common units – basic | [1] | 25,489 | 25,461 |
Common units – diluted | [1] | 25,489 | 25,461 |
Cash distributions declared per common unit | [1] | $ 0.2000 | $ 0.2000 |
Preferred Units Series C | |||
Other income and expenses | |||
Less: Accretion of Series C preferred units | [1] | $ (94) | $ (97) |
[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 ( Note 8 ). |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | [1] | $ 5,951 | $ (1,372) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (25) | (8,131) | |
Other comprehensive loss: | (25) | (8,131) | |
Comprehensive income (loss) | 5,926 | (9,503) | |
Less: Comprehensive income attributable to noncontrolling interest | 8 | 8 | |
Comprehensive income (loss) attributable to limited partners | $ 5,918 | $ (9,511) | |
[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 ( Note 8 ). |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND MEZZANINE EQUITY - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Limited PartnersCommon Units | Limited PartnersPreferred Units Series A | Limited PartnersPreferred Units Series B | Limited PartnersPreferred Units Series A | Limited PartnersPreferred Units Series C | General Partner | General PartnerRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive Income (loss) | Noncontrolling Interest |
Balance at Dec. 31, 2019 | $ 321,658 | $ (76) | $ 382,581 | $ 60,926 | $ 40,210 | $ (162,277) | $ (76) | $ 17 | $ 201 | ||
Balance (in units) at Dec. 31, 2019 | 25,353,140 | 1,722,000 | 2,544,793 | 1,722,041 | 1,988,700 | ||||||
Increase (decrease) in partners' capital | |||||||||||
Accounting Standards Update Extensible List | ASU 2016-13 | ||||||||||
Foreign currency translation adjustment | $ (8,131) | (8,131) | |||||||||
Issuance of Common Units, net | 1,510 | $ 1,510 | |||||||||
Issuance of Units, net (in units) | 110,000 | 23,000 | 84,000 | ||||||||
Issuance of Preferred Units, net | 2,663 | $ 2,088 | $ 575 | ||||||||
Distributions | (11,558) | $ (9,360) | (1,319) | (871) | (8) | ||||||
Capital contribution from Sponsor | 1,101 | 1,101 | |||||||||
Unit-based compensation | 120 | $ 120 | |||||||||
Unit-based compensation (in units) | 7,000 | ||||||||||
Net income (loss) | (2,339) | $ (4,537) | 1,319 | 871 | 8 | ||||||
Balance at Mar. 31, 2020 | 304,948 | $ 370,314 | $ 63,014 | $ 40,785 | (161,252) | (8,114) | 201 | ||||
Balance (in units) at Mar. 31, 2020 | 25,470,232 | 1,745,000 | 2,628,932 | 1,745,328 | 1,988,700 | ||||||
Temporary equity, Balance at Dec. 31, 2019 | $ 47,666 | ||||||||||
Increase (Decrease) in temporary equity | |||||||||||
Temporary equity, Distributions | (870) | ||||||||||
Temporary equity, Net income (loss) | 967 | ||||||||||
Temporary equity, Balance at Mar. 31, 2020 | $ 47,763 | ||||||||||
Balance at Dec. 31, 2020 | 323,487 | $ 376,201 | $ 41,850 | $ 63,014 | (159,070) | 1,291 | 201 | ||||
Balance (in units) at Dec. 31, 2020 | 25,478,042 | 2,628,932 | 1,788,843 | 1,982,700 | |||||||
Increase (decrease) in partners' capital | |||||||||||
Foreign currency translation adjustment | (25) | (25) | |||||||||
Distributions | (7,298) | $ (5,098) | (894) | $ (1,298) | (8) | ||||||
Capital contribution from Sponsor | 938 | 938 | |||||||||
Unit-based compensation | 120 | $ 120 | |||||||||
Unit-based compensation (in units) | 11,000 | ||||||||||
Net income (loss) | 4,989 | $ 2,789 | 894 | 1,298 | 8 | ||||||
Balance at Mar. 31, 2021 | $ 322,211 | $ 374,012 | $ 41,850 | $ 63,014 | $ (158,132) | $ 1,266 | $ 201 | ||||
Balance (in units) at Mar. 31, 2021 | 25,488,992 | 2,628,932 | 1,788,843 | 1,982,700 | |||||||
Temporary equity, Balance at Dec. 31, 2020 | $ 47,902 | ||||||||||
Increase (Decrease) in temporary equity | |||||||||||
Temporary equity, Distributions | (868) | ||||||||||
Temporary equity, Net income (loss) | 962 | ||||||||||
Temporary equity, Balance at Mar. 31, 2021 | $ 47,996 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | ||
Operating activities | |||||
Net income (loss) | [1] | $ 5,951 | $ (1,372) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Unit-based compensation | 120 | 120 | |||
Unrealized (gain) loss on derivatives | (1,124) | 7,291 | |||
Loss on early extinguishment of debt | [1] | 2,231 | |||
Depreciation and amortization expense | 4,680 | 3,892 | |||
Amortization of above- and below- market lease, net | (231) | (236) | |||
Amortization of deferred loan costs | 524 | 497 | |||
Amortization of discount on secured notes | 94 | 92 | |||
Impairments | [1] | 82 | |||
Adjustment for uncollectible accounts | 82 | ||||
Equity (income) loss from unconsolidated joint venture | [1] | 689 | (150) | ||
Return on investment in unconsolidated joint venture | 479 | 675 | |||
Foreign currency transaction gain | (3,363) | ||||
Changes in operating assets and liabilities: | |||||
Rent receivables | 364 | (499) | |||
Accounts payable and accrued liabilities | (164) | 698 | |||
Deferred rent | (206) | 102 | |||
Prepaid rent | 1,834 | 1,029 | |||
Due from Landmark and affiliates | (747) | (183) | |||
Other assets | 191 | (1,525) | |||
Net cash provided by operating activities | 12,454 | 9,463 | |||
Investing activities | |||||
Acquisition of real property interests and development activities | (8,780) | (3,989) | |||
Repayments of receivables | 112 | 142 | |||
Net cash used in investing activities | (8,668) | (3,847) | |||
Financing activities | |||||
Proceeds from the issuance of Common Units, net | 1,510 | ||||
Proceeds from the issuance of Preferred Units, net | 2,663 | ||||
Proceeds from revolving credit facility | 4,000 | 7,000 | |||
Proceeds from the issuance of secured notes | 170,000 | ||||
Principal payments on revolving credit facility | (59,000) | ||||
Principal payments on secured notes | (1,485) | (108,427) | |||
Payments on finance leases | (4) | ||||
Deferred loan costs | (37) | (1,559) | |||
Capital contribution to fund general and administrative expense reimbursement | 828 | 896 | |||
Distributions to non-controlling interests | (8) | (8) | |||
Net cash provided by (used in) financing activities | (4,868) | 613 | |||
Effect of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | (19) | (592) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,101) | 5,637 | |||
Cash, cash equivalents and restricted cash at beginning of the period | 13,642 | $ 18,702 | 13,065 | ||
Cash, cash equivalents and restricted cash at end of the period | 12,541 | $ 13,642 | 18,702 | ||
Common Units | |||||
Financing activities | |||||
Distributions to limited partners | (5,098) | $ (5,098) | $ (5,096) | (5,096) | |
Limited Partners | Preferred Units | |||||
Financing activities | |||||
Distributions to limited partners | (3,068) | (3,098) | |||
Limited Partners | Common Units | |||||
Financing activities | |||||
Distributions to limited partners | $ (5,098) | $ (9,360) | |||
[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 ( Note 8 ). |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
Limited Liability Company Or Limited Partnership Business Organization And Operations [Abstract] | |
Organization And Formation Transactions Text Block | 1. Business Landmark Infrastructure Partners LP (the “Partnership”) was formed on July 28, 2014 by Landmark Dividend LLC (“Landmark” or “Sponsor”) to acquire, develop, own and manage a portfolio of real property interest and infrastructure assets that are leased to companies in the wireless communication, digital infrastructure, outdoor advertising and renewable power generation industries. The Partnership is a master limited partnership organized in the State of Delaware and has been publicly traded since its initial public offering on November 19, 2014. On July 31, 2017, the Partnership completed changes to its organizational structure by transferring substantially all of its assets to a consolidated subsidiary, Landmark Infrastructure Inc., a Delaware corporation (“REIT Subsidiary”), which elected to be taxed as a REIT commencing with its taxable year ending December 31, 2017. References in this report to “Landmark Infrastructure Partners LP,” the “partnership,” “we,” “our,” “us,” or like terms refer to Landmark Infrastructure Partners LP. Our operations are managed by the board of directors and executive officers of Landmark Infrastructure Partners GP LLC, our general partner (the “General Partner”). As of March 31, 2021, the Sponsor and affiliates own (a) our general partner; (b) 3,415,405 common units representing limited partnership interest in the Partnership (“Common Units”); and (c) all of our incentive distribution rights (“IDRs”). |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidated Financial Statements On an ongoing basis, we evaluate each legal entity that is not wholly owned by us in accordance with the consolidation guidance. The accompanying consolidated financial statements include the accounts of the Partnership, its wholly-owned subsidiaries and those entities in which it has a controlling interest. Investments in entities that the Partnership does not control are accounted for using the equity or cost method, depending upon the Partnership’s ability to exercise significant influence over operating and financial policies. The unaudited interim consolidated financial statements have been prepared in conformity with GAAP as established by the Financial Accounting Standards Board (the “FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under the Accounting Standards Updates (“ASUs”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the unaudited financial information set forth therein. Financial information for the three months ended March 31, 2021 and 2020 included in these Notes to the Consolidated Financial Statements is derived from our unaudited financial statements. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Certain reclassifications have been made to the prior period's consolidated financial statements to conform to the current period presentation, in the Consolidated Statement of Operations and all related notes in which prior periods have been retrospectively adjusted to reflect the classification of the operations of the European outdoor advertising portfolio to discontinued operations. All references to tenant sites are outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the public company accounting oversight board (U.S.). Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Partnership is generally not subject to federal, state or local income taxes, except for our subsidiary Landmark Infrastructure Asset OpCo LLC (“Asset OpCo”) and our foreign subsidiaries. Each limited partner is responsible for the tax liability, if any, related to its proportionate share of the Partnerships’ taxable income or loss. Asset OpCo conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes. Asset OpCo and certain consolidated foreign subsidiaries of the Partnership conduct certain activities in international locations that generate taxable income and will be treated as taxable entities. Additionally, our consolidated REIT subsidiary, Landmark Infrastructure Inc., a Delaware corporation, files as a corporation for U.S. federal income tax purposes. The REIT Subsidiary has elected to be treated as a REIT and we believe that it has operated in a manner that has allowed the REIT Subsidiary to qualify as a REIT for federal income tax purposes, and the REIT Subsidiary intends to continue operating in such manner. If the REIT Subsidiary fails to qualify as a REIT in any taxable year, and is unable to avail itself of certain savings provisions, all of its taxable income would be subject to federal income tax at regular corporate rates. The Partnership may also be subject to various non-income taxes, filing fees, and franchise taxes in various states that are reflected in operating expenses. The Partnership follows the requirements of ASC Topic 740, Income Taxes Investment in Unconsolidated Joint Venture The Partnership accounts for its investment in an unconsolidated joint venture using the equity method of accounting. Under the equity method, the investment is initially recorded at fair value and subsequently adjusted for distributions and the Partnership’s proportionate share of equity in the joint venture’s income (loss). The Partnership recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture as equity income (loss) from unconsolidated joint venture on the consolidated statements of operations. On a quarterly basis, the Partnership evaluates its investment in an unconsolidated joint venture for other-than-temporary impairments. Discontinued Operations If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Partnership’s operations and financial results, the operating profits or losses of the component disposed of by sale or when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations. On June 17, 2020, the Partnership completed the sale of its interest in the consolidated joint venture that held its European outdoor advertising portfolio for a purchase price of £95 million. As a result, the sale of the European outdoor advertising portfolio represented a strategic shift that had a major effect on the Partnership’s operations and financial results and met the criteria as discontinued operations in June 2020. Accordingly, for prior period presented, the related operating results, including interest expense and unrealized loss on the interest rate swap agreement denominated in GBP, are presented as income from discontinued operations on the consolidated statement of operations ( Note 8 Recently Issued Accounting Standards Changes to GAAP are established by the FASB in the form of ASUs to the FASB’s ASC. The Partnership considers the applicability and impact of all ASUs. Newly issued ASUs are not expected to have a material impact on its consolidated financial position and results of operations because either the ASU is not applicable, or the impact is expected to be immaterial. |
Acquisitions and Developments
Acquisitions and Developments | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Developments | 3. Acquisitions and Developments Third Party Acquisitions The following table presents direct third-party acquisitions, excluding transaction costs, completed by the Partnership during the three months ended March 31, 2021 and for the year ended December 31, 2020. No. of Tenant Sites Consideration (in millions) Acquisition Description Wireless Communication Digital Infrastructure Outdoor Advertising Total Borrowings and Available Cash Total First Quarter International — — 1 1 $ 0.3 $ 0.3 2021 Total — — 1 1 $ 0.3 $ 0.3 First Quarter International — — 1 1 $ 0.1 $ 0.1 Total — 1 1 $ 0.1 $ 0.1 Second Quarter International 6 — — 6 $ 1.3 $ 1.3 Total 6 — — 6 $ 1.3 $ 1.3 Third Quarter International — 1 — 1 $ 20.1 $ 20.1 Domestic — 6 — 6 107.7 107.7 Total — 7 — 7 $ 127.8 $ 127.8 Fourth Quarter Domestic — 1 — 1 $ 15.0 $ 15.0 Total — 1 — 1 $ 15.0 $ 15.0 2020 Total 6 8 1 15 $ 144.2 $ 144.2 Leases The Partnership evaluates whether an easement meets the definition of a lease under the new lease standard (“ASC 842”). The Partnership determines if an arrangement is a lease at the date of acquisition. The Partnership considers an arrangement to be a lease if it conveys the right to control the use of the leased site or ground space underneath a leased site for a period of time in exchange for consideration. While most of our leases are classified as operating leases in which the Partnership is the lessor, the Partnership is the lessee in an insignificant population of operating and finance leases that have recurring ground lease rental payments. The lease liability is the present value of the remaining minimum rental payments using each respective lease term and a corresponding incremental borrowing rate. We use a weighted-average discount rate of approximately 4.3%, which is the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. As of March 31, 2021 and December 31, 2020, the weighted-average remaining lease term is approximately 10 years The following table illustrates information about other lease related balances as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Operating leases: Right-of-use asset $ 10,587 $ 10,716 Operating lease liability 8,741 8,818 Finance leases: Right-of-use asset (1) $ 1,636 $ 1,229 Finance lease liability 77 — (1) Assets held under finance leases are recorded in Real property interests and are depreciated over the lease term. The following table represents the future minimum ground lease payments as of March 31, 2021 (in thousands): Operating Lease Finance Lease 2021 (nine months) $ 459 $ 7 2022 618 9 2023 630 9 2024 640 9 2025 652 9 Thereafter 11,668 48 Total future payments 14,667 91 Discount (5,926 ) (14 ) Total lease liability $ 8,741 $ 77 Developments During 2017, the Partnership started developing an ecosystem of technologies that provide smart enabled infrastructure including stealth towers and digital outdoor advertising kiosks across North America. Stealth towers are self-contained, neutral-host towers designed for wireless carrier and other wireless operator collocation. The stealth towers are designed for macro, mini macro and small cell deployments and will support Internet of Things (IoT), carrier densification needs, private LTE networks and other wireless solutions. During the fourth quarter of fiscal year 2018, the Partnership entered into an agreement with Dallas Area Rapid Transit (“DART”) to develop a smart media and communications platform which will include the deployment of content-rich kiosks and the Partnership’s smart enabled infrastructure As of March 31, 2021 and December 31, 2020, the Partnership’s $43.5 million and $44.8 million, respectively, of construction in progress balance primarily related to these projects. During the three months ended March 31, 2021, the Partnership deployed 89 DART kiosks for a total of $8.3 million. During the year ended December 31, 2020, the Partnership deployed two stealth towers, 112 DART kiosks and placed in service other assets for a total of $16.2 million. |
