Landmark Infrastructure Partners LP Reports Second Quarter Results

Highlights

  • Rental revenue of $17.6 million, a 27% increase year-over-year;
  • Net income attributable to common unitholders of $0.09 and Funds From Operations (FFO) of $0.35 per diluted unit;
  • Adjusted Funds From Operations (AFFO) of $0.38 per diluted unit, a 15% increase year-over-year;
  • On June 2nd, an affiliate of DigitalBridge Group, Inc. (NYSE: DBRG), completed its acquisition of Landmark Dividend LLC, the Partnership’s sponsor, and now owns and controls the general partner;
  • As of June 30th, 235 digital kiosks deployed within the Dallas Area Rapid Transit (“DART”) network; and
  • A quarterly distribution of $0.20 per common unit.

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

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

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

Quarterly Distributions
On July 23, 2021, the Board of Directors of the Partnership’s general partner declared a distribution of$0.20 per common unit, or$0.80per common unit on an annualized basis, for the quarter ended June 30, 2021. The distribution is payable on August 13, 2021 to common unitholders of record as of August 3, 2021.

On July 22, 2021, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.4375 per Series C preferred unit, which is payable on August 16, 2021 to Series C preferred unitholders of record as of August 2, 2021.

On July 22, 2021, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.49375 per Series B preferred unit, which is payable on August 16, 2021 to Series B preferred unitholders of record as of August 2, 2021.

OnJune 18, 2021, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.5000 per Series A preferred unit, which was paid on July 15, 2021 to Series A preferred unitholders of record as of July 1, 2021.

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

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

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

Conference Call Information
The Partnership will hold a conference call on Wednesday, August 4, 2021, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its second quarter 2021 financial and operating results. The conference call will be limited to management’s prepared remarks, with no question-and-answer session following the remarks, and can be accessed via a live webcast at https://edge.media-server.com/mmc/p/pq8ybeft, or by dialing 877-930-8063 in the U.S. and Canada. Investors outside of the U.S. and Canada should dial 253-336-7764. The passcode for both numbers is 6179776.

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

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

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

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

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

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

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

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

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

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

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


Landmark Infrastructure PartnersLP
Consolidated Statements of Operations
In thousands, except per unit data
(Unaudited)

Three Months Ended June30,Six Months Ended June30,
2021202020212020
Revenue
Rental revenue$17,570$13,844$34,854$27,665
Expenses
Property operating1,0663541,778863
General and administrative9511,2232,4322,711
Acquisition-related388612691
Depreciation and amortization5,1124,3019,7927,903
Impairments2710227184
Total expenses7,1946,06614,15511,752
Other income and expenses
Interest and other income16096229271
Interest expense(4,882)(4,393)(9,868)(8,691)
Loss on early extinguishment of debt(2,231)
Unrealized gain (loss) on derivatives193(481)1,317(6,684)
Equity income (loss) from unconsolidated joint venture(401)687(1,090)837
Gain on sale of real property interests110110
Total other income and expenses(4,820)(4,091)(9,302)(16,498)
Income (loss) from continuing operations before income tax expense (benefit)5,5563,68711,397(585)
Income tax expense (benefit)110(90)(335)
Income (loss) from continuing operations5,4463,77711,397(250)
Income from discontinued operations, net of tax14,85617,511
Net income5,44618,63311,39717,261
Less: Net income attributable to noncontrolling interests881616
Net income attributable to limited partners5,43818,62511,38117,245
Less: Distributions to preferred unitholders(3,060)(3,037)(6,120)(6,097)
Less: Accretion of Series C preferred units(96)(96)(190)(193)
Net income attributable to common unitholders$2,282$15,492$5,071$10,955
Income (loss) from continuing operations per common unit
Common units – basic$0.09$0.02$0.20$(0.26)
Common units – diluted$0.09$0.02$0.20$(0.26)
Net income per common unit
Common units – basic$0.09$0.61$0.20$0.43
Common units – diluted$0.09$0.61$0.20$0.43
Weighted average common units outstanding
Common units – basic25,48925,47625,48925,468
Common units – diluted25,48925,47625,48925,468
Other Data
Total leased tenant sites (end of period)1,9921,8141,9921,814
Total available tenant sites (end of period)2,0971,9222,0971,922


Landmark Infrastructure PartnersLP
Consolidated Balance Sheets
In thousands, except per unit data
(Unaudited)

