GlobeNewswire Inc | Nov 5, 2021 08:00AM EDT

November 05, 2021

EL SEGUNDO, Calif., Nov. 05, 2021 (GLOBE NEWSWIRE) -- Landmark Infrastructure Partners LP (Landmark, the Partnership, we, us or our) (Nasdaq: LMRK) today announced its third quarter financial results.

Highlights

-- Rental revenue of $17.4 million, a 22% increase year-over-year; -- Net loss attributable to common unitholders of $0.04 and Funds From Operations (FFO) of $0.19 per diluted unit; -- Adjusted Funds From Operations (AFFO) of $0.37 per diluted unit, a 19% increase year-over-year; -- On August 21st, the Partnership entered into a definitive agreement under which it will be acquired by its sponsor, Landmark Dividend LLC, with public unitholders receiving $16.50 in cash for each common unit owned; -- On October 13th, the Partnership issued $172.5 million of secured notes at a rate of 3.722%; -- As of September 30th, 269 digital kiosks deployed within the Dallas Area Rapid Transit (DART) network; and -- A quarterly distribution of $0.20 per common unit.

Third Quarter 2021 ResultsRental revenue for the quarter ended September 30, 2021 was $17.4 million, an increase of 22% compared to the third quarter of 2020. Net loss attributable to common unitholders per diluted unit in the third quarter of 2021 was $0.04, compared to net income attributable to common unitholders per diluted unit of $0.10 in the third quarter of 2020. FFO for the third quarter of 2021 was $0.19 per diluted unit, compared to $0.29 in the third quarter of 2020. The decline in FFO in the third quarter of 2021 compared to the third quarter of 2020 was primarily driven by costs associated with the LMRK take-private transaction, which are included in transaction-related expenses. AFFO per diluted unit, which excludes certain items including unrealized gains and losses on our interest rate hedges, foreign currency transaction gains and losses and transaction-related expenses, was $0.37 in the third quarter of 2021 compared to $0.31 in the third quarter of 2020.

For the nine months ended September 30, 2021, the Partnership reported rental revenue of $52.3 million compared to $41.9 million during the nine months ended September 30, 2020. For the nine months ended September 30, 2021, we generated net income of $13.6 million compared to $22.9 million during the nine months ended September 30, 2020. Net income attributable to common unitholders for the nine months ended September 30, 2021 was $0.16 per diluted unit compared to $0.53 per diluted unit for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, we generated FFO of $0.90 per diluted unit and AFFO of $1.11 per diluted unit, compared to FFO of $0.49 per diluted unit and AFFO of $0.98 per diluted unit during the nine months ended September 30, 2020.

Our operating and financial results were solid again in the third quarter, said Tim Brazy, Chief Executive Officer of the Partnerships general partner. Strong year-over-year growth in AFFO was driven by organic growth within our portfolio and the opportunistic acquisitions we completed in the second half of 2020.

Quarterly DistributionsOn October 22, 2021, the Board of Directors of the Partnerships general partner declared a distribution of$0.20 per common unit, or$0.80per common unit on an annualized basis, for the quarter ended September 30, 2021. The distribution is payable on November 12, 2021 to common unitholders of record as of November 2, 2021.

On October 21, 2021, the Board of Directors of the Partnerships general partner declared a quarterly cash distribution of $0.4375 per Series C preferred unit, which is payable on November 15, 2021 to Series C preferred unitholders of record as of November 1, 2021.

On October 21, 2021, the Board of Directors of the Partnerships general partner declared a quarterly cash distribution of $0.49375 per Series B preferred unit, which is payable on November 15, 2021 to Series B preferred unitholders of record as of November 1, 2021.

OnSeptember 20, 2021, the Board of Directors of the Partnerships general partner declared a quarterly cash distribution of $0.5000 per Series A preferred unit, which was paid on October 15, 2021 to Series A preferred unitholders of record as of October 1, 2021.

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

Recent AcquisitionsYear-to-date through September 30, 2021, the Partnership acquired a total of ten assets for total consideration of approximately $2.2 million.

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

Conference Call InformationThe Partnership will hold a conference call on Friday, November 5, 2021, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its third quarter 2021 financial and operating results. The conference call will be limited to managements prepared remarks, with no question-and-answer session following the remarks, and can be accessed via a live webcast at https://edge.media-server.com/mmc/p/onuxi68q, or by dialing 877-930-8063 in the U.S. and Canada. Investors outside of the U.S. and Canada should dial 253-336-7764. The passcode for both numbers is 1849998.

