lmrk-8k_20181107.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): November 7, 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.)

400 N. Continental Blvd., Suite 500

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 November 7, 2018, Landmark Infrastructure Partners LP issued a press release announcing its third 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 November 7, 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: November 7, 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 Third Quarter Results

 

El Segundo, California, November 7, 2018 (GLOBE NEWSWIRE) Landmark Infrastructure Partners LP (the “Partnership,” “we,” “us” or “our”) (Nasdaq: LMRK) today announced its third quarter financial results.

 

Highlights

 

Completed acquisitions with total consideration of approximately $135 million through September 30, 2018;

 

Rental revenue increased 30% to $17.6 million;

 

Net income attributable to common unitholders of $102.1 million, or $3.71 per diluted unit;

 

EBITDA of $116.9 million and Adjusted EBITDA of $17.3 million, a 30% increase in Adjusted EBITDA;

 

FFO of $0.29 per diluted unit and AFFO of $0.34 per diluted unit;

 

Formed a joint venture with Brookfield Asset Management (the “JV”) to invest in core infrastructure assets;

 

Entered into an agreement with Dallas Area Rapid Transit (“DART”) to develop a smart media communications platform which includes the deployment of kiosks and Landmark’s FlexGridTM solution;

 

Obtained commitments for an amended and restated five-year revolving credit facility with initial borrowing commitments of no less than $450.0 million; and

 

Announced a quarterly distribution of $0.3675 per common unit.

 

Third Quarter 2018 Results

Rental revenue for the quarter ended September 30, 2018 increased 30% to $17.6 million compared to the third quarter of 2017.  Net income for the third quarter of 2018 was $105.1 million, compared to net income of $3.8 million in the third quarter of 2017.  Net income attributable to common unitholders per diluted unit in the third quarter of 2018 was $3.71, compared to net income attributable to common unitholders per diluted unit of $0.08 in the third quarter of 2017.  FFO for the third quarter of 2018 increased to $0.29 per diluted unit, an increase of 21% from the third quarter of 2017.  AFFO for the third quarter of 2018 increased to $0.34 per diluted unit, an increase of 6% from the third quarter of 2017.  Net income for the quarter ended September 30, 2018 includes a $100.0 million gain on sale of real property interests associated with the formation of the JV.

 

For the nine months ended September 30, 2018, the Partnership reported rental revenue of $50.1 million, net income of $118.0 million, and net income attributable to common unitholders of $4.18 per diluted unit.  FFO for the nine months ended September 30, 2018 was $0.95 per diluted unit, an increase of 36% from the nine months ended September 30, 2017.  AFFO for the nine months ended September 30, 2018 was $0.99 per diluted unit, an increase of 5% from the nine months ended September 30, 2017.

 

“We are very pleased with our strong third quarter results and the excellent progress we are making on recent initiatives.  These initiatives will allow us to drive more meaningful growth to the Partnership as we leverage our relationships and our large and growing portfolio of core infrastructure assets,” said Tim Brazy, Chief Executive Officer of the Partnership’s general partner.

 

REIT Internalization

As part of the plan to prepare the Partnership to consider an internalization of the sponsor, the Partnership is making significant changes to its operating model, including:

 

 

Shifting to a direct acquisition and development model to drive higher accretion from acquisitions and developments;

 

Reducing leverage levels to provide more operational flexibility and comparability to REIT peers;

 

Including REIT performance metrics such as FFO and AFFO per unit;


 

 

Maintaining the existing quarterly distribution of $0.3675 per common unit in order to retain cash flow in the near term to support higher organic growth and fund acquisition and development activities.

 

 

Quarterly Distributions

On October 26, 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 September 30, 2018.  The distribution is payable on November 14, 2018 to common unitholders of record as of November 5, 2018.

 

On October 22, 2018, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.4382 per Series C preferred unit, which is payable on November 15, 2018 to Series C preferred unitholders of record as of November 1, 2018.  

 

On October 22, 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 November 15, 2018 to Series B preferred unitholders of record as of November 1, 2018.

 

On September 20, 2018, 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 October 15, 2018 to Series A preferred unitholders of record as of October 1, 2018.

 

Recent Acquisitions

Year-to-date through September 30, 2018, the Partnership acquired a total of 217 assets for total consideration of approximately $135 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 September 30, 2018, through its At-The-Market (“ATM”) issuance programs, the Partnership has 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.

