lmrk-8k_20180502.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): May 2, 2018  

 

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 May 2, 2018, Landmark Infrastructure Partners LP issued a press release announcing its first quarter 2018 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 May 2, 2018.

 

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: May 2, 2018

By:

 

 /s/ George P. Doyle

 

Name:

 

George P. Doyle

 

Title:

 

Chief Financial Officer and Treasurer

 

3

lmrk-ex991_6.htm

 

Exhibit 99.1

 

 

Landmark Infrastructure Partners LP Reports First Quarter Results

 

El Segundo, California, May 2, 2018 (GLOBE NEWSWIRE) Landmark Infrastructure Partners LP (the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its first quarter financial results.

 

Highlights

 

Completed acquisitions with total consideration of approximately $85 million through March 31, 2018, including:

 

o

On January 18, 2018, the Partnership acquired 127 assets from Landmark Dividend Growth Fund – H LLC, an affiliate of its sponsor, Landmark Dividend LLC (“Landmark”), for total consideration of $60.2 million;

 

Announced a quarterly distribution of $0.3675 per common unit;

 

On April 2, the Partnership completed the issuance of its Series C preferred units, raising net proceeds of approximately $47.5 million;

 

On April 24, the Partnership closed a $225 million renewable power generation private shelf facility with an initial $43.7 million of senior secured notes issued at 4.38%;

 

Reported Q1 2018 rental revenue of $15.7 million, a 33% increase year-over-year;

 

Reported Q1 2018 net income of $6.7 million, EBITDA of $17.1 million, and Adjusted EBITDA of $15.5 million, a 35% increase in Adjusted EBITDA year-over-year; and

 

Reported Q1 2018 distributable cash flow of $8.1 million, a 21% increase year-over-year.

 

First Quarter Results

Rental revenue for the quarter ended March 31, 2018 increased 33% to $15.7 million compared to the first quarter of 2017.  Net income for the first quarter of 2018 was $6.7 million, compared to net income of $3.5 million in the first quarter of 2017.  Net income attributable to common unitholders per diluted unit in the first quarter of 2018 was $0.19, compared to net income attributable to common unitholders per diluted unit of $0.09 in the first quarter of 2017.  EBITDA (earnings before interest, income taxes, depreciation and amortization) for the quarter ended March 31, 2018 increased 62% to $17.1 million compared to the first quarter of 2017.  Adjusted EBITDA for the quarter ended March 31, 2018 increased 35% to $15.5 million compared to the first quarter of 2017, and distributable cash flow increased 21% to $8.1 million compared to the first quarter of 2017.

 

“We delivered another strong quarter of operating results, growing the asset base while our existing portfolio continues to generate stable and predictable cash flows.  For 2018, we remain focused on growing our portfolio of core ground lease assets while also targeting the new development initiatives that we have discussed,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.

 

Quarterly Distributions

On April 19, 2018, the Board of Directors of the Partnership’s general partner declared a cash distribution of $0.3675 per common unit, or $1.47 per common unit on an annualized basis, for the quarter ended March 31, 2018.  The distribution is payable on May 15, 2018 to common unitholders of record as of May 1, 2018.

 

On April 19, 2018, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.2090 per Series C preferred unit, which is payable on May 15, 2018 to Series C preferred unitholders of record as of May 1, 2018.

 

On April 19, 2018, 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 May 15, 2018 to Series B preferred unitholders of record as of May 1, 2018.

 


 

On March 23, 2018, 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 April 16, 2018 to Series A preferred unitholders of record as of April 2, 2018.

 

Recent Acquisitions

Year-to-date through March 31, 2018, the Partnership acquired a total of 160 assets for total consideration of approximately $85 million. The acquisitions were immediately accretive to the Partnership’s distributable cash flow, funded primarily with borrowings under the Partnership’s existing Facility and the issuance of common units.

 

At-The-Market (“ATM”) Equity Programs

Year-to-date as of March 31, 2018, through its At-The-Market (“ATM”) issuance programs, the Partnership issued 27,830 common units and 24,747 Series A preferred units for gross proceeds of approximately $0.5 million and $0.6 million, respectively.

 

Series C Preferred Unit Offering

On April 2, 2018, the Partnership closed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (Liquidation Preference $25.00 per Unit) representing limited partner interests in the Partnership (“Series C Preferred Units”) at a public offering price of $25.00 per Series C Preferred Unit.  We used the net proceeds from the offering of approximately $47.5 million to repay indebtedness.

