lmrk-8k_20170803.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934  

Date of Report (Date of earliest event reported): August 3, 2017  

 

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36735

 

61-1742322

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

2141 Rosecrans Avenue, Suite 2100

El Segundo, CA 90245

(Address of principal executive office) (Zip Code)

 

(310) 598-3173

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On August 3, 2017, Landmark Infrastructure Partners LP issued a press release announcing its second quarter 2017 financial results. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

 

Number

 

Description

99.1

 

Press release issued by Landmark Infrastructure Partners LP on August 3, 2017.

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Landmark Infrastructure Partners LP

 

 

 

 

 

By:

 

Landmark Infrastructure Partners GP LLC,  

 

 

 

its general partner 

 

 

 

 

Dated: August 3, 2017

By:

 

 /s/ George P. Doyle

 

Name:

 

George P. Doyle

 

Title:

 

Chief Financial Officer and Treasurer

 

3


 

EXHIBIT INDEX  

 

Exhibit

 

 

Number

 

Description

99.1

 

Press release issued by Landmark Infrastructure Partners LP on August 3, 2017.

 

4

lmrk-ex991_6.htm

 

Exhibit 99.1

 

 

Landmark Infrastructure Partners LP Reports Second Quarter 2017 Results

 

El Segundo, California, August 3, 2017 (GLOBE NEWSWIRE) Landmark Infrastructure Partners LP (the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its second quarter 2017 financial results.

 

Highlights

 

On July 31, the Partnership successfully reorganized under its new legal structure, intended to substantially eliminate unrelated business taxable income (“UBTI”) and simplify state income tax filings;

 

In May 2017, our sponsor, Landmark Dividend LLC (“Landmark”), announced a strategic venture with Ericsson to build out an intelligent IoT microgrid system across North America utilizing Ericsson’s Zero Site solution;

 

In June 2017, the Partnership announced a partnership with Penteon Corporation to deploy a nationwide low-power, wide area network (LPWAN) based on LoRA technology across the Partnership’s real estate platform;

 

Completed acquisitions totaling approximately $82 million year-to-date through July 31, 2017, including:

 

o

On July 28, the Partnership acquired 34 assets from Landmark for total consideration of $22 million;

 

o

On June 8, the Partnership acquired 41 assets from Landmark for total consideration of $24.7 million;

 

Increased the borrowing capacity under the Partnership’s revolving credit facility by $85 million to $367 million;

 

Announced a quarterly distribution of $0.3550 per common unit, representing year-over-year distribution growth of 6.8%;

 

Reported Q2 2017 rental revenue of $12.8 million, a 69% increase year-over-year;

 

Reported Q2 2017 net income of $2.7 million, EBITDA of $10.2 million, and Adjusted EBITDA of $12.4 million, a 72% increase in Adjusted EBITDA year-over-year; and

 

Reported Q2 2017 distributable cash flow of $7.1 million, a 51% increase year-over-year.

 

Second Quarter 2017 Results

Rental revenue for the quarter ended June 30, 2017 increased 69% to $12.8 million compared to the second quarter of 2016.  Net income for the second quarter was $2.7 million, compared to net income of less than $0.1 million in the second quarter of 2016.  Net income attributable to common and subordinated unitholders per basic and diluted unit in the second quarter of 2017 increased to $0.05, compared to a net loss attributable to common and subordinated unitholders per basic and diluted unit of $0.03 in the second quarter of 2016.  EBITDA (earnings before interest, income taxes, depreciation and amortization) for the quarter ended June 30, 2017 increased 119% to $10.2 million compared to the second quarter of 2016.  The net income and EBITDA amounts for the quarter ended June 30, 2017 include the impact from $0.7 million in impairments, $0.5 million of unrealized loss on derivatives, and $0.3 million of acquisition-related expenses.  Adjusted EBITDA for the quarter ended June 30, 2017 increased 72% to $12.4 million compared to the second quarter of 2016, and distributable cash flow increased 51% to $7.1 million compared to the second quarter of 2016.