Real Property Interests
Real Property Interests | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Real Property Interests | 4. Real Property Interests The following table summarizes the Partnership’s real property interests (in thousands): March 31, 2021 December 31, 2020 Land $ 117,398 $ 117,421 Building and site improvements 169,487 169,275 Real property interests – perpetual 102,248 101,785 Real property interests – finite life 406,686 399,179 Real property interests – ROU asset finance lease 1,636 1,229 Total real property interests 680,057 671,468 Construction in progress 43,545 44,787 Total land and real property interests 841,000 833,676 Accumulated depreciation and amortization of real property interests (67,625 ) (63,474 ) Land and net real property interests $ 773,375 $ 770,202 Sales On June 17, 2020, the Partnership completed the sale of its interest in the consolidated joint venture that held its European outdoor advertising portfolio for a purchase price of £95 million. The sale of the European outdoor advertising portfolio met the criteria for discontinued operations. Accordingly, the related operating results are presented as income from discontinued operations on the consolidated statement of operations for prior period ( Note 8 Purchase Price Allocation The Partnership applies the asset acquisition method to all acquired investments of real property interests for transactions that meet the definition of an asset acquisition. The fair value of the assets acquired and liabilities assumed is typically determined by using Level III valuation methods. The most sensitive assumption is the discount rate used to discount the estimated cash flows from the real estate rights. For purposes of the computation of fair value assigned to the various tangible and intangible assets, the Partnership assigned discount rates ranging between 6% and 20% with a weighted average discount rate of 8.5%. The following table summarizes final allocations for acquisitions made during the three months ended March 31, 2021 and the year ended December 31, 2020 of estimated fair values of the assets acquired and liabilities assumed (in thousands). Investments in In-place real property lease ROU Lease Period Land interests intangibles asset liability Debt Total 2021 $ — $ — $ 22 $ 414 $ (77 ) $ — $ 359 2020 9,338 144,672 45 748 — (3,354 ) 151,449 Future estimated aggregate depreciation and amortization of finite lived real property interests for each of the five succeeding fiscal years and thereafter as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 13,549 2022 17,588 2023 16,246 2024 15,972 2025 15,972 Thereafter 430,857 Total $ 510,184 The weighted average remaining depreciation and amortization period for non‑perpetual real property interests is 38 years Impairments During the three months ended March 31, 2020, two of the Partnership’s real property interests were impaired and recognized impairment charges totaling $0.1 million. There was no impairment during the three months ended March 31, 2021. The carrying value of each impaired real property interest was determined to have a fair value of zero. |
Other Intangible Assets and Lia
Other Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Intangible Assets And Liabilities [Abstract] | |
Other Intangible Assets and Liabilities | 5. Other Intangible Assets and Liabilities The following table summarizes our identifiable intangible assets, including above/below‑market lease intangibles (in thousands): March 31, 2021 December 31, 2020 Acquired in-place lease Gross amount $ 26,836 $ 26,819 Accumulated amortization (10,500 ) (9,998 ) Net amount $ 16,336 $ 16,821 Acquired above-market leases Gross amount $ 6,562 $ 6,564 Accumulated amortization (4,090 ) (3,968 ) Net amount $ 2,472 $ 2,596 Total other intangible assets, net $ 18,808 $ 19,417 Acquired below-market leases Gross amount $ (16,779 ) $ (16,779 ) Accumulated amortization 11,053 10,698 Total other intangible liabilities, net $ (5,726 ) $ (6,081 ) We recorded net amortization of above‑ and below‑market lease intangibles of $0.2 million as an increase to rental revenue for the three months ended March 31, 2021, and $0.2 million as an increase to rental revenue, excluding amounts related to discontinued operations, for the three months ended March 31, 2020. We recorded amortization of in‑place lease intangibles of $0.5 million as amortization expense for the three months ended March 31, 2021, and $0.5 million as amortization expense, excluding amounts related to discontinued operations, for the three months ended March 31, 2020. Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of March 31, 2021 follows (in thousands): Acquired in-place leases Acquired above-market leases Acquired below-market leases 2021 (nine months) $ 1,487 $ 304 $ (1,020 ) 2022 1,913 344 (1,252 ) 2023 1,637 309 (809 ) 2024 1,522 285 (719 ) 2025 1,396 226 (420 ) Thereafter 8,381 1,004 (1,506 ) Total $ 16,336 $ 2,472 $ (5,726 ) |
Investments in Receivables
Investments in Receivables | 3 Months Ended |
Mar. 31, 2021 | |
Notes Receivable Net [Abstract] | |
Investments in Receivables | 6. Investments in Receivables Investments in receivables include financing arrangements and management agreements whereby we purchased the right to receive a portion of a rental payment under a contract but are not a party to the lease and do not have a real property interest. Additionally, certain lease arrangements of real property interests meet the definition of a financial asset and are included in investments in receivables in our financial statements. Investments in receivables also include arrangements with T‑Mobile whereby we purchased the right to retain a portion of a lease payment prior to passing the remainder to the property owner. The receivables are unsecured with payments collected over periods ranging from 2 to 99 years Interest income recognized on the receivables totaled $0.1 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. The following table reflects the activity in investments in receivables (in thousands): March 31, 2021 December 31, 2020 Investments in receivables – beginning $ 5,101 $ 5,653 Adoption of ASU 2016-13 — (53 ) Other — 7 Repayments (112 ) (506 ) Investments in receivables – ending $ 4,989 $ 5,101 Annual amounts due as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 813 2022 1,157 2023 1,260 2024 1,316 2025 780 Thereafter 4,701 Total $ 10,027 Interest $ 5,038 Principal 4,989 Total $ 10,027 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Venture | 7. Investment in Unconsolidated Joint Venture On September 24, 2018, the Partnership completed the formation of the unconsolidated JV. The Partnership contributed 545 tenant site assets to the unconsolidated JV that secured the Partnership’s $125.4 million Series 2018-1 secured notes (the “2018 Securitization”), in exchange for a 50.01% membership interest in the unconsolidated JV and $65.5 million in cash (the “Transaction”). The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV In addition to the contribution of assets, the JV assumed the 2018 Securitization on June 6, 2018 involving certain tenant sites and related property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class C, Class D and Class F Series 2018-1 Secured Notes (the “2018 Secured Notes”), in an aggregate principal amount of $125.4 million. The Class F notes are subordinated in right of payment to the Class D notes and the Class D notes are subordinated in right of payment to the Class C notes. The 2018 Secured Notes were issued at a discount of less than $0.1 million, which will be accreted and recognized as interest expense over the term of the secured notes. The Class C, Class D and Class F 2018 Secured Notes bear interest at a fixed note rate per annum of 3.97%, 4.70% and 5.92%, respectively The following table summarizes balance sheet information for the unconsolidated JV (in thousands): March 31, 2021 December 31, 2020 Total assets $ 246,969 $ 249,252 Total liabilities 124,084 124,034 Total equity 122,885 125,218 Total liabilities and equity $ 246,969 $ 249,252 The following table summarizes financial information for the unconsolidated JV (in thousands): Three Months Ended March 31, 2021 2020 Rental revenue $ 3,658 $ 3,575 Net income (loss) (1,378 ) 299 Partnership's share in net income (loss) (689 ) 150 Distributions declared to the Partnership 479 675 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 8. Discontinued Operations The following table presents income from discontinued operations in connection with the sale of the European outdoor advertising portfolio (in thousands): Three Months Ended March 31, 2020 Revenue Rental revenue from discontinued operations $ 1,857 Expenses Property operating 222 General and administrative 124 Acquisition-related 310 Depreciation and amortization 290 Total expenses from discontinued operations 946 Other income and expenses Interest and other income 57 Interest expense (403 ) Unrealized loss on derivatives (1,088 ) Foreign currency transaction gain 3,363 Total other income and expenses from discontinued operations 1,929 Income from discontinued operations before income tax expense 2,840 Income tax expense 185 Income from discontinued operations $ 2,655 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The following table summarizes the Partnership’s debt (in thousands): Outstanding Balance Maturity Date March 31, 2021 December 31, 2020 Revolving credit facility November 15, 2023 $ 218,200 $ 214,200 PACE Special Assessment loan February 14, 2038 $ 3,397 $ 3,480 4.38% senior secured notes June 30, 2036 37,209 37,686 Series 2019-1 Class A 3.90% January 14, 2027 170,000 170,000 Series 2017-1 Class A 4.10% November 15, 2022 (1) 55,849 56,676 Series 2017-1 Class B 3.81% November 15, 2022 (1) 16,717 16,816 Secured Notes 283,172 284,658 Discount on Secured Notes (737 ) (831 ) Deferred loan costs (4,017 ) (4,150 ) Secured Notes, net $ 278,418 $ 279,677 (1) Maturity date reflects anticipated repayment date; final legal maturity is November 15, 2047. Revolving Credit Facility The Partnership’s revolving credit facility with Truist Bank, as administrative agent, and a syndicate of lenders will mature on November 15, 2023 and will be available for working capital, capital expenditures, permitted acquisitions and general partnership purposes, including distributions. On November 15, 2018, the Partnership completed its Third Amended and Restated Credit Facility and obtained commitments from a syndicate of banks with initial borrowing commitments of $450.0 million for five-years Loans under the revolving credit facility bear interest at a rate equal to the applicable London Inter Bank Offering Rate (“LIBOR”) related to the currency for which borrowings are denominated, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). As of March 31, 2021, the applicable spread was 2.25%. Additionally, under the revolving credit facility we will be subject to an annual commitment fee (determined based on leverage levels) associated with the available undrawn capacity subject to certain restrictions. As of March 31, 2021, the applicable annual commitment rate used was 0.20%. The revolving credit facility requires monthly interest payments and the outstanding debt balance is due upon maturity on November 15, 2023. As of March 31, 2021, $218.2 million was outstanding and $231.8 million of undrawn borrowing capacity under the revolving credit facility (including standby letter of credit arrangements of $5.8 million), subject to compliance with various financial covenants. As of March 31, 2021, the Partnership was in compliance with all financial covenants required under the revolving credit facility. Secured Notes On January 15, 2020, certain subsidiaries of the Partnership entered into a master note purchase and participation agreement (“MNPPA”) pursuant to which such subsidiaries issued and sold an initial $170 million aggregate principal amount of 3.90% series A senior secured notes in a private placement (the “2019 Secured Notes”). The 2019 Secured Notes mature on January 14, 2027 and include an interest-only initial term of three years. The net proceeds were used to repay in full the 2016 Secured Notes by $108 million and the revolving credit facility by $59 million. In connection with the issuance of the senior secured notes, the Partnership obtained a standby letter of credit arrangement totaling $3.4 million. On April 24, 2018, the Partnership entered into a note purchase and private shelf agreement (“Note Purchase Agreement”) pursuant to which the Partnership agreed to sell an initial $43.7 million aggregate principal amount of 4.38% senior secured notes, in a private placement (the “4.38% Senior Secured Notes”) involving a segregated pool of renewable power generation sites and related property interests. The 4.38% Senior Secured Notes are fully amortized through June 30, 2036. We used all the net proceeds of $41.0 million to repay a portion of the borrowings under our revolving credit facility. In connection with the issuance of the 4.38% Senior Secured Notes, the Partnership obtained a standby letter of credit arrangement totaling $2.4 million. On November 30, 2017, the Partnership completed a securitization transaction (the “2017 Securitization”) involving certain outdoor advertising tenant sites and related property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class A and Class B Series 2017-1 Secured Notes (the “2017 Secured Notes”), in an aggregate principal amount of $80.0 million. The Class B notes are subordinated in right of payment to the Class A notes. The 2017 Secured Notes were issued at a discount of $1.8 million, which will be accreted and recognized as interest expense over the term of the secured notes. The Class A and Class B 2017 Secured Notes bear interest at a fixed note rate per annum of 4.10% and 3.81%, respectively. The secured notes described above are collectively referred to as the “Secured Notes” and the tenant site assets securing the Secured Notes are collectively referred to as the “Secured Tenant Site Assets.” The Secured Notes are secured by (1) mortgages and deeds of trust on substantially all of the Secured Tenant Site Assets and their operating cash flows, (2) a security interest in substantially all of the personal property of the obligors (as defined in the applicable indenture), and (3) the rights of the obligors under a management agreement. Under the terms of the applicable indenture, amounts due under the Secured Notes will be paid solely from the cash flows generated from the operation of the Secured Tenant Site Assets, as applicable, which must be deposited into reserve accounts, and thereafter distributed solely pursuant to the terms of the applicable indenture. On a monthly basis, after payment of all required amounts under the applicable indenture, subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the Partnership. As of March 31, 2021 and December 31, 2020 , $3.3 million and $ 3.2 million was held in such reserve accounts which are classified as Restricted Cash on the accompanying consolidated balance sheets. The Partnership is subject to covenants customary for notes issued in rated securitizations. Among other things, the obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets (as defined in the applicable agreement). Under the terms of the applicable indenture, the obligors will be permitted to issue additional notes under certain circumstances, including so long as the debt service coverage ratio (“DSCR”) of the issuer is at least 1.5x to 1.0x for the 2019 Secured Notes and at least 2.0x to 1.0x for the 2017 Secured Notes. As of March 31, 2021, the Partnership was in compliance with all financial covenants under the Secured Notes. Other Secured Debt On September 25, 2020, the Partnership assumed a Property Assessed Clean Energy (“PACE”) Special Assessment bond of $3.5 million in connection with a data center acquisition during the third quarter of 2020. The financing agreement is a previous owner-arranged financing agreement dated July 1, 2018 in which PACE bonds were issued by local municipality to the then current property owner for the purpose of financing energy efficiency improvements to the property. These bonds are secured by the property and mature on over the term. The Partnership has assumed the secured debt, which is included in secured notes, net in the Consolidated Balance Sheet. The secured notes’ annual principal payment amounts due as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 4,673 2022 (1) 72,527 2023 6,946 2024 7,293 2025 7,619 Thereafter (1) 184,114 Total $ 283,172 (1) Reflects anticipated repayment dates Interest Expense The Partnership incurred interest expense of $5.0 million and $4.3 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021 and December 31, 2020, the Partnership had interest payable of $0.3 million, respectively. Additionally, the Partnership recorded amortization of deferred loan costs and discount on secured notes, which is included in interest expense, of $0.6 million for the three months ended March 31, 2021 and 2020, respectively. |
Interest Rate Swap Agreements