 

2018 Guidance

The Partnership’s outlook for acquisition volume is $250 million to $300 million in assets.  This includes the right to purchase $200 million to $250 million in assets that the Partnership’s sponsor has expressed its intent to offer us, and approximately $50 million in new infrastructure deployments.  These acquisitions and deployments, combined with organic portfolio growth, are expected to drive distribution growth of 10% over the fourth quarter 2017 distribution of $0.3675 per common unit by the fourth quarter 2018 (distribution to be paid in February 2019).

 

Conference Call Information

The Partnership will hold a conference call on Wednesday, May 2, 2018, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its first quarter 2018 financial and operating results.  The call can be accessed via a live webcast at https://edge.media-server.com/m6/p/a2xr6eup, 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 6381976.

 

A webcast replay will be available approximately two hours after the completion of the conference call through May 2, 2019 at https://edge.media-server.com/m6/p/a2xr6eup.  The replay is also available through May 11, 2018 by dialing 855-859-2056 or 404-537-3406 and entering the access code 6381976.

 

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. 

  

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 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, and the capital contribution to fund our general and administrative expense reimbursement.  We define distributable cash flow as Adjusted EBITDA less cash interest expense, current cash income tax expense, distributions to preferred unitholders, distributions to noncontrolling interest holders, 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 consolidated 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 2018 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, 2017 and Current Report on Form 8-K filed with the Commission on February 15, 2018.  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 Statements of Operations

In thousands, except per unit data

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2018 (1)

 

 

2017 (1)

 

Revenue

 

 

 

 

 

 

 

 

Rental revenue

 

$

15,695

 

 

$

11,841

 

Expenses

 

 

 

 

 

 

 

 

Property operating

 

 

286

 

 

 

87

 

General and administrative

 

 

1,699

 

 

 

1,408

 

Acquisition-related

 

 

185

 

 

 

467

 

Amortization

 

 

4,022

 

 

 

3,129

 

Impairments

 

 

 

 

 

156

 

Total expenses

 

 

6,192

 

 

 

5,247

 

Other income and expenses

 

 

 

 

 

 

 

 

Interest and other income

 

 

438

 

 

 

359

 

Interest expense

 

 

(6,272

)

 

 

(3,920

)

Unrealized gain on derivatives

 

 

3,148

 

 

 

494

 

Total other income and expenses

 

 

(2,686

)

 

 

(3,067

)

Income before income tax expense

 

 

6,817

 

 

 

3,527

 

Income tax expense

 

 

76

 

 

 

 

Net income

 

 

6,741

 

 

 

3,527

 

Less: Net income attributable to noncontrolling interests

 

 

4

 

 

 

3

 

Net income attributable to limited partners

 

 

6,737

 

 

 

3,524

 

Less: Distributions to preferred unitholders

 

 

(1,944

)

 

 

(1,344

)

Less: General Partner's incentive distribution rights

 

 

(195

)

 

 

(88

)

Net income attributable to common and subordinated unitholders

 

$

4,598

 

 

$

2,092

 

Net income (loss) per common and subordinated unit

 

 

 

 

 

 

 

 

Common units – basic

 

$

0.21

 

 

$

0.09

 

Common units – diluted

 

$

0.19

 

 

$

0.09

 

Subordinated units – basic and diluted

 

$

(0.19

)

 

$

0.09

 

Weighted average common and subordinated units outstanding

 

 

 

 

 

 

 

 

Common units – basic

 

 

22,996

 

 

 

19,457

 

Common units – diluted

 

 

24,564

 

 

 

19,457

 

Subordinated units – basic and diluted

 

 

1,568

 

 

 

3,135

 

Other Data

 

 

 

 

 

 

 

 

Total leased tenant sites (end of period)

 

 

2,309

 

 

 

1,966

 

Total available tenant sites (end of period)

 

 

2,395

 

 

 

2,039

 

 

(1)

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 March 31, 2018 filed with the Securities and Exchange Commission on May 2, 2018.