 

For the six months ended June 30, 2017, the Partnership reported rental revenue of $24.6 million, net income of $6.2 million, and net income attributable to common and subordinated unitholders of $0.14 per basic and diluted unit.  The Partnership reported EBITDA of $20.7 million, Adjusted EBITDA of $23.6 million, and distributable cash flow of $13.5 million in the six-month period ended June 30, 2017.  The net income and EBITDA amounts include the impact from $0.8 million in impairments, $0.8 million of acquisition-related expenses, and $0.1 million of unrealized loss on derivatives.

 

“We’re very pleased with our second quarter results and the recent achievements of the Partnership.  The implementation of our new legal structure should broaden our investor base by substantially eliminating UBTI and simplifying state income tax filings,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.  “In addition, we are also very excited about our strategic partnerships with Ericsson and Penteon.  These relationships should complement our core ground lease business as we continue our transition to a fully-integrated real estate and infrastructure company, further creating value for our unitholders and driving future growth for LMRK.”

 


 

Quarterly Distributions

On July 19, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution of $0.3550 per common unit, or $1.42 per common unit on an annualized basis, for the quarter ended June 30, 2017.  This quarter’s cash distribution, which represents a 6.8% increase year-over-year, marks the tenth consecutive quarter that the Partnership has increased its quarterly cash distribution since its IPO in November 2014.  The distribution is payable on August 14, 2017 to common unitholders of record as of August 1, 2017.

 

On July 19, 2017, 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 15, 2017 to Series B preferred unitholders of record as of August 1, 2017.

 

On June 22, 2017, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.500 per Series A preferred unit, which was paid on July 17, 2017 to Series A preferred unitholders of record as of July 3, 2017.

 

Capital and Liquidity

As of June 30, 2017, the Partnership had $279 million of outstanding borrowings under its revolving credit facility (the “Facility”) and $88 million of undrawn borrowing capacity under the Facility, subject to compliance with certain covenants.  During the second quarter, the Partnership amended the Facility to increase the borrowing capacity by $85 million to $367 million.

 

Recent Acquisitions

Year-to-date through July 31, 2017, the Partnership acquired a total of 107 assets for total consideration of approximately $82 million.  The acquisitions were immediately accretive to the Partnership’s distributable cash flow, and funded primarily with borrowings under the Partnership’s existing Facility.

 

At-The-Market (“ATM”) Equity Programs

Through its At-The-Market (“ATM”) issuance programs, the Partnership has issued 310,844 Series A preferred units and 192,349 Series B preferred units for gross proceeds of approximately $7.8 million and $4.8 million, respectively, year-to-date through July 31, 2017.

 

2017 Guidance

The Partnership’s sponsor has expressed its intent to offer us the right to purchase $200 million of assets in 2017.  These acquisitions, combined with organic portfolio growth, are expected to drive distribution growth of 10% over the fourth quarter 2016 distribution of $0.35 per common unit by the fourth quarter 2017 (distribution to be paid in February 2018).  

 

Changes to Legal Structure; REIT Subsidiary

On July 20, 2017, the Partnership’s common unitholders (excluding the Partnership’s general partner and its affiliates) and subordinated unitholders, voting as separate classes, approved an amendment to the partnership agreement that imposes ownership limits on the holding of units in the Partnership necessary to support the previously announced change in legal structure, which contemplated moving the Partnership’s assets under a subsidiary intended to be taxed as a real estate investment trust (“REIT”).

 

On July 31, 2017, the Partnership announced the completion of changes to its legal structure which are designed to simplify tax reporting for unitholders, substantially eliminate unrelated business taxable income (“UBTI”) allocated by the Partnership to tax-exempt investors, including individuals investing through tax-deferred accounts such as individual retirement accounts (“IRAs”), and ultimately broaden the Partnership’s potential investor base.

