Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Landmark Infrastructure Partners LP | |
Entity Central Index Key | 0001615346 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
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 | true | |
Entity Ex Transition Period | true | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LMRK | |
Limited Partners Units | 25,338,432 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Land | $ 131,731 | $ 128,302 |
Real property interests | 509,369 | 517,423 |
Construction in progress | 35,456 | 29,556 |
Total land and real property interests | 676,556 | 675,281 |
Accumulated amortization real property interests | (40,926) | (39,069) |
Land and net real property interests | 635,630 | 636,212 |
Investments in receivables, net | 9,611 | 18,348 |
Investment in unconsolidated joint venture | 64,133 | 65,670 |
Cash and cash equivalents | 6,034 | 4,108 |
Restricted cash | 4,994 | 3,672 |
Rent receivables, net | 5,194 | 4,292 |
Due from Landmark and affiliates | 2,584 | 1,390 |
Deferred loan costs, net | 5,350 | 5,552 |
Deferred rent receivable | 5,254 | 5,251 |
Derivative assets | 2,432 | 4,590 |
Other intangible assets, net | 20,485 | 20,839 |
Assets held for sale (AHFS) | 20,448 | 7,846 |
Right of use asset, net | 7,495 | |
Other assets | 9,470 | 8,843 |
Total assets | 799,114 | 786,613 |
Liabilities and equity | ||
Revolving credit facility | 165,000 | 155,000 |
Secured notes, net | 222,752 | 223,685 |
Accounts payable and accrued liabilities | 5,173 | 7,435 |
Other intangible liabilities, net | 8,733 | 9,291 |
Liabilities associated with AHFS | 180 | 397 |
Lease liability | 7,525 | |
Prepaid rent | 5,884 | 5,418 |
Derivative liabilities | 1,019 | 402 |
Total liabilities | 416,266 | 401,628 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Accumulated other comprehensive income | (1,063) | (2,806) |
Total partners' equity | 334,983 | 337,476 |
Noncontrolling interests | 201 | 201 |
Total equity | 335,184 | 337,677 |
Total liabilities, mezzanine equity and equity | 799,114 | 786,613 |
Limited Partners | Preferred Units Series C | ||
Mezzanine equity | ||
Limited partners | 47,664 | 47,308 |
Limited Partners | Preferred Units Series A | ||
Equity | ||
Limited partners | 37,207 | 37,207 |
Limited Partners | Preferred Units Series B | ||
Equity | ||
Limited partners | 58,936 | 58,936 |
Total equity | 58,936 | 58,936 |
Limited Partners | Common Units | ||
Equity | ||
Limited partners | 405,731 | 411,158 |
Total equity | 405,731 | 411,158 |
General Partner | ||
Equity | ||
General Partner | (165,828) | (167,019) |
Total equity | $ (165,828) | $ (167,019) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - Limited Partners - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Units Series C | ||
Temporary equity, preferred units | ||
Preferred units issued (in shares) | 2,000,000,000 | 0 |
Preferred units outstanding (in shares) | 2,000,000,000 | 0 |
Preferred Units Series A | ||
Preferred units | ||
Preferred units issued (in shares) | 1,593,149,000 | 1,593,149,000 |
Preferred units outstanding (in shares) | 1,593,149,000 | 1,593,149,000 |
Preferred Units Series B | ||
Preferred units | ||
Preferred units issued (in shares) | 2,463,015,000 | 2,463,015,000 |
Preferred units outstanding (in shares) | 2,463,015,000 | 2,463,015,000 |
Common Units | ||
Common and subordinated units | ||
Units issued (in shares) | 25,338,432,000 | 25,327,801,000 |
Units outstanding (in shares) | 25,338,432,000 | 25,327,801,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Rental revenue | $ 14,393 | $ 15,695 |
Expenses | ||
Property operating | 665 | 286 |
General and administrative | 1,478 | 1,699 |
Acquisition-related | 127 | 185 |
Amortization | 3,517 | 4,022 |
Impairments | 204 | |
Total expenses | 5,991 | 6,192 |
Other income and expenses | ||
Interest and other income | 394 | 438 |
Interest expense | (4,488) | (6,272) |
Unrealized gain (loss) on derivatives | (2,762) | 3,148 |
Equity loss from unconsolidated joint venture | (55) | |
Gain on sale of real property interests | 5,862 | |
Foreign currency transaction loss | (21) | |
Total other income and expenses | (1,070) | (2,686) |
Income before income tax expense | 7,332 | 6,817 |
Income tax expense | 122 | 76 |
Net income | 7,210 | 6,741 |
Less: Net income attributable to noncontrolling interest | 8 | 4 |
Net income attributable to limited partners | 7,202 | 6,737 |
Less: Distributions declared to preferred unitholders | (2,894) | (1,944) |
Less: General partner's incentive distribution rights | (197) | (195) |
Net income attributable to common and subordinated unitholders | $ 3,755 | $ 4,598 |
Net income (loss) per common and subordinated unit | ||
Common units – basic | $ 0.15 | $ 0.21 |
Common units – diluted | $ 0.15 | 0.19 |
Subordinated units – basic and diluted | $ (0.19) | |
Weighted average common and subordinated units outstanding | ||
Common units – basic | 25,338 | 22,996 |
Common units – diluted | 25,338 | 24,564 |
Subordinated units – basic and diluted | 1,568 | |
Cash distributions declared per common and subordinated unit | $ 0.3675 | $ 0.3675 |
Preferred Units Series C | ||
Other income and expenses | ||
Less: Accretion of Series C preferred units | $ (356) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 7,210 | $ 6,741 |
Other comprehensive income: | ||
Foreign currency translation adjustment | 1,743 | 1,038 |
Other comprehensive income | 1,743 | 1,038 |
Comprehensive income | 8,953 | 7,779 |
Less: Comprehensive income attributable to noncontrolling interest | 8 | 4 |
Comprehensive income attributable to limited partners | $ 8,945 | $ 7,775 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND MEZZANINE EQUITY - USD ($) $ in Thousands | Total | Limited PartnersCommon Units | Limited PartnersSubordinated Units | Limited PartnersPreferred Units Series A | Limited PartnersPreferred Units Series B | Limited PartnersPreferred Units Series C | General Partner | Accumulated Other Comprehensive Income (loss) | Noncontrolling Interest |
Balance at Dec. 31, 2017 | $ 254,358 | $ 288,527 | $ 19,641 | $ 36,604 | $ 58,936 | $ (150,519) | $ 968 | $ 201 | |
Balance (in units) at Dec. 31, 2017 | 20,146,458 | 3,135,109 | 1,568,402 | 2,463,015 | |||||
Increase (decrease) in partners' capital | |||||||||
Net investment of Drop-down Assets | (20,394) | (20,394) | |||||||
Foreign currency translation adjustment | 1,038 | 1,038 | |||||||
Issuance of Preferred Units, net | 603 | $ 603 | |||||||
Issuance of Preferred Units, net (in units) | 1,721,000 | 25,000 | |||||||
Issuance of Common Units, net | 30,926 | $ 30,926 | |||||||
Conversion of subordinated units | $ 18,186 | $ (18,186) | |||||||
Conversion of subordinated units (in units) | 3,135,109 | (3,135,109) | |||||||
Distributions | (11,361) | $ (7,959) | $ (1,152) | $ (768) | $ (1,176) | (302) | (4) | ||
Capital contribution to fund general and administrative expense reimbursement | 1,202 | 1,202 | |||||||
Unit-based compensation | 70 | $ 70 | |||||||
Unit-based compensation (in units) | 3,826 | ||||||||
Net income | 6,741 | $ 4,901 | $ (303) | 768 | 1,176 | 195 | 4 | ||
Balance at Mar. 31, 2018 | 263,183 | $ 334,651 | $ 37,207 | $ 58,936 | (169,818) | 2,006 | 201 | ||
Balance (in units) at Mar. 31, 2018 | 25,005,542 | 1,593,149 | 2,463,015 | ||||||
Balance at Dec. 31, 2018 | 337,677 | $ 411,158 | $ 37,207 | $ 58,936 | (167,019) | (2,806) | 201 | ||
Balance (in units) at Dec. 31, 2018 | 25,327,801 | 1,593,149 | 2,463,015 | 2,000,000 | |||||
Increase (decrease) in partners' capital | |||||||||
Foreign currency translation adjustment | 1,743 | 1,743 | |||||||
Distributions | (11,494) | $ (9,312) | $ (788) | $ (1,189) | (197) | (8) | |||
Capital contribution from Sponsor | 994 | 994 | |||||||
Other deemed contributions | 197 | 197 | |||||||
Unit-based compensation | 130 | $ 130 | |||||||
Unit-based compensation (in units) | 10,631 | ||||||||
Net income | 5,937 | $ 3,755 | 788 | 1,189 | 197 | 8 | |||
Balance at Mar. 31, 2019 | $ 335,184 | $ 405,731 | $ 37,207 | $ 58,936 | $ (165,828) | $ (1,063) | $ 201 | ||
Balance (in units) at Mar. 31, 2019 | 25,338,432 | 1,593,149 | 2,463,015 | 2,000,000 | |||||
Temporary equity, Balance at Dec. 31, 2018 | $ 47,308 | ||||||||
Increase (Decrease) in temporary equity | |||||||||
Temporary equity, Distributions | (917) | ||||||||
Temporary equity, Net income | 1,273 | ||||||||
Temporary equity, Balance at Mar. 31, 2019 | $ 47,664 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Operating activities | |||
Net income | $ 7,210 | $ 6,741 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Unit-based compensation | 130 | 70 | |
Unrealized (gain) loss on derivatives | 2,762 | (3,148) | |
Amortization expense | 3,517 | 4,022 | |
Amortization of above- and below- market lease | (224) | (328) | |
Amortization of deferred loan costs | 665 | 798 | |
Amortization of discount on secured notes | 93 | 93 | |
Receivables interest accretion | (3) | $ (3) | |
Impairments | 204 | ||
Gain on sale of real property interests | (5,862) | ||
Allowance for doubtful accounts | 5 | (10) | |
Equity loss from unconsolidated joint venture | 55 | ||
Return on investment in unconsolidated joint venture | 1,482 | ||
Foreign currency transaction loss | 21 | ||
Changes in operating assets and liabilities: | |||
Rent receivables, net | (899) | 107 | |
Accounts payable and accrued liabilities | (416) | 743 | |
Deferred rent | 110 | 81 | |
Prepaid rent | 466 | 1,728 | |
Due from Landmark and affiliates | (598) | 1,126 | |
Other assets | (551) | (343) | |
Net cash provided by operating activities | 8,167 | 11,680 | |
Investing activities | |||
Acquisition of land | (3,346) | (6,931) | |
Acquisition of real property interests and development activities | (12,159) | (27,309) | |
Proceeds from sale of real property interests | 13,385 | ||
Repayments of receivables | 150 | 299 | 1,108 |
Net cash used in investing activities | (1,970) | (33,941) | |
Financing activities | |||
Proceeds from the issuance of Common Units, net | 437 | ||
Proceeds from the issuance of Preferred Units, net | 603 | ||
Proceeds from revolving credit facility | 10,000 | 40,000 | |
Principal payments on secured notes | (1,361) | (969) | |
Deferred loan costs | (128) | (253) | |
Capital contribution to fund general and administrative expense reimbursement | 764 | 491 | |
Distributions to non-controlling interests | (8) | (4) | |
Consideration associated with Drop-down Acquisitions | (20,394) | ||
Net cash provided by (used in) financing activities | (2,964) | 8,502 | |
Effect of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | 15 | 21 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 3,248 | (13,738) | |
Cash, cash equivalents and restricted cash at beginning of the period | 7,780 | 27,860 | 27,860 |
Cash, cash equivalents and restricted cash at end of the period | 11,028 | 14,122 | $ 7,780 |
Limited Partners | Preferred Units | |||
Financing activities | |||
Distributions to limited partners | (2,919) | (1,996) | |
Limited Partners | Common and Subordinated Units | |||
Financing activities | |||
Distributions to limited partners | $ (9,312) | $ (9,413) |
Business
Business | 3 Months Ended |
Mar. 31, 2019 | |
Limited Liability Company Or Limited Partnership Business Organization And Operations [Abstract] | |
Business | 1. Business Landmark Infrastructure Partners LP (the “Partnership”) was formed on July 28, 2014 by Landmark Dividend LLC (“Landmark” or “Sponsor”) to own and manage a portfolio of real property interest and infrastructure assets that are leased to companies in the wireless communication, outdoor advertising and renewable power generation industries. In addition, the Partnership owns certain interests in receivables associated with similar assets. 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 (the “IPO”). 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, 2019, 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, 2019 | |
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, 2019 and 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. All references to tenant sites are unaudited. 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 foreign wholly owned 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 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. Recently Issued Accounting Standards Changes to GAAP are established by the FASB in the form of ASUs to the FASB’s Accounting Standard Codification. The Partnership considers the applicability and impact of all ASUs. Newly issued ASUs not listed below 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses Codification Improvements to Topic 326, Financial Instruments – Credit Losses In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2018, the FASB approved an optional practical expedient that would allow lessors to elect, by class of underlying asset, to not separate nonlease components from the related lease components. The practical expedient is limited to circumstances in which both (1) the timing and pattern of revenue recognition are the same for the nonlease component and related lease component and (2) the combined single lease component would be classified as an operating lease. If a lessee makes payments for taxes and insurance directly to a third party on behalf of a lessor, lessors are required to exclude them from variable payments and from recognition in the lessors’ income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional lease revenue recognized by the lessor on a gross basis in their income statements. The FASB has also clarified that the lease ASU will require an assessment of whether a land easement meets the definition of a lease under the new lease ASU. An entity with land easements that are not accounted for as leases under the current lease accounting standards, however, may elect a practical expedient to exclude those land easements from assessment under the new lease accounting standards (ASU No 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842) The Partnership adopted the guidance as of January 1, 2019. We elected to adopt the following practical expedients provided by these ASUs: • Package of practical expedients – requires us to not reevaluate our existing or expired leases as of January 1, 2019, under the new lease accounting ASUs. The election of the package of practical expedients allowed us to not reassess whether any expired or existing contracts are or contain leases and not reassess lease classification for any expired or existing leases that commenced prior to January 1, 2019. The package of practical expedients also allowed an entity to not reassess initial direct costs for any existing leases. The Partnership has not incurred such initial direct costs for leases. Consequently, the adoption of the new lease ASUs had no effect on our accounting of initial direct cost on January 1, 2019. • Optional transition method practical expedient – requires us to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. • Land easements practical expedient – requires us to account for land easements existing as of January 1, 2019, under the accounting standards applied to them prior to January 1, 2019. The Partnership’s land easements are primarily prepaid and included on the Consolidated Balance Sheets in real property interest, the impact of the adoption of the easement related provisions does not have a significant impact on our Consolidated Financial Statements. • Single component practical expedient – requires us to account for lease and nonlease components associated with that lease under the new lease ASUs, if certain criteria are met. Our operating leases commencing or modified after January 1, 2019, for which we are the lessor are expected to qualify for the single component practical expedient accounting. • Short-term leases practical expedient – for our operating leases with a term of 12 months or less in which we are the lessee, this expedient requires us to not record on our balance sheets related lease liabilities and right-of-use assets. While most of our leases are and will continue to be classified as operating leases in which the Partnership is the lessor, the Partnership is the lessee in an insignificant population of leases that have recurring ground lease rental payments. We applied the modified retrospective transition method and practical expedients mentioned above to all leases existing at January 1, 2019. The adoption of ASC 842 resulted in the recognition of right-of-use assets and lease liabilities on the Consolidated Balance Sheets on January 1, 2019 for such operating leases of $7.6 million, based on the present value of the remaining minimum rental payments using each respective lease term and a corresponding incremental borrowing rate. We used a discount rate of approximately 4.5%, 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. The ASUs did not significantly effect the calculations of our debt covenants. The following table represents the future minimum ground lease payments at March 31, 2019 (in thousands). 