 

Landmark Infrastructure Partners LP

Consolidated Balance Sheets

In thousands, except per unit data

(Unaudited)

 

 

 

March 31, 2018

 

 

December 31, 2017

 

Assets

 

 

 

 

 

 

 

 

Land

 

$

122,141

 

 

$

114,385

 

Real property interests

 

 

649,673

 

 

 

596,422

 

Construction in progress

 

 

18,230

 

 

 

7,574

 

Total land and real property interests

 

 

790,044

 

 

 

718,381

 

Accumulated amortization of real property interests

 

 

(41,310

)

 

 

(37,817

)

Land and net real property interests

 

 

748,734

 

 

 

680,564

 

Investments in receivables, net

 

 

20,608

 

 

 

20,782

 

Cash and cash equivalents

 

 

10,501

 

 

 

9,188

 

Restricted cash

 

 

3,621

 

 

 

18,672

 

Rent receivables, net

 

 

4,045

 

 

 

4,141

 

Due from Landmark and affiliates

 

 

 

 

 

629

 

Deferred loan costs, net

 

 

3,149

 

 

 

3,589

 

Deferred rent receivable

 

 

4,264

 

 

 

4,252

 

Derivative asset

 

 

6,307

 

 

 

3,159

 

Other intangible assets, net

 

 

22,709

 

 

 

17,984

 

Other assets

 

 

5,608

 

 

 

5,039

 

Total assets

 

$

829,546

 

 

$

767,999

 

Liabilities and equity

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

344,000

 

 

$

304,000

 

Secured notes, net

 

 

186,522

 

 

 

187,249

 

Accounts payable and accrued liabilities

 

 

15,509

 

 

 

4,978

 

Due to Landmark and affiliates

 

 

282

 

 

 

 

Other intangible liabilities, net

 

 

13,741

 

 

 

12,833

 

Prepaid rent

 

 

6,309

 

 

 

4,581

 

Total liabilities

 

 

566,363

 

 

 

513,641

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Series A cumulative redeemable preferred units, 1,593,149 and 1,568,402 units

   issued and outstanding at March 31, 2018 and December 31, 2017, respectively

 

 

37,207

 

 

 

36,604

 

Series B cumulative redeemable preferred units, 2,463,015 units

   issued and outstanding at March 31, 2018 and December 31, 2017, respectively

 

 

58,936

 

 

 

58,936

 

Common units, 25,005,542 and 20,146,458 units issued and outstanding at

   March 31, 2018 and December 31, 2017, respectively

 

 

334,651

 

 

 

288,527

 

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

   at March 31, 2018 and December 31, 2017, respectively

 

 

 

 

 

19,641

 

General Partner

 

 

(169,818

)

 

 

(150,519

)

Accumulated other comprehensive income

 

 

2,006

 

 

 

968

 

Total limited partners' equity

 

 

262,982

 

 

 

254,157

 

Noncontrolling interests

 

 

201

 

 

 

201

 

Total equity

 

 

263,183

 

 

 

254,358

 

Total liabilities and equity

 

$

829,546

 

 

$

767,999

 


 

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

 

 

1,085

 

 

 

1,382

 

 

 

77.9

 

(7)

 

1,329

 

 

 

28.3

 

 

 

 

 

 

 

 

 

 

$

7,669

 

 

 

49

%

Outdoor Advertising

 

 

512

 

 

 

612

 

 

 

84.2

 

(7)

 

597

 

 

 

18.4

 

 

 

 

 

 

 

 

 

 

 

3,279

 

 

 

21

%

Renewable Power Generation

 

 

24

 

 

 

56

 

 

 

29.4

 

(7)

 

56

 

 

 

30.1

 

 

 

 

 

 

 

 

 

 

 

229

 

 

 

2

%

Subtotal

 

 

1,621

 

 

 

2,050

 

 

 

79.0

 

(7)

 

1,982

 

 

 

25.4

 

 

 

 

 

 

 

 

 

 

$

11,177

 

 

 

72

%

Tenant Lease Assignment only (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

162

 

 

 

231

 

 

 

49.0

 

 

 

213

 

 

 

17.9

 

 

 

 

 

 

 

 

 

 

$

1,452

 

 

 

9

%

Outdoor Advertising

 

 

30

 

 

 

31

 

 

 

62.1

 

 

 

31

 

 

 

15.0

 

 

 

 

 

 

 

 

 

 

 

204

 

 

 

1

%

Renewable Power Generation

 

 

6

 

 

 

6

 

 

 

49.4

 

 

 

6

 

 

 

28.2

 

 

 

 

 

 

 

 

 

 

 

47

 

 

 

%

Subtotal

 

 

198

 

 

 

268

 

 

 

50.5

 

 

 

250

 

 

 

17.8

 

 

 

 

 

 

 

 

 

 

$

1,703

 

 

 

10

%

Tenant Lease on Fee Simple

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

17

 

 

 

26

 

 

 

99.0

 

(7)

 

26

 

 

 

19.2

 

 

 

 

 

 

 

 

 

 

$

524

 

 

 

3

%

Outdoor Advertising

 

 