 

2018 Guidance

During the third quarter the Partnership made significant progress on a number of its development initiatives and is making changes to its operating model.  In the fourth quarter and 2019, the Partnership is focusing on the completion of these development activities rather than acquiring drop-down portfolios from the sponsor, as direct acquisitions and development activities are expected to be more accretive.   As the Partnership focuses on completing these developments we are revising our outlook for acquisition volume to $175 million.  This includes approximately $35 million in new infrastructure deployments with the amount of development activity expected to accelerate into the first half of 2019.  Additionally, as part of these initiatives, the Partnership will focus on retaining capital to drive higher organic growth and fund acquisition and development activities.  While the Partnership is executing on its acquisition and development activities it expects to maintain the existing quarterly distribution to common unitholders of $0.3675 per common unit.

 

Conference Call Information

The Partnership will hold a conference call on Wednesday, November 7, 2018, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time) to discuss its third quarter 2018 financial and operating results.  The call can be accessed via a live webcast at https://edge.media-server.com/m6/p/nx8q4ivw, 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 8945636.

 

A webcast replay will be available approximately two hours after the completion of the conference call through November 7, 2019 at https://edge.media-server.com/m6/p/nx8q4ivw.  The replay is also available through November 13, 2018 by dialing 855-859-2056 or 404-537-3406 and entering the access code 8945636.

 

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

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, and repayments of receivables.

 

We define EBITDA as net income before interest, income taxes, depreciation and amortization, adjustments for investment in unconsolidated joint venture, 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, cash interest expense from unconsolidated joint venture, 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 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 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 September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

17,560

 

 

$

13,499

 

 

$

50,051

 

 

$

38,143

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

360

 

 

 

86

 

 

 

875

 

 

 

247

 

General and administrative

 

 

735

 

 

 

1,422

 

 

 

3,523

 

 

 

4,267

 

Acquisition-related

 

 

88

 

 

 

255

 

 

 

469

 

 

 

1,007

 

Amortization

 

 

4,293

 

 

 

3,458

 

 

 

12,548

 

 

 

9,826

 

Impairments

 

 

877

 

 

 

 

 

 

980

 

 

 

848

 

Total expenses

 

 

6,353

 

 

 

5,221

 

 

 

18,395

 

 

 

16,195

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

434

 

 

 

430

 

 

 

1,280

 

 

 

1,168

 

Interest expense

 

 

(6,906

)

 

 

(4,777

)

 

 

(19,586

)

 

 

(12,931

)

Unrealized gain (loss) on derivatives

 

 

774

 

 

 

(61

)

 

 

5,208

 

 

 

(111

)

Equity income from unconsolidated joint venture

 

 

59

 

 

 

 

 

 

59

 

 

 

 

Gain on sale of real property interests

 

 

100,039

 

 

 

 

 

 

100,039

 

 

 

 

Total other income and expenses

 

 

94,400

 

 

 

(4,408

)

 

 

87,000

 

 

 

(11,874

)

Income before income tax expense

 

 

105,607

 

 

 

3,870

 

 

 

118,656

 

 

 

10,074

 

Income tax expense

 

 

460

 

 

 

72

 

 

 

663

 

 

 

72

 

Net income

 

 

105,147

 

 

 

3,798

 

 

 

117,993

 

 

 

10,002

 

Less: Net income attributable to noncontrolling interests

 

 

8

 

 

 

4

 

 

 

20

 

 

 

11

 

Net income attributable to limited partners

 

 

105,139

 

 

 

3,794

 

 

 

117,973

 

 

 

9,991

 

Less: Distributions to preferred unitholders

 

 

(2,868

)

 

 

(1,818

)

 

 

(7,742

)

 

 

(4,672

)

Less: General Partner's incentive distribution rights

 

 

(197

)

 

 

(109

)

 

 

(587

)

 

 

(295

)

Net income attributable to common and subordinated unitholders

 

$

102,074

 

 

$

1,867

 

 

$

109,644

 

 

$

5,024

 

Net income (loss) per common and subordinated unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

$

4.06

 

 

$

0.08

 

 

$

4.51

 

 

$

0.22

 

Common units – diluted

 

$

3.71

 

 

$

0.08

 

 

$

4.18

 

 

$

0.22

 

Subordinated units – basic and diluted

 