2019 (nine months) $ 333 2020 452 2021 462 2022 472 2023 482 Thereafter 11,638 Total $ 13,839 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Drop-down Acquisitions During the three months ended March 31, 2018, the Partnership completed one drop-down acquisition from our Sponsor and affiliates (referred to as the “Drop-down Acquisition”). Certain real property interests included in the Drop-down Acquisition completed by the Partnership were part of the right of first offer assets acquired from Landmark Dividend Growth Fund-H LLC (“Fund H”). The following table presents the Drop-down Acquisition completed by the Partnership during 2018: Number of Tenant Sites Consideration (in millions) Acquisition Date Source Wireless Communication Outdoor Advertising Renewable Power Generation Total Borrowings and Available Cash Common Units Total January 18, 2018 Fund H 30 90 7 127 $ 32.6 $ 27.3 $ 59.9 2018 Acquisitions 30 90 7 127 $ 32.6 $ 27.3 $ 59.9 The Drop-down Acquisition is a transfer of net assets between entities under common control as the acquisition does not meet the definition of a business in accordance with ASU No. 2017-01. The transfer of net assets is accounted for prospectively in the period in which the transfer occurs at the net carrying value. Any differences between the cash consideration and the net carrying value of the transfer of net assets has been allocated to the General Partner. During the three months ended March 31, 2018, the difference between the total consideration of $59.9 million and the net carrying value of $39.5 million, was allocated to the General Partner. Third Party Acquisitions During the three months ended March 31, 2019 and the year ended December 31, 2018, the Partnership completed various direct third-party acquisitions. Third-party acquisitions include acquisitions in exchange for Common Units pursuant to our previously filed and effective registration statement on Form S-4, in which we may offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities (the “Unit Exchange Program” or “UEP”). The following table presents direct third-party acquisitions completed by the Partnership during the three months ended March 31, 2019 and the year ended December 31, 2018: No. of Tenant Sites Consideration (in millions) Acquisition Description Wireless Communication Outdoor Advertising Renewable Power Generation Total Borrowings and Available Cash Common Units Total First Quarter International — 104 — 104 $ 6.0 $ — $ 6.0 2019 Total — 104 — 104 $ 6.0 $ — $ 6.0 First Quarter UEP 5 1 — 6 $ — $ 3.2 $ 3.2 Domestic 15 12 — 27 21.3 — 21.3 Total 20 13 — 33 $ 21.3 $ 3.2 $ 24.5 Second Quarter International — 8 — 8 $ 7.3 $ — $ 7.3 UEP 7 1 — 8 0.6 1.8 2.4 Domestic 3 1 — 4 21.5 — 21.5 Total 10 10 — 20 $ 29.4 $ 1.8 $ 31.2 Third Quarter International 2 12 — 14 $ 14.2 $ — $ 14.2 UEP 10 — — 10 0.9 1.8 2.7 Domestic 2 11 — 13 2.0 — 2.0 Total 14 23 — 37 $ 17.1 $ 1.8 $ 18.9 Fourth Quarter International — 8 — 8 $ 0.2 $ — $ 0.2 UEP 4 — — 4 — 0.9 0.9 Domestic 1 1 — 2 0.1 — 0.1 Total 5 9 — 14 $ 0.3 $ 0.9 $ 1.2 2018 Total 49 55 — 104 $ 68.1 $ 7.7 $ 75.8 |
Real Property Interests
Real Property Interests | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Real Property Interests | 4. Real Property Interests The following table summarizes the Partnership’s real property interests (in thousands): March 31, 2019 December 31, 2018 Land $ 131,731 $ 128,302 Real property interests – perpetual 104,518 101,343 Real property interests – finite life 404,851 416,080 Construction in progress 35,456 29,556 Total land and real property interests 676,556 675,281 Accumulated amortization of real property interests (40,926 ) (39,069 ) Land and net real property interests $ 635,630 $ 636,212 On January 4, 2019, the Partnership completed the sale of its real property interest held for sale as of December 31, 2018 for total consideration of $13.5 million. We recognized a gain on sale of real property interest of $5.9 million upon completion of the sale. During 2017, the Partnership started developing an ecosystem of technologies that provides smart enabled infrastructure (“FlexGrid TM TM TM In December 2016, the Partnership formed a joint venture to acquire real property interests that are leased to companies in the outdoor advertising industry located in the UK and Europe. Our venture partner provides acquisition opportunities and asset management services to the consolidated joint venture. As of March 31, 2019, the consolidated joint venture had 139 tenant sites and one investment in receivable with total net book value of $54.9 million. During the three months ended March 31, 2019 and 2018, the consolidated joint venture generated rental revenue of $1.2 million and $0.6 million, respectively. 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%. The following table summarizes final allocations for acquisitions during the three months ended March 31, 2019 and the year ended December 31, 2018 of estimated fair values of the assets acquired and liabilities assumed (in thousands). Investments in real In-place lease Above-market Below-market Period Land property interests intangibles lease intangibles lease intangibles Total 2019 $ 2,330 $ 3,640 $ 248 $ 76 $ (23 ) $ 6,271 2018 16,646 91,314 7,939 1,309 (2,031 ) 115,177 Future estimated aggregate amortization of finite lived real property interests for each of the five succeeding fiscal years and thereafter as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 8,841 2020 11,068 2021 10,451 2022 10,087 2023 9,989 Thereafter 313,489 Total $ 363,925 The weighted average remaining amortization period for non‑perpetual real property interests is 42 years as of March 31, 2019. During the three months ended March 31, 2019, two of the Partnership’s real property interests were impaired and recognized impairment charges totaling $0.2 million. The carrying value of each real property interest was determined to have a fair value of zero. There was no impairment during the three months ended March 31, 2018. In March 2019, the Partnership entered into a plan to sell certain real property interests and investments in receivables. The Partnership determined that the sale did not meet the criteria for discontinued operations presentation as the plan to sell did not represent a strategic shift that would have a major effect on its operations and financial results. As a result of this classification, the assets and liabilities were separately presented as AHFS and liabilities associated with AHFS in the consolidated balance sheet as of March 31, 2019. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are as follows (in thousands): March 31, 2019 December 31, 2018 Land $ 416 $ 1,286 Real property interests, net 11,626 5,566 Investments in receivables, net 8,331 — Other intangible assets, net 75 994 AHFS $ 20,448 $ 7,846 Other intangible liabilities, net $ 180 $ 397 Liabilities associated with AHFS $ 180 $ 397 |
Other Intangible Assets and Lia
Other Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Other Intangible Assets And Liabilities [Abstract] | |
Other Intangible Assets and Liabilities | 5. Other Intangible The following table summarizes our identifiable intangible assets, including above/below ‑ March 31, 2019 December 31, 2018 Acquired in-place lease Gross amount $ 23,369 $ 23,261 Accumulated amortization (6,597 ) (6,237 ) Net amount $ 16,772 $ 17,024 Acquired above-market leases Gross amount $ 6,619 $ 6,542 Accumulated amortization (2,906 ) (2,727 ) Net amount $ 3,713 $ 3,815 Total other intangible assets, net $ 20,485 $ 20,839 Acquired below-market leases Gross amount $ (16,784 ) $ (17,097 ) Accumulated amortization 8,051 7,806 Total other intangible liabilities, net $ (8,733 ) $ (9,291 ) We recorded net amortization of above ‑ ‑ ‑ Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of March 31, 2019 follows (in thousands): Acquired in-place leases Acquired above-market Acquired below-market 2019 (nine months) $ 1,315 $ 526 $ (1,157 ) 2020 1,640 534 (1,499 ) 2021 1,578 428 (1,372 ) 2022 1,483 346 (1,249 ) 2023 1,207 310 (806 ) Thereafter 9,549 1,569 (2,650 ) Total $ 16,772 $ 3,713 $ (8,733 ) |
Investments in Receivables
Investments in Receivables | 3 Months Ended |
Mar. 31, 2019 | |
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 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. These cash flow financing arrangements are accounted for as receivables in our consolidated financial statements. Transfer of investments in receivables from the Sponsor and affiliates to the Partnership, which met the conditions to be accounted for as a sale in accordance with ASC 860, Transfers and Servicing Interest income recognized on the receivables totaled $0.4 million for the three months ended March 31, 2019 and 2018, respectively. In March 2019, the Partnership entered into a plan to sell certain real property interests and investments in receivables. The Partnership determined that the sale did not meet the criteria for discontinued operations presentation as the plan to sell did not represent a strategic shift that would have a major effect on its operations and financial results. As a result of this classification, the assets and liabilities were separately presented as AHFS and liabilities associated with AHFS in the consolidated balance sheet as of March 31, 2019. The following table reflects the activity in investments in receivables (in thousands): March 31, 2019 December 31, 2018 Investments in receivables – beginning $ 18,348 $ 20,782 Impairments — (785 ) Sales — (350 ) Transfers (8,661 ) — Repayments (150 ) (1,108 ) Interest accretion 3 3 Foreign currency translation adjustment 71 (194 ) Investments in receivables – ending $ 9,611 $ 18,348 Annual amounts due as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 1,001 2020 1,297 2021 1,345 2022 1,463 2023 1,570 Thereafter 12,017 Total $ 18,693 Interest $ 9,082 Principal 9,611 Total $ 18,693 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2019 | |
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. The Partnership recognized a gain on contribution of real property interests in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets 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 net proceeds from the 2018 Securitization were primarily used to pay down the revolving credit facility by $120.5 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, 2019 December 31, 2018 Total assets $ 259,707 $ 263,228 Total liabilities 127,997 128,448 Total equity 131,710 134,780 Total liabilities and equity $ 259,707 $ 263,228 The following table summarizes financial information for the unconsolidated JV during the three months ended March 31, 2019 (in thousands): Rental revenue $ 3,507 Net loss (109 ) Partnership's share in losses (55 ) Distributions received by the Partnership 1,482 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following table summarizes the Partnership’s debt (in thousands): Outstanding Balance Maturity Date March 31, 2019 December 31, 2018 Revolving credit facility November 15, 2023 $ 165,000 $ 155,000 4.38% senior secured notes June 30, 2036 $ 42,058 $ 42,058 Series 2017-1 Class A 4.10% November 15, 2022 (1) 60,503 60,900 Series 2017-1 Class B 3.81% November 15, 2022 (1) 17,474 17,563 Series 2016-1 Class A 3.52% June 1, 2021 (2) 85,383 86,258 Series 2016-1 Class B 7.02% June 1, 2021 (2) 25,100 25,100 Secured Notes 230,518 231,879 Discount on Secured Notes (1,361 ) (1,454 ) Deferred loan costs (6,405 ) (6,740 ) Secured Notes, net $ 222,752 $ 223,685 (1) Maturity date reflects anticipated repayment date; final legal maturity is November 15, 2047. (2) Maturity date reflects anticipated repayment date; final legal maturity is July 15, 2046. Revolving Credit Facility 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. Additionally, borrowings up to $75.0 million may be denominated in pound sterling, euro, Australian dollar and Canadian dollar. Substantially all of our assets, excluding equity in and assets of unrestricted subsidiaries, after‑acquired real property (other than real property that is acquired from affiliate funds and is subject to a mortgage), and other customary exclusions, are pledged (or secured by mortgages), as collateral under our revolving credit facility. Our revolving credit facility contains various customary covenants and restrictive provisions. Loans under the revolving credit facility bear interest at a rate equal to LIBOR, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). As of March 31, 2019 the applicable spread was 2.00%. 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, 2019, the applicable annual commitment rate used was 0.175%. 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, 2019, $165 million was outstanding and there was $285 million of undrawn borrowing capacity, subject to compliance with certain financial covenants. As of March 31, 2019, the Partnership was in compliance with all financial covenants required under the revolving credit facility. Secured Notes 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. The Partnership may from time to time issue and sell additional senior secured notes pursuant to the Note Purchase Agreement, in an aggregate principal amount when aggregated with the initial principal amount of up to $225 million. We used all the net proceeds of $41.0 million to repay a portion of the borrowings under our revolving credit facility. 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 net proceeds from the 2017 Securitization were primarily used to pay down the revolving credit facility by $54.0 million and $17.5 million held in a restricted reserve accounts, including $16.0 million into a site acquisition account subsequently used on January 18, 2018 to acquire additional tenant sites pursuant to the Indenture. 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. On June 16, 2016, the Partnership completed a securitization transaction (the “2016 Securitization”) involving certain tenant sites and related real property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class A and Class B Series 2016-1 Secured Notes (the “2016 Secured Notes”), in an aggregate principal amount of $116.6 million. The net proceeds from the Securitization were used to pay down the revolving credit facility by $112.3 million. The Class B notes are subordinated in right of payment to the Class A notes. The 2016 Secured Notes were issued at a discount of $17,292, which will be accreted and recognized as interest expense over the term of the secured notes. The Class A and Class B 2016 Secured Notes bear interest at a fixed note rate per annum of 3.52% and 7.02%, 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, 2019, $5.0 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 2.0 to 1.0 for the 2017 Secured Notes and 2016 Secured Notes, respectively and at least 1.1 to 1.0 for the 4.38% Senior Secured Notes. As of March 31, 2019, the Partnership was in compliance with all financial covenants under the Secured Notes. The Secured Notes’ annual principal payment amounts due as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 6,845 2020 10,313 2021 (1) 108,013 2022 72,598 2023 2,714 Thereafter (1) 30,035 Total $ 230,518 (1) Reflects anticipated repayment dates Interest Expense The Partnership incurred interest expense of $4.5 million and $6.3 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019 and December 31, 2018, the Partnership had interest payable of $1.0 million and $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 $0.8 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively. |
Interest Rate Swap Agreements