 

For investors purchasing units after July 2017, the Schedule K-1 received for the 2017 tax year will reflect the revised structure, and is expected to be simplified to include predominately dividends, other corporate distributions and related expenses, and is intended to eliminate the amount of state taxable income sourced to states other than the state of residence for most individual unitholders.  These changes are expected to apply to both the common and preferred units and are not expected to impact the presentation of the Partnership’s financial results.

 


 

Conference Call Information

The Partnership will hold a conference call on Thursday, August 3, 2017, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its second quarter 2017 financial and operating results.  The call can be accessed via a live webcast at http://edge.media-server.com/m/p/7hx9shxf, 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 55503074.

 

A webcast replay will be available approximately two hours after the completion of the conference call through August 3, 2018 at http://investor.landmarkmlp.com/phoenix.zhtml?c=253802&p=irol-calendar.  The replay is also available through August 12, 2017 by dialing 855-859-2056 or 404-537-3406 and entering the access code 55503074.

 

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, outdoor advertising and renewable power generation industries.  Headquartered in El Segundo, California, the Partnership’s assets include long-term and perpetual easements, tenant lease assignments and fee simple properties, primarily located in the United States.

  

Non-GAAP Financial Measures

We define EBITDA as net income before interest, 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 on sale of real property interests, straight line rent adjustments, amortization of above and below market rents, impairments, acquisition-related expenses, unit-based compensation, and the capital contribution to fund our general and administrative expense reimbursement.  We define distributable cash flow as Adjusted EBITDA less cash interest paid, current cash income tax paid, preferred distributions paid and maintenance capital expenditures.  Distributable cash flow will not reflect changes in working capital balances. We believe that to understand our performance further, EBITDA, Adjusted EBITDA and distributable cash flow should be compared with our reported net income (loss) and net cash provided by operating activities in accordance with generally accepted accounting principles in the United States (“GAAP”), as presented in our combined financial statements.

 

EBITDA, Adjusted EBITDA and distributable cash flow 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, Adjusted EBITDA and distributable cash flow provides information useful to investors in assessing our financial condition and results of operations.  The GAAP measures most directly comparable to EBITDA, Adjusted EBITDA and distributable cash flow are net income (loss) and net cash provided by operating activities.  EBITDA, Adjusted EBITDA and distributable cash flow 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, Adjusted EBITDA and distributable cash flow 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, Adjusted EBITDA and distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP.  As a result, because EBITDA, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, EBITDA, Adjusted EBITDA and distributable cash flow as presented below may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.  For a reconciliation of EBITDA, Adjusted EBITDA and distributable cash flow to the most comparable financial measures calculated and presented in accordance with GAAP, please see the “Reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow” 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.  Examples of forward-looking statements in this press release include our expected distribution growth for 2017, the deployment of proceeds from the recent equity offering, and expected acquisition opportunities from our sponsor.  When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnership’s filings with the U.S. Securities and Exchange Commission (the “Commission”), including the Partnership’s annual report on Form 10-K for the year ended December 31, 2016 and Current Report on Form 8-K filed with the Commission on February 23, 2017.  These risks could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

 

 

CONTACT:Marcelo Choi

Vice President, Investor Relations

(213) 788-4528

ir@landmarkmlp.com


 

Landmark Infrastructure Partners LP

Consolidated and Combined Statements of Operations

In thousands, except per unit data

(Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016(1)

 

 

2017

 

 

2016(1)

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

12,803

 

 

$

9,768

 

 

$

24,644

 

 

$

19,508

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

 

 

 

73

 

 

 

 

 

 

146

 

Property operating

 

 

74

 

 

 

69

 

 

 

161

 

 

 

74

 

General and administrative

 

 

1,437

 

 

 

1,041

 

 

 

2,845

 

 

 

2,145

 

Acquisition-related

 

 

285

 

 

 

355

 

 

 

752

 

 

 

427

 

Amortization

 

 

3,239

 

 

 

2,785

 

 