$

 

 

$

0.08

 

 

$

(0.59

)

 

$

0.22

 

Weighted average common and subordinated units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic

 

 

25,138

 

 

 

19,750

 

 

 

24,405

 

 

 

19,620

 

Common units – diluted

 

 

27,741

 

 

 

22,885

 

 

 

26,658

 

 

 

22,755

 

Subordinated units – basic and diluted

 

 

 

 

 

3,135

 

 

 

517

 

 

 

3,135

 

Other Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total leased tenant sites (end of period)

 

 

1,818

 

 

 

2,099

 

 

 

1,818

 

 

 

2,099

 

Total available tenant sites (end of period)

 

 

1,907

 

 

 

2,180

 

 

 

1,907

 

 

 

2,180

 


 

Landmark Infrastructure Partners LP

Consolidated Balance Sheets

In thousands, except per unit data

(Unaudited)

 

 

 

September 30, 2018

 

 

December 31, 2017

 

Assets

 

 

 

 

 

 

 

 

Land

 

$

128,791

 

 

$

114,385

 

Real property interests

 

 

517,283

 

 

 

596,422

 

Construction in progress

 

 

26,413

 

 

 

7,574

 

Total land and real property interests

 

 

672,487

 

 

 

718,381

 

Accumulated amortization of real property interests

 

 

(35,965

)

 

 

(37,817

)

Land and net real property interests

 

 

636,522

 

 

 

680,564

 

Investments in receivables, net

 

 

18,964

 

 

 

20,782

 

Investment in unconsolidated joint venture

 

 

65,670

 

 

 

 

Cash and cash equivalents

 

 

6,907

 

 

 

9,188

 

Restricted cash

 

 

6,205

 

 

 

18,672

 

Rent receivables, net

 

 

4,014

 

 

 

4,141

 

Due from Landmark and affiliates

 

 

145

 

 

 

629

 

Deferred loan costs, net

 

 

2,199

 

 

 

3,589

 

Deferred rent receivable

 

 

5,391

 

 

 

4,252

 

Derivative asset

 

 

8,366

 

 

 

3,159

 

Other intangible assets, net

 

 

21,474

 

 

 

17,984

 

Assets held for sale (AHFS)

 

 

7,846

 

 

 

 

Other assets

 

 

3,970

 

 

 

5,039

 

Total assets

 

$

787,673

 

 

$

767,999

 

Liabilities and equity

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

140,500

 

 

$

304,000

 

Secured notes, net

 

 

225,729

 

 

 

187,249

 

Accounts payable and accrued liabilities

 

 

7,312

 

 

 

4,978

 

Other intangible liabilities, net

 

 

9,717

 

 

 

12,833

 

Liabilities associated with AHFS

 

 

397

 

 

 

 

Prepaid rent

 

 

5,563

 

 

 

4,581

 

Total liabilities

 

 

389,218

 

 

 

513,641

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

 

 

Series C cumulative redeemable convertible preferred units, 2,000,000 and zero units

   issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

47,534

 

 

 

 

Equity

 

 

 

 

 

 

 

 

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

   issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

37,207

 

 

 

36,604

 

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

   issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

58,936

 

 

 

58,936

 

Common units, 25,266,060 and 20,146,458 units issued and outstanding at

   September 30, 2018 and December 31, 2017, respectively

 

 

424,875

 

 

 

288,527

 

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

   at September 30, 2018 and December 31, 2017, respectively

 

 

 

 

 

19,641

 

General Partner

 

 

(168,949

)

 

 

(150,519

)

Accumulated other comprehensive income (loss)

 

 

(1,349

)

 

 

968

 

Total limited partners' equity

 

 

350,720

 

 

 

254,157

 

Noncontrolling interests

 

 

201

 

 

 

201

 

Total equity

 

 

350,921

 

 

 

254,358

 

Total liabilities, mezzanine equity and equity

 

$

787,673

 

 

$

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

 

 

724

 

 

 

916

 

 

 

72.9

 

(7)

 

862

 

 

 

28.1

 

 

 

 

 

 

 

 

 

 

$

7,738

 

 

 

44

%

Outdoor Advertising

 

 

529

 

 

 

630

 

 

 

80.7

 

(7)

 

614

 

 

 

17.9

 

 

 

 

 

 

 

 

 

 

 