Interest Rate Swap Agreements | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Agreements | 9. 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, 2019 December 31, 2018 February 5, 2015 $ 25,000 1.29 % 1-month USD LIBOR 4/13/2015 4/13/2019 $ 28 $ 102 August 24, 2015 50,000 1.74 1-month USD LIBOR 10/1/2015 10/1/2022 730 1,259 March 23, 2016 50,000 1.67 1-month USD LIBOR 12/24/2018 12/24/2021 687 1,117 March 31, 2016 20,000 1.56 1-month USD LIBOR 12/24/2018 12/24/2021 331 508 March 31, 2016 25,000 1.63 1-month USD LIBOR 4/13/2019 4/13/2022 385 569 June 12, 2017 50,000 2.10 1-month USD LIBOR 3/2/2018 9/2/2024 271 1,035 November 15, 2018 £ 38,000 1.49 1-month GBP LIBOR 11/30/2020 11/30/2025 (1,019 ) (402 ) $ 1,413 $ 4,188 During the three months ended March 31, 2019 and 2018, the Partnership recorded a loss of $2.8 million and gain of $3.1 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. Additionally, during the three months ended March 31, 2019, the Partnership recognized less than $0.1 million of foreign currency transaction loss resulting from the changes in exchange rates as of March 31, 2019 affecting mark-to-market adjustments on our foreign currency interest rate swap agreement denominated in pound sterling. 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 instruments’ change in fair value at March 31, 2019. The following table summarizes the fair values of the interest rate swaps as a result of the analysis performed (in thousands): Effects of Change in Interest Rates Date Entered Maturity Date +50 Basis Points -50 Basis Points +100 Basis Points -100 Basis Points February 5, 2015 4/13/2019 28 28 28 28 August 24, 2015 10/1/2022 1,532 (88 ) 2,318 (924 ) March 23, 2016 12/24/2021 1,317 49 1,936 (601 ) March 31, 2016 12/24/2021 583 77 830 (183 ) March 31, 2016 4/13/2022 739 26 1,086 (339 ) June 12, 2017 9/2/2024 1,479 (1,012 ) 2,671 (2,314 ) November 15, 2018 11/30/2025 92 (2,374 ) 1,245 (3,691 ) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | 10. Equity The table below summarizes changes in the number of units outstanding for the three months ended March 31, 2019 and 2018 (in units): Mezzanine Equity - Series A Series B Series C Common Subordinated Preferred Preferred Preferred Balance as of December 31, 2017 20,146,458 3,135,109 1,568,402 2,463,015 — Issuance of units to Fund H - January 18, 2018 1,506,421 — — — — Conversion of subordinated units 3,135,109 (3,135,109 ) — — — Issuance under ATM Programs 27,830 — 24,747 — Issuance under Unit Exchange Program 185,898 — — — — Unit-based compensation 3,826 — — — — Balance as of March 31, 2018 25,005,542 — 1,593,149 2,463,015 — Balance as of December 31, 2018 25,327,801 — 1,593,149 2,463,015 2,000,000 Unit-based compensation 10,631 — — — — Balance as of March 31, 2019 25,338,432 — 1,593,149 2,463,015 2,000,000 Common Units On February 16, 2016, the Partnership established a Common Unit at-the-market offering program (the “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 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 Common Units were issued under the Common Unit ATM Program during the three months ended March 31, 2019 as the program expired on December 30, 2018. During the three months ended March 31, 2018, 27,830 Common Units were issued under the Common Unit ATM Program generating proceeds of approximately $0.5 million before issuance costs. On February 16, 2016, the Partnership filed a shelf registration statement on Form S-4 with the SEC. The shelf registration statement was declared effective on March 10, 2016 and permits us to offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities. No acquisitions were completed during the three months ended March 31, 2019 under the Unit Exchange Program. During the three months ended March 31, 2018, under the Unit Exchange Program, the Partnership completed an acquisition of six tenant sites in exchange for 185,898 Common Units, valued at approximately $3.2 million. As of March 31, 2019, we have 4,091,908, Common Units remaining available to be issued under the Unit Exchange Program. Subordinated Units Our Partnership Agreement provides that, during the subordination period, the Common Units have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per Common Unit, which amount is defined in our Partnership Agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units are not entitled to receive any distributions until the Common Units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters. Furthermore, no arrearages will accrue or be payable on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the Common Units. The requirements under our Partnership Agreement for the conversion of all the subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on February 14, 2018. Therefore, effective February 15, 2018, all of our subordinated units which are owned by Landmark, were converted on a one-for-one basis into common units. The conversion of subordinated units does not impact the amount of cash distributions or total number of outstanding units. Preferred Units On June 24, 2016, the Partnership established a Series A Preferred Unit at-the-market offering program (the “Series A Preferred Unit ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred Units having an aggregate offering price of up to $40.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Series A Preferred 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 Series A Preferred Units were issued under the Series A Preferred Unit ATM Program during the three months ended March 31, 2019 as the program expired on December 30, 2018. During the three months ended March 31, 2018, the Partnership issued 24,747 Series A Preferred Units under our Series A Preferred Unit ATM Program, generating proceeds of approximately $0.6 million before issuance costs, respectively. On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B Preferred Unit ATM Program” and together with the Series A Preferred Unit ATM Program and Common Unit ATM Program the “ATM Programs”) 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 Series B Preferred 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 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, holder 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 anniversary date thereafter (each such date, a “designated redemption date”), each holder of Series C Preferred Units shall have the right (a “redemption right”) to require the Partnership to redeem any or all of the Series C Preferred Units held by such holder outstanding on such designated redemption date at a redemption price equal to the liquidation preference of $25.00, plus all accrued and unpaid distributions to, but not including, in each case out of funds legally available for such payment and to the extent not prohibited by law, the designated redemption date (the “put redemption price”). At our option we may pay the redemption in our common units or cash, subject to certain limitations. 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. 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 and Subordinated Units and IDRs March 31, 2018 April 19, 2018 May 15, 2018 $ 0.3675 $ 9,384 June 30, 2018 July 19, 2018 August 14, 2018 0.3675 9,431 September 30, 2018 (1) October 26, 2018 November 14, 2018 0.3675 9,285 December 31, 2018 (1) January 25, 2019 February 14, 2019 0.3675 9,312 March 31, 2019 (1) April 19, 2019 May 15, 2019 0.3675 9,312 Series A Preferred Units March 31, 2018 March 23, 2018 April 16, 2018 $ 0.5000 $ 797 June 30, 2018 June 21, 2018 July 16, 2018 0.5000 797 September 30, 2018 September 20, 2018 October 15, 2018 0.5000 797 December 31, 2018 December 20, 2018 January 15, 2019 0.5000 797 March 31, 2019 March 21, 2019 April 15, 2019 0.5000 797 Series B Preferred Units March 31, 2018 April 19, 2018 May 15, 2018 $ 0.4938 $ 1,216 June 30, 2018 July 19, 2018 August 15, 2018 0.4938 1,216 September 30, 2018 October 22, 2018 November 15, 2018 0.4938 1,216 December 31, 2018 January 22, 2019 February 15, 2019 0.4938 1,216 March 31, 2019 April 19, 2019 May 15, 2019 0.4938 1,216 Series C Preferred Units June 30, 2018 (2) April 19, 2018 May 15, 2018 $ 0.2090 $ 418 June 30, 2018 July 19, 2018 August 15, 2018 0.4400 880 September 30, 2018 October 22, 2018 November 15, 2018 0.4382 876 December 31, 2018 January 22, 2019 February 15, 2019 0.4571 914 March 31, 2019 April 19, 2019 May 15, 2019 0.4614 923 (1) The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the respective quarterly distribution. (2) The first distribution declared by the Partnership for the Series C Preferred Units was prorated for the 43-day period following the closing of the issuance on April 2, 2018. The distribution was paid on May 15, 2018 to unitholders of record as of May 1, 2018. |
Net Income (Loss) Per Limited P
Net Income (Loss) Per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Unit [Abstract] | |
Net Income (Loss) Per Limited Partner Unit | 11. Net Income (Loss) Per Limited Partner Unit Landmark’s subordinated units and 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 (including subordinated unitholders) 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 and subordinated units. Diluted net income (loss) per unit includes the effects of potentially dilutive units on our common and subordinated units. Effective February 15, 2018, all of our subordinated units, which were owned by Landmark, were converted on a one-for-one basis into common units. The board of directors of the general partner declared a cash distribution for the quarter ended March 31, 2018, which was paid on May 15, 2018 to common unitholders of record as of May 1, 2018. The subordinated units were only allocated the excess of distributions declared over net income through the conversion date. The calculation of the undistributed net loss attributable to common and subordinated unitholders for the three months ended March 31, 2019 and 2018 follows (in thousands): Three Months Ended March 31, 2019 2018 Net income attributable to limited partners $ 7,202 $ 6,737 Less: Distributions declared on Preferred Units (2,894 ) (1,944 ) General partner's incentive distribution rights (1) (197 ) (195 ) Accretion of Series C preferred units (356 ) — Net income attributable to common and subordinated unitholders 3,755 4,598 Distributions declared on common units (9,312 ) (9,190 ) Undistributed net loss $ (5,557 ) $ (4,592 ) (1) The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the three months ended March 31, 2019 quarterly distribution. For purposes of determining net income per common unit, the amount otherwise due to the general partner has been referenced as a deemed distribution. The calculation of net income (loss) per common and subordinated unit for the three months ended March 31, 2019 and 2018 follows (in thousands, except per unit data): Three Months Ended March 31, 2019 2018 Common Units Common Units Subordinated Units Distributions declared $ 9,312 $ 9,190 $ — Undistributed net loss (5,557 ) (4,289 ) (303 ) Net income (loss) attributable to common and subordinated units - basic 3,755 4,901 (303 ) Net income (loss) attributable to subordinated units — (303 ) — Net income (loss) attributable to common and subordinated units - diluted $ 3,755 $ 4,598 $ (303 ) Weighted-average units outstanding: Basic 25,338 22,996 1,568 Effect of dilutive subordinated units — 1,568 — Diluted 25,338 24,564 1,568 Net income per common and subordinated unit: Basic $ 0.15 $ 0.21 $ (0.19 ) Diluted (1)(2) $ 0.15 $ 0.19 $ (0.19 ) (1) The Partnership Agreement provides that when the subordination period ends, each outstanding subordinated unit will convert into one Common Unit and will thereafter participate pro rata with the other Common Units in distributions of available cash. (2) 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, 2019 and, as a result, have been excluded in the determination of diluted net income (loss) per common unit. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 12. 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, 2019 December 31, 2018 Carrying amount Fair Value Carrying amount Fair Value Investment in receivables, net $ 9,611 $ 9,990 $ 18,348 $ 18,867 Revolving credit facility 165,000 165,000 155,000 155,000 Secured Notes, net 222,752 224,511 223,685 224,333 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, 2019 and December 31, 2018, the Partnership measured the following assets at fair value on a recurring basis (in thousands): March 31, 2019 December 31, 2018 Derivative Assets (1) $ 2,432 $ 4,590 Derivative Liabilities (1) 1,019 402 (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, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 13. 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 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, 2019 and 2018, we incurred $25,000, respectively, of license fees related to the AIF patent license agreement. Right of First Offer In accordance with the Partnership’s omnibus agreement, certain other investment funds managed by Landmark had granted us a right of first offer (“ROFO”) on real property interests that they owned or acquired before selling or transferring those assets to any third party. During the year ended December 31, 2018, the Partnership waived its ROFO on certain assets in investment funds managed by Landmark. During the three months ended March 31, 2018, the Partnership completed the following ROFO acquisitions: Common Units Total No. of Total Total Issued to Acquired Total No. Investments in Consideration Common Units Landmark Acquisition Date Fund of Tenant Sites Receivables (in millions) Issued and Affiliates January 18, 2018 Fund H 127 — $ 59.9 1,506,421 — See further discussion in Note 3, Acquisitions 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 2016 and 2017 secured notes and 0.5% of operating revenue for the 4.38% senior 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 $0.1 million and less than $0.1 million of Secured Tenant Site Assets’ management fees during the three months ended March 31, 2019 and 2018, 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, 2019, the unconsolidated JV incurred $0.1 million of management fees. 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. As of March 31, 2019 and 2018, no such fees have been incurred. Penteon Partnership On June 13, 2017, the Partnership and its Sponsor entered into a partnership with Penteon Corporation to deploy a nationwide Low Power Wide Area Network (LPWAN) based on the global open standard called LoRaWAN™ and utilizing the real property interests controlled by the Sponsor and the Partnership. As part of the agreement, the Sponsor owns a warrant to purchase up to approximately 25% of Penteon’s preferred stock. As of March 31, 2019 and December 31, 2018, the Partnership had zero in leasing costs related to the deployment of LPWAN on its sites. 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. The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the three months ended March 31, 2019 quarterly distribution totaling $0.2 million, which is treated as a deemed contribution in the consolidated statements of equity and mezzanine equity and as a deemed distribution for purposes of determining net income per common unit. During the three months ended March 31, 2018, we paid $0.2 million of incentive distribution rights. Due from Affiliates At March 31, 2019 and December 31, 2018, the General Partner and its affiliates owed $2.6 million and $1.4 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, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Partnership had three reportable segments, wireless communication, outdoor advertising and 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, Australia, and the United Kingdom. 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. 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 three 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, 2019 (in thousands): Renewable Wireless Outdoor Power Communication Advertising Generation Corporate Total Revenue Rental revenue $ 7,236 $ 5,081 $ 2,076 $ — $ 14,393 Expenses Property operating 51 260 354 — 665 General and administrative — — — 1,478 1,478 Acquisition-related — — — 127 127 Amortization 2,361 987 169 — 3,517 Impairments — 204 — — 204 Total expenses 2,412 1,451 523 1,605 5,991 Total other income and expenses 5,820 61 203 (7,154 ) (1,070 ) Income (loss) before income tax expense (benefit) 10,644 3,691 1,756 (8,759 ) 7,332 Income tax expense (benefit) — — — 122 122 Net income (loss) $ 10,644 $ 3,691 $ 1,756 $ (8,881 ) $ 7,210 For the three months ended March 31, 2018 (in thousands): Renewable Wireless Outdoor Power Communication Advertising Generation Corporate Total Revenue Rental revenue $ 9,645 $ 4,210 $ 1,840 $ — $ 15,695 Expenses Property operating 34 171 81 — 286 General and administrative — — — 1,699 1,699 Acquisition-related — — — 185 185 Amortization 3,072 793 157 — 4,022 Total expenses 3,106 964 238 1,884 6,192 Total other income and expenses 171 64 203 (3,124 ) (2,686 ) Income (loss) before income tax expense 6,710 3,310 1,805 (5,008 ) 6,817 Income tax expense — — — 76 76 Net income (loss) $ 6,710 $ 3,310 $ 1,805 $ (5,084 ) $ 6,741 The Partnership’s total assets by segment were (in thousands): March 31, 2019 December 31, 2018 Segments Wireless communication $ 427,085 $ 433,254 Outdoor advertising 233,387 216,326 Renewable power generation 113,068 112,338 Corporate assets 25,574 24,695 Total assets $ 799,114 $ 786,613 The following table represents the Partnership’s rental revenues by country (in thousands): Three Months Ended March 31, 2019 2018 Country United States $ 12,902 $ 14,914 United Kingdom 1,178 577 Australia 299 190 Canada 14 14 Total rental revenue $ 14,393 $ 15,695 The following table represents the Partnership’s total assets by country (in thousands): March 31, 2019 December 31, 2018 Country United States $ 719,669 $ 720,331 United Kingdom 65,344 53,850 Australia 13,460 11,830 Canada 641 602 Total assets $ 799,114 $ 786,613 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. 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. We believe the impact of past consolidation is already reflected in our occupancy rates. In April 2018, T-Mobile and Sprint announced a proposed 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, 2019, the Partnership had approximately $67.0 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, 2019 | |