A webcast replay will be available approximately two hours after the completion of the conference call through November 5, 2022 at https://edge.media-server.com/mmc/p/onuxi68q. The replay is also available through November 14, 2021 by dialing 855-859-2056 or 404-537-3406 and entering the access code 1849998.

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

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

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

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

We define EBITDA as net income before interest expense, income taxes, depreciation and amortization, and we define Adjusted EBITDA as EBITDA before unrealized and realized gain or loss on derivatives, loss on early extinguishment of debt, gain or loss on sale of real property interests, straight line rent adjustments, amortization of above and below market rents, impairments, transaction-related expenses, unit-based compensation, repayments of investments in receivables, foreign currency transaction gain (loss), adjustments for investment in unconsolidated joint venture and the capital contribution to fund our general and administrative expense reimbursement. We believe that to understand our performance further, EBITDA and Adjusted EBITDA should be compared with our reported net income (loss) and net cash provided by operating activities in accordance with GAAP, as presented in our consolidated financial statements.

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

-- our operating performance as compared to other publicly traded limited partnerships, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods; -- the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders; -- our ability to incur and service debt and fund capital expenditures; and -- the viability of acquisitions and the returns on investment of various investment opportunities.

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

Forward-Looking StatementsThis release contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as anticipate, believe, estimate, expect, forecast, project, could, may, should, would, will or other similar expressions that convey the uncertainty of future events or outcomes. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnerships control and are difficult to predict. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Partnership. Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnerships filings with the U.S. Securities and Exchange Commission (the Commission), including the Partnerships annual report on Form 10-K for the year endedDecember 31, 2020 and Current Report on Form 8-K filed with the Commission on February 24, 2021. These risks could cause the Partnerships actual results to differ materially from those contained in any forward-looking statement.

CONTACT: Marcelo Choi Vice President, Investor Relations (213) 788-4528 ir@landmarkmlp.com

Landmark Infrastructure PartnersLPConsolidated Statements of OperationsIn thousands, except per unit data(Unaudited)

Three Months Ended Nine Months Ended September30, September30, 2021 2020 2021 2020 Revenue Rental revenue $ 17,405 $ 14,228 $ 52,259 $ 41,893 Expenses Property operating 1,188 360 2,966 1,223 General and 1,483 768 3,915 3,479 administrativeTransaction-related 3,295 ? 3,421 91 Depreciation and 5,079 3,808 14,871 11,711 amortizationImpairments 8 16 35 200 Total expenses 11,053 4,952 25,208 16,704 Other income and expenses Interest and other income 102 46 331 317 Interest expense (4,962 ) (4,068 ) (14,830 ) (12,759 )Loss on early ? ? ? (2,231 )extinguishment of debtUnrealized gain (loss) on 194 154 1,511 (6,530 )derivativesEquity income (loss) fromunconsolidated joint 329 248 (761 ) 1,085 ventureGain on sale of real 79 ? 189 ? property interestsTotal other income and (4,258 ) (3,620 ) (13,560 ) (20,118 )expensesIncome from continuingoperations before income 2,094 5,656 13,491 5,071 tax benefitIncome tax benefit (80 ) (173 ) (80 ) (508 )Income from continuing 2,174 5,829 13,571 5,579 operationsIncome (loss) fromdiscontinued operations, ? (171 ) ? 17,340 net of taxNet income 2,174 5,658 13,571 22,919 Less: Net incomeattributable to 8 8 24 24 noncontrolling interestsNet income attributable 2,166 5,650 13,547 22,895 to limited partnersLess: Distributions to (3,060 ) (3,055 ) (9,180 ) (9,152 )preferred unitholdersLess: Accretion of Series (96 ) (96 ) (286 ) (289 )C preferred unitsNet (loss) incomeattributable to common $ (990 ) $ 2,499 $ 4,081 $ 13,454 unitholdersIncome (loss) fromcontinuing operations per common unitCommon units ? basic $ (0.04 ) $ 0.10 $ 0.16 $ (0.15 )Common units ? diluted $ (0.04 ) $ 0.10 $ 0.16 $ (0.15 )Net income (loss) per common unitCommon units ? basic $ (0.04 ) $ 0.10 $ 0.16 $ 0.53 Common units ? diluted $ (0.04 ) $ 0.10 $ 0.16 $ 0.53 Weighted average common units outstandingCommon units ? basic 25,489 25,478 25,489 25,472 Common units ? diluted 25,489 25,478 25,489 25,472 Other Data Total leased tenant sites 2,028 1,841 2,028 1,841 (end of period)Total available tenant 2,136 1,952 2,136 1,952 sites (end of period)