 

6,368

 

 

 

5,307

 

Impairments

 

 

692

 

 

 

 

 

 

848

 

 

 

 

Total expenses

 

 

5,727

 

 

 

4,323

 

 

 

10,974

 

 

 

8,099

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

379

 

 

 

275

 

 

 

738

 

 

 

559

 

Interest expense

 

 

(4,234

)

 

 

(3,315

)

 

 

(8,154

)

 

 

(6,620

)

Unrealized loss on derivatives

 

 

(544

)

 

 

(1,797

)

 

 

(50

)

 

 

(4,967

)

Gain on sale of real property interests

 

 

 

 

 

 

 

 

 

 

 

374

 

Total other income and expenses

 

 

(4,399

)

 

 

(4,837

)

 

 

(7,466

)

 

 

(10,654

)

Net income

 

 

2,677

 

 

 

608

 

 

 

6,204

 

 

 

755

 

Less: Pre-acquisition net income from Drop-down Assets (1)

 

 

 

 

 

580

 

 

 

 

 

 

1,155

 

Less: Net income attributable to noncontrolling interests

 

 

4

 

 

 

 

 

 

7

 

 

 

 

Net income (loss) attributable to limited partners

 

 

2,673

 

 

 

28

 

 

 

6,197

 

 

 

(400

)

Less: Distributions to preferred unitholders

 

 

(1,510

)

 

 

(382

)

 

 

(2,854

)

 

 

(382

)

Less: General Partner's incentive distribution rights

 

 

(98

)

 

 

(5

)

 

 

(187

)

 

 

(5

)

Net income (loss) attributable to common and subordinated unitholders

 

$

1,065

 

 

$

(359

)

 

$

3,156

 

 

$

(787

)

Net income (loss) per common and subordinated unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic and diluted

 

$

0.05

 

 

$

(0.02

)

 

$

0.14

 

 

$

(0.05

)

Subordinated units – basic and diluted

 

$

0.05

 

 

$

(0.03

)

 

$

0.14

 

 

$

(0.06

)

Weighted average common and subordinated units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

 

19,650

 

 

 

11,915

 

 

 

19,554

 

 

 

11,872

 

Common units – diluted

 

 

22,785

 

 

 

15,050

 

 

 

22,689

 

 

 

15,007

 

Subordinated units – basic and diluted

 

 

3,135

 

 

 

3,135

 

 

 

3,135

 

 

 

3,135

 

Other Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total leased tenant sites (end of period)

 

 

2,016

 

 

 

1,882

 

 

 

2,016

 

 

 

1,882

 

Total available tenant sites (end of period)

 

 

2,093

 

 

 

1,927

 

 

 

2,093

 

 

 

1,927

 

 

(1)

During the year ended December 31, 2016, the Partnership completed five drop-down acquisitions, (the “2016 Drop-down Assets”) from our sponsor Landmark Dividend LLC and affiliates (collectively “Landmark”). Since the entities are under common control, the assets and liabilities acquired are recorded at Landmark’s historical cost, with financial statements for prior periods retroactively adjusted to furnish comparative information. Financial information prior to the closing of each transaction has been retroactively adjusted for the 2016 Drop-down Assets. On April 1, 2017, the Partnership early adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No. 2017-01”). Under ASU 2017-01 the June 8, 2017 drop-down transaction was an asset acquisition with prior periods not retroactively adjusted. In addition, after the adoption of ASU No. 2017-01, acquisition costs for asset acquisitions will be capitalized. These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the Securities and Exchange Commission on August 3, 2017 and the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 23, 2017.