June30, 2021December31, 2020
Assets
Land$117,915$117,421
Real property interests685,349671,468
Construction in progress42,76444,787
Total land and real property interests846,028833,676
Accumulated depreciation and amortization of real property interests(72,230)(63,474)
Land and net real property interests773,798770,202
Investments in receivables, net4,8505,101
Investment in unconsolidated joint venture59,31060,880
Cash and cash equivalents11,90210,447
Restricted cash2,9673,195
Rent receivables3,8394,016
Due from Landmark and affiliates1,0601,337
Deferred loan costs, net2,9153,567
Deferred rent receivable2,4211,818
Derivative assets369
Other intangible assets, net18,31819,417
Right-of-use asset, net10,42510,716
Other assets4,1714,082
Total assets$896,345$894,778
Liabilities and equity
Revolving credit facility$223,200$214,200
Secured notes, net277,207279,677
Accounts payable and accrued liabilities5,2236,732
Other intangible liabilities, net5,3806,081
Operating lease liability8,6698,818
Finance lease liability74
Prepaid rent5,8624,446
Derivative liabilities2,4873,435
Total liabilities528,102523,389
Commitments and contingencies
Mezzanine equity
Series C cumulative redeemable convertible preferred units, 1,982,700units issued and outstanding at June 30, 2021 and December 31, 2020, respectively48,09247,902
Equity
Series A cumulative redeemable preferred units, 1,788,843 unitsissued and outstanding at June 30, 2021 and December 31, 2020, respectively41,85041,850
Series B cumulative redeemable preferred units 2,628,932 unitsissued and outstanding at June 30, 2021 and December 31, 2020, respectively63,01463,014
Common units, 25,488,992 and 25,478,042 units issued and outstanding atJune 30, 2021 and December 31, 2020, respectively371,196376,201
General Partner(157,623)(159,070)
Accumulated other comprehensive income (loss)1,5131,291
Total limited partners’ equity319,950323,286
Noncontrolling interests201201
Total equity320,151323,487
Total liabilities, mezzanine equity and equity$896,345$894,778


Landmark Infrastructure PartnersLP
Real Property InterestTable

AvailableTenant Sites(1)LeasedTenant Sites
Real Property InterestNumber of
Infrastructure
Locations (1)
NumberAverage
Remaining
Property
Interest
(Years)
NumberAverage
Remaining
Lease
Term
(Years) (2)
Tenant Site
Occupancy
Rate (3)
Average
Monthly
Effective
Rent
Per Tenant
Site (4)(5)
Quarterly
Rental
Revenue (6)
(In thousands)
Percentage
ofQuarterly
Rental
Revenue (6)
Tenant Lease Assignment with Underlying Easement
Wireless Communication69389675.5(7)84434.3$5,26530%
Digital Infrastructure1199.0(7)18.24503%
Outdoor Advertising56785480.8(7)82715.13,37820%
Renewable Power Generation154728.7(7)4733.46514%
Subtotal1,2761,79873.1(7)1,71926.2$9,74457%
Tenant Lease Assignment only (8)
Wireless Communication11617044.514816.2$1,0536%
Outdoor Advertising333660.83412.02141%
Renewable Power Generation6646.1624.058%
Subtotal15521247.318815.7$1,3257%
Tenant Lease on Fee Simple
Wireless Communication182999.0(7)2726.0$2111%
Digital Infrastructure131399.0(7)1323.94,45025%
Outdoor Advertising262899.0(7)286.12241%
Renewable Power Generation141799.0(7)1728.01,6169%
Subtotal718799.0(7)8519.8$6,50136%
Total1,5022,09768.6(9)1,99224.8$17,570100%
Aggregate Portfolio
Wireless Communication8271,09566.51,01931.593%$2,052$6,52937%
Digital Infrastructure141499.01422.8100%116,3464,90028%
Outdoor Advertising62691872.188914.797%1,9543,81622%
Renewable Power Generation357034.77029.7100%11,0742,32513%
Total1,5022,09768.6(9)1,99224.895%$3,285$17,570100%

(1)“Available Tenant Sites” means the number of individual sites that could be leased. For example, if we have an easement on a single rooftop, on which three different tenants can lease space from us, this would be counted as three “tenant sites,” and all three tenant sites would be at a single infrastructure location with the same address.
(2)Assumes the exercise of all remaining renewal options of tenant leases. Assuming no exercise of renewal options, the average remaining lease terms for our wireless communication, digital infrastructure, outdoor advertising, renewable power generation and total portfolio as of June 30, 2021 were 2.3, 8.8, 6.6, 16.3 and 4.4 years, respectively.
(3)Represents the number of leased tenant sites divided by the number of available tenant sites.
(4)Occupancy and average monthly effective rent per tenant site are shown only on an aggregate portfolio basis by industry.
(5)Represents total monthly revenue excluding the impact of amortization of above and below market lease intangibles divided by the number of leased tenant sites.
(6)Represents GAAP rental revenue recognized under existing tenant leases for the three months ended June 30, 2021.Excludes interest income on receivables.
(7)Fee simple ownership and perpetual easements are shown as having a term of 99years for purposes of calculating the average remaining term.
(8)Reflects “springing lease agreements” whereby the cancellation or nonrenewal of a tenant lease entitles us to enter into a new ground lease with the property owner (up to the full property interest term) and a replacement tenant lease. The remaining lease assignment term is, therefore, equal to or longer than the remaining lease term. Also represents properties for which the “springing lease” feature has been exercised and has been replaced by a lease for the remaining lease term.
(9)Excluding perpetual ownership rights, the average remaining property interest term on our tenant sites is approximately 60years.