Interest Rate Swap Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Agreements | 10. Interest Rate Swap Agreements The following table summarizes the terms and fair value of the Partnerships’ interest rate swap agreements (in thousands, except percentages): Date Notional Fixed Effective Maturity Fair Value Asset (Liability) at Entered Value Rate Index Date Date March 31, 2021 December 31, 2020 June 12, 2017 $ 50,000 2.10 % 1-month USD LIBOR 3/2/2018 9/2/2024 $ (2,673 ) $ (3,381 ) September 29, 2020 60,000 0.18 1-month USD LIBOR 9/30/2020 11/15/2023 239 (9 ) December 30, 2020 40,000 0.21 1-month USD LIBOR 12/30/2020 11/15/2023 123 (45 ) $ (2,311 ) $ (3,435 ) During the three months ended March 31, 2021 and 2020, the Partnership recorded a gain of $1.1 million and a loss of $6.2 million, respectively, resulting from the change in fair value of the interest rate swap agreements, which is reflected as an unrealized gain (loss) on derivative financial instruments on the consolidated statements of operations. In June 2020, the Partnership used proceeds from the sale of the European outdoor advertising portfolio to terminate certain interest rate swap agreements for approximately $7.6 million including approximately $3.3 million for the GBP denominated interest rate swap agreement with a notional value of £38 million. As such, foreign currency transaction gain resulting from the changes in exchange rates affecting mark-to-market adjustments on the GBP interest rate swap agreement was reclassified to discontinued operations for prior period ( Note 8 The fair values of the interest rate swap agreements are derived based on Level 2 inputs. To illustrate the effect of movements in the interest rate market, the Partnership performed a market sensitivity analysis on its outstanding interest rate swap agreements. The Partnership applied various basis point spreads to the underlying interest rate curve of the derivative in order to determine the instrument’s change in fair value at March 31, 2021. The following table summarizes the fair value of the interest rate swaps as a result of the analysis performed (in thousands): The Fair Value As a Result of Changes in Interest Rates Date Entered Maturity Date +50 Basis Points -50 Basis Points +100 Basis Points -100 Basis Points June 12, 2017 9/2/2024 $ (1,904 ) $ (3,607 ) $ (1,078 ) $ (4,485 ) September 29, 2020 11/15/2023 988 (525 ) 1,728 (1,300 ) December 30, 2020 11/15/2023 623 (387 ) 1,116 (904 ) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | 11. Equity The table below summarizes changes in the number of units outstanding (in units): Mezzanine Equity - Series A Series B Series C Common Preferred Preferred Preferred Balance as of December 31, 2019 25,353,140 1,722,041 2,544,793 1,988,700 Issuance under ATM Programs 109,724 23,287 84,139 — Unit-based compensation 7,368 — — — Balance as of March 31, 2020 25,470,232 1,745,328 2,628,932 1,988,700 Balance as of December 31, 2020 25,478,042 1,788,843 2,628,932 1,982,700 Unit-based compensation 10,950 — — — Balance as of March 31, 2021 25,488,992 1,788,843 2,628,932 1,982,700 On December 4, 2019, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on January 30, 2020 and permits us to issue and sell, from time to time, common and preferred units representing limited partner interests in us, and debt securities up to an aggregate amount of $750.0 million. Common Units On May 3, 2019, the Partnership established a Common Unit at-the-market offering program (the “2019 Common Unit ATM Program”) pursuant to which we may sell, from time to time, Common Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2019 Common Unit ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the three months ended March 31, 2020, 109,724 Common Units were issued under the 2019 Common Unit ATM Program generating proceeds of approximately $1.8 million before issuance costs. On February 28, 2020, the Partnership replaced the 2019 Common Unit ATM Program and established a new Common Unit at-the-market offering program (the “2020 Common Unit ATM Program”) pursuant to which we may sell, from time to time, Common Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2020 Common Unit ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. No Preferred Units On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “2017 Series B ATM Program”) pursuant to which we may sell, from time to time, Series B Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2017 Series B ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the three months ended March 31, 2020 On May 3, 2019, the Partnership established a Series A Preferred Unit at-the-market offering program (the “2019 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2019 Series A ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the three months ended March 31, 2020 On February 28, 2020, the Partnership replaced the 2019 Series A ATM Program and established a new Series A Preferred Unit at-the-market offering program (the “2020 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2020 Series A ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. No On February 28, 2020, the Partnership replaced the 2017 Series B ATM Program and established a new Series B Preferred Unit at-the-market offering program (the “2020 Series B ATM Program”) pursuant to which we may sell, from time to time, Series B Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the 2020 Series B ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. No Series B Preferred Units were issued under the 2020 Series B ATM Program during the three months ended March 31, 2021 and 2020, respectively The Common Units ATM programs, the Series A ATM programs and the Series B ATM programs described above are collectively referred to the “ATM Programs.” Mezzanine Equity On April 2, 2018, the Partnership completed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (“Series C Preferred Units” and together with the Series A Preferred Units and the “Preferred Units”), representing limited partner interest in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $47.5 million after deducting underwriters’ discounts and offering expenses paid by us of $2.5 million. We used substantially all net proceeds to repay a portion of the borrowings under our revolving credit facility. In connection with the closing of the Series C Preferred Units offering, the Partnership executed the Fourth Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Amended Partnership Agreement”) for the purpose of defining the preferences, rights, powers and duties of holders of the Series C Preferred Units. Distributions on the Series C Preferred Units are cumulative from the date of original issue and will be payable quarterly in arrears on the 15th day of February, May, August and November of each year, when, as and if declared by the board of directors of our General Partner. The initial distribution on the Series C Preferred Units was paid on May 15, 2018 in an amount equal to $0.2090 per unit. Distributions accruing from, and including, the date of original issuance and to, but excluding May 15, 2025 will accrue at an annual rate equal to the greater of (i) 7.00% per annum, and (ii) the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. Distributions accruing on and after May 15, 2025 will accrue at 9.00% per annum of the stated liquidation preference. Holders of Series C Preferred Units, at their option, may, at any time and from time to time, convert some or all of their Series C Preferred Units based on an initial conversion rate of 1.3017 common units per Series C Preferred Unit. In the event of a fundamental change, holders of the Series C Preferred Units, at their option, may convert some or all of their Series C Preferred Units into the greater of (i) a number of common units plus a make-whole premium and (ii) a number of common units equal to the lessor of (a) the liquidation preference divided by the market value of our common units on the effective date of such fundamental change and (b) 11.13 (subject to adjustments). On May 15, 2025, May 15, 2028, and each subsequent five-year At any time on or after May 20, 2025, the Partnership shall have the option to redeem the Series C Preferred Units, in whole or in part, at a redemption price of $25.00 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. The Partnership has classified the Series C Preferred Units as mezzanine equity in the accompanying consolidated balance sheets based upon the terms and conditions of the holder’s redemption option. Issuance costs related to the Series C Preferred Units classified as mezzanine equity are initially recorded as a reduction of the units’ balances and accreted up to the redemption value. No Series C Preferred Units were converted during the three months ended March 31, 2021 and 2020, respectively. Distributions The table below summarizes the quarterly distributions related to our quarterly financial results: Total Distribution Distribution Quarter Ended Declaration Date Distribution Date Per Unit (in thousands) Common Units March 31, 2020 April 21, 2020 May 15, 2020 $ 0.2000 $ 5,096 June 30, 2020 July 24, 2020 August 14, 2020 0.2000 5,096 September 30, 2020 October 23, 2020 November 13, 2020 0.2000 5,096 December 31, 2020 January 22, 2021 February 12, 2021 0.2000 5,098 March 31, 2021 April 23, 2021 May 14, 2021 0.2000 5,098 Series A Preferred Units March 31, 2020 March 20, 2020 April 15, 2020 $ 0.5000 $ 873 June 30, 2020 June 19, 2020 July 15, 2020 0.5000 873 September 30, 2020 September 18, 2020 October 15, 2020 0.5000 893 December 31, 2020 December 22, 2020 January 15, 2021 0.5000 894 March 31, 2021 March 19, 2021 April 15, 2021 0.5000 894 Series B Preferred Units March 31, 2020 April 20, 2020 May 15, 2020 $ 0.4938 $ 1,298 June 30, 2020 July 22, 2020 August 17, 2020 0.4938 1,298 September 30, 2020 October 22, 2020 November 16, 2020 0.4938 1,298 December 31, 2020 January 21, 2021 February 16, 2021 0.4938 1,298 March 31, 2021 April 22, 2021 May 17, 2021 0.4938 1,298 Series C Preferred Units March 31, 2020 April 20, 2020 May 15, 2020 $ 0.4375 $ 867 June 30, 2020 July 22, 2020 August 17, 2020 0.4375 867 September 30, 2020 October 22, 2020 November 16, 2020 0.4375 867 December 31, 2020 January 21, 2021 February 16, 2021 0.4375 867 March 31, 2021 April 22, 2021 May 17, 2021 0.4375 867 |
Net Income (Loss) Per Limited P
Net Income (Loss) Per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Net Income (Loss) Per Limited Partner Unit | 12. Net Income (Loss) Per Limited Partner Unit The General Partner’s incentive distribution rights meet the definition of a participating security and therefore we are required to compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Amended Partnership Agreement. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of net income (loss) per unit. Net income (loss) per unit applicable to limited partners is computed by dividing limited partners’ interest in net income (loss), after deducting any Preferred Unit distributions and General Partner incentive distributions, by the weighted-average number of outstanding common units. Diluted net income (loss) per unit includes the effects of potentially dilutive units on our common units. Prior period amounts have been revised to reflect classification of the European outdoor advertising portfolio as a discontinued operation. The calculation of the undistributed net income (loss) attributable to common unitholders for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Income (loss) from continuing operations $ 5,951 $ (4,027 ) Less: Net income attributable to noncontrolling interest 8 8 Income (loss) from continuing operations attributable to limited partners 5,943 (4,035 ) Income from discontinued operations, net of tax — 2,655 Net income (loss) attributable to limited partners 5,943 (1,380 ) Less: Distributions declared on Preferred Units (3,060 ) (3,060 ) Accretion of Series C preferred units (94 ) (97 ) Net income (loss) attributable to common unitholders 2,789 (4,537 ) Distributions declared on common units (5,098 ) (5,096 ) Undistributed net loss (2,309 ) (9,633 ) Undistributed income from discontinued operations — 2,655 Undistributed loss from continuing operations $ (2,309 ) $ (12,288 ) The calculation of net income per common unit for the three months ended March 31, 2021 and 2020 is as follows (in thousands, except per unit data): Three Months Ended March 31, 2021 2020 Distributions declared $ 5,098 $ 5,096 Undistributed net loss from continuing operations (2,309 ) (12,288 ) Income (loss) from continuing operations attributable to common units - basic 2,789 (7,192 ) Income from discontinued operations attributable to common units - basic — 2,655 Net (loss) income attributable to common units - basic 2,789 (4,537 ) Income (loss) from continuing operations attributable to common units - diluted 2,789 (7,192 ) Income from discontinued operations attributable to common units - diluted — 2,655 Net income (loss) attributable to common units - diluted $ 2,789 $ (4,537 ) Weighted-average units outstanding: Basic 25,489 25,461 Diluted 25,489 25,461 Income (loss) from continuing operations per common unit: Basic $ 0.11 $ (0.28 ) Diluted (1) $ 0.11 $ (0.28 ) Income from discontinued operations per common unit: Basic $ — $ 0.10 Diluted (1) $ — $ 0.10 Net income (loss) per common unit: Basic $ 0.11 $ (0.18 ) Diluted (1) $ 0.11 $ (0.18 ) (1) Diluted earnings per unit takes into account the potential dilutive effect of common units that could be issued by the Partnership in conjunction with the Series C Preferred Units conversion features. Potential common unit equivalents are anti-dilutive for the three months ended March 31, 2021 and 2020 and, as a result, have been excluded in the determination of diluted earnings per common unit. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 13. Fair Value of Financial Instruments The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Partnership’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transaction will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non‑orderly trades. The Partnership evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of assets and liabilities for which it is practicable to estimate the fair value: Cash and cash equivalents, rent receivables, net and accounts payable and accrued liabilities : The carrying values of these balances approximate their fair values because of the short‑term nature of these instruments. Revolving credit facility : The fair value of the Partnership’s revolving credit facility is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan‑to‑value ratio, type of collateral and other credit enhancements. Additionally, since a quoted price in an active market is generally not available for the instrument or an identical instrument, the Partnership measures fair value using a valuation technique that is consistent with the principles of fair value measurement which typically considers what management believes is a market participant rate for a similar instrument. The Partnership classifies these inputs as Level 3 inputs. The fair value of the Partnership’s revolving credit facility is considered to approximate the carrying value because the interest payments are based on LIBOR rates that reset every month. Secured Notes : The Partnership determines fair value of its secured notes utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information. Quotes from brokers require judgment and are based on the brokers’ interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Investments in receivables : The Partnership’s investments in receivables are presented in the accompanying consolidated balance sheets at their amortized cost net of recorded reserves and not at fair value. The fair values of the receivables were estimated using an internal valuation model that considered the expected cash flow of the receivables and estimated yield requirements by market participants with similar characteristics, including remaining loan term, and credit enhancements. The Partnership classifies these inputs as Level 3 inputs. Interest rate swap agreements : The Partnership’s interest rate swap agreements are presented at fair value on the accompanying consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable and unobservable inputs. A majority of the inputs are observable with the only unobservable inputs relating to the lack of performance risk on the part of the Partnership or the counter party to the instrument. As such, the Partnership classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market‑based inputs, including the interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risk to the contracts, are incorporated in the fair values to account for potential nonperformance risk. The table below summarizes the carrying amounts and fair values of financial instruments which are not carried at fair value on the face of the financial statements (in thousands): March 31, 2021 December 31, 2020 Carrying amount Fair Value Carrying amount Fair Value Investment in receivables, net $ 4,989 $ 5,050 $ 5,101 $ 5,105 Revolving credit facility 218,200 218,200 214,200 214,200 Secured Notes, net 278,418 289,174 279,677 298,097 Disclosure of the fair values of financial instruments is based on pertinent information available to the Partnership as of the period end and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Partnership’s estimate of value at a future date could be materially different. As of March 31, 2021 and December 31, 2020, the Partnership measured the following assets at fair value on a recurring basis (in thousands): March 31, 2021 December 31, 2020 Derivative Assets (1) $ 362 $ — Derivative Liabilities (1) 2,673 3,435 (1) Fair value is calculated using level 2 inputs. Level 2 inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑derived valuations in which significant inputs and significant value drivers are observable in active markets. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 14. Related‑Party Transactions General and Administrative Reimbursement Under the Amended Partnership Agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended Omnibus Agreement with Landmark (“Omnibus Agreement”), which was amended on January 30, 2019, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Amended Partnership Agreement. Under the amended Omnibus Agreement, we are required to reimburse Landmark for expenses related to certain general and administrative services Landmark provides 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 reimbursed by Landmark and reflected on our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reflected in our financial statements as a capital contribution 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 the amount of general and administrative expenses. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates During the , less than $0.1 million and $0.1 million, respectively, of management fees related to our unconsolidated joint venture that is not subject to the cap and is treated as a capital contribution from Sponsor. Patent License Agreement We entered into a Patent License Agreement (“License Agreement”) with American Infrastructure Funds, LLC (“AIF”), an affiliate of the controlling member of Landmark. Under the License Agreement, AIF granted us a nonexclusive, perpetual license to practice certain patented methods related to the apparatus and method for combining easements under a master limited partnership. We have agreed to pay AIF a license fee of $50,000 for the second year of the License Agreement, and thereafter, an amount equal to the greater of (i) one‑tenth of one percent (0.1%) of our gross revenue received during such contract year; or (ii) $100,000. During the three months ended March 31, 2021 and 2020, we incurred $25,000 of license fees related to the AIF patent license agreement, respectively. Secured Tenant Site Assets’ Management Fee In connection with the issuance of the Secured Notes, the Partnership entered into applicable management agreements with the General Partner. Pursuant to the applicable management agreements, our General Partner will perform those functions reasonably necessary to maintain, manage and administer the Secured Tenant Site Assets for a monthly management fee equal to 1.5% of the Secured Tenant Site Assets’ operating revenue, as defined by the applicable management agreements for the 2017 secured notes, 0.5% of operating revenue for the 4.38% senior secured notes and 2% of gross revenue for the 2019 secured notes. The Secured Tenant Site Assets’ management fee to Landmark will be treated as a capital distribution to Landmark. Landmark will reimburse us for the fees paid with the reimbursement treated as a capital contribution. We incurred less than $0.1 million of Secured Tenant Site Assets’ management fees during the three months ended March 31, 2021 and 2020, respectively. In connection with the formation of the unconsolidated JV, the JV assumed the 2018 Secured Notes. Pursuant to the applicable management agreement, our General Partner will perform those functions reasonably necessary to maintain, manage and administer the 2018 Secured Tenant Site Assets for a monthly management fee equal to 1.5% of the Secured Tenant Site Assets’ operating revenue, subject to a maximum of $46 per tenant site asset. Landmark will reimburse us for the management fees paid by the unconsolidated JV with the reimbursement treated as a capital contribution. For the three months ended March 31, 2021 and 2020, the unconsolidated JV incurred $0.1 million of management fees, respectively. Acquisition of Real Property Interests In connection with third party acquisitions, Landmark will be obligated to provide acquisition services to us, including asset identification, underwriting and due diligence, negotiation, documentation and closing, at the reasonable request of our General Partner, but we are under no obligation to utilize such services. We will pay Landmark reasonable fees, as mutually agreed to by Landmark and us, for providing these services. These fees will not be subject to the cap on general and administrative expenses described above. There were no such fees incurred during the three months ended March 31, 2021 and 2020, respectively Incentive Distribution Rights Cash distributions will be made to our General Partner in respect of its ownership of all IDRs, which entitle our General Partner to receive increasing percentages, up to a maximum of 50%, of the available cash we distribute from operating surplus (as defined in our Amended Partnership Agreement) in excess of $0.2875 per unit per quarter. There were no incentive distributions and incentive allocations for the three months ended March 31, 2021 and 2020, respectively. Due from Affiliates At March 31, 2021 and December 31, 2020, the General Partner and its affiliates owed $2.1 million and $1.3 million, respectively, to the Partnership primarily for the current quarter general and administrative reimbursement, unconsolidated JV management fees and for rents received on our behalf, offset by rents received on behalf of the unconsolidated JV. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information Prior to June 30, 2020, the Partnership had the following three reportable segments: (i) wireless communication, (ii) outdoor advertising, and (iii) renewable power generation. Prior period amounts have been revised to reflect classification of the European outdoor advertising portfolio as a discontinued operation. Consequently, an evaluation of segment reporting thresholds resulted in changes in our segment presentation for all prior periods presented. As of June 30, 2020, the Partnership had the following four reportable segments: (i) wireless communication, (ii) digital infrastructure, (iii) outdoor advertising, and (iv) renewable power generation for all periods presented. The Partnership’s wireless communication segment consists of leasing infrastructure and real property interests and providing financing to companies in the wireless communication industry in the United States, Canada, and Australia. The Partnership’s outdoor advertising segment consists of leasing real property interests to companies in the outdoor advertising industry in the United States, Canada and Australia. The Partnership’s renewable power generation segment consists of leasing real property interests and providing financing to companies in the renewable power industry in the United States. The Partnership’s digital infrastructure segment consists of leasing real property interests to companies in the digital infrastructure industry in the United States and Canada. Items that are not included in any of the reportable segments are included in the corporate category. The reportable segments are strategic business units that offer different products and services. They are commonly managed as all four businesses require similar marketing and business strategies. Because our tenant lease arrangements are mostly effectively triple net , we evaluate our segments based on revenue. We believe this measure provides investors relevant and useful information because it is presented on an unlevered basis. The statements of operations for the reportable segments are as follows: For the three months ended March 31, 2021 (in thousands): Renewable Wireless Digital Outdoor Power Communication Infrastructure Advertising Generation Corporate Total Revenue Rental revenue $ 6,650 $ 4,850 $ 3,831 $ 1,953 $ — $ 17,284 Expenses Property operating 46 244 387 35 — 712 General and administrative — — — — 1,481 1,481 Acquisition-related — — — — 88 88 Depreciation and amortization 1,771 1,261 1,525 123 — 4,680 Total expenses 1,817 1,505 1,912 158 1,569 6,961 Total other income and expenses (640 ) (63 ) — 20 (3,799 ) (4,482 ) Net income (loss) before income tax benefit 4,193 3,282 1,919 1,815 (5,368 ) 5,841 Income tax benefit — — — — (110 ) (110 ) Net income (loss) $ 4,193 $ 3,282 $ 1,919 $ 1,815 $ (5,258 ) $ 5,951 For the three months ended March 31, 2020 (in thousands): Renewable Wireless Digital Outdoor Power Communication Infrastructure Advertising Generation Corporate Total Revenue Rental revenue $ 6,325 $ 1,557 $ 4,019 $ 1,920 $ — $ 13,821 Expenses Property operating 107 135 211 56 — 509 General and administrative — — — — 1,488 1,488 Acquisition-related — — — — 5 5 Depreciation and amortization 1,922 561 999 120 — 3,602 Impairments — — 82 — — 82 Total expenses 2,029 696 1,292 176 1,493 5,686 Total other income and expenses 155 — — 18 (12,580 ) (12,407 ) Income (loss) from continuing operations before income tax benefit 4,451 861 2,727 1,762 (14,073 ) (4,272 ) Income tax benefit — — — — (245 ) (245 ) Income (loss) from continuing operations 4,451 861 2,727 1,762 (13,828 ) (4,027 ) Income from discontinued operations, net of tax — — 2,655 — — 2,655 Net income (loss) $ 4,451 $ 861 $ 5,382 $ 1,762 $ (13,828 ) $ (1,372 ) The Partnership’s total assets by segment were (in thousands): March 31, 2021 December 31, 2020 Segments Wireless communication $ 351,647 $ 354,457 Digital infrastructure 216,042 216,849 Outdoor advertising 210,016 204,990 Renewable power generation 99,545 99,881 Corporate assets 18,334 18,601 Total assets $ 895,584 $ 894,778 The following table represents the Partnership’s rental revenues by geographic location. Prior period amounts have been revised to exclude discontinued operations (in thousands): Three Months Ended March 31, 2021 2020 United States $ 16,354 $ 13,518 Australia 375 284 Canada 555 19 Total rental revenue $ 17,284 $ 13,821 The following table represents the Partnership’s total assets by geographic location (in thousands). March 31, 2021 December 31, 2020 United States $ 850,674 $ 852,088 Australia 17,378 17,533 Canada 27,532 25,157 Total assets $ 895,584 $ 894,778 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies The Partnership’s commitments and contingencies include customary claims and obligations incurred in the normal course of business. In the opinion of management, these matters will not have a material effect on the Partnership’s consolidated financial position. There has been consolidation in the wireless communication industry historically that has led to certain lease terminations. The past consolidation in the wireless industry has led to rationalization of wireless networks and reduced demand for tenant sites. On April 1, 2020, T-Mobile and Sprint completed their merger. Significant consolidation among our tenants in the wireless communication industry (or our tenants’ sub‑lessees) may result in the decommissioning of certain existing communications sites, because certain portions of these tenants’ (or their sub‑lessees’) networks may be redundant. The impact of any future consolidation in the wireless communication industry and the termination of additional leases in our portfolio would result in lower rental revenue and may lead to impairment of our real property interests or other adverse effects to our business. As of March 31, 2021, the Partnership had approximately $63.1 million of real property interests subject to subordination to lenders of the underlying property. To the extent a lender forecloses on a property the Partnership would take impairment charges for the book value of the asset and no longer be entitled to the revenue associated with the asset. Substantially all of our tenant sites are subject to triple net or effectively triple-net lease arrangements, which require the tenant or the underlying property owner to pay all utilities, property taxes, insurance and repair and maintenance costs. Our overall financial results could be impacted to the extent the owners of the fee interest in the real property or our tenants do not satisfy their obligations. |
Tenant Concentration
Tenant Concentration | 3 Months Ended |
Mar. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Tenant Concentration | 17. Tenant Concentration For the three months ended March 31, 2021 and 2020, the Partnership had the following tenant revenue concentrations. Prior period concentrations have been revised to exclude discontinued operations: Three Months Ended March 31, Tenant 2021 2020 T-Mobile (1) 12.3 % 15.0 % Sungard 11.0 % 4.2 % Clear Channel 10.1 % 13.5 % (1) On April 1, 2020, T-Mobile and Sprint completed their merger. As a result, prior year concentrations for T-Mobile and Sprint have been combined to reflect the merger. Most tenants are subsidiaries of these companies but have been aggregated for purposes of showing revenue concentration. Financial information for publicly traded companies can be found at www.sec.gov. The loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our customers or otherwise may result in (1) a material decrease in our revenue, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, wireless infrastructure assets, site rental contracts or customer relationships intangible assets, or (4) other adverse effects to our business. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 18. Supplemental Cash Flow Information Noncash investing and financing activities for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 Capital contribution to fund general and administrative expense reimbursement $ 938 $ 1,101 Distributions payable to preferred unitholders 1,836 1,819 Accretion of Series C preferred units 94 97 Purchase price for acquisitions and development activities included in accounts payable and accrued liabilities 1,085 500 Initial recognition of lease liabilities related to right of use assets 77 — Declared distributions receivable from the unconsolidated joint venture — (675 ) Adoption of ASU 2016-13 — (76 ) Net cash provided by operating activities of discontinued operations — 8,555 Net cash used in investing activities of discontinued operations — (3,197 ) Net cash used in financing activities of discontinued operations — (4 ) Cash flows related to interest and income taxes paid were as follows (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for interest $ 4,339 $ 4,412 Capitalized interest 356 657 Income taxes paid 76 312 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidated Financial Statements | Basis of Presentation and Principles of Consolidated Financial Statements On an ongoing basis, we evaluate each legal entity that is not wholly owned by us in accordance with the consolidation guidance. The accompanying consolidated financial statements include the accounts of the Partnership, its wholly-owned subsidiaries and those entities in which it has a controlling interest. Investments in entities that the Partnership does not control are accounted for using the equity or cost method, depending upon the Partnership’s ability to exercise significant influence over operating and financial policies. The unaudited interim consolidated financial statements have been prepared in conformity with GAAP as established by the Financial Accounting Standards Board (the “FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under the Accounting Standards Updates (“ASUs”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the unaudited financial information set forth therein. Financial information for the three months ended March 31, 2021 and 2020 included in these Notes to the Consolidated Financial Statements is derived from our unaudited financial statements. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Certain reclassifications have been made to the prior period's consolidated financial statements to conform to the current period presentation, in the Consolidated Statement of Operations and all related notes in which prior periods have been retrospectively adjusted to reflect the classification of the operations of the European outdoor advertising portfolio to discontinued operations. All references to tenant sites are outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the public company accounting oversight board (U.S.). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Partnership is generally not subject to federal, state or local income taxes, except for our subsidiary Landmark Infrastructure Asset OpCo LLC (“Asset OpCo”) and our foreign subsidiaries. Each limited partner is responsible for the tax liability, if any, related to its proportionate share of the Partnerships’ taxable income or loss. Asset OpCo conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes. Asset OpCo and certain consolidated foreign subsidiaries of the Partnership conduct certain activities in international locations that generate taxable income and will be treated as taxable entities. Additionally, our consolidated REIT subsidiary, Landmark Infrastructure Inc., a Delaware corporation, files as a corporation for U.S. federal income tax purposes. The REIT Subsidiary has elected to be treated as a REIT and we believe that it has operated in a manner that has allowed the REIT Subsidiary to qualify as a REIT for federal income tax purposes, and the REIT Subsidiary intends to continue operating in such manner. If the REIT Subsidiary fails to qualify as a REIT in any taxable year, and is unable to avail itself of certain savings provisions, all of its taxable income would be subject to federal income tax at regular corporate rates. The Partnership may also be subject to various non-income taxes, filing fees, and franchise taxes in various states that are reflected in operating expenses. The Partnership follows the requirements of ASC Topic 740, Income Taxes |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture The Partnership accounts for its investment in an unconsolidated joint venture using the equity method of accounting. Under the equity method, the investment is initially recorded at fair value and subsequently adjusted for distributions and the Partnership’s proportionate share of equity in the joint venture’s income (loss). The Partnership recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture as equity income (loss) from unconsolidated joint venture on the consolidated statements of operations. On a quarterly basis, the Partnership evaluates its investment in an unconsolidated joint venture for other-than-temporary impairments. |