Landmark Infrastructure PartnersLPConsolidated Balance SheetsIn thousands, except per unit data(Unaudited)

September30, December31, 2021 2020Assets Land $ 117,556 $ 117,421 Real property interests 689,295 671,468 Construction in progress 40,043 44,787 Total land and real property interests 846,894 833,676 Accumulated depreciation and amortization of (76,744 ) (63,474 )real property interestsLand and net real property interests 770,150 770,202 Investments in receivables, net 4,669 5,101 Investment in unconsolidated joint venture 58,456 60,880 Cash and cash equivalents 11,003 10,447 Restricted cash 3,360 3,195 Rent receivables 3,799 4,016 Due from Landmark and affiliates 1,843 1,337 Deferred loan costs, net 2,711 3,567 Deferred rent receivable 2,691 1,818 Derivative assets 345 ? Other intangible assets, net 17,718 19,417 Right-of-use asset, net 10,232 10,716 Other assets 4,176 4,082 Total assets $ 891,153 $ 894,778 Liabilities and equity Revolving credit facility $ 223,200 $ 214,200 Secured notes, net 275,845 279,677 Accounts payable and accrued liabilities 7,984 6,732 Other intangible liabilities, net 5,054 6,081 Operating lease liability 8,563 8,818 Finance lease liability 70 ? Prepaid rent 6,266 4,446 Derivative liabilities 2,269 3,435 Total liabilities 529,251 523,389 Commitments and contingencies Mezzanine equity Series C cumulative redeemable convertiblepreferred units, 1,982,700 48,188 47,902 units issued and outstanding at September 30,2021 and December 31, 2020, respectivelyEquity Series A cumulative redeemable preferredunits, 1,788,843 units 41,850 41,850 issued and outstanding at September 30, 2021and December 31, 2020, respectivelySeries B cumulative redeemable preferredunits 2,628,932 units 63,014 63,014 issued and outstanding at September 30, 2021and December 31, 2020, respectivelyCommon units, 25,488,992 and 25,478,042 unitsissued and outstanding at 365,108 376,201 September 30, 2021 and December 31, 2020,respectivelyGeneral Partner (156,573 ) (159,070 )Accumulated other comprehensive income 114 1,291 Total limited partners' equity 313,513 323,286 Noncontrolling interests 201 201 Total equity 313,714 323,487 Total liabilities, mezzanine equity and $ 891,153 $ 894,778 equity

Landmark Infrastructure PartnersLPReal Property InterestTable

AvailableTenant Sites LeasedTenant Sites ^(1) Average Average Average Monthly Quarterly Number of Remaining Remaining Tenant Effective Rental PercentageReal Property Interest Infrastructure Number Property Number Lease Site Rent Revenue ^ ofQuarterly Locations^ (1) Interest Term Occupancy Per (6) Rental (Years) (Years)^ Rate^ (3) Tenant (In Revenue ^(6) (2) Site ^(4) thousands) (5)Tenant Lease Assignment with Underlying EasementWireless Communication 693 896 75.4 ^ 843 34.1 $ 5,353 31 % (7)Digital Infrastructure 1 1 99.0 ^ 1 7.9 450 3 % (7)Outdoor Advertising 567 887 79.9 ^ 860 15.0 3,348 19 % (7)Renewable Power Generation 15 47 28.4 ^ 47 33.1 372 2 % (7)Subtotal 1,276 1,831 72.6 ^ 1,751 26.0 $ 9,523 55 % (7)Tenant Lease Assignment only^ (8)Wireless Communication 116 176 44.6 152 15.8 $ 1,055 6 %Outdoor Advertising 33 36 60.6 34 11.8 229 1 %Renewable Power Generation 6 6 45.8 6 23.7 58 ? %Subtotal 155 218 47.3 192 15.3 $ 1,342 7 %Tenant Lease on Fee Simple Wireless Communication 18 29 99.0 ^ 27 25.8 $ 222 1 % (7)Digital Infrastructure 13 13 99.0 ^ 13 23.6 4,454 25 % (7)Outdoor Advertising 26 28 99.0 ^ 28 5.9 243 2 % (7)Renewable Power Generation 14 17 99.0 ^ 17 27.7 1,621 10 % (7)Subtotal 71 87 99.0 ^ 85 19.6 $ 6,540 38 % (7)Total 1,502 2,136 68.1 ^ 2,028 24.5 $ 17,405 100 % (9)Aggregate Portfolio Wireless Communication 827 1,101 66.1 1,022 31.1 93 % $ 2,080 $ 6,630 38 %Digital Infrastructure 14 14 99.0 14 22.5 100 % 116,439 4,904 28 %Outdoor Advertising 626 951 71.4 922 14.5 97 % 1,954 3,820 22 %Renewable Power Generation 35 70 34.5 70 29.4 100 % 9,767 2,051 12 %Total 1,502 2,136 68.1 ^ 2,028 24.5 95 % $ 3,250 $ 17,405 100 % (9)