32

 

 

 

36

 

 

 

99.0

 

(7)

 

36

 

 

 

10.9

 

 

 

 

 

 

 

 

 

 

 

727

 

 

 

5

%

Renewable Power Generation

 

 

13

 

 

 

15

 

 

 

99.0

 

(7)

 

15

 

 

 

31.7

 

 

 

 

 

 

 

 

 

 

 

1,564

 

 

 

10

%

Subtotal

 

 

62

 

 

 

77

 

 

 

99.0

 

(7)

 

77

 

 

 

17.6

 

 

 

 

 

 

 

 

 

 

$

2,815

 

 

 

18

%

Total

 

 

1,881

 

 

 

2,395

 

 

 

76.5

 

(9)

 

2,309

 

 

 

24.3

 

 

 

 

 

 

 

 

 

 

$

15,695

 

 

 

100

%

Aggregate Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

1,264

 

 

 

1,639

 

 

 

74.1

 

 

 

1,568

 

 

 

26.8

 

 

 

96

%

 

$

2,001

 

 

$

9,645

 

 

 

61

%

Outdoor Advertising

 

 

574

 

 

 

679

 

 

 

83.9

 

 

 

664

 

 

 

17.9

 

 

 

98

%

 

 

2,294

 

 

 

4,210

 

 

 

27

%

Renewable Power Generation

 

 

43

 

 

 

77

 

 

 

38.0

 

 

 

77

 

 

 

30.3

 

 

 

100

%

 

 

8,346

 

 

 

1,840

 

 

 

12

%

Total

 

 

1,881

 

 

 

2,395

 

 

 

76.5

 

(9)

 

2,309

 

 

 

24.3

 

 

 

96

%

 

$

2,291

 

 

$

15,695

 

 

 

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 March 31, 2018 were 3.9, 8.8, 18.3 and 5.6 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 March 31, 2018.  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 66 years.


 

Landmark Infrastructure Partners LP

Reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow

In thousands

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

 

 

 

 

 

 

 

 

Net income

 

$

6,741

 

 

$

3,527

 

Interest expense

 

 

6,272

 

 

 

3,920

 

Amortization expense

 

 

4,022

 

 

 

3,129

 

Income tax expense

 

 

76

 

 

 

 

EBITDA

 

$

17,111

 

 

$

10,576

 

Impairments

 

 

 

 

 

156

 

Acquisition-related

 

 

185

 

 

 

467

 

Unrealized gain on derivatives

 

 

(3,148

)

 

 

(494

)

Unit-based compensation

 

 

70

 

 

 

105

 

Straight line rent adjustments

 

 

81

 

 

 

(244

)

Amortization of above- and below-market rents, net

 

 

(328

)

 

 

(283

)

Repayments of investments in receivables

 

 

299

 

 

 

245

 

Deemed capital contribution to fund general and administrative expense reimbursement(1)

 

 

1,202

 

 

 

955

 

Adjusted EBITDA

 

$

15,472

 

 

$

11,483

 

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

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

11,680

 

 

$

6,779

 

Unit-based compensation

 

 

(70

)

 

 

(105

)

Unrealized gain on derivatives

 

 

3,148

 

 

 

494

 

Amortization expense

 

 

(4,022

)

 

 

(3,129

)

Amortization of above- and below-market rents, net

 

 

328

 

 

 

283

 

Amortization of deferred loan costs and discount on secured notes

 

 

(891

)

 

 

(438

)

Receivables interest accretion

 

 

 

 

 

9

 

Impairments

 

 

 

 

 

(156

)

Allowance for doubtful accounts

 

 

10

 

 

 

(15

)

Working capital changes

 

 

(3,442

)

 

 

(195

)

Net income

 

$

6,741

 

 

$

3,527

 

Interest expense

 

 

6,272

 

 

 

3,920

 

Amortization expense

 

 

4,022

 

 

 

3,129

 

Income tax expense

 

 

76

 

 

 

 

EBITDA

 

$

17,111

 

 

$

10,576

 

Less:

 

 

 

 

 

 

 

 

Unrealized gain on derivatives

 

 

(3,148

)

 

 

(494

)

Straight line rent adjustment

 

 

 

 

 

(244

)

Amortization of above- and below-market rents, net

 

 

(328

)

 

 

(283

)

Add:

 

 

 

 

 

 

 

 

Impairments

 

 

 

 

 

156

 

Acquisition-related

 

 

185

 

 

 

467

 

Unit-based compensation

 

 

70

 

 

 

105

 