 

Landmark Infrastructure Partners LP

Consolidated and Combined Balance Sheets

In thousands, except per unit data

(Unaudited)

 

 

June 30, 2017

 

 

December 31, 2016

 

Assets

 

 

 

 

 

 

 

 

Land

 

$

98,532

 

 

$

88,845

 

Real property interests

 

 

525,148

 

 

 

490,030

 

Total land and real property interests

 

 

623,680

 

 

 

578,875

 

Accumulated amortization of real property interests

 

 

(31,510

)

 

 

(25,967

)

Land and net real property interests

 

 

592,170

 

 

 

552,908

 

Investments in receivables, net

 

 

20,151

 

 

 

17,440

 

Cash and cash equivalents

 

 

7,462

 

 

 

2,711

 

Restricted cash

 

 

1,202

 

 

 

2,851

 

Rent receivables, net

 

 

3,899

 

 

 

2,372

 

Due from Landmark and affiliates

 

 

722

 

 

 

566

 

Deferred loan costs, net

 

 

3,524

 

 

 

2,797

 

Deferred rent receivable

 

 

2,298

 

 

 

1,379

 

Derivative asset

 

 

1,518

 

 

 

1,860

 

Other intangible assets, net

 

 

16,425

 

 

 

15,730

 

Other assets

 

 

1,476

 

 

 

2,446

 

Total assets

 

$

650,847

 

 

$

603,060

 

Liabilities and equity

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

279,000

 

 

$

224,500

 

Secured notes, net

 

 

112,251

 

 

 

112,435

 

Accounts payable and accrued liabilities

 

 

3,876

 

 

 

4,374

 

Other intangible liabilities, net

 

 

12,296

 

 

 

13,061

 

Prepaid rent

 

 

4,822

 

 

 

3,984

 

Derivative liabilities

 

 

84

 

 

 

376

 

Total liabilities

 

 

412,329

 

 

 

358,730

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Series A cumulative redeemable preferred units, 1,074,602 and 863,957 units issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

24,557

 

 

 

19,393

 

Series B cumulative redeemable preferred units, 2,004,060 and 1,840,000 units issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

47,790

 

 

 

44,256

 

Common units, 19,749,563 and 19,450,555 units issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

287,972

 

 

 

294,296

 

Subordinated units, 3,135,109 units issued and outstanding

 

 

20,750

 

 

 

22,524

 

General Partner

 

 

(142,665

)

 

 

(135,630

)

Accumulated other comprehensive income (loss)

 

 

11

 

 

 

(509

)

Total limited partners' equity

 

 

238,415

 

 

 

244,330

 

Noncontrolling interests

 

 

103

 

 

 

 

Total equity

 

 

238,518

 

 

 

244,330

 

Total liabilities and equity

 

$

650,847

 

 

$

603,060

 


 

Landmark Infrastructure Partners LP

Real Property Interest Table

 

 

Available Tenant Sites (1)

 

 

Leased Tenant Sites

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Property Interest

 

Number of

Infrastructure

Locations (1)

 

 

Number

 

 

Average

Remaining

Property

Interest

(Years)

 

 

Number

 

 

Average

Remaining

Lease

Term

(Years) (2)

 

 

Tenant Site

Occupancy

Rate (3)

 

 

Average

Monthly

Effective Rent

Per Tenant

Site (4)(5)

 

 

Quarterly

Rental

Revenue (6)

(In thousands)

 

 

Percentage

of Quarterly

Rental

Revenue (6)

 

Tenant Lease Assignment with Underlying Easement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

986

 

 

 

1,259

 

 

 

78.3

 

(7)

 

1,211

 

 

29.6

 

 

 

 

 

 

 

 

 

 

$

6,819

 

 

 

53

%

Outdoor Advertising

 

 

415

 

 

 

500

 

 

 

85.7

 

(7)

 

488

 

 

 

18.0

 

 

 

 

 

 

 

 

 

 

 

2,086

 

 

 

16

%

Renewable Power Generation

 

 

20

 

 

 

51

 

 

 

30.1

 

(7)

 

51

 

 

29.5

 

 

 

 

 

 

 

 

 

 

 

574

 

 

 

5

%

Subtotal

 

 

1,421

 

 

 

1,810

 

 

 

79.6

 

(7)