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

Three Months Ended June30,Six Months Ended June30,
20212020 (1)20212020 (1)
Net income$5,446$18,633$11,397$17,261
Adjustments:
Depreciation and amortization expense5,1124,5479,7928,439
Impairments2710227184
Gain on sale of real property interests, net of income taxes(110)(15,723)(110)(15,723)
Adjustments for investment in unconsolidated joint venture1,4302923,0251,083
Distributions to preferred unitholders(3,060)(3,037)(6,120)(6,097)
Distributions to noncontrolling interests(8)(8)(16)(16)
FFO attributable to common unitholders$8,837$4,806$17,995$5,131
Adjustments:
General and administrative expense reimbursement (2)5099291,4472,030
Acquisition-related expenses38117126432
Unrealized (gain) loss on derivatives(193)1,192(1,317)8,483
Straight line rent adjustments(216)208(422)377
Unit-based compensation120120
Amortization of deferred loan costs and discount on secured notes6306161,2481,205
Amortization of above- and below-market rents, net(239)(245)(470)(481)
Deferred income tax (expense) benefit56(9)(91)(308)
Loss on early extinguishment of debt2,231
Repayments of receivables139101251243
Adjustments for investment in unconsolidated joint venture44398077
Foreign currency transaction gain728(2,635)
AFFO attributable to common unitholders$9,605$8,482$18,967$16,905
FFO per common unit – diluted$0.35$0.19$0.71$0.20
AFFO per common unit – diluted$0.38$0.33$0.74$0.66
Weighted average common units outstanding – diluted25,48925,47625,48925,468

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

Landmark Infrastructure PartnersLP
Reconciliation of EBITDA and Adjusted EBITDA
In thousands
(Unaudited)

Three Months Ended June30,Six Months Ended June30,
20212020 (1)20212020 (1)
Reconciliation of EBITDA and Adjusted EBITDA to Net Income
Net income (loss)$5,446$18,633$11,397$17,261
Interest expense4,8824,6319,8689,332
Depreciation and amortization expense5,1124,5479,7928,439
Income tax expense110160103
EBITDA$15,550$27,971$31,057$35,135
Impairments2710227184
Acquisition-related38117126432
Unrealized (gain) loss on derivatives(193)1,192(1,317)8,483
Loss on early extinguishment of debt2,231
(Gain) loss on sale of real property interests(110)(15,723)(110)(15,723)
Unit-based compensation120120
Straight line rent adjustments(216)208(422)377
Amortization of above- and below-market rents, net(239)(245)(470)(481)
Repayments of investments in receivables139101251243
Adjustments for investment in unconsolidated joint venture2,1209964,4042,490
Foreign currency transaction gain728(2,635)
Deemed capital contribution to fund general and administrative expense reimbursement(2)5099291,4472,030
Adjusted EBITDA$17,625$16,376$35,113$32,886
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided byOperating Activities
Net cash provided by operating activities$10,882$10,633$23,336$20,096
Unit-based compensation(120)(120)
Unrealized gain (loss) on derivatives193(1,192)1,317(8,483)
Loss on early extinguishment of debt(2,231)
Depreciation and amortization expense(5,112)(4,547)(9,792)(8,439)
Amortization of above- and below-market rents, net239245470481
Amortization of deferred loan costs and discount on secured notes(630)(616)(1,248)(1,205)
Impairments(27)(102)(27)(184)
Gain (loss) on sale of real property interests11015,72311015,723
Adjustment for uncollectible accounts(68)(150)
Equity income (loss) from unconsolidated joint venture(401)687(1,090)837
Distributions of earnings from unconsolidated joint venture(250)(479)(925)
Foreign currency transaction gain(728)2,635
Working capital changes192(1,152)(1,080)(774)
Net income (loss)$5,446$18,633$11,397$17,261
Interest expense4,8824,6319,8689,332
Depreciation and amortization expense5,1124,5479,7928,439
Income tax expense110160103
EBITDA$15,550$27,971$31,057$35,135
Less:
Gain on sale of real property interests(110)(15,723)(110)(15,723)
Unrealized gain on derivatives(193)(1,317)
Straight line rent adjustment(216)(422)
Amortization of above- and below-market rents, net(239)(245)(470)(481)
Foreign currency transaction gain(2,635)
Add:
Impairments2710227184
Acquisition-related38117126432
Unrealized loss on derivatives1,1928,483
Loss on early extinguishment of debt2,231
Unit-based compensation120120
Straight line rent adjustment208377
Repayments of investments in receivables139101251243
Adjustments for investment in unconsolidated joint venture2,1209964,4042,490
Foreign currency transaction loss728
Deemed capital contribution to fund general and administrative expense reimbursement (2)5099291,4472,030
Adjusted EBITDA$17,625$16,376$35,113$32,886

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

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