Discontinued Operations | Discontinued Operations If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Partnership’s operations and financial results, the operating profits or losses of the component disposed of by sale or when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations. On June 17, 2020, the Partnership completed the sale of its interest in the consolidated joint venture that held its European outdoor advertising portfolio for a purchase price of £95 million. As a result, the sale of the European outdoor advertising portfolio represented a strategic shift that had a major effect on the Partnership’s operations and financial results and met the criteria as discontinued operations in June 2020. Accordingly, for prior period presented, the related operating results, including interest expense and unrealized loss on the interest rate swap agreement denominated in GBP, are presented as income from discontinued operations on the consolidated statement of operations ( Note 8 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Changes to GAAP are established by the FASB in the form of ASUs to the FASB’s ASC. The Partnership considers the applicability and impact of all ASUs. Newly issued ASUs are not expected to have a material impact on its consolidated financial position and results of operations because either the ASU is not applicable, or the impact is expected to be immaterial. |
Acquisitions and Developments (
Acquisitions and Developments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Information about Other Lease Related Balances | The following table illustrates information about other lease related balances as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Operating leases: Right-of-use asset $ 10,587 $ 10,716 Operating lease liability 8,741 8,818 Finance leases: Right-of-use asset (1) $ 1,636 $ 1,229 Finance lease liability 77 — (1) Assets held under finance leases are recorded in Real property interests and are depreciated over the lease term. |
Schedule of Future Minimum Ground Lease Payments | The following table represents the future minimum ground lease payments as of March 31, 2021 (in thousands): Operating Lease Finance Lease 2021 (nine months) $ 459 $ 7 2022 618 9 2023 630 9 2024 640 9 2025 652 9 Thereafter 11,668 48 Total future payments 14,667 91 Discount (5,926 ) (14 ) Total lease liability $ 8,741 $ 77 |
Third Party Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Acquisitions | The following table presents direct third-party acquisitions, excluding transaction costs, completed by the Partnership during the three months ended March 31, 2021 and for the year ended December 31, 2020. No. of Tenant Sites Consideration (in millions) Acquisition Description Wireless Communication Digital Infrastructure Outdoor Advertising Total Borrowings and Available Cash Total First Quarter International — — 1 1 $ 0.3 $ 0.3 2021 Total — — 1 1 $ 0.3 $ 0.3 First Quarter International — — 1 1 $ 0.1 $ 0.1 Total — 1 1 $ 0.1 $ 0.1 Second Quarter International 6 — — 6 $ 1.3 $ 1.3 Total 6 — — 6 $ 1.3 $ 1.3 Third Quarter International — 1 — 1 $ 20.1 $ 20.1 Domestic — 6 — 6 107.7 107.7 Total — 7 — 7 $ 127.8 $ 127.8 Fourth Quarter Domestic — 1 — 1 $ 15.0 $ 15.0 Total — 1 — 1 $ 15.0 $ 15.0 2020 Total 6 8 1 15 $ 144.2 $ 144.2 |
Real Property Interests (Tables
Real Property Interests (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Summary of the Partnership's Real Property Interests | The following table summarizes the Partnership’s real property interests (in thousands): March 31, 2021 December 31, 2020 Land $ 117,398 $ 117,421 Building and site improvements 169,487 169,275 Real property interests – perpetual 102,248 101,785 Real property interests – finite life 406,686 399,179 Real property interests – ROU asset finance lease 1,636 1,229 Total real property interests 680,057 671,468 Construction in progress 43,545 44,787 Total land and real property interests 841,000 833,676 Accumulated depreciation and amortization of real property interests (67,625 ) (63,474 ) Land and net real property interests $ 773,375 $ 770,202 |
Summary of Final Allocations for Acquisitions and Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes final allocations for acquisitions made during the three months ended March 31, 2021 and the year ended December 31, 2020 of estimated fair values of the assets acquired and liabilities assumed (in thousands). Investments in In-place real property lease ROU Lease Period Land interests intangibles asset liability Debt Total 2021 $ — $ — $ 22 $ 414 $ (77 ) $ — $ 359 2020 9,338 144,672 45 748 — (3,354 ) 151,449 |
Schedule of Future Estimated Aggregate Depreciation and Amortization of Finite Lived Real Property Interests | Future estimated aggregate depreciation and amortization of finite lived real property interests for each of the five succeeding fiscal years and thereafter as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 13,549 2022 17,588 2023 16,246 2024 15,972 2025 15,972 Thereafter 430,857 Total $ 510,184 |
Other Intangible Assets and L_2
Other Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Intangible Assets And Liabilities [Abstract] | |
Summary of Identifiable Intangible Assets, Including Above/Below Market Lease Intangibles | The following table summarizes our identifiable intangible assets, including above/below‑market lease intangibles (in thousands): March 31, 2021 December 31, 2020 Acquired in-place lease Gross amount $ 26,836 $ 26,819 Accumulated amortization (10,500 ) (9,998 ) Net amount $ 16,336 $ 16,821 Acquired above-market leases Gross amount $ 6,562 $ 6,564 Accumulated amortization (4,090 ) (3,968 ) Net amount $ 2,472 $ 2,596 Total other intangible assets, net $ 18,808 $ 19,417 Acquired below-market leases Gross amount $ (16,779 ) $ (16,779 ) Accumulated amortization 11,053 10,698 Total other intangible liabilities, net $ (5,726 ) $ (6,081 ) |
Future Aggregate Amortization of Intangibles for Each of the Five Succeeding Fiscal Years and Thereafter | Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of March 31, 2021 follows (in thousands): Acquired in-place leases Acquired above-market leases Acquired below-market leases 2021 (nine months) $ 1,487 $ 304 $ (1,020 ) 2022 1,913 344 (1,252 ) 2023 1,637 309 (809 ) 2024 1,522 285 (719 ) 2025 1,396 226 (420 ) Thereafter 8,381 1,004 (1,506 ) Total $ 16,336 $ 2,472 $ (5,726 ) |
Investments in Receivables (Tab
Investments in Receivables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Receivable Net [Abstract] | |
Activity in investments in receivables | The following table reflects the activity in investments in receivables (in thousands): March 31, 2021 December 31, 2020 Investments in receivables – beginning $ 5,101 $ 5,653 Adoption of ASU 2016-13 — (53 ) Other — 7 Repayments (112 ) (506 ) Investments in receivables – ending $ 4,989 $ 5,101 |
Annual amounts due | Annual amounts due as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 813 2022 1,157 2023 1,260 2024 1,316 2025 780 Thereafter 4,701 Total $ 10,027 Interest $ 5,038 Principal 4,989 Total $ 10,027 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Balance Sheet Information for Unconsolidated JV | The following table summarizes balance sheet information for the unconsolidated JV (in thousands): March 31, 2021 December 31, 2020 Total assets $ 246,969 $ 249,252 Total liabilities 124,084 124,034 Total equity 122,885 125,218 Total liabilities and equity $ 246,969 $ 249,252 |
Summary of Financial Information for Unconsolidated JV | The following table summarizes financial information for the unconsolidated JV (in thousands): Three Months Ended March 31, 2021 2020 Rental revenue $ 3,658 $ 3,575 Net income (loss) (1,378 ) 299 Partnership's share in net income (loss) (689 ) 150 Distributions declared to the Partnership 479 675 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Income from Discontinued Operations in Connection with Sale | The following table presents income from discontinued operations in connection with the sale of the European outdoor advertising portfolio (in thousands): Three Months Ended March 31, 2020 Revenue Rental revenue from discontinued operations $ 1,857 Expenses Property operating 222 General and administrative 124 Acquisition-related 310 Depreciation and amortization 290 Total expenses from discontinued operations 946 Other income and expenses Interest and other income 57 Interest expense (403 ) Unrealized loss on derivatives (1,088 ) Foreign currency transaction gain 3,363 Total other income and expenses from discontinued operations 1,929 Income from discontinued operations before income tax expense 2,840 Income tax expense 185 Income from discontinued operations $ 2,655 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Partnership's debt | The following table summarizes the Partnership’s debt (in thousands): Outstanding Balance Maturity Date March 31, 2021 December 31, 2020 Revolving credit facility November 15, 2023 $ 218,200 $ 214,200 PACE Special Assessment loan February 14, 2038 $ 3,397 $ 3,480 4.38% senior secured notes June 30, 2036 37,209 37,686 Series 2019-1 Class A 3.90% January 14, 2027 170,000 170,000 Series 2017-1 Class A 4.10% November 15, 2022 (1) 55,849 56,676 Series 2017-1 Class B 3.81% November 15, 2022 (1) 16,717 16,816 Secured Notes 283,172 284,658 Discount on Secured Notes (737 ) (831 ) Deferred loan costs (4,017 ) (4,150 ) Secured Notes, net $ 278,418 $ 279,677 (1) Maturity date reflects anticipated repayment date; final legal maturity is November 15, 2047. |
Schedule of Secured Notes Annual Principal Payment Amounts Due | The secured notes’ annual principal payment amounts due as of March 31, 2021, are as follows (in thousands): 2021 (nine months) $ 4,673 2022 (1) 72,527 2023 6,946 2024 7,293 2025 7,619 Thereafter (1) 184,114 Total $ 283,172 (1) Reflects anticipated repayment dates |
Interest Rate Swap Agreements (
Interest Rate Swap Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Table Summarizing Terms and Fair Value of Interest Rate Swaps | The following table summarizes the terms and fair value of the Partnerships’ interest rate swap agreements (in thousands, except percentages): Date Notional Fixed Effective Maturity Fair Value Asset (Liability) at Entered Value Rate Index Date Date March 31, 2021 December 31, 2020 June 12, 2017 $ 50,000 2.10 % 1-month USD LIBOR 3/2/2018 9/2/2024 $ (2,673 ) $ (3,381 ) September 29, 2020 60,000 0.18 1-month USD LIBOR 9/30/2020 11/15/2023 239 (9 ) December 30, 2020 40,000 0.21 1-month USD LIBOR 12/30/2020 11/15/2023 123 (45 ) $ (2,311 ) $ (3,435 ) |
Summary of Fair Value of Interest Rate Swaps as a Result of Analysis Performed | The following table summarizes the fair value of the interest rate swaps as a result of the analysis performed (in thousands): The Fair Value As a Result of Changes in Interest Rates Date Entered Maturity Date +50 Basis Points -50 Basis Points +100 Basis Points -100 Basis Points June 12, 2017 9/2/2024 $ (1,904 ) $ (3,607 ) $ (1,078 ) $ (4,485 ) September 29, 2020 11/15/2023 988 (525 ) 1,728 (1,300 ) December 30, 2020 11/15/2023 623 (387 ) 1,116 (904 ) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of changes in the number of units outstanding | The table below summarizes changes in the number of units outstanding (in units): Mezzanine Equity - Series A Series B Series C Common Preferred Preferred Preferred Balance as of December 31, 2019 25,353,140 1,722,041 2,544,793 1,988,700 Issuance under ATM Programs 109,724 23,287 84,139 — Unit-based compensation 7,368 — — — Balance as of March 31, 2020 25,470,232 1,745,328 2,628,932 1,988,700 Balance as of December 31, 2020 25,478,042 1,788,843 2,628,932 1,982,700 Unit-based compensation 10,950 — — — Balance as of March 31, 2021 25,488,992 1,788,843 2,628,932 1,982,700 |
Schedule of quarterly distributions related to quarterly financial results | The table below summarizes the quarterly distributions related to our quarterly financial results: Total Distribution Distribution Quarter Ended Declaration Date Distribution Date Per Unit (in thousands) Common Units March 31, 2020 April 21, 2020 May 15, 2020 $ 0.2000 $ 5,096 June 30, 2020 July 24, 2020 August 14, 2020 0.2000 5,096 September 30, 2020 October 23, 2020 November 13, 2020 0.2000 5,096 December 31, 2020 January 22, 2021 February 12, 2021 0.2000 5,098 March 31, 2021 April 23, 2021 May 14, 2021 0.2000 5,098 Series A Preferred Units March 31, 2020 March 20, 2020 April 15, 2020 $ 0.5000 $ 873 June 30, 2020 June 19, 2020 July 15, 2020 0.5000 873 September 30, 2020 September 18, 2020 October 15, 2020 0.5000 893 December 31, 2020 December 22, 2020 January 15, 2021 0.5000 894 March 31, 2021 March 19, 2021 April 15, 2021 0.5000 894 Series B Preferred Units March 31, 2020 April 20, 2020 May 15, 2020 $ 0.4938 $ 1,298 June 30, 2020 July 22, 2020 August 17, 2020 0.4938 1,298 September 30, 2020 October 22, 2020 November 16, 2020 0.4938 1,298 December 31, 2020 January 21, 2021 February 16, 2021 0.4938 1,298 March 31, 2021 April 22, 2021 May 17, 2021 0.4938 1,298 Series C Preferred Units March 31, 2020 April 20, 2020 May 15, 2020 $ 0.4375 $ 867 June 30, 2020 July 22, 2020 August 17, 2020 0.4375 867 September 30, 2020 October 22, 2020 November 16, 2020 0.4375 867 December 31, 2020 January 21, 2021 February 16, 2021 0.4375 867 March 31, 2021 April 22, 2021 May 17, 2021 0.4375 867 |
Net Income (Loss) Per Limited_2
Net Income (Loss) Per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Schedule of Calculation of Undistributed Net Income (Loss) | The calculation of the undistributed net income (loss) attributable to common unitholders for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 2020 Income (loss) from continuing operations $ 5,951 $ (4,027 ) Less: Net income attributable to noncontrolling interest 8 8 Income (loss) from continuing operations attributable to limited partners 5,943 (4,035 ) Income from discontinued operations, net of tax — 2,655 Net income (loss) attributable to limited partners 5,943 (1,380 ) Less: Distributions declared on Preferred Units (3,060 ) (3,060 ) Accretion of Series C preferred units (94 ) (97 ) Net income (loss) attributable to common unitholders 2,789 (4,537 ) Distributions declared on common units (5,098 ) (5,096 ) Undistributed net loss (2,309 ) (9,633 ) Undistributed income from discontinued operations — 2,655 Undistributed loss from continuing operations $ (2,309 ) $ (12,288 ) |
Calculation of Net Income per Common Unit | The calculation of net income per common unit for the three months ended March 31, 2021 and 2020 is as follows (in thousands, except per unit data): Three Months Ended March 31, 2021 2020 Distributions declared $ 5,098 $ 5,096 Undistributed net loss from continuing operations (2,309 ) (12,288 ) Income (loss) from continuing operations attributable to common units - basic 2,789 (7,192 ) Income from discontinued operations attributable to common units - basic — 2,655 Net (loss) income attributable to common units - basic 2,789 (4,537 ) Income (loss) from continuing operations attributable to common units - diluted 2,789 (7,192 ) Income from discontinued operations attributable to common units - diluted — 2,655 Net income (loss) attributable to common units - diluted $ 2,789 $ (4,537 ) Weighted-average units outstanding: Basic 25,489 25,461 Diluted 25,489 25,461 Income (loss) from continuing operations per common unit: Basic $ 0.11 $ (0.28 ) Diluted (1) $ 0.11 $ (0.28 ) Income from discontinued operations per common unit: Basic $ — $ 0.10 Diluted (1) $ — $ 0.10 Net income (loss) per common unit: Basic $ 0.11 $ (0.18 ) Diluted (1) $ 0.11 $ (0.18 ) (1) Diluted earnings per unit takes into account the potential dilutive effect of common units that could be issued by the Partnership in conjunction with the Series C Preferred Units conversion features. Potential common unit equivalents are anti-dilutive for the three months ended March 31, 2021 and 2020 and, as a result, have been excluded in the determination of diluted earnings per common unit. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Table Summarizing the Carrying Amounts and Fair Values of Financial Instruments Which are Not Carried at Fair Value | The table below summarizes the carrying amounts and fair values of financial instruments which are not carried at fair value on the face of the financial statements (in thousands): March 31, 2021 December 31, 2020 Carrying amount Fair Value Carrying amount Fair Value Investment in receivables, net $ 4,989 $ 5,050 $ 5,101 $ 5,105 Revolving credit facility 218,200 218,200 214,200 214,200 Secured Notes, net 278,418 289,174 279,677 298,097 |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of March 31, 2021 and December 31, 2020, the Partnership measured the following assets at fair value on a recurring basis (in thousands): March 31, 2021 December 31, 2020 Derivative Assets (1) $ 362 $ — Derivative Liabilities (1) 2,673 3,435 (1) Fair value is calculated using level 2 inputs. Level 2 inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑derived valuations in which significant inputs and significant value drivers are observable in active markets. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Statement of Operations by Reportable Segment | For the three months ended March 31, 2021 (in thousands): Renewable Wireless Digital Outdoor Power Communication Infrastructure Advertising Generation Corporate Total Revenue Rental revenue $ 6,650 $ 4,850 $ 3,831 $ 1,953 $ — $ 17,284 Expenses Property operating 46 244 387 35 — 712 General and administrative — — — — 1,481 1,481 Acquisition-related — — — — 88 88 Depreciation and amortization 1,771 1,261 1,525 123 — 4,680 Total expenses 1,817 1,505 1,912 158 1,569 6,961 Total other income and expenses (640 ) (63 ) — 20 (3,799 ) (4,482 ) Net income (loss) before income tax benefit 4,193 3,282 1,919 1,815 (5,368 ) 5,841 Income tax benefit — — — — (110 ) (110 ) Net income (loss) $ 4,193 $ 3,282 $ 1,919 $ 1,815 $ (5,258 ) $ 5,951 For the three months ended March 31, 2020 (in thousands): Renewable Wireless Digital Outdoor Power Communication Infrastructure Advertising Generation Corporate Total Revenue Rental revenue $ 6,325 $ 1,557 $ 4,019 $ 1,920 $ — $ 13,821 Expenses Property operating 107 135 211 56 — 509 General and administrative — — — — 1,488 1,488 Acquisition-related — — — — 5 5 Depreciation and amortization 1,922 561 999 120 — 3,602 Impairments — — 82 — — 82 Total expenses 2,029 696 1,292 176 1,493 5,686 Total other income and expenses 155 — — 18 (12,580 ) (12,407 ) Income (loss) from continuing operations before income tax benefit 4,451 861 2,727 1,762 (14,073 ) (4,272 ) Income tax benefit — — — — (245 ) (245 ) Income (loss) from continuing operations 4,451 861 2,727 1,762 (13,828 ) (4,027 ) Income from discontinued operations, net of tax — — 2,655 — — 2,655 Net income (loss) $ 4,451 $ 861 $ 5,382 $ 1,762 $ (13,828 ) $ (1,372 ) |