 

1,750

 

 

26.4

 

 

 

 

 

 

 

 

 

 

$

9,479

 

 

 

74

%

Tenant Lease Assignment only (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

145

 

 

 

203

 

 

 

50.2

 

 

 

186

 

 

18.8

 

 

 

 

 

 

 

 

 

 

$

1,318

 

 

 

10

%

Outdoor Advertising

 

 

20

 

 

 

20

 

 

 

68.4

 

 

 

20

 

 

15.5

 

 

 

 

 

 

 

 

 

 

 

177

 

 

 

1

%

Subtotal

 

 

165

 

 

 

223

 

 

 

51.8

 

 

 

206

 

 

18.4

 

 

 

 

 

 

 

 

 

 

$

1,495

 

 

 

11

%

Tenant Lease on Fee Simple

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

10

 

 

 

19

 

 

 

99.0

 

(7)

 

19

 

 

18.4

 

 

 

 

 

 

 

 

 

 

$

101

 

 

 

1

%

Outdoor Advertising

 

 

23

 

 

 

27

 

 

 

99.0

 

(7)

 

27

 

 

11.1

 

 

 

 

 

 

 

 

 

 

 

191

 

 

 

2

%

Renewable Power Generation

 

 

12

 

 

 

14

 

 

 

99.0

 

(7)

 

14

 

 

32.6

 

 

 

 

 

 

 

 

 

 

 

1,537

 

 

 

12

%

Subtotal

 

 

45

 

 

 

60

 

 

 

99.0

 

(7)

 

60

 

 

18.3

 

 

 

 

 

 

 

 

 

 

$

1,829

 

 

 

15

%

Total

 

 

1,631

 

 

 

2,093

 

 

 

77.2

 

(9)

 

2,016

 

 

25.3

 

 

 

 

 

 

 

 

 

 

$

12,803

 

 

 

100

%

Aggregate Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

1,141

 

 

 

1,481

 

 

 

74.7

 

 

 

1,416

 

 

 

28.0

 

 

 

96

%

 

$

1,864

 

 

$

8,238

 

 

 

64

%

Outdoor Advertising

 

 

458

 

 

 

547

 

 

 

85.6

 

 

 

535

 

 

17.6

 

 

 

98

%

 

 

1,534

 

 

 

2,454

 

 

 

19

%

Renewable Power Generation

 

 

32

 

 

 

65

 

 

 

35.4

 

 

 

65

 

 

30.7

 

 

 

100

%

 

 

10,999

 

 

 

2,111

 

 

 

17

%

Total

 

 

1,631

 

 

 

2,093

 

 

 

77.2

 

(9)

 

2,016

 

 

25.3

 

 

 

96

%

 

$

2,070

 

 

$

12,803

 

 

 

100

%

 

(1)

“Available Tenant Sites” means the number of individual sites that could be leased. For example, if we have an easement on a single rooftop, on which three different tenants can lease space from us, this would be counted as three “tenant sites,” and all three tenant sites would be at a single infrastructure location with the same address.

(2)

Assumes the exercise of all remaining renewal options of tenant leases. Assuming no exercise of renewal options, the average remaining lease terms for our wireless communication, outdoor advertising, renewable power generation and aggregate portfolios as of June 30, 2017 were 4.0, 8.7, 19.5 and 5.4 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, 2017.  Excludes interest income on receivables.

(7)

Fee simple ownership and perpetual easements are shown as having a term of 99 years for purposes of calculating the average remaining term.

(8)

Reflects “springing lease agreements” whereby the cancellation or nonrenewal of a tenant lease entitles us to enter into a new ground lease with the property owner (up to the full property interest term) and a replacement tenant lease. The remaining lease assignment term is, therefore, equal to or longer than the remaining lease term. Also represents properties for which the “springing lease” feature has been exercised and has been replaced by a lease for the remaining lease term.

(9)

Excluding perpetual ownership rights, the average remaining property interest term on our tenant sites is approximately 67 years.