Risks And Uncertainties [Abstract] | |
Tenant Concentration | 16. Tenant Concentration For the three months ended March 31, 2019 and 2018, the Partnership had the following tenant revenue concentrations: Three Months Ended March 31, Tenant 2019 2018 Clear Channel 13.7 % 11.7 % T-Mobile 8.5 % 10.8 % AT&T Mobility 7.5 % 10.2 % Sprint 6.0 % 8.9 % Most tenants are subsidiaries of these companies but have been aggregated for purposes of showing revenue concentration. Financial information for these 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, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 17. Supplemental Cash Flow Information Noncash activities for the three months ended March 31, 2019 and 2018 were as follows (in thousands): Three Months Ended March 31, 2019 2018 Capital contribution to fund general and administrative expense reimbursement $ 994 $ 1,202 Purchase price for acquisitions included in due to Landmark and affiliates — 493 Issuance of common units for assets acquired from Fund H — 27,342 Unit Exchange Program acquisitions — 3,147 Distributions payable to preferred unitholders 1,685 1,244 Offering costs included in accounts payable and accrued liabilities — 207 Deferred loan costs included in accounts payable and accrued liabilities — 44 Accretion of Series C preferred units 356 — Initial recognition of lease liabilities related to right of use assets 7,589 — Purchase price for acquisitions and construction activities included in accounts payable — 9,677 Cash flows related to interest and income taxes paid were as follows (in thousands): Three Months Ended March 31, 2019 2018 Cash paid for interest $ 3,049 $ 5,438 Capitalized interest 308 76 Income taxes paid 126 — |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. All references to tenant sites are unaudited. |
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 foreign wholly owned 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 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. |
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 Accounting Standard Codification. The Partnership considers the applicability and impact of all ASUs. Newly issued ASUs not listed below 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses Codification Improvements to Topic 326, Financial Instruments – Credit Losses In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2018, the FASB approved an optional practical expedient that would allow lessors to elect, by class of underlying asset, to not separate nonlease components from the related lease components. The practical expedient is limited to circumstances in which both (1) the timing and pattern of revenue recognition are the same for the nonlease component and related lease component and (2) the combined single lease component would be classified as an operating lease. If a lessee makes payments for taxes and insurance directly to a third party on behalf of a lessor, lessors are required to exclude them from variable payments and from recognition in the lessors’ income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional lease revenue recognized by the lessor on a gross basis in their income statements. The FASB has also clarified that the lease ASU will require an assessment of whether a land easement meets the definition of a lease under the new lease ASU. An entity with land easements that are not accounted for as leases under the current lease accounting standards, however, may elect a practical expedient to exclude those land easements from assessment under the new lease accounting standards (ASU No 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842) The Partnership adopted the guidance as of January 1, 2019. We elected to adopt the following practical expedients provided by these ASUs: • Package of practical expedients – requires us to not reevaluate our existing or expired leases as of January 1, 2019, under the new lease accounting ASUs. The election of the package of practical expedients allowed us to not reassess whether any expired or existing contracts are or contain leases and not reassess lease classification for any expired or existing leases that commenced prior to January 1, 2019. The package of practical expedients also allowed an entity to not reassess initial direct costs for any existing leases. The Partnership has not incurred such initial direct costs for leases. Consequently, the adoption of the new lease ASUs had no effect on our accounting of initial direct cost on January 1, 2019. • Optional transition method practical expedient – requires us to apply the new lease ASUs prospectively from the adoption date of January 1, 2019. • Land easements practical expedient – requires us to account for land easements existing as of January 1, 2019, under the accounting standards applied to them prior to January 1, 2019. The Partnership’s land easements are primarily prepaid and included on the Consolidated Balance Sheets in real property interest, the impact of the adoption of the easement related provisions does not have a significant impact on our Consolidated Financial Statements. • Single component practical expedient – requires us to account for lease and nonlease components associated with that lease under the new lease ASUs, if certain criteria are met. Our operating leases commencing or modified after January 1, 2019, for which we are the lessor are expected to qualify for the single component practical expedient accounting. • Short-term leases practical expedient – for our operating leases with a term of 12 months or less in which we are the lessee, this expedient requires us to not record on our balance sheets related lease liabilities and right-of-use assets. While most of our leases are and will continue to be classified as operating leases in which the Partnership is the lessor, the Partnership is the lessee in an insignificant population of leases that have recurring ground lease rental payments. We applied the modified retrospective transition method and practical expedients mentioned above to all leases existing at January 1, 2019. The adoption of ASC 842 resulted in the recognition of right-of-use assets and lease liabilities on the Consolidated Balance Sheets on January 1, 2019 for such operating leases of $7.6 million, based on the present value of the remaining minimum rental payments using each respective lease term and a corresponding incremental borrowing rate. We used a discount rate of approximately 4.5%, 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. The ASUs did not significantly effect the calculations of our debt covenants. The following table represents the future minimum ground lease payments at March 31, 2019 (in thousands). 2019 (nine months) $ 333 2020 452 2021 462 2022 472 2023 482 Thereafter 11,638 Total $ 13,839 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Schedule of Future Minimum Ground Lease Payments | The following table represents the future minimum ground lease payments at March 31, 2019 (in thousands). 2019 (nine months) $ 333 2020 452 2021 462 2022 472 2023 482 Thereafter 11,638 Total $ 13,839 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Drop-down Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Acquisitions | The following table presents the Drop-down Acquisition completed by the Partnership during 2018: Number of Tenant Sites Consideration (in millions) Acquisition Date Source Wireless Communication Outdoor Advertising Renewable Power Generation Total Borrowings and Available Cash Common Units Total January 18, 2018 Fund H 30 90 7 127 $ 32.6 $ 27.3 $ 59.9 2018 Acquisitions 30 90 7 127 $ 32.6 $ 27.3 $ 59.9 |
Third Party Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Acquisitions | The following table presents direct third-party acquisitions completed by the Partnership during the three months ended March 31, 2019 and the year ended December 31, 2018: No. of Tenant Sites Consideration (in millions) Acquisition Description Wireless Communication Outdoor Advertising Renewable Power Generation Total Borrowings and Available Cash Common Units Total First Quarter International — 104 — 104 $ 6.0 $ — $ 6.0 2019 Total — 104 — 104 $ 6.0 $ — $ 6.0 First Quarter UEP 5 1 — 6 $ — $ 3.2 $ 3.2 Domestic 15 12 — 27 21.3 — 21.3 Total 20 13 — 33 $ 21.3 $ 3.2 $ 24.5 Second Quarter International — 8 — 8 $ 7.3 $ — $ 7.3 UEP 7 1 — 8 0.6 1.8 2.4 Domestic 3 1 — 4 21.5 — 21.5 Total 10 10 — 20 $ 29.4 $ 1.8 $ 31.2 Third Quarter International 2 12 — 14 $ 14.2 $ — $ 14.2 UEP 10 — — 10 0.9 1.8 2.7 Domestic 2 11 — 13 2.0 — 2.0 Total 14 23 — 37 $ 17.1 $ 1.8 $ 18.9 Fourth Quarter International — 8 — 8 $ 0.2 $ — $ 0.2 UEP 4 — — 4 — 0.9 0.9 Domestic 1 1 — 2 0.1 — 0.1 Total 5 9 — 14 $ 0.3 $ 0.9 $ 1.2 2018 Total 49 55 — 104 $ 68.1 $ 7.7 $ 75.8 |
Real Property Interests (Tables
Real Property Interests (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Land $ 131,731 $ 128,302 Real property interests – perpetual 104,518 101,343 Real property interests – finite life 404,851 416,080 Construction in progress 35,456 29,556 Total land and real property interests 676,556 675,281 Accumulated amortization of real property interests (40,926 ) (39,069 ) Land and net real property interests $ 635,630 $ 636,212 |
Schedule of Allocation of Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes final allocations for acquisitions during the three months ended March 31, 2019 and the year ended December 31, 2018 of estimated fair values of the assets acquired and liabilities assumed (in thousands). Investments in real In-place lease Above-market Below-market Period Land property interests intangibles lease intangibles lease intangibles Total 2019 $ 2,330 $ 3,640 $ 248 $ 76 $ (23 ) $ 6,271 2018 16,646 91,314 7,939 1,309 (2,031 ) 115,177 |
Schedule of Future Estimated Amortization of Finite Lived Real Property Interests | Future estimated aggregate amortization of finite lived real property interests for each of the five succeeding fiscal years and thereafter as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 8,841 2020 11,068 2021 10,451 2022 10,087 2023 9,989 Thereafter 313,489 Total $ 363,925 |
Schedule of Carrying Amounts of Major Classes of Assets and Liabilities Held for Sale | The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are as follows (in thousands): March 31, 2019 December 31, 2018 Land $ 416 $ 1,286 Real property interests, net 11,626 5,566 Investments in receivables, net 8,331 — Other intangible assets, net 75 994 AHFS $ 20,448 $ 7,846 Other intangible liabilities, net $ 180 $ 397 Liabilities associated with AHFS $ 180 $ 397 |
Other Intangible Assets and L_2
Other Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 ‑ March 31, 2019 December 31, 2018 Acquired in-place lease Gross amount $ 23,369 $ 23,261 Accumulated amortization (6,597 ) (6,237 ) Net amount $ 16,772 $ 17,024 Acquired above-market leases Gross amount $ 6,619 $ 6,542 Accumulated amortization (2,906 ) (2,727 ) Net amount $ 3,713 $ 3,815 Total other intangible assets, net $ 20,485 $ 20,839 Acquired below-market leases Gross amount $ (16,784 ) $ (17,097 ) Accumulated amortization 8,051 7,806 Total other intangible liabilities, net $ (8,733 ) $ (9,291 ) |
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, 2019 follows (in thousands): Acquired in-place leases Acquired above-market Acquired below-market 2019 (nine months) $ 1,315 $ 526 $ (1,157 ) 2020 1,640 534 (1,499 ) 2021 1,578 428 (1,372 ) 2022 1,483 346 (1,249 ) 2023 1,207 310 (806 ) Thereafter 9,549 1,569 (2,650 ) Total $ 16,772 $ 3,713 $ (8,733 ) |
Investments in Receivables (Tab
Investments in Receivables (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Receivable Net [Abstract] | |
Activity in investments in receivables | The following table reflects the activity in investments in receivables (in thousands): March 31, 2019 December 31, 2018 Investments in receivables – beginning $ 18,348 $ 20,782 Impairments — (785 ) Sales — (350 ) Transfers (8,661 ) — Repayments (150 ) (1,108 ) Interest accretion 3 3 Foreign currency translation adjustment 71 (194 ) Investments in receivables – ending $ 9,611 $ 18,348 |
Annual amounts due | Annual amounts due as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 1,001 2020 1,297 2021 1,345 2022 1,463 2023 1,570 Thereafter 12,017 Total $ 18,693 Interest $ 9,082 Principal 9,611 Total $ 18,693 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Total assets $ 259,707 $ 263,228 Total liabilities 127,997 128,448 Total equity 131,710 134,780 Total liabilities and equity $ 259,707 $ 263,228 |
Summary of Financial Information for Unconsolidated JV | The following table summarizes financial information for the unconsolidated JV during the three months ended March 31, 2019 (in thousands): Rental revenue $ 3,507 Net loss (109 ) Partnership's share in losses (55 ) Distributions received by the Partnership 1,482 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Partnership's debt | The following table summarizes the Partnership’s debt (in thousands): Outstanding Balance Maturity Date March 31, 2019 December 31, 2018 Revolving credit facility November 15, 2023 $ 165,000 $ 155,000 4.38% senior secured notes June 30, 2036 $ 42,058 $ 42,058 Series 2017-1 Class A 4.10% November 15, 2022 (1) 60,503 60,900 Series 2017-1 Class B 3.81% November 15, 2022 (1) 17,474 17,563 Series 2016-1 Class A 3.52% June 1, 2021 (2) 85,383 86,258 Series 2016-1 Class B 7.02% June 1, 2021 (2) 25,100 25,100 Secured Notes 230,518 231,879 Discount on Secured Notes (1,361 ) (1,454 ) Deferred loan costs (6,405 ) (6,740 ) Secured Notes, net $ 222,752 $ 223,685 (1) Maturity date reflects anticipated repayment date; final legal maturity is November 15, 2047. (2) Maturity date reflects anticipated repayment date; final legal maturity is July 15, 2046. |
Schedule of Secured Notes Annual Principal Payment Amounts Due | The Secured Notes’ annual principal payment amounts due as of March 31, 2019, are as follows (in thousands): 2019 (nine months) $ 6,845 2020 10,313 2021 (1) 108,013 2022 72,598 2023 2,714 Thereafter (1) 30,035 Total $ 230,518 (1) Reflects anticipated repayment dates |
Interest Rate Swap Agreements (
Interest Rate Swap Agreements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 February 5, 2015 $ 25,000 1.29 % 1-month USD LIBOR 4/13/2015 4/13/2019 $ 28 $ 102 August 24, 2015 50,000 1.74 1-month USD LIBOR 10/1/2015 10/1/2022 730 1,259 March 23, 2016 50,000 1.67 1-month USD LIBOR 12/24/2018 12/24/2021 687 1,117 March 31, 2016 20,000 1.56 1-month USD LIBOR 12/24/2018 12/24/2021 331 508 March 31, 2016 25,000 1.63 1-month USD LIBOR 4/13/2019 4/13/2022 385 569 June 12, 2017 50,000 2.10 1-month USD LIBOR 3/2/2018 9/2/2024 271 1,035 November 15, 2018 £ 38,000 1.49 1-month GBP LIBOR 11/30/2020 11/30/2025 (1,019 ) (402 ) $ 1,413 $ 4,188 |