Schedule of Total Assets by Reportable Segment | The Partnership’s total assets by segment were (in thousands): March 31, 2021 December 31, 2020 Segments Wireless communication $ 351,647 $ 354,457 Digital infrastructure 216,042 216,849 Outdoor advertising 210,016 204,990 Renewable power generation 99,545 99,881 Corporate assets 18,334 18,601 Total assets $ 895,584 $ 894,778 |
Schedule of Rental Revenues by Geographic Location | The following table represents the Partnership’s rental revenues by geographic location. Prior period amounts have been revised to exclude discontinued operations (in thousands): Three Months Ended March 31, 2021 2020 United States $ 16,354 $ 13,518 Australia 375 284 Canada 555 19 Total rental revenue $ 17,284 $ 13,821 |
Schedule of Total Assets by Geographic Location | The following table represents the Partnership’s total assets by geographic location (in thousands). March 31, 2021 December 31, 2020 United States $ 850,674 $ 852,088 Australia 17,378 17,533 Canada 27,532 25,157 Total assets $ 895,584 $ 894,778 |
Tenant Concentration (Tables)
Tenant Concentration (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Schedule of Tenant Revenue Concentrations | Three Months Ended March 31, Tenant 2021 2020 T-Mobile (1) 12.3 % 15.0 % Sungard 11.0 % 4.2 % Clear Channel 10.1 % 13.5 % (1) On April 1, 2020, T-Mobile and Sprint completed their merger. As a result, prior year concentrations for T-Mobile and Sprint have been combined to reflect the merger. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Investing and Financing Activities | Noncash investing and financing activities for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended March 31, 2021 2020 Capital contribution to fund general and administrative expense reimbursement $ 938 $ 1,101 Distributions payable to preferred unitholders 1,836 1,819 Accretion of Series C preferred units 94 97 Purchase price for acquisitions and development activities included in accounts payable and accrued liabilities 1,085 500 Initial recognition of lease liabilities related to right of use assets 77 — Declared distributions receivable from the unconsolidated joint venture — (675 ) Adoption of ASU 2016-13 — (76 ) Net cash provided by operating activities of discontinued operations — 8,555 Net cash used in investing activities of discontinued operations — (3,197 ) Net cash used in financing activities of discontinued operations — (4 ) |
Schedule of Cash Flows Related to Interest and Income Taxes Paid | Cash flows related to interest and income taxes paid were as follows (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for interest $ 4,339 $ 4,412 Capitalized interest 356 657 Income taxes paid 76 312 |
Business (Details)
Business (Details) - Limited Partners - Common Units - shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Partnership Equity | ||||
Number of units held (in shares) | 25,488,992 | 25,478,042 | 25,470,232 | 25,353,140 |
Landmark Dividend LLC | ||||
Partnership Equity | ||||
Number of units held (in shares) | 3,415,405 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Discontinued Operations (Details) £ in Millions | Jun. 17, 2020GBP (£) |
Accounting Policies [Abstract] | |
Purchase price | £ 95 |
Acquisitions and Developments -
Acquisitions and Developments - Third Party Acquisitions - Summary of Acquisitions Completed (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($)site | Dec. 31, 2020USD ($)site | Sep. 30, 2020USD ($)site | Jun. 30, 2020USD ($)site | Mar. 31, 2020USD ($)site | Dec. 31, 2020USD ($)site | |
Acquisitions | ||||||
Number of tenant sites acquired | 15 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 144.2 | |||||
Consideration | $ | $ 144.2 | |||||
Wireless Communication | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 6 | |||||
Outdoor Advertising | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
Digital Infrastructure | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 8 | |||||
International | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 1 | 6 | 1 | ||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.3 | $ 20.1 | $ 1.3 | $ 0.1 | ||
Consideration | $ | $ 0.3 | $ 20.1 | $ 1.3 | $ 0.1 | ||
International | Wireless Communication | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 6 | |||||
International | Outdoor Advertising | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 1 | ||||
International | Digital Infrastructure | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
2020 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.1 | |||||
Consideration | $ | $ 0.1 | |||||
2020 Direct Third Party Acquisitions, First Quarter | Outdoor Advertising | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
2021 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.3 | |||||
Consideration | $ | $ 0.3 | |||||
2021 Direct Third Party Acquisitions, First Quarter | Outdoor Advertising | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
2020 Direct Third Party Acquisitions, Second Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 6 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 1.3 | |||||
Consideration | $ | $ 1.3 | |||||
2020 Direct Third Party Acquisitions, Second Quarter | Wireless Communication | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 6 | |||||
Domestic | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 6 | ||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 15 | $ 107.7 | ||||
Consideration | $ | $ 15 | $ 107.7 | ||||
Domestic | Digital Infrastructure | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 6 | ||||
2020 Direct Third Party Acquisitions, Third Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 7 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 127.8 | |||||
Consideration | $ | $ 127.8 | |||||
2020 Direct Third Party Acquisitions, Third Quarter | Digital Infrastructure | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 7 | |||||
2020 Direct Third Party Acquisitions, Fourth Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 15 | |||||
Consideration | $ | $ 15 | |||||
2020 Direct Third Party Acquisitions, Fourth Quarter | Digital Infrastructure | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 |
Acquisitions and Developments_2
Acquisitions and Developments - Leases - General Information (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Business Combinations [Abstract] | ||
Lessee, weighted average discount rate | 4.30% | |
Weighted-average remaining lease term of operating leases | 10 years | 10 years |
Acquisitions and Developments_3
Acquisitions and Developments - Summary of Information about Other Lease Related Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Right-of-use asset | $ 10,587 | $ 10,716 |
Operating lease liability | 8,741 | 8,818 |
Finance leases: | ||
Right-of-use asset | 1,636 | $ 1,229 |
Finance lease liability | $ 77 |
Acquisitions and Developments_4
Acquisitions and Developments - Summary of Future Minimum Ground Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Business Combinations [Abstract] | ||
Operating Lease, 2021 (nine months) | $ 459 | |
Operating Lease, 2022 | 618 | |
Operating Lease, 2023 | 630 | |
Operating Lease, 2024 | 640 | |
Operating Lease, 2025 | 652 | |
Operating Lease, Thereafter | 11,668 | |
Operating Lease, Total future payments | 14,667 | |
Operating Lease, Discount | (5,926) | |
Operating Lease, Total lease liability | 8,741 | $ 8,818 |
Finance Lease, 2021 (nine months) | 7 | |
Finance Lease, 2022 | 9 | |
Finance Lease, 2023 | 9 | |
Finance Lease, 2024 | 9 | |
Finance Lease, 2025 | 9 | |
Finance Lease, Thereafter | 48 | |
Finance Lease, Total future payments | 91 | |
Finance Lease, Discount | (14) | |
Finance Lease, Total lease liability | $ 77 |
Acquisitions and Developments_5
Acquisitions and Developments - Developments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)Kiosk | Dec. 31, 2020USD ($)TowerKiosk | |
Business Acquisition [Line Items] | ||
Construction in progress | $ 43,545 | $ 44,787 |
Number of stealth towers | Tower | 2 | |
Smart Enabled Infrastructure | ||
Business Acquisition [Line Items] | ||
Construction in progress | $ 43,500 | $ 44,800 |
DART | ||
Business Acquisition [Line Items] | ||
Number of Kiosks | Kiosk | 89 | 112 |
Total other assets, placed in service | $ 8,300 | $ 16,200 |
Real Property Interests - Summa
Real Property Interests - Summary of the Partnership's Real Property Interests (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Land | $ 117,398 | $ 117,421 |
Building and site improvements | 169,487 | 169,275 |
Real property interests – perpetual | 102,248 | 101,785 |
Real property interests – finite life | 406,686 | 399,179 |
Real property interests – ROU asset finance lease | 1,636 | 1,229 |
Total real property interests | 680,057 | 671,468 |
Construction in progress | 43,545 | 44,787 |
Total land and real property interests | 841,000 | 833,676 |
Accumulated depreciation and amortization of real property interests | (67,625) | (63,474) |
Land and net real property interests | $ 773,375 | $ 770,202 |
Real Property Interests - Sales
Real Property Interests - Sales (Details) £ in Millions | Jun. 17, 2020GBP (£) |
Real Property Interests | |
Cash consideration received | £ 95 |
Real Property Interests - Purch
Real Property Interests - Purchase Price Allocation (Details) - Measurement Input, Discount Rate | Mar. 31, 2021 |
Minimum | |
Acquisitions | |
Discount rate used to estimate fair values (as a percent) | 6 |
Maximum | |
Acquisitions | |
Discount rate used to estimate fair values (as a percent) | 20 |
Weighted Average | |
Acquisitions | |
Discount rate used to estimate fair values (as a percent) | 8.5 |
Real Property Interests - Sum_2
Real Property Interests - Summary of Final Allocations for Acquisitions and Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - Landmark, General Partner and affiliates - Acquisition from related party - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Land | $ 9,338 | |
Investments in real property interests | 144,672 | |
ROU Assets | $ 414 | 748 |
Lease Liability | (77) | |
Debt | (3,354) | |
Total | 359 | 151,449 |
Acquired in-place leases | ||
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Lease intangibles, assets | $ 22 | $ 45 |
Real Property Interests - Sched
Real Property Interests - Schedule of Future Estimated Aggregate Depreciation and Amortization of Finite Lived Real Property Interests (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Future estimated aggregate amortization of real property interests | |
2021 (nine months) | $ 13,549 |
2022 | 17,588 |
2023 | 16,246 |
2024 | 15,972 |
2025 | 15,972 |
Thereafter | 430,857 |
Total | $ 510,184 |
Real Property Interests - Weigh
Real Property Interests - Weighted Average Remaining Depreciation and Amortization Period for Non-perpetual Real Property Interests (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Real Estate [Abstract] | ||
Weighted average remaining depreciation and amortization period for non-perpetual real property interests | 38 years | 38 years |
Real Property Interests - Impai
Real Property Interests - Impairments (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($)site | ||
Impairment | |||
Recognized impairment charge | [1] | $ 82,000 | |
Impaired Real Property Interest | |||
Impairment | |||
Number of real property interests impaired | site | 2 | ||
Recognized impairment charge | $ 0 | ||
Impaired real property interests | $ 0 | ||
Impaired Real Property Interest | Maximum | |||
Impairment | |||
Recognized impairment charge | $ 100,000 | ||
[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 ( Note 8 ). |
Other Intangible Assets and L_3
Other Intangible Assets and Liabilities - Total Other Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Intangible Assets | ||
Net amount | $ 18,808 | $ 19,417 |
Acquired in-place leases | ||
Other Intangible Assets | ||
Gross amount | 26,836 | 26,819 |
Accumulated amortization | (10,500) | (9,998) |
Net amount | 16,336 | 16,821 |
Acquired above-market leases | ||
Other Intangible Assets | ||
Gross amount | 6,562 | 6,564 |
Accumulated amortization | (4,090) | (3,968) |
Net amount | $ 2,472 | $ 2,596 |
Other Intangible Assets and L_4
Other Intangible Assets and Liabilities - Total Other Intangible Liabilities, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Acquired below-market leases | ||
Below market lease intangibles | $ (16,779) | $ (16,779) |
Accumulated amortization | 11,053 | 10,698 |
Net amount | $ (5,726) | $ (6,081) |
Other Intangible Assets and L_5
Other Intangible Assets and Liabilities - Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Intangible Assets And Liabilities [Abstract] | ||
Amortization of above-and below-market leases, excluding amounts related to discontinued operations | $ 0.2 | $ 0.2 |
Amortization expense excluding amounts related to discontinued operations | $ 0.5 | $ 0.5 |
Other Intangible Assets and L_6
Other Intangible Assets and Liabilities - Future Aggregate Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Future amortization of lease intangibles | ||
Net amount | $ 18,808 | $ 19,417 |
Acquired in-place leases | ||
Future amortization of lease intangibles | ||
2021 (nine months) | 1,487 | |
2022 | 1,913 | |
2023 | 1,637 | |
2024 | 1,522 | |
2025 | 1,396 | |
Thereafter | 8,381 | |
Net amount | 16,336 | 16,821 |
Acquired above-market leases | ||
Future amortization of lease intangibles | ||
2021 (nine months) | 304 | |
2022 | 344 | |
2023 | 309 | |
2024 | 285 | |
2025 | 226 | |
Thereafter | 1,004 | |
Net amount | $ 2,472 | $ 2,596 |
Other Intangible Assets and L_7
Other Intangible Assets and Liabilities - Future Aggregate Amortization of Other Intangible Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Future amortization of acquired below-market leases | ||
2021 (nine months) | $ (1,020) | |
2022 | (1,252) | |
2023 | (809) | |
2024 | (719) | |
2025 | (420) | |
Thereafter | (1,506) | |
Net amount | $ (5,726) | $ (6,081) |
Investments in Receivables - Ge
Investments in Receivables - General Information (Details) - USD ($) $ in Millions | Jul. 21, 2015 | Mar. 31, 2021 | Mar. 31, 2020 |
Receivables With Imputed Interest [Line Items] | |||
Interest income recognized | $ 0.1 | $ 0.2 | |
Minimum | |||
Receivables With Imputed Interest [Line Items] | |||
Payment collection period | 2 years | ||
Discount rate | 7.00% | ||
Maximum | |||
Receivables With Imputed Interest [Line Items] | |||
Payment collection period | 99 years | ||
Discount rate | 14.00% |
Investments in Receivables - Ac
Investments in Receivables - Activity in Investments in Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Receivables With Imputed Interest [Line Items] | ||
Investments in receivables – beginning | $ 5,101 | $ 5,653 |
Other | 7 | |
Repayments | (112) | (506) |
Investments in receivables – ending | $ 4,989 | 5,101 |
ASU 2016-13 | Revision of Prior Period, Accounting Standards Update, Adjustment | ||
Receivables With Imputed Interest [Line Items] | ||
Adoption of ASU 2016-13 | $ (53) |
Investments in Receivables - An
Investments in Receivables - Annual Amounts Due (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Notes Receivable Net [Abstract] | |
2021 (nine months) | $ 813 |
2022 | 1,157 |
2023 | 1,260 |
2024 | 1,316 |
2025 | 780 |
Thereafter | 4,701 |
Total | $ 10,027 |
Investments in Receivables - _2
Investments in Receivables - Annual Amounts Due - Principal and Interest (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Notes Receivable Net [Abstract] | |
Interest | $ 5,038 |
Principal | 4,989 |
Total | $ 10,027 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture - Additional Information (Details) $ in Millions | Sep. 24, 2018USD ($)site | Mar. 31, 2021 | Jun. 06, 2018USD ($) |
Schedule Of Equity Method Investments [Line Items] | |||
Aggregate principal amount | $ 125.4 | ||
Maximum | |||
Schedule Of Equity Method Investments [Line Items] | |||
Debt discount | $ 0.1 | ||
Series 2018-1 Class C 3.97% | |||
Schedule Of Equity Method Investments [Line Items] | |||
Interest rate (as a percent) | 3.97% | ||
Series 2018-1 Class D 4.70% | |||
Schedule Of Equity Method Investments [Line Items] | |||
Interest rate (as a percent) | 4.70% | ||
Series 2018-1 Class F 5.92% | |||
Schedule Of Equity Method Investments [Line Items] | |||
Interest rate (as a percent) | 5.92% | ||
Unconsolidated Joint Venture | |||
Schedule Of Equity Method Investments [Line Items] | |||
Number of tenant site assets contributed | site | 545 | ||
Aggregate principal amount | $ 125.4 | ||
Percentage of membership interest in unconsolidated JV | 50.01% | ||