 

Landmark Infrastructure Partners LP

Reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow

In thousands

(Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016(1)

 

 

2017

 

 

2016(1)

 

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,677

 

 

$

608

 

 

$

6,204

 

 

$

755

 

Interest expense

 

 

4,234

 

 

 

3,315

 

 

 

8,154

 

 

 

6,620

 

Amortization expense

 

 

3,239

 

 

 

2,785

 

 

 

6,368

 

 

 

5,307

 

EBITDA

 

$

10,150

 

 

$

6,708

 

 

$

20,726

 

 

$

12,682

 

Impairments

 

 

692

 

 

 

 

 

 

848

 

 

 

 

Acquisition-related

 

 

285

 

 

 

355

 

 

 

752

 

 

 

427

 

Unrealized loss on derivatives

 

 

544

 

 

 

1,797

 

 

 

50

 

 

 

4,967

 

Gain on sale of real property interests

 

 

 

 

 

 

 

 

 

 

 

(374

)

Unit-based compensation

 

 

 

 

 

 

 

 

105

 

 

 

105

 

Straight line rent adjustments

 

 

27

 

 

 

(79

)

 

 

(217

)

 

 

(173

)

Amortization of above- and below-market rents, net

 

 

(369

)

 

 

(341

)

 

 

(652

)

 

 

(737

)

Deemed capital contribution to fund general and administrative expense reimbursement(2)

 

 

1,074

 

 

 

819

 

 

 

2,029

 

 

 

1,619

 

Adjusted EBITDA

 

$

12,403

 

 

$

9,259

 

 

$

23,641

 

 

$

18,516

 

Reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow to Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

7,211

 

 

$

6,906

 

 

$

13,990

 

 

$

12,880

 

Unit-based compensation

 

 

 

 

 

 

 

 

(105

)

 

 

(105

)

Unrealized loss on derivatives

 

 

(544

)

 

 

(1,797

)

 

 

(50

)

 

 

(4,967

)

Amortization expense

 

 

(3,239

)

 

 

(2,785

)

 

 

(6,368

)

 

 

(5,307

)

Amortization of above- and below-market rents, net

 

 

369

 

 

 

341

 

 

 

652

 

 

 

737

 

Amortization of deferred loan costs and discount on secured notes

 

 

(473

)

 

 

(407

)

 

 

(911

)

 

 

(783

)

Receivables interest accretion

 

 

(2

)

 

 

4

 

 

 

7

 

 

 

23

 

Impairments

 

 

(692

)

 

 

 

 

 

(848

)

 

 

 

Gain on sale of real property interests

 

 

 

 

 

 

 

 

 

 

 

374

 

Allowance for doubtful accounts

 

 

(11

)

 

 

 

 

 

(26

)

 

 

 

Working capital changes

 

 

58

 

 

 

(1,654

)

 

 

(137

)

 

 

(2,097

)

Net income

 

$

2,677

 

 

$

608

 

 

$

6,204

 

 

$

755

 

Interest expense

 

 

4,234

 

 

 

3,315

 

 

 

8,154

 

 

 

6,620

 

Amortization expense

 

 

3,239

 

 

 

2,785

 

 

 

6,368

 

 

 

5,307

 

EBITDA

 

$

10,150

 

 

$

6,708

 

 

$

20,726

 

 

$

12,682

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of real property interests

 

 

 

 

 

 

 

 

 

 

 

(374

)

Straight line rent adjustment

 

 

 

 

 

(79

)

 

 

(217

)

 

 

(173

)

Amortization of above- and below-market rents, net

 

 

(369

)

 

 

(341

)

 

 

(652

)

 

 

(737

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairments

 

 

692

 

 

 

 

 

 

848

 

 

 

 

Acquisition-related

 

 

285

 

 

 

355

 

 

 

752

 

 

 

427

 

Unrealized loss on derivatives

 

 

544

 

 

 

1,797