Table Summarizing Fair Values of Sensitivity Analysis | The following table summarizes the fair values of the interest rate swaps as a result of the analysis performed (in thousands): Effects of Change in Interest Rates Date Entered Maturity Date +50 Basis Points -50 Basis Points +100 Basis Points -100 Basis Points February 5, 2015 4/13/2019 28 28 28 28 August 24, 2015 10/1/2022 1,532 (88 ) 2,318 (924 ) March 23, 2016 12/24/2021 1,317 49 1,936 (601 ) March 31, 2016 12/24/2021 583 77 830 (183 ) March 31, 2016 4/13/2022 739 26 1,086 (339 ) June 12, 2017 9/2/2024 1,479 (1,012 ) 2,671 (2,314 ) November 15, 2018 11/30/2025 92 (2,374 ) 1,245 (3,691 ) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of changes in the number of units outstanding | The table below summarizes changes in the number of units outstanding for the three months ended March 31, 2019 and 2018 (in units): Mezzanine Equity - Series A Series B Series C Common Subordinated Preferred Preferred Preferred Balance as of December 31, 2017 20,146,458 3,135,109 1,568,402 2,463,015 — Issuance of units to Fund H - January 18, 2018 1,506,421 — — — — Conversion of subordinated units 3,135,109 (3,135,109 ) — — — Issuance under ATM Programs 27,830 — 24,747 — Issuance under Unit Exchange Program 185,898 — — — — Unit-based compensation 3,826 — — — — Balance as of March 31, 2018 25,005,542 — 1,593,149 2,463,015 — Balance as of December 31, 2018 25,327,801 — 1,593,149 2,463,015 2,000,000 Unit-based compensation 10,631 — — — — Balance as of March 31, 2019 25,338,432 — 1,593,149 2,463,015 2,000,000 |
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 and Subordinated Units and IDRs March 31, 2018 April 19, 2018 May 15, 2018 $ 0.3675 $ 9,384 June 30, 2018 July 19, 2018 August 14, 2018 0.3675 9,431 September 30, 2018 (1) October 26, 2018 November 14, 2018 0.3675 9,285 December 31, 2018 (1) January 25, 2019 February 14, 2019 0.3675 9,312 March 31, 2019 (1) April 19, 2019 May 15, 2019 0.3675 9,312 Series A Preferred Units March 31, 2018 March 23, 2018 April 16, 2018 $ 0.5000 $ 797 June 30, 2018 June 21, 2018 July 16, 2018 0.5000 797 September 30, 2018 September 20, 2018 October 15, 2018 0.5000 797 December 31, 2018 December 20, 2018 January 15, 2019 0.5000 797 March 31, 2019 March 21, 2019 April 15, 2019 0.5000 797 Series B Preferred Units March 31, 2018 April 19, 2018 May 15, 2018 $ 0.4938 $ 1,216 June 30, 2018 July 19, 2018 August 15, 2018 0.4938 1,216 September 30, 2018 October 22, 2018 November 15, 2018 0.4938 1,216 December 31, 2018 January 22, 2019 February 15, 2019 0.4938 1,216 March 31, 2019 April 19, 2019 May 15, 2019 0.4938 1,216 Series C Preferred Units June 30, 2018 (2) April 19, 2018 May 15, 2018 $ 0.2090 $ 418 June 30, 2018 July 19, 2018 August 15, 2018 0.4400 880 September 30, 2018 October 22, 2018 November 15, 2018 0.4382 876 December 31, 2018 January 22, 2019 February 15, 2019 0.4571 914 March 31, 2019 April 19, 2019 May 15, 2019 0.4614 923 (1) The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the respective quarterly distribution. (2) The first distribution declared by the Partnership for the Series C Preferred Units was prorated for the 43-day period following the closing of the issuance on April 2, 2018. The distribution was paid on May 15, 2018 to unitholders of record as of May 1, 2018. |
Net Income (Loss) Per Limited_2
Net Income (Loss) Per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Unit [Abstract] | |
Schedule of Calculation of Undistributed Net Loss | The calculation of the undistributed net loss attributable to common and subordinated unitholders for the three months ended March 31, 2019 and 2018 follows (in thousands): Three Months Ended March 31, 2019 2018 Net income attributable to limited partners $ 7,202 $ 6,737 Less: Distributions declared on Preferred Units (2,894 ) (1,944 ) General partner's incentive distribution rights (1) (197 ) (195 ) Accretion of Series C preferred units (356 ) — Net income attributable to common and subordinated unitholders 3,755 4,598 Distributions declared on common units (9,312 ) (9,190 ) Undistributed net loss $ (5,557 ) $ (4,592 ) |
Calculation of Net Income (Loss) per Unit | The calculation of net income (loss) per common and subordinated unit for the three months ended March 31, 2019 and 2018 follows (in thousands, except per unit data): Three Months Ended March 31, 2019 2018 Common Units Common Units Subordinated Units Distributions declared $ 9,312 $ 9,190 $ — Undistributed net loss (5,557 ) (4,289 ) (303 ) Net income (loss) attributable to common and subordinated units - basic 3,755 4,901 (303 ) Net income (loss) attributable to subordinated units — (303 ) — Net income (loss) attributable to common and subordinated units - diluted $ 3,755 $ 4,598 $ (303 ) Weighted-average units outstanding: Basic 25,338 22,996 1,568 Effect of dilutive subordinated units — 1,568 — Diluted 25,338 24,564 1,568 Net income per common and subordinated unit: Basic $ 0.15 $ 0.21 $ (0.19 ) Diluted (1)(2) $ 0.15 $ 0.19 $ (0.19 ) (1) The Partnership Agreement provides that when the subordination period ends, each outstanding subordinated unit will convert into one Common Unit and will thereafter participate pro rata with the other Common Units in distributions of available cash. (2) 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, 2019 and, as a result, have been excluded in the determination of diluted net income (loss) per common unit. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Carrying amount Fair Value Carrying amount Fair Value Investment in receivables, net $ 9,611 $ 9,990 $ 18,348 $ 18,867 Revolving credit facility 165,000 165,000 155,000 155,000 Secured Notes, net 222,752 224,511 223,685 224,333 |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of March 31, 2019 and December 31, 2018, the Partnership measured the following assets at fair value on a recurring basis (in thousands): March 31, 2019 December 31, 2018 Derivative Assets (1) $ 2,432 $ 4,590 Derivative Liabilities (1) 1,019 402 (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 (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Right of First Offer acquisitions | During the three months ended March 31, 2018, the Partnership completed the following ROFO acquisitions: Common Units Total No. of Total Total Issued to Acquired Total No. Investments in Consideration Common Units Landmark Acquisition Date Fund of Tenant Sites Receivables (in millions) Issued and Affiliates January 18, 2018 Fund H 127 — $ 59.9 1,506,421 — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Statement of Operations by Reportable Segment | For the three months ended March 31, 2019 (in thousands): Renewable Wireless Outdoor Power Communication Advertising Generation Corporate Total Revenue Rental revenue $ 7,236 $ 5,081 $ 2,076 $ — $ 14,393 Expenses Property operating 51 260 354 — 665 General and administrative — — — 1,478 1,478 Acquisition-related — — — 127 127 Amortization 2,361 987 169 — 3,517 Impairments — 204 — — 204 Total expenses 2,412 1,451 523 1,605 5,991 Total other income and expenses 5,820 61 203 (7,154 ) (1,070 ) Income (loss) before income tax expense (benefit) 10,644 3,691 1,756 (8,759 ) 7,332 Income tax expense (benefit) — — — 122 122 Net income (loss) $ 10,644 $ 3,691 $ 1,756 $ (8,881 ) $ 7,210 For the three months ended March 31, 2018 (in thousands): Renewable Wireless Outdoor Power Communication Advertising Generation Corporate Total Revenue Rental revenue $ 9,645 $ 4,210 $ 1,840 $ — $ 15,695 Expenses Property operating 34 171 81 — 286 General and administrative — — — 1,699 1,699 Acquisition-related — — — 185 185 Amortization 3,072 793 157 — 4,022 Total expenses 3,106 964 238 1,884 6,192 Total other income and expenses 171 64 203 (3,124 ) (2,686 ) Income (loss) before income tax expense 6,710 3,310 1,805 (5,008 ) 6,817 Income tax expense — — — 76 76 Net income (loss) $ 6,710 $ 3,310 $ 1,805 $ (5,084 ) $ 6,741 |
Schedule of Total Assets by Reportable Segment | The Partnership’s total assets by segment were (in thousands): March 31, 2019 December 31, 2018 Segments Wireless communication $ 427,085 $ 433,254 Outdoor advertising 233,387 216,326 Renewable power generation 113,068 112,338 Corporate assets 25,574 24,695 Total assets $ 799,114 $ 786,613 |
Schedule of Rental Revenues by Country | The following table represents the Partnership’s rental revenues by country (in thousands): Three Months Ended March 31, 2019 2018 Country United States $ 12,902 $ 14,914 United Kingdom 1,178 577 Australia 299 190 Canada 14 14 Total rental revenue $ 14,393 $ 15,695 |
Schedule of Total Assets by Country | The following table represents the Partnership’s total assets by country (in thousands): March 31, 2019 December 31, 2018 Country United States $ 719,669 $ 720,331 United Kingdom 65,344 53,850 Australia 13,460 11,830 Canada 641 602 Total assets $ 799,114 $ 786,613 |
Tenant Concentration (Tables)
Tenant Concentration (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Risks And Uncertainties [Abstract] | |
Schedule of Tenant Revenue Concentrations | For the three months ended March 31, 2019 and 2018, the Partnership had the following tenant revenue concentrations: Three Months Ended March 31, Tenant 2019 2018 Clear Channel 13.7 % 11.7 % T-Mobile 8.5 % 10.8 % AT&T Mobility 7.5 % 10.2 % Sprint 6.0 % 8.9 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Activities | Noncash activities for the three months ended March 31, 2019 and 2018 were as follows (in thousands): Three Months Ended March 31, 2019 2018 Capital contribution to fund general and administrative expense reimbursement $ 994 $ 1,202 Purchase price for acquisitions included in due to Landmark and affiliates — 493 Issuance of common units for assets acquired from Fund H — 27,342 Unit Exchange Program acquisitions — 3,147 Distributions payable to preferred unitholders 1,685 1,244 Offering costs included in accounts payable and accrued liabilities — 207 Deferred loan costs included in accounts payable and accrued liabilities — 44 Accretion of Series C preferred units 356 — Initial recognition of lease liabilities related to right of use assets 7,589 — Purchase price for acquisitions and construction activities included in accounts payable — 9,677 |
Schedule of Cash Flows Related to Interest Paid | Cash flows related to interest and income taxes paid were as follows (in thousands): Three Months Ended March 31, 2019 2018 Cash paid for interest $ 3,049 $ 5,438 Capitalized interest 308 76 Income taxes paid 126 — |
Business (Details)
Business (Details) - Limited Partners - Common Units - shares | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Partnership Equity | ||||
Number of units held (in shares) | 25,338,432 | 25,327,801 | 25,005,542 | 20,146,458 |
Landmark Dividend LLC | ||||
Partnership Equity | ||||
Number of units held (in shares) | 3,415,405 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 7,495 | $ 7,600 |
Lease liabilities | $ 7,525 | $ 7,600 |
Discount rate | 4.50% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Future Minimum Ground Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (nine months) | $ 333 |
2020 | 452 |
2021 | 462 |
2022 | 472 |
2023 | 482 |
Thereafter | 11,638 |
Total | $ 13,839 |
Acquisitions - Drop-down Acquis
Acquisitions - Drop-down Acquisitions - General Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)item | Dec. 31, 2018USD ($) | |
Acquisitions | ||
Consideration | $ 75.8 | |
Landmark, General Partner and affiliates | Acquisition from related party | 2018 Drop-down Acquisitions | ||
Acquisitions | ||
Number of drop-down acquisitions | item | 1 | |
Consideration | $ 59.9 | |
Net carry value | $ 39.5 |
Acquisitions - Drop-down Acqu_2
Acquisitions - Drop-down Acquisitions - Summary of Acquisitions Completed (Details) $ in Thousands | Jan. 18, 2018USD ($)site | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)site |
Acquisitions | |||
Number of tenant sites acquired | 104 | ||
Consideration | |||
Borrowings and Available Cash | $ | $ 68,100 | ||
Common Units Issued to Landmark and Affiliates | $ | 7,700 | ||
Total | $ | $ 75,800 | ||
Wireless Communication | |||
Acquisitions | |||
Number of tenant sites acquired | 49 | ||
Outdoor Advertising | |||
Acquisitions | |||
Number of tenant sites acquired | 55 | ||
Landmark Dividend Growth Fund H LLC | |||
Consideration | |||
Common Units Issued to Landmark and Affiliates | $ | $ 27,342 | ||
Landmark Dividend Growth Fund H LLC | Acquisition from related party | 127-site fund H acquisition | |||
Acquisitions | |||
Number of tenant sites acquired | 127 | ||
Consideration | |||
Borrowings and Available Cash | $ | $ 32,600 | ||
Common Units Issued to Landmark and Affiliates | $ | 27,300 | ||
Total | $ | $ 59,900 | ||
Landmark Dividend Growth Fund H LLC | Acquisition from related party | 2018 Drop-down Acquisitions | |||
Acquisitions | |||
Number of tenant sites acquired | 127 | ||
Consideration | |||
Borrowings and Available Cash | $ | $ 32,600 | ||
Common Units Issued to Landmark and Affiliates | $ | 27,300 | ||
Total | $ | $ 59,900 | ||
Landmark Dividend Growth Fund H LLC | Wireless Communication | Acquisition from related party | 127-site fund H acquisition | |||
Acquisitions | |||
Number of tenant sites acquired | 30 | ||
Landmark Dividend Growth Fund H LLC | Wireless Communication | Acquisition from related party | 2018 Drop-down Acquisitions | |||
Acquisitions | |||
Number of tenant sites acquired | 30 | ||
Landmark Dividend Growth Fund H LLC | Outdoor Advertising | Acquisition from related party | 127-site fund H acquisition | |||
Acquisitions | |||
Number of tenant sites acquired | 90 | ||
Landmark Dividend Growth Fund H LLC | Outdoor Advertising | Acquisition from related party | 2018 Drop-down Acquisitions | |||
Acquisitions | |||
Number of tenant sites acquired | 90 | ||
Landmark Dividend Growth Fund H LLC | Renewable Power Generation | Acquisition from related party | 127-site fund H acquisition | |||
Acquisitions | |||
Number of tenant sites acquired | 7 | ||
Landmark Dividend Growth Fund H LLC | Renewable Power Generation | Acquisition from related party | 2018 Drop-down Acquisitions | |||
Acquisitions | |||
Number of tenant sites acquired | 7 |
Acquisitions - Third Party Acqu
Acquisitions - Third Party Acquisitions - General Information (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
UEP | ||
Acquisitions | ||
Number of common units in connection with acquisition (in shares) | 5,000,000 | 5,000,000 |
Acquisitions - Third Party Ac_2
Acquisitions - Third Party Acquisitions - Summary of Acquisitions Completed (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)site | Dec. 31, 2018USD ($)site | Sep. 30, 2018USD ($)site | Jun. 30, 2018USD ($)site | Mar. 31, 2018USD ($)site | Dec. 31, 2018USD ($)site | |
Acquisitions | ||||||
Number of tenant sites acquired | 104 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 68.1 | |||||
Common Units Issued to Landmark and Affiliates | $ | 7.7 | |||||
Consideration | $ | $ 75.8 | |||||
International | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 104 | 8 | 14 | 8 | ||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 6 | $ 0.2 | $ 14.2 | $ 7.3 | ||
Consideration | $ | $ 6 | $ 0.2 | $ 14.2 | $ 7.3 | ||
2019 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 104 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 6 | |||||
Consideration | $ | $ 6 | |||||
Unit Exchange Acquisitions | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 4 | 10 | 8 | 6 | ||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.9 | $ 0.6 | ||||
Common Units Issued to Landmark and Affiliates | $ | $ 0.9 | 1.8 | 1.8 | $ 3.2 | ||
Consideration | $ | $ 0.9 | $ 2.7 | $ 2.4 | $ 3.2 | ||
Domestic | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 2 | 13 | 4 | 27 | ||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.1 | $ 2 | $ 21.5 | $ 21.3 | ||
Consideration | $ | $ 0.1 | $ 2 | $ 21.5 | $ 21.3 | ||
2018 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 33 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 21.3 | |||||
Common Units Issued to Landmark and Affiliates | $ | 3.2 | |||||