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^?Available Tenant Sites? means the number of individual sites that could^ be leased. For example, if we have an easement on a single rooftop, on(1) which three different tenants can lease space from us, this would be counted as three ?tenant sites,? and all three tenant sites would be at a single infrastructure location with the same address. ^Assumes the exercise of all remaining renewal options of tenant leases.^ Assuming no exercise of renewal options, the average remaining lease terms(2) for our wireless communication, digital infrastructure, outdoor advertising, renewable power generation and total portfolio as of September 30, 2021 were 2.2, 8.6, 6.5, 16.1 and 4.2 years, respectively.^ ^Represents the number of leased tenant sites divided by the number of(3) available tenant sites.^ ^Occupancy and average monthly effective rent per tenant site are shown(4) only on an aggregate portfolio basis by industry.^ ^Represents total monthly revenue excluding the impact of amortization of(5) above and below market lease intangibles divided by the number of leased tenant sites.^ ^Represents GAAP rental revenue recognized under existing tenant leases for(6) the three months ended September 30, 2021. Excludes interest income on receivables.^ ^Fee simple ownership and perpetual easements are shown as having a term of(7) 99years for purposes of calculating the average remaining term. ^Reflects ?springing lease agreements? whereby the cancellation or nonrenewal of a tenant lease entitles us to enter into a new ground lease^ with the property owner (up to the full property interest term) and a(8) replacement tenant lease. The remaining lease assignment term is, therefore, equal to or longer than the remaining lease term. Also represents properties for which the ?springing lease? feature has been exercised and has been replaced by a lease for the remaining lease term.^ ^Excluding perpetual ownership rights, the average remaining property(9) interest term on our tenant sites is approximately 58years.

Landmark Infrastructure PartnersLPReconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)In thousands, except per unit data(Unaudited)

Three Months Ended Nine Months Ended September30, September30, 2021 2020 ^ 2021 2020 ^(1) (1)Net income $ 2,174 $ 5,658 $ 13,571 $ 22,919 Adjustments: Depreciation and 5,079 3,808 14,871 12,247 amortization expenseImpairments 8 16 35 200 (Gain) loss on sale ofreal property interests, (79 ) 215 (189 ) (15,508 )net of income taxesAdjustments for investmentin unconsolidated joint 705 742 3,730 1,825 ventureDistributions to preferred (3,060 ) (3,055 ) (9,180 ) (9,152 )unitholdersDistributions to (8 ) (8 ) (24 ) (24 )noncontrolling interestsFFO attributable to common $ 4,819 $ 7,376 $ 22,814 $ 12,507 unitholdersAdjustments: General and administrative 1,050 425 2,497 2,455 expense reimbursement^ (2)Transaction-related 3,295 ? 3,421 432 expensesUnrealized (gain) loss on (194 ) (154 ) (1,511 ) 8,329 derivativesStraight line rent (192 ) 7 (614 ) 384 adjustmentsUnit-based compensation ? ? 120 120 Amortization of deferredloan costs and discount on 659 640 1,907 1,845 secured notesAmortization of above- and (238 ) (245 ) (708 ) (726 )below-market rents, netDeferred income tax (31 ) (152 ) (122 ) (460 )benefitLoss on early ? ? ? 2,231 extinguishment of debtRepayments of receivables 181 152 432 395 Adjustments for investmentin unconsolidated joint 47 26 127 103 ventureForeign currency ? (86 ) ? (2,721 )transaction gainAFFO attributable to $ 9,396 $ 7,989 $ 28,363 $ 24,894 common unitholders FFO per common unit - $ 0.19 $ 0.29 $ 0.90 $ 0.49 dilutedAFFO per common unit - $ 0.37 $ 0.31 $ 1.11 $ 0.98 dilutedWeighted average commonunits outstanding - 25,489 25,478 25,489 25,472 diluted

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^ ^Amounts include the effects that are reported in discontinued operations.(1) ^Under the omnibus agreement with Landmark, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to 3% of our revenue during the current calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four^ consecutive fiscal quarters exceeds $120million and (ii)November 19,(2) 2021. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reimbursed by Landmark and reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.