Straight line rent adjustment

 

 

81

 

 

 

 

Repayments of investments in receivables

 

 

299

 

 

 

245

 

Deemed capital contribution to fund general and administrative expense reimbursement (1)

 

 

1,202

 

 

 

955

 

Adjusted EBITDA

 

$

15,472

 

 

$

11,483

 

Less:

 

 

 

 

 

 

 

 

Expansion capital expenditures

 

 

(95,060

)

 

 

(12,443

)

Cash interest expense

 

 

(5,381

)

 

 

(3,482

)

Cash income tax

 

 

(76

)

 

 

 

Distributions to preferred unitholders

 

 

(1,944

)

 

 

(1,344

)

Distributions to noncontrolling interest holders

 

 

(4

)

 

 

(3

)

Add:

 

 

 

 

 

 

 

 

Borrowings and capital contributions to fund expansion capital expenditures

 

 

95,060

 

 

 

12,443

 

Distributable cash flow

 

$

8,067

 

 

$

6,654

 

 

(1)

Under the omnibus agreement that we entered into with Landmark at the closing of our initial public offering, 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 the greater of $162,500 and 3% of our revenue during the preceding 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 $80.0 million and (ii) November 19, 2019. 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 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 Partners LP

Reconciliation of Operations, EBITDA, Adjusted EBITDA and Distributable Cash Flow

In thousands, except per unit data (Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

 

 

Rental revenue

 

$

15,695

 

 

$

11,841

 

Expenses:

 

 

 

 

 

 

 

 

Property operating

 

 

286

 

 

 

87

 

General and administrative

 

 

1,699

 

 

 

1,408

 

Acquisition-related

 

 

185

 

 

 

467

 

Amortization

 

 

4,022

 

 

 

3,129

 

Impairments

 

 

 

 

 

156

 

Total expenses

 

 

6,192

 

 

 

5,247

 

Other income and expenses

 

 

 

 

 

 

 

 

Interest and other income

 

 

438

 

 

 

359

 

Interest expense

 

 

(6,272

)

 

 

(3,920

)

Unrealized gain on derivatives

 

 

3,148

 

 

 

494

 

Total other income and expenses

 

 

(2,686

)

 

 

(3,067

)

Income before income tax expense

 

 

6,817

 

 

 

3,527

 

Income tax expense

 

 

76

 

 

 

 

Net income

 

$

6,741

 

 

$

3,527

 

Add:

 

 

 

 

 

 

 

 

Interest expense

 

 

6,272

 

 

 

3,920

 

Amortization expense

 

 

4,022

 

 

 

3,129

 

Income tax expense

 

 

76

 

 

 

 

EBITDA

 

$

17,111

 

 

$

10,576

 

Less:

 

 

 

 

 

 

 

 

Unrealized gain on derivatives

 

 

(3,148

)

 

 

(494

)

Straight line rent adjustments

 

 

 

 

 

(244

)

Amortization of above- and below-market rents

 

 

(328

)

 

 

(283

)

Add:

 

 

 

 

 

 

 

 

Impairments

 

 

 

 

 

156

 

Acquisition-related expenses

 

 

185

 

 

 

467

 

Straight line rent adjustments

 

 

81

 

 

 

 

Unit-based compensation

 

 

70

 

 

 

105

 

Repayments of investments in receivables

 

 

299

 

 

 

245

 

Deemed capital contribution to fund general and administrative expense reimbursement (1)

 

 

1,202

 

 

 

955

 

Adjusted EBITDA

 

$

15,472

 

 

$

11,483

 

Less:

 

 

 

 

 

 

 

 

Expansion capital expenditures

 

 

(95,060

)

 

 

(12,443

)

Cash interest expense

 

 

(5,381

)

 

 

(3,482

)

Cash income tax

 

 

(76

)

 

 

 

Distributions to preferred unitholders

 

 

(1,944

)

 

 

(1,344

)

Distributions to noncontrolling interest holders

 

 

(4

)

 

 

(3

)

Add:

 

 

 

 

 

 

 

 

Borrowings and capital contributions to fund expansion capital expenditures

 

 

95,060

 

 

 

12,443

 

Distributable cash flow

 

$

8,067

 

 

$

6,654

 

Annualized quarterly distribution per unit

 

$

1.47

 

 

$

1.41

 

Distributions to common unitholders

 

 

9,027

 

 

 

6,859

 

Distributions to Landmark Dividend – subordinated units

 

 

 

 

 

1,105

 

Distributions to the General Partner – incentive distribution rights

 

 

191<