Consideration | $ | $ 24.5 | |||||
2018 Direct Third Party Acquisitions, Second Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 20 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 29.4 | |||||
Common Units Issued to Landmark and Affiliates | $ | 1.8 | |||||
Consideration | $ | $ 31.2 | |||||
2018 Direct Third Party Acquisitions, Third Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 37 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 17.1 | |||||
Common Units Issued to Landmark and Affiliates | $ | 1.8 | |||||
Consideration | $ | $ 18.9 | |||||
2018 Direct Third Party Acquisitions, Fourth Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 14 | |||||
Consideration | ||||||
Borrowings and Available Cash | $ | $ 0.3 | |||||
Common Units Issued to Landmark and Affiliates | $ | 0.9 | |||||
Consideration | $ | $ 1.2 | |||||
Wireless Communication | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 49 | |||||
Wireless Communication | International | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 2 | |||||
Wireless Communication | Unit Exchange Acquisitions | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 4 | 10 | 7 | 5 | ||
Wireless Communication | Domestic | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 2 | 3 | 15 | ||
Wireless Communication | 2018 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 20 | |||||
Wireless Communication | 2018 Direct Third Party Acquisitions, Second Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 10 | |||||
Wireless Communication | 2018 Direct Third Party Acquisitions, Third Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 14 | |||||
Wireless Communication | 2018 Direct Third Party Acquisitions, Fourth Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 5 | |||||
Outdoor Advertising | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 55 | |||||
Outdoor Advertising | International | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 104 | 8 | 12 | 8 | ||
Outdoor Advertising | 2019 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 104 | |||||
Outdoor Advertising | Unit Exchange Acquisitions | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 1 | ||||
Outdoor Advertising | Domestic | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 1 | 11 | 1 | 12 | ||
Outdoor Advertising | 2018 Direct Third Party Acquisitions, First Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 13 | |||||
Outdoor Advertising | 2018 Direct Third Party Acquisitions, Second Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 10 | |||||
Outdoor Advertising | 2018 Direct Third Party Acquisitions, Third Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 23 | |||||
Outdoor Advertising | 2018 Direct Third Party Acquisitions, Fourth Quarter | ||||||
Acquisitions | ||||||
Number of tenant sites acquired | 9 |
Real Property Interests - Summa
Real Property Interests - Summary of Real Property Interests (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 131,731 | $ 128,302 |
Real property interests – perpetual | 104,518 | 101,343 |
Real property interests – finite life | 404,851 | 416,080 |
Construction in progress | 35,456 | 29,556 |
Total land and real property interests | 676,556 | 675,281 |
Accumulated amortization of real property interests | (40,926) | (39,069) |
Land and net real property interests | $ 635,630 | $ 636,212 |
Real Property Interests - Sale
Real Property Interests - Sale (Details) - USD ($) $ in Thousands | Jan. 04, 2019 | Mar. 31, 2019 |
Real Property Interests | ||
Cash consideration received | $ 13,500 | |
Gain (loss) on sale of real property interests | $ 5,900 | $ 5,862 |
Real Property Interests - Acqui
Real Property Interests - Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)itemsite | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)site | |
Acquisitions | |||
Construction in progress | $ 35,456 | $ 29,556 | |
Number of tenant sites acquired | site | 104 | ||
Measurement Input, Discount Rate | Minimum | |||
Acquisitions | |||
Discount rate used to estimate fair values (as a percent) | 6 | ||
Measurement Input, Discount Rate | Maximum | |||
Acquisitions | |||
Discount rate used to estimate fair values (as a percent) | 20 | ||
Joint Venture | |||
Acquisitions | |||
Number of tenant sites acquired | site | 139 | ||
Investments in Receivables | item | 1 | ||
Total net book value, one investment in receivable | $ 54,900 | ||
Rental revenue generated by consolidated joint venture | 1,200 | $ 600 | |
Flex Grid | |||
Acquisitions | |||
Construction in progress | $ 35,500 | $ 29,600 | |
Construction completed on number of infrastructure sites | site | 4 | ||
Infrastructure Sites Completion Cost of Construction | $ 1,500 |
Real Property Interests - Sum_2
Real Property Interests - Summary of Allocation of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Below market lease intangibles | $ (16,784) | $ (17,097) |
Landmark, General Partner and affiliates | Acquisition from related party | ||
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Land | 2,330 | 16,646 |
Investments in real property interests | 3,640 | 91,314 |
Below market lease intangibles | (23) | (2,031) |
Total | 6,271 | 115,177 |
Landmark, General Partner and affiliates | Acquisition from related party | Acquired in-place leases | ||
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Lease intangibles, assets | 248 | 7,939 |
Landmark, General Partner and affiliates | Acquisition from related party | Acquired above-market leases | ||
Fair values of the assets acquired and liabilities assumed at the date of acquisition | ||
Lease intangibles, assets | $ 76 | $ 1,309 |
Real Property Interests - Futur
Real Property Interests - Future Estimated Aggregate Amortization of Finite Lived Real Property Interests (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Future estimated aggregate amortization of real property interests | |
2019 (nine months) | $ 8,841 |
2020 | 11,068 |
2021 | 10,451 |
2022 | 10,087 |
2023 | 9,989 |
Thereafter | 313,489 |
Total | $ 363,925 |
Real Property Interests - Weigh
Real Property Interests - Weighted Average Remaining Amortization Period for Non-perpetual Real Property Interests (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Weighted average remaining amortization period for non-perpetual real property interests | 42 years |
Real Property Interests - Impai
Real Property Interests - Impairment (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)site | |
Impairment | |
Recognized impairment charge | $ 204,000 |
Impaired Real Property Interest | |
Impairment | |
Number of real property interests impaired | site | 2 |
Recognized impairment charge | $ 200,000 |
Impaired real property interests | $ 0 |
Real Property Interests - Carry
Real Property Interests - Carrying Amounts of Major Classes of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 416 | $ 1,286 |
Real property interests, net | 11,626 | 5,566 |
Investments in receivables, net | 8,331 | |
Other intangible assets, net | 75 | 994 |
AHFS | 20,448 | 7,846 |
Other intangible liabilities, net | 180 | 397 |
Liabilities associated with AHFS | $ 180 | $ 397 |
Other Intangible Assets and L_3
Other Intangible Assets and Liabilities - Total Other Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other Intangible Assets | ||
Net amount | $ 20,485 | $ 20,839 |
Acquired in-place leases | ||
Other Intangible Assets | ||
Gross amount | 23,369 | 23,261 |
Accumulated amortization | (6,597) | (6,237) |
Net amount | 16,772 | 17,024 |
Acquired above-market leases | ||
Other Intangible Assets | ||
Gross amount | 6,619 | 6,542 |
Accumulated amortization | (2,906) | (2,727) |
Net amount | $ 3,713 | $ 3,815 |
Other Intangible Assets and L_4
Other Intangible Assets and Liabilities - Total Other Intangible Liabilities, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Acquired below-market leases | ||
Below market lease intangibles | $ (16,784) | $ (17,097) |
Accumulated amortization | 8,051 | 7,806 |
Net amount | $ (8,733) | $ (9,291) |
Other Intangible Assets and L_5
Other Intangible Assets and Liabilities - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other Intangible Assets And Liabilities [Abstract] | ||
Amortization of above-and below-market leases | $ 224 | $ 328 |
Amortization expense | $ 500 | $ 500 |
Other Intangible Assets and L_6
Other Intangible Assets and Liabilities - Future Aggregate Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Future amortization of lease intangibles | ||
Net amount | $ 20,485 | $ 20,839 |
Acquired in-place leases | ||
Future amortization of lease intangibles | ||
2019 (nine months) | 1,315 | |
2020 | 1,640 | |
2021 | 1,578 | |
2022 | 1,483 | |
2023 | 1,207 | |
Thereafter | 9,549 | |
Net amount | 16,772 | 17,024 |
Acquired above-market leases | ||
Future amortization of lease intangibles | ||
2019 (nine months) | 526 | |
2020 | 534 | |
2021 | 428 | |
2022 | 346 | |
2023 | 310 | |
Thereafter | 1,569 | |
Net amount | $ 3,713 | $ 3,815 |
Other Intangible Assets and L_7
Other Intangible Assets and Liabilities - Future Aggregate Amortization of Other Intangible Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Future amortization of acquired below-market leases | ||
2019 (nine months) | $ (1,157) | |
2020 | (1,499) | |
2021 | (1,372) | |
2022 | (1,249) | |
2023 | (806) | |
Thereafter | (2,650) | |
Net amount | $ (8,733) | $ (9,291) |
Investments in Receivables - Ge
Investments in Receivables - General Information (Details) - USD ($) $ in Millions | Jul. 21, 2015 | Mar. 31, 2019 | Mar. 31, 2018 |
Receivables With Imputed Interest [Line Items] | |||
Payment collection period, minimum | 2 years | ||
Payment collection period, maximum | 99 years | ||
Interest income recognized | $ 0.4 | $ 0.4 | |
Minimum | |||
Receivables With Imputed Interest [Line Items] | |||
Discount rate | 7.00% | ||
Maximum | |||
Receivables With Imputed Interest [Line Items] | |||
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, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Notes Receivable Net [Abstract] | |||
Investments in receivables – beginning | $ 18,348 | $ 20,782 | $ 20,782 |
Impairments | (785) | ||
Sales | (350) | ||
Transfers | (8,661) | ||
Repayments | (150) | $ (299) | (1,108) |
Interest accretion | 3 | 3 | |
Foreign currency translation adjustment | 71 | (194) | |
Investments in receivables – ending | $ 9,611 | $ 18,348 |
Investments in Receivables - An
Investments in Receivables - Annual Amounts Due (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Notes Receivable Net [Abstract] | |
2019 (nine months) | $ 1,001 |
2020 | 1,297 |
2021 | 1,345 |
2022 | 1,463 |
2023 | 1,570 |
Thereafter | 12,017 |
Total | $ 18,693 |
Investments in Receivables - _2
Investments in Receivables - Annual Amounts Due - Principal and Interest (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Notes Receivable Net [Abstract] | |
Interest | $ 9,082 |
Principal | 9,611 |
Total | $ 18,693 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture - Additional Information (Details) | Sep. 24, 2018USD ($)site | Jun. 06, 2018USD ($) | Jun. 16, 2016USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 30, 2017USD ($) |
Secured notes | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Aggregate principal amount | $ 125,400,000 | $ 116,600,000 | $ 80,000,000 | |||
Debt discount | 17,292 | $ 1,361,000 | $ 1,454,000 | $ 1,800,000 | ||
Secured notes | Maximum | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt discount | 100,000 | |||||
Senior secured revolving credit facility | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Repayment of debt | $ 120,500,000 | $ 112,300,000 | ||||
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 | $ 125,400,000 | |||||
Percentage of membership interest in unconsolidated JV | 50.01% | |||||
Cash transaction in unconsolidated JV | $ 65,500,000 |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Venture - Summary of Balance Sheet Information for Unconsolidated JV (Details) - Unconsolidated Joint Venture - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule Of Equity Method Investments [Line Items] | ||
Total assets | $ 259,707 | $ 263,228 |
Total liabilities | 127,997 | 128,448 |
Total equity | 131,710 | 134,780 |
Total liabilities and equity | $ 259,707 | $ 263,228 |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture - Summary of Financial Information for Unconsolidated JV (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |
Partnership's share in losses | $ (55) |
Distributions received by the Partnership | 1,482 |
Unconsolidated Joint Venture | |
Schedule Of Equity Method Investments [Line Items] | |
Rental revenue | 3,507 |
Net loss | (109) |
Partnership's share in losses | (55) |
Distributions received by the Partnership | $ 1,482 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2017 | Jun. 16, 2016 | |
Debt | ||||
Outstanding Balance, revolving credit facility | $ 165,000,000 | $ 155,000,000 | ||
Deferred loan costs | (5,350,000) | (5,552,000) | ||
Secured Notes, net | 222,752,000 | 223,685,000 | ||
Senior secured revolving credit facility | ||||
Debt | ||||
Outstanding Balance, revolving credit facility | $ 165,000,000 | 155,000,000 | ||
Maturity Date | Nov. 15, 2023 | |||
4.38% senior secured notes | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 42,058,000 | 42,058,000 | ||
Maturity Date | Jun. 30, 2036 | |||
Series 2017-1 Class A 4.10% | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 60,503,000 | 60,900,000 | ||
Maturity Date | Nov. 15, 2022 | |||
Series 2017-1 Class B 3.81% | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 17,474,000 | 17,563,000 | ||
Maturity Date | Nov. 15, 2022 | |||
Series 2016-1 Class A 3.52% | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 85,383,000 | 86,258,000 | ||
Maturity Date | Jun. 1, 2021 | |||
Series 2016-1 Class B 7.02% | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 25,100,000 | 25,100,000 | ||
Maturity Date | Jun. 1, 2021 | |||
Secured notes | ||||
Debt | ||||
Outstanding Balance, secured debt | $ 230,518,000 | 231,879,000 | ||
Discount on Secured Notes | (1,361,000) | (1,454,000) | $ (1,800,000) | $ (17,292) |
Deferred loan costs | (6,405,000) | (6,740,000) | ||
Secured Notes, net | $ 222,752,000 | $ 223,685,000 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2019 | |
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 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 2016-1 Class A 3.52% | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 3.52% |
Debt instrument, final legal maturity date | Jun. 1, 2021 |
Series 2016-1 Class B 7.02% | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 7.02% |
Debt instrument, final legal maturity date | Jun. 1, 2021 |
Series 2017-1 Class A 4.10% and Class B 3.81% | |
Debt Instrument [Line Items] | |
Debt instrument, final legal maturity date | Nov. 15, 2047 |
Series 2016-1 Class A 3.52% and Class B 7.02% | |
Debt Instrument [Line Items] | |
Debt instrument, final legal maturity date | Jul. 15, 2046 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands | Nov. 15, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt | |||
Revolving credit facility | $ 165,000 | $ 155,000 | |
Senior secured revolving credit facility | |||
Debt | |||
Annual commitment rate | 0.175% | ||
Maturity Date | Nov. 15, 2023 | ||
Revolving credit facility | $ 165,000 | $ 155,000 | |
Undrawn borrowing capacity | $ 285,000 | ||
Senior secured revolving credit facility | Base rate - federal funds rate | |||
Debt | |||
Applicable margin (as a percent) | 1.75% | ||
Senior secured revolving credit facility | Base rate - one month LIBOR | |||
Debt | |||
Applicable margin (as a percent) | 2.25% | ||
Senior secured revolving credit facility | Base rate | |||
Debt | |||
Applicable margin (as a percent) | 2.00% | ||
Amended and Restated Senior Secured Revolving Credit Facility | |||
Debt | |||
Initial borrowing capacity | $ 450,000 | ||
Credit facility term | 5 years | ||
Additional borrowing capacity | $ 75,000 |
Debt - Secured Notes (Details)
Debt - Secured Notes (Details) - USD ($) | Jun. 06, 2018 | Apr. 24, 2018 | Nov. 30, 2017 | Jun. 16, 2016 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Restricted cash reserved | $ 4,994,000 | $ 3,672,000 | ||||
Note Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 43,700,000 | |||||
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 | $ 41,000,000 | |||||