Landmark Infrastructure PartnersLPReconciliation of EBITDA and Adjusted EBITDAIn thousands(Unaudited)

Three Months Ended Nine Months Ended September30, September30, 2021 2020 ^ 2021 2020 ^(1) (1)Reconciliation of EBITDAand Adjusted EBITDA to Net IncomeNet income $ 2,174 $ 5,658 $ 13,571 $ 22,919 Interest expense 4,962 4,068 14,830 13,400 Depreciation and 5,079 3,808 14,871 12,247 amortization expenseIncome tax expense (80 ) (131 ) (80 ) (28 )EBITDA $ 12,135 $ 13,403 $ 43,192 $ 48,538 Impairments 8 16 35 200 Transaction-related 3,295 ? 3,421 432 Unrealized (gain) loss on (194 ) (154 ) (1,511 ) 8,329 derivativesLoss on early ? ? ? 2,231 extinguishment of debt(Gain) loss on sale of (79 ) 215 (189 ) (15,508 )real property interestsUnit-based compensation ? ? 120 120 Straight line rent (192 ) 7 (614 ) 384 adjustmentsAmortization of above-and below-market rents, (238 ) (245 ) (708 ) (726 )netRepayments of investments 181 152 432 395 in receivablesAdjustments forinvestment in 1,397 1,430 5,801 3,920 unconsolidated jointventureForeign currency ? (86 ) ? (2,721 )transaction gainDeemed capitalcontribution to fundgeneral and 1,050 425 2,497 2,455 administrative expensereimbursement^(2)Adjusted EBITDA $ 17,363 $ 15,163 $ 52,476 $ 48,049 Reconciliation of EBITDAand Adjusted EBITDA to Net Cash Provided byOperating ActivitiesNet cash provided by $ 11,365 $ 11,886 $ 34,701 $ 31,982 operating activitiesUnit-based compensation ? ? (120 ) (120 )Unrealized gain (loss) on 194 154 1,511 (8,329 )derivativesLoss on early ? ? ? (2,231 )extinguishment of debtDepreciation and (5,079 ) (3,808 ) (14,871 ) (12,247 )amortization expenseAmortization of above-and below-market rents, 238 245 708 726 netAmortization of deferredloan costs and discount (659 ) (640 ) (1,907 ) (1,845 )on secured notesImpairments (8 ) (16 ) (35 ) (200 )Gain (loss) on sale of 79 (215 ) 189 15,508 real property interestsAdjustment for ? (45 ) ? (195 )uncollectible accountsEquity income (loss) fromunconsolidated joint 329 248 (761 ) 1,085 ventureDistributions of earningsfrom unconsolidated joint (1,184 ) (726 ) (1,663 ) (1,651 )ventureForeign currency ? 86 ? 2,721 transaction gainWorking capital changes (3,101 ) (1,511 ) (4,181 ) (2,285 )Net income $ 2,174 $ 5,658 $ 13,571 $ 22,919 Interest expense 4,962 4,068 14,830 13,400 Depreciation and 5,079 3,808 14,871 12,247 amortization expenseIncome tax benefit (80 ) (131 ) (80 ) (28 )EBITDA $ 12,135 $ 13,403 $ 43,192 $ 48,538 Less: Gain on sale of real (79 ) ? (189 ) (15,508 )property interestsUnrealized gain on (194 ) (154 ) (1,511 ) ? derivativesStraight line rent (192 ) ? (614 ) ? adjustmentAmortization of above-and below-market rents, (238 ) (245 ) (708 ) (726 )netForeign currency ? (86 ) ? (2,721 )transaction gainAdd: Impairments 8 16 35 200 Transaction-related 3,295 ? 3,421 432 Unrealized loss on ? ? ? 8,329 derivativesLoss on early ? 215 ? 2,231 extinguishment of debtUnit-based compensation ? ? 120 120 Straight line rent ? 7 ? 384 adjustmentRepayments of investments 181 152 432 395 in receivablesAdjustments forinvestment in 1,397 1,430 5,801 3,920 unconsolidated jointventureDeemed capitalcontribution to fundgeneral and 1,050 425 2,497 2,455 administrative expensereimbursement^ (2)Adjusted EBITDA $ 17,363 $ 15,163 $ 52,476 $ 48,049

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^ ^Amounts include the effects that are reported in discontinued operations.(1) ^Under the omnibus agreement with Landmark, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to 3% of our revenue during the current calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four^ consecutive fiscal quarters exceeded $120million and (ii)November 19,(2) 2021. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reimbursed by Landmark and reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.