Cash transaction in unconsolidated JV | $ 65.5 |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Venture - Summary of Balance Sheet Information for Unconsolidated JV (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule Of Equity Method Investments [Line Items] | ||||
Total assets | $ 895,584 | $ 894,778 | ||
Total liabilities | 525,377 | 523,389 | ||
Total equity | 322,211 | 323,487 | $ 304,948 | $ 321,658 |
Total liabilities, mezzanine equity and equity | 895,584 | 894,778 | ||
Equity Method Investment | Unconsolidated Joint Venture | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Total assets | 246,969 | 249,252 | ||
Total liabilities | 124,084 | 124,034 | ||
Total equity | 122,885 | 125,218 | ||
Total liabilities, mezzanine equity and equity | $ 246,969 | $ 249,252 |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture - Summary of Financial Information for Unconsolidated JV (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Schedule Of Equity Method Investments [Line Items] | |||
Net income (loss) | [1] | $ 5,951 | $ (1,372) |
Partnership's share in net income (loss) | [1] | (689) | 150 |
Distributions declared to the Partnership | 479 | 675 | |
Equity Method Investment | Unconsolidated Joint Venture | |||
Schedule Of Equity Method Investments [Line Items] | |||
Rental revenue | 3,658 | 3,575 | |
Net income (loss) | (1,378) | 299 | |
Partnership's share in net income (loss) | (689) | 150 | |
Distributions declared to the Partnership | $ 479 | $ 675 | |
[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 ( Note 8 ). |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Income from Discontinued Operations in Connection with Sale (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Revenue | ||
Rental revenue from discontinued operations | $ 1,857 | |
Expenses | ||
Property operating | 222 | |
General and administrative | 124 | |
Acquisition-related | 310 | |
Depreciation and amortization | 290 | |
Total expenses from discontinued operations | 946 | |
Other income and expenses | ||
Interest and other income | 57 | |
Interest expense | (403) | |
Unrealized loss on derivatives | (1,088) | |
Foreign currency transaction gain | 3,363 | |
Total other income and expenses from discontinued operations | 1,929 | |
Income from discontinued operations before income tax expense | 2,840 | |
Income tax expense | 185 | |
Income from discontinued operations | $ 2,655 | [1] |
[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 ( Note 8 ). |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2017 | |
Debt Instrument [Line Items] | |||
Outstanding Balance, revolving credit facility | $ 218,200 | $ 214,200 | |
Deferred loan costs | (3,212) | (3,567) | |
Secured Notes, net | 278,418 | 279,677 | |
Senior secured revolving credit facility | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, revolving credit facility | $ 218,200 | 214,200 | |
Maturity Date | Nov. 15, 2023 | ||
PACE Special assessment loan | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 3,397 | 3,480 | |
Maturity Date | Feb. 14, 2038 | ||
4.38% senior secured notes | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 37,209 | 37,686 | |
Maturity Date | Jun. 30, 2036 | ||
Series 2019-1 Class A 3.90% | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 170,000 | 170,000 | |
Maturity Date | Jan. 14, 2027 | ||
Series 2017-1 Class A 4.10% | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 55,849 | 56,676 | |
Maturity Date | Nov. 15, 2022 | ||
Series 2017-1 Class B 3.81% | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 16,717 | 16,816 | |
Maturity Date | Nov. 15, 2022 | ||
Secured notes | |||
Debt Instrument [Line Items] | |||
Outstanding Balance, secured debt | $ 283,172 | 284,658 | |
Discount on Secured Notes | (737) | (831) | $ (1,800) |
Deferred loan costs | (4,017) | (4,150) | |
Secured Notes, net | $ 278,418 | $ 279,677 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
4.38% senior secured notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 4.38% |
Debt instrument, final legal maturity date | Jun. 30, 2036 |
Series 2019-1 Class A 3.90% | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 3.90% |
Debt instrument, final legal maturity date | Jan. 14, 2027 |
Series 2017-1 Class A 4.10% | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 4.10% |
Debt instrument, final legal maturity date | Nov. 15, 2022 |
Series 2017-1 Class B 3.81% | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 3.81% |
Debt instrument, final legal maturity date | Nov. 15, 2022 |
Series 2017-1 Class A and B | |
Debt Instrument [Line Items] | |
Debt instrument, final legal maturity date | Nov. 15, 2047 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands | Nov. 15, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt | |||
Revolving credit facility | $ 218,200 | $ 214,200 | |
Senior secured revolving credit facility | |||
Debt | |||
Annual commitment rate | 0.20% | ||
Maturity Date | Nov. 15, 2023 | ||
Revolving credit facility | $ 218,200 | $ 214,200 | |
Undrawn borrowing capacity | $ 231,800 | ||
Senior secured revolving credit facility | LIBOR | Minimum | |||
Debt | |||
Applicable margin (as a percent) | 1.75% | ||
Senior secured revolving credit facility | LIBOR | Maximum | |||
Debt | |||
Applicable margin (as a percent) | 2.25% | ||
Senior secured revolving credit facility | Base rate | |||
Debt | |||
Applicable margin (as a percent) | 2.25% | ||
Amended and Restated Senior Secured Revolving Credit Facility | |||
Debt | |||
Initial borrowing capacity | $ 450,000 | ||
Credit facility term | 5 years | ||
Additional borrowing capacity | $ 75,000 | ||
Standby Letters of Credit | Senior secured revolving credit facility | |||
Debt | |||
Undrawn borrowing capacity | $ 5,800 |
Debt - Secured Notes (Details)
Debt - Secured Notes (Details) - USD ($) $ in Thousands | Jan. 15, 2020 | Apr. 24, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 06, 2018 | Nov. 30, 2017 |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 125,400 | |||||
Restricted cash reserved | $ 3,259 | $ 3,195 | ||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | $ 100 | |||||
Series A Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 170,000 | |||||
Interest rate (as a percent) | 3.90% | |||||
Maturity Date | Jan. 14, 2027 | |||||
Interest-only initial term | 3 years | |||||
Standby letter of credit amount | $ 3,400 | |||||
2016 Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | 108,000 | |||||
Senior secured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Nov. 15, 2023 | |||||
Repayment of debt | $ 59,000 | |||||
Note Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 43,700 | |||||
Interest rate (as a percent) | 4.38% | |||||
Maturity Date | Jun. 30, 2036 | |||||
Debt instrument amortized, description | The 4.38% Senior Secured Notes are fully amortized through June 30, 2036. | |||||
Note Purchase Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Net proceeds from borrowings | $ 41,000 | |||||
4.38% senior secured notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 4.38% | |||||
Maturity Date | Jun. 30, 2036 | |||||
Standby letter of credit amount | $ 2,400 | |||||
Secured notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 80,000 | |||||
Debt discount | $ 737 | $ 831 | $ 1,800 | |||
Series 2017-1 Class A 4.10% | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 4.10% | |||||
Maturity Date | Nov. 15, 2022 | |||||
Series 2017-1 Class B 3.81% | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 3.81% | |||||
Maturity Date | Nov. 15, 2022 | |||||
2019 Secured notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
DSCR | 150.00% | |||||
2017 Secured notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
DSCR | 200.00% |
Debt - Other Secured Debt (Deta
Debt - Other Secured Debt (Details) - PACE Special assessment loan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||
Special Assessment bond | $ 3.5 | |
Maturity Date | Feb. 14, 2038 |
Debt - Annual Principal Payment
Debt - Annual Principal Payment Amounts (Details) - Secured notes - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2021 (nine months) | $ 4,673 | |
2022 | 72,527 | |
2023 | 6,946 | |
2024 | 7,293 | |
2025 | 7,619 | |
Thereafter | 184,114 | |
Total | $ 283,172 | $ 284,658 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Interest Expense | |||
Debt interest expense | $ 5 | $ 4.3 | |
Interest payable | 0.3 | $ 0.3 | |
Amortization of deferred loan costs and discount on secured notes | $ 0.6 | $ 0.6 |
Interest Rate Swap Agreements -
Interest Rate Swap Agreements - Fair Value of Interest Rate Swap Agreements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Level 2 inputs | ||
Interest Rate Swap Agreements | ||
Fair Value Asset (Liability) | $ (2,311,000) | $ (3,435,000) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | ||
Interest Rate Swap Agreements | ||
Date Entered | Jun. 12, 2017 | |
Notional value | $ 50,000,000 | |
Fixed Rate | 2.10% | |
Index | 1-month USD LIBOR | |
Maturity Date | Sep. 2, 2024 | |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Level 2 inputs | ||
Interest Rate Swap Agreements | ||
Fair Value Asset (Liability) | $ (2,673,000) | (3,381,000) |
Agreement entered into September 29, 2020 effective date September 30, 2020 | ||
Interest Rate Swap Agreements | ||
Date Entered | Sep. 29, 2020 | |
Notional value | $ 60,000,000 | |
Fixed Rate | 0.18% | |
Index | 1-month USD LIBOR | |
Maturity Date | Nov. 15, 2023 | |
Agreement entered into September 29, 2020 effective date September 30, 2020 | Level 2 inputs | ||
Interest Rate Swap Agreements | ||
Fair Value Asset (Liability) | $ 239,000 | (9,000) |
Agreement entered into December 30, 2020 effective date December 30, 2020 | ||
Interest Rate Swap Agreements | ||
Date Entered | Dec. 30, 2020 | |
Notional value | $ 40,000,000 | |
Fixed Rate | 0.21% | |
Index | 1-month USD LIBOR | |
Maturity Date | Nov. 15, 2023 | |
Agreement entered into December 30, 2020 effective date December 30, 2020 | Level 2 inputs | ||
Interest Rate Swap Agreements | ||
Fair Value Asset (Liability) | $ 123,000 | $ (45,000) |
Interest Rate Swap Agreements_2
Interest Rate Swap Agreements - Gain (Loss) on Derivatives (Details) $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020GBP (£) | ||
Interest Rate Swap Agreements | |||||
Unrealized gain (loss) on derivatives | [1] | $ 1,124 | $ (6,203) | ||
Interest Rate Swap Agreement | |||||
Interest Rate Swap Agreements | |||||
Payments to terminate derivative agreements | $ 7,600 | ||||
Interest Rate Swap Agreement | GBP | |||||
Interest Rate Swap Agreements | |||||
Payments to terminate derivative agreements | $ 3,300 | ||||
Notional value | £ | £ 38 | ||||
[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 ( Note 8 ). |
Interest Rate Swap Agreements_3
Interest Rate Swap Agreements - Summary of Fair Value of Interest Rate Swaps as a Result of Analysis Performed (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Agreement entered into June 12, 2017 effective date March 02, 2018 | |
Interest Rate Swap Agreements | |
Date Entered | Jun. 12, 2017 |
Maturity Date | Sep. 2, 2024 |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ (1,904) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | (3,607) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | (1,078) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ (4,485) |
Agreement entered into September 29, 2020 effective date September 30, 2020 | |
Interest Rate Swap Agreements | |
Date Entered | Sep. 29, 2020 |
Maturity Date | Nov. 15, 2023 |
Agreement entered into September 29, 2020 effective date September 30, 2020 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ 988 |
Agreement entered into September 29, 2020 effective date September 30, 2020 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | (525) |
Agreement entered into September 29, 2020 effective date September 30, 2020 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | 1,728 |
Agreement entered into September 29, 2020 effective date September 30, 2020 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ (1,300) |
Agreement entered into December 30, 2020 effective date December 30, 2020 | |
Interest Rate Swap Agreements | |
Date Entered | Dec. 30, 2020 |
Maturity Date | Nov. 15, 2023 |
Agreement entered into December 30, 2020 effective date December 30, 2020 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ 623 |
Agreement entered into December 30, 2020 effective date December 30, 2020 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | (387) |
Agreement entered into December 30, 2020 effective date December 30, 2020 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | 1,116 |
Agreement entered into December 30, 2020 effective date December 30, 2020 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair Value of Interest Rate Swaps As a Result of Changes in Interest Rates | $ (904) |
Interest Rate Swap Agreement | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair value of interest rate swaps, assumed increase (decrease) in basis points (as a percent) | 0.50% |
Interest Rate Swap Agreement | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Fair value of interest rate swaps, assumed increase (decrease) in basis points (as a percent) | (0.50%) |
Interest Rate Swap Agreement | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair value of interest rate swaps, assumed increase (decrease) in basis points (as a percent) | 1.00% |
Interest Rate Swap Agreement | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Fair value of interest rate swaps, assumed increase (decrease) in basis points (as a percent) | (1.00%) |
Equity - Changes in Units Outst
Equity - Changes in Units Outstanding (Details) - Limited Partners - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Common Units | ||
Increase (decrease) in partners' capital | ||
Balance (in units) | 25,478,042 | 25,353,140 |
Unit-based compensation (in units) | 10,950 | 7,368 |
Balance (in units) | 25,488,992 | 25,470,232 |
Common Units | At The Market Issuance Sales Agreement | ||
Increase (decrease) in partners' capital | ||
Issuance of units, net (in units) | 109,724 | |
Preferred Units Series A | ||
Increase (decrease) in partners' capital | ||
Balance (in units) | 1,788,843 | 1,722,041 |
Balance (in units) | 1,788,843 | 1,745,328 |
Preferred Units Series A | At The Market Issuance Sales Agreement | ||
Increase (decrease) in partners' capital | ||
Issuance of units, net (in units) | 23,287 | |
Preferred Units Series B | ||
Increase (decrease) in partners' capital | ||
Balance (in units) | 2,628,932 | 2,544,793 |
Balance (in units) | 2,628,932 | 2,628,932 |
Preferred Units Series B | At The Market Issuance Sales Agreement | ||
Increase (decrease) in partners' capital | ||
Issuance of units, net (in units) | 84,139 | |
Preferred Units Series C | ||
Increase (decrease) in partners' capital | ||
Balance (in units) | 1,982,700 | 1,988,700 |
Balance (in units) | 1,982,700 | 1,988,700 |
Equity - General Information (D
Equity - General Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2020 | Jan. 30, 2020 | May 03, 2019 | May 15, 2018 | Apr. 02, 2018 | Mar. 30, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Partnership Equity | |||||||||||
Proceeds from the issuance of Preferred Units, net | $ 2,663 | ||||||||||
2020 Series B ATM Program | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 50,000 | ||||||||||
Issuance of units, net (in shares) | 0 | 0 | |||||||||
Preferred Units Series C | |||||||||||
Partnership Equity | |||||||||||
Distribution date | May 17, 2021 | Feb. 16, 2021 | Nov. 16, 2020 | Aug. 17, 2020 | May 15, 2020 | ||||||
Distribution Per Unit Paid (in dollars per share) | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | ||||||
Stated liquidation preference / redemption price (in dollars per share) | $ 25 | ||||||||||
Conversion rate for preferred unit | 1.3017 | ||||||||||
Designated redemption date one | May 15, 2025 | ||||||||||
Designated redemption date two | May 15, 2028 | ||||||||||
Designated redemption period | 5 years | ||||||||||
Liquidation preference | $ 11.13 | ||||||||||
Preferred units redemption date | May 20, 2025 | ||||||||||
Preferred units redemption price | $ 25 | ||||||||||
Conversion of units (in units) | 0 | 0 | |||||||||
Limited Partners | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 750,000 | ||||||||||
Limited Partners | 2019 Common Units | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 50,000 | ||||||||||
Issuance of units, net (in shares) | 109,724 | ||||||||||
Proceeds from issuance of unit, before costs | $ 1,800 | ||||||||||
Limited Partners | 2020 Common Units | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | 50,000 | ||||||||||
Issuance of units, net (in shares) | 0 | 0 | |||||||||
Limited Partners | 2017 Series B Preferred Units ATM Program | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 50,000 | ||||||||||
Issuance of units, net (in shares) | 84,139 | ||||||||||
Proceeds from issuance of unit, before costs | $ 2,100 | ||||||||||
Limited Partners | 2019 Series A ATM Program | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 50,000 | ||||||||||
Issuance of units, net (in shares) | 23,287 | ||||||||||
Proceeds from issuance of unit, before costs | $ 600 | ||||||||||
Limited Partners | 2020 Series A ATM Program | At The Market Issuance Sales Agreement | |||||||||||
Partnership Equity | |||||||||||
Aggregate offering price | $ 50,000 | ||||||||||
Issuance of units, net (in shares) | 0 | 0 | |||||||||
Limited Partners | Preferred Units Series C | |||||||||||
Partnership Equity | |||||||||||
Distribution date | May 15, 2018 | ||||||||||
Distribution Per Unit Paid (in dollars per share) | $ 0.2090 | ||||||||||
Limited Partners | Preferred Units Series C | Distributions Accruing After May 15, 2025 | |||||||||||
Partnership Equity | |||||||||||
Dividend rate (as a percent) | 9.00% | ||||||||||