Note Purchase Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 225,000,000 | |||||
Secured notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 125,400,000 | $ 80,000,000 | $ 116,600,000 | |||
Acquisition costs, period cost | 16,000,000 | |||||
Debt discount | 1,800,000 | 17,292 | $ 1,361,000 | $ 1,454,000 | ||
Secured notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | 100,000 | |||||
Senior secured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Nov. 15, 2023 | |||||
Repayment of debt | $ 120,500,000 | $ 112,300,000 | ||||
Senior secured revolving credit facility | Maximum | Restricted Reserve Accounts | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | 17,500,000 | |||||
Senior secured revolving credit facility | Minimum | Restricted Reserve Accounts | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | $ 54,000,000 | |||||
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 | |||||
Series 2016-1 Class A 3.52% | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 3.52% | |||||
Maturity Date | Jun. 1, 2021 | |||||
Series 2016-1 Class B 7.02% | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 7.02% | |||||
Maturity Date | Jun. 1, 2021 | |||||
2017 Secured notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt service coverage ratio | 200.00% | |||||
2016 Secured notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt service coverage ratio | 200.00% | |||||
4.38% senior secured notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 4.38% | |||||
Maturity Date | Jun. 30, 2036 | |||||
4.38% senior secured notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt service coverage ratio | 110.00% |
Debt - Annual Principal Payment
Debt - Annual Principal Payment Amounts (Details) - Secured notes - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2019 (nine months) | $ 6,845 | |
2020 | 10,313 | |
2021 | 108,013 | |
2022 | 72,598 | |
2023 | 2,714 | |
Thereafter | 30,035 | |
Total | $ 230,518 | $ 231,879 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Interest Expense | |||
Debt interest expense | $ 4.5 | $ 6.3 | |
Interest payable | 1 | $ 0.3 | |
Interest expense | |||
Interest Expense | |||
Amortization of deferred loan costs and discount on secured notes | $ 0.8 | $ 0.9 |
Interest Rate Swap Agreements -
Interest Rate Swap Agreements - Fair Value of Interest Rate Swap Agreements (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2019GBP (£) | Dec. 31, 2018USD ($) | |
Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 1,413,000 | $ 4,188,000 | |
Agreement effective date April 13, 2015 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 25,000,000 | ||
Fixed Rate | 1.29% | 1.29% | |
Index | 1-month USD LIBOR | ||
Agreement effective date April 13, 2015 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 28,000 | 102,000 | |
Agreement effective date October 1, 2015 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 50,000,000 | ||
Fixed Rate | 1.74% | 1.74% | |
Index | 1-month USD LIBOR | ||
Agreement effective date October 1, 2015 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 730,000 | 1,259,000 | |
Agreement entered into March 23, 2016 effective date December 24, 2018 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 50,000,000 | ||
Fixed Rate | 1.67% | 1.67% | |
Index | 1-month USD LIBOR | ||
Agreement entered into March 23, 2016 effective date December 24, 2018 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 687,000 | 1,117,000 | |
Agreement entered into March 31, 2016 effective date December 24, 2018 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 20,000,000 | ||
Fixed Rate | 1.56% | 1.56% | |
Index | 1-month USD LIBOR | ||
Agreement entered into March 31, 2016 effective date December 24, 2018 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 331,000 | 508,000 | |
Agreement entered into March 31, 2016 effective date April 13, 2019 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 25,000,000 | ||
Fixed Rate | 1.63% | 1.63% | |
Index | 1-month USD LIBOR | ||
Agreement entered into March 31, 2016 effective date April 13, 2019 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 385,000 | 569,000 | |
Agreement entered into June 12, 2017 effective date March 02, 2018 | |||
Interest Rate Swap Agreements | |||
Notional value | $ 50,000,000 | ||
Fixed Rate | 2.10% | 2.10% | |
Index | 1-month USD LIBOR | ||
Agreement entered into June 12, 2017 effective date March 02, 2018 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ 271,000 | 1,035,000 | |
Agreement entered into November 15, 2018 effective date November 30, 2020 | |||
Interest Rate Swap Agreements | |||
Notional value | £ | £ 38,000,000 | ||
Fixed Rate | 1.49% | 1.49% | |
Index | 1-month GBP LIBOR | ||
Agreement entered into November 15, 2018 effective date November 30, 2020 | Level 2 inputs | |||
Interest Rate Swap Agreements | |||
Fair Value Asset (Liability) | $ (1,019,000) | $ (402,000) |
Interest Rate Swap Agreements_2
Interest Rate Swap Agreements - Gain (Loss) on Derivatives (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Interest Rate Swap Agreements | ||
Unrealized gain (loss) on derivatives | $ (2,762,000) | $ 3,148,000 |
Maximum | ||
Interest Rate Swap Agreements | ||
Realized loss on foreign currency derivatives | $ 100,000 |
Interest Rate Swap Agreements_3
Interest Rate Swap Agreements - Sensitivity Analysis (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Agreement effective date April 13, 2015 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | $ 28 |
Agreement effective date April 13, 2015 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 28 |
Agreement effective date April 13, 2015 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 28 |
Agreement effective date April 13, 2015 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 28 |
Agreement effective date October 1, 2015 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,532 |
Agreement effective date October 1, 2015 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (88) |
Agreement effective date October 1, 2015 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 2,318 |
Agreement effective date October 1, 2015 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (924) |
Agreement entered into March 23, 2016 effective date December 24, 2018 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,317 |
Agreement entered into March 23, 2016 effective date December 24, 2018 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 49 |
Agreement entered into March 23, 2016 effective date December 24, 2018 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,936 |
Agreement entered into March 23, 2016 effective date December 24, 2018 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (601) |
Agreement entered into March 31, 2016 effective date December 24, 2018 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 583 |
Agreement entered into March 31, 2016 effective date December 24, 2018 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 77 |
Agreement entered into March 31, 2016 effective date December 24, 2018 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 830 |
Agreement entered into March 31, 2016 effective date December 24, 2018 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (183) |
Agreement entered into March 31, 2016 effective date April 13, 2019 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 739 |
Agreement entered into March 31, 2016 effective date April 13, 2019 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 26 |
Agreement entered into March 31, 2016 effective date April 13, 2019 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,086 |
Agreement entered into March 31, 2016 effective date April 13, 2019 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (339) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,479 |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (1,012) |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 2,671 |
Agreement entered into June 12, 2017 effective date March 02, 2018 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (2,314) |
Agreement entered into November 15, 2018 effective date November 30, 2020 | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 92 |
Agreement entered into November 15, 2018 effective date November 30, 2020 | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | (2,374) |
Agreement entered into November 15, 2018 effective date November 30, 2020 | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | 1,245 |
Agreement entered into November 15, 2018 effective date November 30, 2020 | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, increase (decrease) in fair value of interest rate derivative | $ (3,691) |
Interest Rate Swap Agreement | Increase of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, assumed increase (decrease) in basis points (as a percent) | 0.50% |
Interest Rate Swap Agreement | Decrease of 50 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, assumed increase (decrease) in basis points (as a percent) | (0.50%) |
Interest Rate Swap Agreement | Increase of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, assumed increase (decrease) in basis points (as a percent) | 1.00% |
Interest Rate Swap Agreement | Decrease of 100 Basis Points | |
Interest Rate Swap Agreements | |
Sensitivity analysis, 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 | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Common Units | |||
Increase (decrease) in partners' capital | |||
Balance (in units) | 25,327,801 | 20,146,458 | 20,146,458 |
Conversion of subordinated units (in units) | 3,135,109 | ||
Unit-based compensation (in units) | 10,631 | 3,826 | |
Balance (in units) | 25,338,432 | 25,005,542 | 25,327,801 |
Common Units | Landmark, General Partner and affiliates | |||
Increase (decrease) in partners' capital | |||
Issuance of units to Fund | 1,506,421 | ||
Common Units | At The Market Issuance Sales Agreement | |||
Increase (decrease) in partners' capital | |||
Issuance of units, net (in units) | 27,830 | ||
Common Units | Unit Exchange Program | |||
Increase (decrease) in partners' capital | |||
Issuance of units, net (in units) | 185,898 | ||
Subordinated Units | |||
Increase (decrease) in partners' capital | |||
Balance (in units) | 3,135,109 | 3,135,109 | |
Conversion of subordinated units (in units) | (3,135,109) | ||
Preferred Units Series A | |||
Increase (decrease) in partners' capital | |||
Balance (in units) | 1,593,149 | 1,568,402 | 1,568,402 |
Balance (in units) | 1,593,149 | 1,593,149 | 1,593,149 |
Preferred Units Series A | At The Market Issuance Sales Agreement | |||
Increase (decrease) in partners' capital | |||
Issuance of units, net (in units) | 24,747 | ||
Preferred Units Series B | |||
Increase (decrease) in partners' capital | |||
Balance (in units) | 2,463,015 | 2,463,015 | 2,463,015 |
Balance (in units) | 2,463,015 | 2,463,015 | 2,463,015 |
Preferred Units Series C | |||
Increase (decrease) in partners' capital | |||
Balance (in units) | 2,000,000 | ||
Balance (in units) | 2,000,000 | 2,000,000 |
Equity - General Information (D
Equity - General Information (Details) $ / shares in Units, $ in Thousands | May 15, 2018$ / shares | Apr. 02, 2018USD ($)$ / sharesshares | Feb. 15, 2018 | Mar. 30, 2017USD ($) | Jun. 24, 2016USD ($) | Feb. 16, 2016USD ($) | Mar. 31, 2019USD ($)site$ / sharesshares | Dec. 31, 2018$ / shares | Sep. 30, 2018$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018USD ($)site$ / sharesshares | Dec. 31, 2018USD ($)site | Mar. 10, 2016shares |
Partnership Equity | |||||||||||||
Number of tenant sites acquired | site | 104 | ||||||||||||
Common Units Issued to Landmark and Affiliates | $ 7,700 | ||||||||||||
Proceeds from the issuance of Preferred Units, net | $ 603 | ||||||||||||
Quarterly distributions | |||||||||||||
Conversion ratio of subordinated units into common units | 100.00% | ||||||||||||
Wireless Communication | |||||||||||||
Partnership Equity | |||||||||||||
Number of tenant sites acquired | site | 49 | ||||||||||||
Preferred Units Series A | |||||||||||||
Partnership Equity | |||||||||||||
Distribution date | Apr. 15, 2019 | Jan. 15, 2019 | Oct. 15, 2018 | Jul. 16, 2018 | Apr. 16, 2018 | ||||||||
Distribution Per Unit Paid (in dollars per share) | $ / shares | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 | ||||||||
Preferred Units Series B | |||||||||||||
Partnership Equity | |||||||||||||
Distribution date | May 15, 2019 | Feb. 15, 2019 | Nov. 15, 2018 | Aug. 15, 2018 | May 15, 2018 | ||||||||
Distribution Per Unit Paid (in dollars per share) | $ / shares | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 | ||||||||
Preferred Units Series C | |||||||||||||
Partnership Equity | |||||||||||||
Distribution date | May 15, 2019 | Feb. 15, 2019 | Nov. 15, 2018 | Aug. 15, 2018 | |||||||||
Distribution Per Unit Paid (in dollars per share) | $ / shares | $ 0.4614 | $ 0.4571 | $ 0.4382 | $ 0.4400 | |||||||||
Stated liquidation preference / redemption price (in dollars per share) | $ / shares | $ 25 | ||||||||||||
Conversion rate for preferred unit | shares | 1.3017 | ||||||||||||
Designated redemption date one | May 15, 2025 | ||||||||||||
Designated redemption date two | May 15, 2028 | ||||||||||||
Designated redemption period | 5 years | ||||||||||||
Liquidation preference | $ / shares | $ 11.13 | ||||||||||||
Preferred units redemption date | May 20, 2025 | ||||||||||||
Preferred units redemption price | $ / shares | $ 25 | ||||||||||||
At The Market Issuance Sales Agreement | Preferred Units | |||||||||||||
Partnership Equity | |||||||||||||
Aggregate offering price | $ 40,000 | ||||||||||||
Unit Exchange Program | |||||||||||||
Partnership Equity | |||||||||||||
Remaining common units available to be issued | shares | 4,091,908 | ||||||||||||
Unit Exchange Program | 6-site acquisition | Wireless Communication | |||||||||||||
Partnership Equity | |||||||||||||
Number of tenant sites acquired | site | 0 | 6 | |||||||||||
Common Units Issued to Landmark and Affiliates | $ 3,200 | ||||||||||||
Limited Partners | Common Units | |||||||||||||
Partnership Equity | |||||||||||||
Issuance of units, net (in shares) | shares | 1,721,000 | ||||||||||||
Quarterly distributions | |||||||||||||
Minimum quarterly distribution per unit (in dollars per share) | $ / shares | $ 0.2875 | ||||||||||||
Limited Partners | Preferred Units Series A | |||||||||||||
Partnership Equity | |||||||||||||
Issuance of units, net (in shares) | shares | 25,000 | ||||||||||||
Limited Partners | Preferred Units Series C | |||||||||||||
Partnership Equity | |||||||||||||
Distribution date | May 15, 2018 | ||||||||||||
Distribution Per Unit Paid (in dollars per share) | $ / shares | $ 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 | Three-month 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) | $ / shares | $ 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 | At The Market Issuance Sales Agreement | Common Units | |||||||||||||
Partnership Equity | |||||||||||||
Aggregate offering price | $ 50,000 | ||||||||||||
Issuance of units, net (in shares) | shares | 0 | 27,830 | |||||||||||
Proceeds from issuance of unit, before costs | $ 500 | ||||||||||||
Limited Partners | At The Market Issuance Sales Agreement | Preferred Units Series A | |||||||||||||
Partnership Equity | |||||||||||||
Issuance of units, net (in shares) | shares | 0 | 24,747 | |||||||||||
Proceeds from issuance of unit, before costs | $ 600 | ||||||||||||
Limited Partners | At The Market Issuance Sales Agreement | Preferred Units Series B | |||||||||||||
Partnership Equity | |||||||||||||
Aggregate offering price | $ 50,000 | ||||||||||||
Issuance of units, net (in shares) | shares | 0 | 0 | |||||||||||
Remaining available amount to be issued | $ 34,400 | ||||||||||||
Limited Partners | Unit Exchange Program | Common Units | |||||||||||||
Partnership Equity | |||||||||||||
Units authorized (in units) | shares | 5,000,000 | ||||||||||||
Limited Partners | Unit Exchange Program | Common Units | 6-site acquisition | Wireless Communication | |||||||||||||
Partnership Equity | |||||||||||||
Number of common units in connection with acquisition (in shares) | shares | 185,898 | ||||||||||||
Limited Partners | Public Offering | Preferred Units Series C | |||||||||||||
Partnership Equity | |||||||||||||
Issuance of units, net (in shares) | shares | 2,000,000 | ||||||||||||