Limited Partners | Preferred Units Series C | LIBOR | Distributions Accruing Before May 15, 2025 | |||||||||||
Partnership Equity | |||||||||||
Dividend rate (as a percent) | 4.698% | ||||||||||
Stated liquidation preference / redemption price (in dollars per share) | $ 25 | ||||||||||
Limited Partners | Preferred Units Series C | Minimum | Distributions Accruing Before May 15, 2025 | |||||||||||
Partnership Equity | |||||||||||
Dividend rate (as a percent) | 7.00% | ||||||||||
Limited Partners | Preferred Units Series C | Public Offering | |||||||||||
Partnership Equity | |||||||||||
Issuance of units, net (in shares) | 2,000,000 | ||||||||||
Unit offering price (in dollars per share) | $ 25 | ||||||||||
Proceeds from the issuance of Preferred Units, net | $ 47,500 | ||||||||||
Offering expenses paid | $ 2,500 |
Equity - Summary of Quarterly D
Equity - Summary of Quarterly Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Common Units | |||||
Quarter Ended | |||||
Declaration Date | Apr. 23, 2021 | Jan. 22, 2021 | Oct. 23, 2020 | Jul. 24, 2020 | Apr. 21, 2020 |
Distribution Date | May 14, 2021 | Feb. 12, 2021 | Nov. 13, 2020 | Aug. 14, 2020 | May 15, 2020 |
Distribution Per Unit Paid (in dollars per share) | $ 0.2000 | $ 0.2000 | $ 0.2000 | $ 0.2000 | $ 0.2000 |
Total Distribution Paid | $ 5,098 | $ 5,098 | $ 5,096 | $ 5,096 | $ 5,096 |
Preferred Units Series A | |||||
Quarter Ended | |||||
Declaration Date | Mar. 19, 2021 | Dec. 22, 2020 | Sep. 18, 2020 | Jun. 19, 2020 | Mar. 20, 2020 |
Distribution Date | Apr. 15, 2021 | Jan. 15, 2021 | Oct. 15, 2020 | Jul. 15, 2020 | Apr. 15, 2020 |
Distribution Per Unit Paid (in dollars per share) | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 |
Total Distribution Paid | $ 894 | $ 894 | $ 893 | $ 873 | $ 873 |
Preferred Units Series B | |||||
Quarter Ended | |||||
Declaration Date | Apr. 22, 2021 | Jan. 21, 2021 | Oct. 22, 2020 | Jul. 22, 2020 | Apr. 20, 2020 |
Distribution Date | May 17, 2021 | Feb. 16, 2021 | Nov. 16, 2020 | Aug. 17, 2020 | May 15, 2020 |
Distribution Per Unit Paid (in dollars per share) | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 |
Total Distribution Paid | $ 1,298 | $ 1,298 | $ 1,298 | $ 1,298 | $ 1,298 |
Preferred Units Series C | |||||
Quarter Ended | |||||
Declaration Date | Apr. 22, 2021 | Jan. 21, 2021 | Oct. 22, 2020 | Jul. 22, 2020 | Apr. 20, 2020 |
Distribution Date | May 17, 2021 | Feb. 16, 2021 | Nov. 16, 2020 | Aug. 17, 2020 | May 15, 2020 |
Distribution Per Unit Paid (in dollars per share) | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 |
Total Distribution Paid | $ 867 | $ 867 | $ 867 | $ 867 | $ 867 |
Net Income (Loss) Per Limited_3
Net Income (Loss) Per Limited Partner Unit - Undistributed Net Loss Attributable to Common Unitholders (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Net income (loss) attributable to partners: | |||
Income (loss) from continuing operations | [1] | $ 5,951 | $ (4,027) |
Less: Net income attributable to noncontrolling interest | [1] | 8 | 8 |
Income (loss) from continuing operations attributable to limited partners | 5,943 | (4,035) | |
Income from discontinued operations, net of tax | [1] | 2,655 | |
Net income (loss) attributable to limited partners | [1] | 5,943 | (1,380) |
Less: Distributions declared to preferred unitholders | [1] | (3,060) | (3,060) |
Less: Accretion of Series C preferred units | (94) | (97) | |
Net income (loss) attributable to common unitholders | [1] | 2,789 | (4,537) |
Undistributed income from discontinued operations | 2,655 | ||
Undistributed loss from continuing operations | (2,309) | (12,288) | |
Preferred Units | |||
Net income (loss) attributable to partners: | |||
Less: Distributions declared to preferred unitholders | (3,060) | (3,060) | |
Common Units | |||
Net income (loss) attributable to partners: | |||
Less: Distributions declared to preferred unitholders | (5,098) | (5,096) | |
Net income (loss) attributable to common unitholders | 2,789 | (4,537) | |
Undistributed loss from continuing operations | (2,309) | (12,288) | |
Common and Subordinated Units | |||
Net income (loss) attributable to partners: | |||
Undistributed net loss | $ (2,309) | $ (9,633) | |
[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 ( Note 8 ). |
Net Income (Loss) Per Limited_4
Net Income (Loss) Per Limited Partner Unit - Net Income (Loss) per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Net income (loss) attributable to partners: | |||
Distributions declared | [1] | $ 3,060 | $ 3,060 |
Undistributed net loss from continuing operations | (2,309) | (12,288) | |
Net income (loss) attributable to common unitholders | [1] | $ 2,789 | $ (4,537) |
Weighted average common units outstanding | |||
Common units – basic | [1] | 25,489 | 25,461 |
Common units – diluted | [1] | 25,489 | 25,461 |
Income (loss) from continuing operations per common unit | |||
Basic | [1] | $ 0.11 | $ (0.28) |
Diluted | [1] | 0.11 | (0.28) |
Net income (loss) per common unit | |||
Basic | [1] | 0.11 | (0.18) |
Diluted | [1] | $ 0.11 | $ (0.18) |
Common Units | |||
Net income (loss) attributable to partners: | |||
Distributions declared | $ 5,098 | $ 5,096 | |
Undistributed net loss from continuing operations | (2,309) | (12,288) | |
Income (loss) from continuing operations attributable to common units - basic | 2,789 | (7,192) | |
Income from discontinued operations attributable to common units - basic | 2,655 | ||
Net income (loss) attributable to common unitholders | 2,789 | (4,537) | |
Income (loss) from continuing operations attributable to common units - diluted | 2,789 | (7,192) | |
Income from discontinued operations attributable to common units - diluted | 2,655 | ||
Net income (loss) attributable to common units - diluted | $ 2,789 | $ (4,537) | |
Weighted average common units outstanding | |||
Common units – basic | 25,489 | 25,461 | |
Common units – diluted | 25,489 | 25,461 | |
Income (loss) from continuing operations per common unit | |||
Basic | $ 0.11 | $ (0.28) | |
Diluted | 0.11 | (0.28) | |
Income from discontinued operations per common unit: | |||
Basic | 0.10 | ||
Diluted | 0.10 | ||
Net income (loss) per common unit | |||
Basic | 0.11 | (0.18) | |
Diluted | $ 0.11 | $ (0.18) | |
[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 ( Note 8 ). |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Investment in receivables, net | ||
Investment in receivables, net | $ 4,989 | $ 5,101 |
Carrying Amount | Senior secured revolving credit facility | ||
Investment in receivables, net | ||
Revolving credit facility | 218,200 | 214,200 |
Carrying Amount | Secured notes | ||
Investment in receivables, net | ||
Secured Notes, net | 278,418 | 279,677 |
Fair Value | ||
Investment in receivables, net | ||
Investment in receivables, net | 5,050 | 5,105 |
Fair Value | Senior secured revolving credit facility | ||
Investment in receivables, net | ||
Revolving credit facility | 218,200 | 214,200 |
Fair Value | Secured notes | ||
Investment in receivables, net | ||
Secured Notes, net | $ 289,174 | $ 298,097 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative Assets | $ 362 | ||
Derivative Liabilities | 2,673 | $ 3,435 | |
Recurring | Level 2 inputs | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative Assets | [1] | 362 | |
Derivative Liabilities | [1] | $ 2,673 | $ 3,435 |
[1] | Fair value is calculated using level 2 inputs. Level 2 inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑derived valuations in which significant inputs and significant value drivers are observable in active markets. |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)item$ / shares$ / property | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Percentage of revenue (as a percent) | 3.00% | ||
Expiration of quarterly cap, measurement period, number of consecutive fiscal quarters (in periods) | item | 4 | ||
Expiration of quarterly cap, measurement period, minimum revenue | $ 120,000,000 | ||
Reimbursement of expenses that exceeded the cap | 900,000 | $ 1,000,000 | |
Management fees related to unconsolidated joint venture not subject to cap | 100,000 | ||
Fee for second year of agreement (in dollars per year) | $ 50,000 | ||
Maximum fee each year starting in third year of agreement, as a percentage of our gross revenue | 0.10% | ||
Minimum fee each year starting in third year of agreement (in dollars per year) | $ 100,000 | ||
License fees related to agreement | $ 25,000 | $ 25,000 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | |
Due from Landmark and affiliates | $ 2,061,000 | $ 1,337,000 | |
4.38% senior secured notes | |||
Related Party Transaction [Line Items] | |||
Interest rate (as a percent) | 4.38% | ||
Incentive Distribution Rights | |||
Related Party Transaction [Line Items] | |||
Incentive distribution and allocations waived amount | $ 0 | $ 0 | |
Threshold percentage per unit per quarter (in dollars per share) | $ / shares | $ 0.2875 | ||
General Partner | |||
Related Party Transaction [Line Items] | |||
Management fee (as a percent) | 2.00% | ||
General Partner | 4.38% senior secured notes | |||
Related Party Transaction [Line Items] | |||
Management fee (as a percent) | 0.50% | ||
Interest rate (as a percent) | 4.38% | ||
General Partner | Secured Notes Management Agreement | |||
Related Party Transaction [Line Items] | |||
Management fee (as a percent) | 1.50% | 1.50% | |
General Partner | Secured Notes Management Agreement | 2018 Secured Notes | Unconsolidated Joint Venture | |||
Related Party Transaction [Line Items] | |||
Management fee (as a percent) | 1.50% | ||
General Partner | Management fees | 2018 Secured Notes | Unconsolidated Joint Venture | |||
Related Party Transaction [Line Items] | |||
Costs incurred | $ 100,000 | $ 100,000 | |
Landmark Dividend LLC | Acquisitions fees | |||
Related Party Transaction [Line Items] | |||
Costs incurred | 0 | 0 | |
Landmark, General Partner and affiliates | |||
Related Party Transaction [Line Items] | |||
Due from Landmark and affiliates | 2,100,000 | $ 1,300,000 | |
Maximum | |||
Related Party Transaction [Line Items] | |||
Management fees related to unconsolidated joint venture not subject to cap | $ 100,000 | ||
Maximum | 2018 Secured Notes | Unconsolidated Joint Venture | |||
Related Party Transaction [Line Items] | |||
Operating revenue per tenant site | $ / property | 46 | ||
Maximum | Incentive Distribution Rights | |||
Related Party Transaction [Line Items] | |||
Percentage of available cash | 50.00% | ||
Maximum | General Partner | Management fees | |||
Related Party Transaction [Line Items] | |||
Costs incurred | $ 100,000 | $ 100,000 |
Segment Information - General I
Segment Information - General Information (Details) - segment | Jun. 30, 2020 | Jun. 29, 2020 |
Segment Reporting [Abstract] | ||
Number of reportable segments | 4 | 3 |
Segment Information - Statement
Segment Information - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue | |||
Rental revenue | [1] | $ 17,284 | $ 13,821 |
Expenses | |||
Property operating | [1] | 712 | 509 |
General and administrative | [1] | 1,481 | 1,488 |
Acquisition-related | [1] | 88 | 5 |
Depreciation and amortization | [1] | 4,680 | 3,602 |
Impairments | [1] | 82 | |
Total expenses | 6,961 | 5,686 | |
Total other income and expenses | [1] | (4,482) | (12,407) |
Income (loss) from continuing operations before income tax benefit | [1] | 5,841 | (4,272) |
Income tax benefit | [1] | (110) | (245) |
Income (loss) from continuing operations | [1] | 5,951 | (4,027) |
Income from discontinued operations, net of tax | [1] | 2,655 | |
Net income (loss) | [1] | 5,951 | (1,372) |
Operating Segments | Wireless Communication | |||
Revenue | |||
Rental revenue | 6,650 | 6,325 | |
Expenses | |||
Property operating | 46 | 107 | |
Depreciation and amortization | 1,771 | 1,922 | |
Total expenses | 1,817 | 2,029 | |
Total other income and expenses | (640) | 155 | |
Income (loss) from continuing operations before income tax benefit | 4,193 | 4,451 | |
Income (loss) from continuing operations | 4,451 | ||
Net income (loss) | 4,193 | 4,451 | |
Operating Segments | Digital Infrastructure | |||
Revenue | |||
Rental revenue | 4,850 | 1,557 | |
Expenses | |||
Property operating | 244 | 135 | |
Depreciation and amortization | 1,261 | 561 | |
Total expenses | 1,505 | 696 | |
Total other income and expenses | (63) | ||
Income (loss) from continuing operations before income tax benefit | 3,282 | 861 | |
Income (loss) from continuing operations | 861 | ||
Net income (loss) | 3,282 | 861 | |
Operating Segments | Outdoor Advertising | |||
Revenue | |||
Rental revenue | 3,831 | 4,019 | |
Expenses | |||
Property operating | 387 | 211 | |
Depreciation and amortization | 1,525 | 999 | |
Impairments | 82 | ||
Total expenses | 1,912 | 1,292 | |
Income (loss) from continuing operations before income tax benefit | 1,919 | 2,727 | |
Income (loss) from continuing operations | 2,727 | ||
Income from discontinued operations, net of tax | 2,655 | ||
Net income (loss) | 1,919 | 5,382 | |
Operating Segments | Renewable Power Generation | |||
Revenue | |||
Rental revenue | 1,953 | 1,920 | |
Expenses | |||
Property operating | 35 | 56 | |
Depreciation and amortization | 123 | 120 | |
Total expenses | 158 | 176 | |
Total other income and expenses | 20 | 18 | |
Income (loss) from continuing operations before income tax benefit | 1,815 | 1,762 | |
Income (loss) from continuing operations | 1,762 | ||
Net income (loss) | 1,815 | 1,762 | |
Corporate | |||
Expenses | |||
General and administrative | 1,481 | 1,488 | |
Acquisition-related | 88 | 5 | |
Total expenses | 1,569 | 1,493 | |
Total other income and expenses | (3,799) | (12,580) | |
Income (loss) from continuing operations before income tax benefit | (5,368) | (14,073) | |
Income tax benefit | (110) | (245) | |
Income (loss) from continuing operations | (13,828) | ||
Net income (loss) | $ (5,258) | $ (13,828) | |
[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 ( Note 8 ). |
Segment Information - Total Ass
Segment Information - Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 895,584 | $ 894,778 |
Corporate | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 18,334 | 18,601 |
Wireless Communication | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 351,647 | 354,457 |
Digital Infrastructure | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 216,042 | 216,849 |
Outdoor Advertising | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 210,016 | 204,990 |
Renewable Power Generation | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 99,545 | $ 99,881 |
Segment Information - Schedule
Segment Information - Schedule of Rental Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Rental revenue | [1] | $ 17,284 | $ 13,821 |
United States | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Rental revenue | 16,354 | 13,518 | |
Australia | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Rental revenue | 375 | 284 | |
Canada | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Rental revenue | $ 555 | $ 19 | |
[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 ( Note 8 ). |
Segment Information - Schedul_2
Segment Information - Schedule of Total Assets by Geographic Location (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 895,584 | $ 894,778 |
United States | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 850,674 | 852,088 |
Australia | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 17,378 | 17,533 |
Canada | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 27,532 | $ 25,157 |
Commitments and Contingencies -
Commitments and Contingencies - Real Property Interest Subject to Subordination (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Real property interest subject to subordination | $ 63.1 |
Tenant Concentration (Details)
Tenant Concentration (Details) - Concentration - Tenant Revenue | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
T-Mobile | |||
Concentration Risk [Line Items] | |||
Percentage of revenue | [1] | 12.30% | 15.00% |
Sungard | |||
Concentration Risk [Line Items] | |||
Percentage of revenue | 11.00% | 4.20% | |
Clear Channel | |||
Concentration Risk [Line Items] | |||
Percentage of revenue | 10.10% | 13.50% | |
[1] | On April 1, 2020, T-Mobile and Sprint completed their merger. As a result, prior year concentrations for T-Mobile and Sprint have been combined to reflect the merger. |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Noncash Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Noncash activities | |||
Capital contribution to fund general and administrative expense reimbursement | $ 938 | $ 1,101 | |
Distributions payable to preferred unitholders | 1,836 | 1,819 | |
Accretion of Series C preferred units | 94 | 97 | |
Purchase price for acquisitions and development activities included in accounts payable and accrued liabilities | 1,085 | 500 | |
Initial recognition of lease liabilities related to right of use assets | 77 | ||
Declared distributions receivable from the unconsolidated joint venture | (675) | ||
Net cash provided by operating activities of discontinued operations | 8,555 | ||
Net cash used in investing activities of discontinued operations | (3,197) | ||
Net cash used in financing activities of discontinued operations | (4) | ||
Preferred Units Series C | |||
Noncash activities | |||
Accretion of Series C preferred units | [1] | $ 94 | 97 |
ASU 2016-13 | |||
Noncash activities | |||
Adoption of ASU 2016-13 | $ (76) | ||
[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 ( Note 8 ). |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash Flows Related to Interest and Income Taxes Paid (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows related to interest paid | ||
Cash paid for interest | $ 4,339 | $ 4,412 |
Capitalized interest | 356 | 657 |
Income taxes paid | $ 76 | $ 312 |