Unit offering price (in dollars per share) | $ / shares | $ 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, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Common and Subordinated Units and IDRs | |||||
Quarterly distributions | |||||
Declaration Date | Apr. 19, 2019 | Jan. 25, 2019 | Oct. 26, 2018 | Jul. 19, 2018 | Apr. 19, 2018 |
Distribution Date | May 15, 2019 | Feb. 14, 2019 | Nov. 14, 2018 | Aug. 14, 2018 | May 15, 2018 |
Distribution Per Unit Paid (in dollars per share) | $ 0.3675 | $ 0.3675 | $ 0.3675 | $ 0.3675 | $ 0.3675 |
Total Distribution Paid | $ 9,312 | $ 9,312 | $ 9,285 | $ 9,431 | $ 9,384 |
Preferred Units Series A | |||||
Quarterly distributions | |||||
Declaration Date | Mar. 21, 2019 | Dec. 20, 2018 | Sep. 20, 2018 | Jun. 21, 2018 | Mar. 23, 2018 |
Distribution Date | Apr. 15, 2019 | Jan. 15, 2019 | Oct. 15, 2018 | Jul. 16, 2018 | Apr. 16, 2018 |
Distribution Per Unit Paid (in dollars per share) | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 | $ 0.5000 |
Total Distribution Paid | $ 797 | $ 797 | $ 797 | $ 797 | $ 797 |
Preferred Units Series B | |||||
Quarterly distributions | |||||
Declaration Date | Apr. 19, 2019 | Jan. 22, 2019 | Oct. 22, 2018 | Jul. 19, 2018 | Apr. 19, 2018 |
Distribution Date | May 15, 2019 | Feb. 15, 2019 | Nov. 15, 2018 | Aug. 15, 2018 | May 15, 2018 |
Distribution Per Unit Paid (in dollars per share) | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 | $ 0.4938 |
Total Distribution Paid | $ 1,216 | $ 1,216 | $ 1,216 | $ 1,216 | $ 1,216 |
Preferred Units Series C | |||||
Quarterly distributions | |||||
Declaration Date | Apr. 19, 2019 | Jan. 22, 2019 | Oct. 22, 2018 | Jul. 19, 2018 | |
Distribution Date | May 15, 2019 | Feb. 15, 2019 | Nov. 15, 2018 | Aug. 15, 2018 | |
Distribution Per Unit Paid (in dollars per share) | $ 0.4614 | $ 0.4571 | $ 0.4382 | $ 0.4400 | |
Total Distribution Paid | $ 923 | $ 914 | $ 876 | $ 880 | |
Preferred Units Series C | Prorated Distribution ( April 2, 2018 to May 14, 2018) | |||||
Quarterly distributions | |||||
Declaration Date | Apr. 19, 2018 | ||||
Distribution Date | May 15, 2018 | ||||
Distribution Per Unit Paid (in dollars per share) | $ 0.2090 | ||||
Total Distribution Paid | $ 418 |
Equity - Summary of Quarterly_2
Equity - Summary of Quarterly Distributions (Parenthetical) (Details) - Preferred Units Series C | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | |
Quarterly distributions | ||||
Distribution Date | May 15, 2019 | Feb. 15, 2019 | Nov. 15, 2018 | Aug. 15, 2018 |
Prorated Distribution ( April 2, 2018 to May 14, 2018) | ||||
Quarterly distributions | ||||
Prorated period | 43 days | |||
Closing date of issuance | Apr. 2, 2018 | |||
Distribution Date | May 15, 2018 | |||
Record date | May 1, 2018 |
Net Income (Loss) Per Limited_3
Net Income (Loss) Per Limited Partner Unit - Additional Information (Details) - item | Feb. 15, 2018 | Mar. 31, 2019 |
General Partner | Common Units | ||
Limited Partners Capital Account [Line Items] | ||
Cash distribution declaration date | Mar. 31, 2018 | |
Distribution date | May 15, 2018 | |
Cash distribution record date | May 1, 2018 | |
Landmark Dividend LLC | ||
Limited Partners Capital Account [Line Items] | ||
Number of common units that will convert from each outstanding subordinated unit | 1 |
Net Income (Loss) Per Limited_4
Net Income (Loss) Per Limited Partner Unit - Undistributed Net Loss Attributable to Common and Subordinated Unitholders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income (loss) attributable to partners: | ||
Net income attributable to limited partners | $ 7,202 | $ 6,737 |
Less: Distributions declared | (2,894) | (1,944) |
Incentive distribution rights | (197) | (195) |
Net income attributable to common and subordinated unitholders | 3,755 | 4,598 |
General Partner | ||
Net income (loss) attributable to partners: | ||
Incentive distribution rights | (197) | (195) |
Preferred Units | ||
Net income (loss) attributable to partners: | ||
Less: Distributions declared | (2,894) | (1,944) |
Preferred Units Series C | ||
Net income (loss) attributable to partners: | ||
Accretion of Series C preferred units | (356) | |
Common Units | ||
Net income (loss) attributable to partners: | ||
Less: Distributions declared | (9,312) | (9,190) |
Net income attributable to common and subordinated unitholders | 3,755 | 4,901 |
Undistributed net loss | (5,557) | (4,289) |
Common and Subordinated Units | ||
Net income (loss) attributable to partners: | ||
Undistributed net loss | $ (5,557) | $ (4,592) |
Net Income (Loss) Per Limited_5
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, 2019 | Mar. 31, 2018 | |
Net income (loss) attributable to partners: | ||
Distributions declared | $ 2,894 | $ 1,944 |
Net income attributable to common and subordinated unitholders | $ 3,755 | $ 4,598 |
Weighted-average units outstanding: | ||
Basic (in shares) | 25,338 | 22,996 |
Units - diluted (in shares) | 25,338 | 24,564 |
Net income per common and subordinated unit: | ||
Basic (in dollars per share) | $ 0.15 | $ 0.21 |
Diluted (in dollars per share) | $ 0.15 | $ 0.19 |
Common Units | ||
Net income (loss) attributable to partners: | ||
Distributions declared | $ 9,312 | $ 9,190 |
Undistributed net loss | (5,557) | (4,289) |
Net income attributable to common and subordinated unitholders | 3,755 | 4,901 |
Net income (loss) attributable to subordinated units | (303) | |
Net income (loss) attributable to common and subordinated units - diluted | $ 3,755 | $ 4,598 |
Weighted-average units outstanding: | ||
Basic (in shares) | 25,338 | 22,996 |
Effect of diluted subordinated units | 1,568 | |
Units - diluted (in shares) | 25,338 | 24,564 |
Net income per common and subordinated unit: | ||
Basic (in dollars per share) | $ 0.15 | $ 0.21 |
Diluted (in dollars per share) | $ 0.15 | $ 0.19 |
Subordinated Units | ||
Net income (loss) attributable to partners: | ||
Undistributed net loss | $ (303) | |
Net income attributable to common and subordinated unitholders | (303) | |
Net income (loss) attributable to common and subordinated units - diluted | $ (303) | |
Weighted-average units outstanding: | ||
Basic (in shares) | 1,568 | |
Units - diluted (in shares) | 1,568 | |
Net income per common and subordinated unit: | ||
Basic (in dollars per share) | $ (0.19) | |
Diluted (in dollars per share) | $ (0.19) |
Net Income (Loss) Per Limited_6
Net Income (Loss) Per Limited Partner Unit - Net Income (Loss) per Unit (Parenthetical) (Details) - Landmark Dividend LLC | Feb. 15, 2018item | Mar. 31, 2018shares |
Limited Partners Capital Account [Line Items] | ||
Number of common units that will convert from each outstanding subordinated unit | item | 1 | |
Common Units | ||
Limited Partners Capital Account [Line Items] | ||
Number of units converted | shares | 3,135,109 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Investment in receivables, net | ||
Investment in receivables, net | $ 9,611 | $ 18,348 |
Carrying Amount | Senior secured revolving credit facility | ||
Debt | ||
Revolving credit facility | 165,000 | 155,000 |
Carrying Amount | Secured notes | ||
Debt | ||
Secured Notes, net | 222,752 | 223,685 |
Fair Value | ||
Investment in receivables, net | ||
Investment in receivables, net | 9,990 | 18,867 |
Fair Value | Senior secured revolving credit facility | ||
Debt | ||
Revolving credit facility | 165,000 | 155,000 |
Fair Value | Secured notes | ||
Debt | ||
Secured Notes, net | $ 224,511 | $ 224,333 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 1,019 | $ 402 |
Recurring | Level 2 inputs | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative Assets | 2,432 | 4,590 |
Derivative Liabilities | $ 1,019 | $ 402 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | Jun. 06, 2018 | Nov. 30, 2017 | Mar. 31, 2019USD ($)item$ / shares$ / property | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 13, 2017 |
Related Party Transaction [Line Items] | ||||||
Incentive distribution rights | $ 197,000 | |||||
Due from Landmark and affiliates | $ 2,584,000 | $ 1,390,000 | ||||
4.38% Senior Secured Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate (as a percent) | 4.38% | |||||
Maximum | 2018 Secured Notes | Unconsolidated Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Operating revenue per tenant site | $ / property | 46 | |||||
Incentive Distribution Rights | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive distribution and allocations waived amount | $ 200,000 | |||||
Threshold percentage per unit per quarter (in dollars per share) | $ / shares | $ 0.2875 | |||||
Incentive distribution rights | $ 200,000 | |||||
Incentive Distribution Rights | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of available cash | 50.00% | |||||
Penteon Corporation | ||||||
Related Party Transaction [Line Items] | ||||||
Leasing costs incurred for deployment of LPWAN | 0 | |||||
Penteon Corporation | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Warrant to purchase maximum number of preferred stock, in percentage | 25.00% | |||||
Landmark, General Partner and affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Due from Landmark and affiliates | $ 2,600,000 | $ 1,400,000 | ||||
Landmark, General Partner and affiliates | Capped reimbursement for certain general and administrative expenses | ||||||
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 | 1,200,000 | ||||
American Infrastructure Funds | Patent License Agreement Fees | ||||||
Related Party Transaction [Line Items] | ||||||
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 | ||||
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 | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred | $ 100,000 | |||||
General Partner | Management fees | 2018 Secured Notes | Unconsolidated Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred | 100,000 | |||||
General Partner | Management fees | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred | $ 100,000 | |||||
Landmark Dividend LLC | Management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred | $ 0 | $ 0 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Completed Right of First Offer ("ROFO") Acquisitions (Details) $ in Millions | Jan. 18, 2018USD ($)siteshares | Dec. 31, 2018USD ($)site |
Related Party Transaction [Line Items] | ||
Total No. of Tenant Sites | site | 104 | |
Total Consideration | $ | $ 75.8 | |
Landmark Dividend Growth Fund H LLC | Acquisition from related party | 127-site fund H acquisition | ||
Related Party Transaction [Line Items] | ||
Total No. of Tenant Sites | site | 127 | |
Total Consideration | $ | $ 59.9 | |
Total Common Units Issued | shares | 1,506,421 |
Segment Information - General I
Segment Information - General Information (Details) - segment | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 3 | 3 |
Segment Information - Statement
Segment Information - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Rental revenue | $ 14,393 | $ 15,695 |
Expenses | ||
Property operating | 665 | 286 |
General and administrative | 1,478 | 1,699 |
Acquisition-related | 127 | 185 |
Amortization | 3,517 | 4,022 |
Impairments | 204 | |
Total expenses | 5,991 | 6,192 |
Total other income and expenses | (1,070) | (2,686) |
Income before income tax expense | 7,332 | 6,817 |
Income tax expense (benefit) | 122 | 76 |
Net income | 7,210 | 6,741 |
Operating Segments | Wireless Communication | ||
Revenue | ||
Rental revenue | 7,236 | 9,645 |
Expenses | ||
Property operating | 51 | 34 |
Amortization | 2,361 | 3,072 |
Total expenses | 2,412 | 3,106 |
Total other income and expenses | 5,820 | 171 |
Income before income tax expense | 10,644 | 6,710 |
Net income | 10,644 | 6,710 |
Operating Segments | Outdoor Advertising | ||
Revenue | ||
Rental revenue | 5,081 | 4,210 |
Expenses | ||
Property operating | 260 | 171 |
Amortization | 987 | 793 |
Impairments | 204 | |
Total expenses | 1,451 | 964 |
Total other income and expenses | 61 | 64 |
Income before income tax expense | 3,691 | 3,310 |
Net income | 3,691 | 3,310 |
Operating Segments | Renewable Power Generation | ||
Revenue | ||
Rental revenue | 2,076 | 1,840 |
Expenses | ||
Property operating | 354 | 81 |
Amortization | 169 | 157 |
Total expenses | 523 | 238 |
Total other income and expenses | 203 | 203 |
Income before income tax expense | 1,756 | 1,805 |
Net income | 1,756 | 1,805 |
Corporate | ||
Expenses | ||
General and administrative | 1,478 | 1,699 |
Acquisition-related | 127 | 185 |
Total expenses | 1,605 | 1,884 |
Total other income and expenses | (7,154) | (3,124) |
Income before income tax expense | (8,759) | (5,008) |
Income tax expense (benefit) | 122 | 76 |
Net income | $ (8,881) | $ (5,084) |
Segment Information - Total Ass
Segment Information - Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | $ 799,114 | $ 786,613 |
Corporate | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 25,574 | 24,695 |
Wireless Communication | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 427,085 | 433,254 |
Outdoor Advertising | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 233,387 | 216,326 |
Renewable Power Generation | Operating Segments | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | $ 113,068 | $ 112,338 |
Segment Information - Schedule
Segment Information - Schedule of Rental Revenues by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Rental revenue | $ 14,393 | $ 15,695 |
United States | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Rental revenue | 12,902 | 14,914 |
United Kingdom | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Rental revenue | 1,178 | 577 |
Australia | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Rental revenue | 299 | 190 |
Canada | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Rental revenue | $ 14 | $ 14 |
Segment Information - Schedul_2
Segment Information - Schedule of Total Assets by Country (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | $ 799,114 | $ 786,613 |
United States | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 719,669 | 720,331 |
United Kingdom | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 65,344 | 53,850 |
Australia | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | 13,460 | 11,830 |
Canada | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Assets | $ 641 | $ 602 |
Commitments and Contingencies -
Commitments and Contingencies - Real Property Interest Subject to Subordination (Details) $ in Millions | Mar. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Real property interest subject to subordination | $ 67 |
Tenant Concentration (Details)
Tenant Concentration (Details) - Concentration - Tenant Revenue | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Clear Channel | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 13.70% | 11.70% |
T-Mobile | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 8.50% | 10.80% |
AT&T Mobility | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 7.50% | 10.20% |
Sprint | ||
Concentration Risk [Line Items] | ||
Percentage of revenue | 6.00% | 8.90% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Noncash activities | ||||||
Capital contribution to fund general and administrative expense reimbursement | $ 994 | $ 1,202 | ||||
Issuance of common units for assets acquired from Fund H | $ 7,700 | |||||
Distributions payable to preferred unitholders | 1,685 | 1,244 | ||||
Offering costs included in accounts payable and accrued liabilities | 207 | |||||
Deferred loan costs included in accounts payable and accrued liabilities | 44 | |||||
Initial recognition of lease liabilities related to right of use assets | 7,589 | |||||
Purchase price for acquisitions and construction activities included in accounts payable | 9,677 | |||||
Cash flows related to interest paid | ||||||
Cash paid for interest | 3,049 | 5,438 | ||||
Capitalized interest | 308 | 76 | ||||
Income taxes paid | 126 | |||||
Preferred Units Series C | ||||||
Noncash activities | ||||||
Accretion of Series C preferred units | $ 356 | |||||
Unit Exchange Acquisitions | ||||||
Noncash activities | ||||||
Issuance of common units for assets acquired from Fund H | $ 900 | $ 1,800 | $ 1,800 | 3,200 | ||
Unit Exchange Program acquisitions | 3,147 | |||||
Landmark, General Partner and affiliates | ||||||
Noncash activities | ||||||
Purchase price for acquisitions included in due to Landmark and affiliates | 493 | |||||
Landmark Dividend Growth Fund H LLC | ||||||
Noncash activities | ||||||
Issuance of common units for assets acquired from Fund H | $ 27,342 |