3,933

 

 

 

22

%

Renewable Power Generation

 

 

24

 

 

 

56

 

 

 

28.9

 

(7)

 

56

 

 

 

29.6

 

 

 

 

 

 

 

 

 

 

 

436

 

 

 

3

%

Subtotal

 

 

1,277

 

 

 

1,602

 

 

 

78.9

 

(7)

 

1,532

 

 

 

24.0

 

 

 

 

 

 

 

 

 

 

$

12,107

 

 

 

69

%

Tenant Lease Assignment only (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

120

 

 

 

174

 

 

 

48.6

 

 

 

156

 

 

 

17.8

 

 

 

 

 

 

 

 

 

 

$

1,552

 

 

 

9

%

Outdoor Advertising

 

 

32

 

 

 

35

 

 

 

63.3

 

 

 

34

 

 

 

14.4

 

 

 

 

 

 

 

 

 

 

 

211

 

 

 

1

%

Renewable Power Generation

 

 

6

 

 

 

6

 

 

 

48.9

 

 

 

6

 

 

 

27.8

 

 

 

 

 

 

 

 

 

 

 

56

 

 

 

%

Subtotal

 

 

158

 

 

 

215

 

 

 

51.2

 

 

 

196

 

 

 

17.6

 

 

 

 

 

 

 

 

 

 

$

1,819

 

 

 

10

%

Tenant Lease on Fee Simple

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

19

 

 

 

28

 

 

 

99.0

 

(7)

 

28

 

 

 

18.0

 

 

 

 

 

 

 

 

 

 

$

1,221

 

 

 

7

%

Outdoor Advertising

 

 

43

 

 

 

47

 

 

 

99.0

 

(7)

 

47

 

 

 

9.2

 

 

 

 

 

 

 

 

 

 

 

845

 

 

 

5

%

Renewable Power Generation

 

 

13

 

 

 

15

 

 

 

99.0

 

(7)

 

15

 

 

 

31.2

 

 

 

 

 

 

 

 

 

 

 

1,568

 

 

 

9

%

Subtotal

 

 

75

 

 

 

90

 

 

 

99.0

 

(7)

 

90

 

 

 

15.5

 

 

 

 

 

 

 

 

 

 

$

3,634

 

 

 

21

%

Total

 

 

1,510

 

 

 

1,907

 

 

 

73.0

 

(9)

 

1,818

 

 

 

22.9

 

 

 

 

 

 

 

 

 

 

$

17,560

 

 

 

100

%

Aggregate Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless Communication

 

 

863

 

 

 

1,118

 

 

 

69.0

 

 

 

1,046

 

 

 

26.3

 

 

 

94

%

 

$

1,910

 

 

$

10,511

 

 

 

60

%

Outdoor Advertising

 

 

604

 

 

 

712

 

 

 

80.9

 

 

 

695

 

 

 

17.1

 

 

 

98

%

 

 

2,447

 

 

 

4,989

 

 

 

28

%

Renewable Power Generation

 

 

43

 

 

 

77

 

 

 

37.5

 

 

 

77

 

 

 

29.8

 

 

 

100

%

 

 

8,925

 

 

 

2,060

 

 

 

12

%

Total

 

 

1,510

 

 

 

1,907

 

 

 

73.0

 

(9)

 

1,818

 

 

 

22.9

 

 

 

95

%

 

$

2,415

 

 

$

17,560

 

 

 

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 September 30, 2018 were 3.6, 8.7, 17.8 and 5.9 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 September 30, 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 64 years.



 

Landmark Infrastructure Partners LP

Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)

In thousands, except per unit data

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

 

$

105,147

 

 

$

3,798

 

 

$

117,993

 

 

$

10,002

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization expense

 

 

4,293

 

 

 

3,458

 

 

 

12,548

 

 

 

9,826

 

Impairments

 

 

877

 

 

 

 

 

 

980

 

 

 

848

 

Gain on sale of real property interests

 

 

(100,039

)

 

 

 

 

 

(100,039

)

 

 

 

Distributions to preferred unitholders

 

 

(2,868

)

 

 

(1,818

)

 

 

(7,742

)

 

 

(4,672

)

Distributions to noncontrolling interests

 

 

(8

)

 

 

(4

)

 

 

(20

)

 

 

(11

)

FFO

 

$

7,402

 

 

$

5,434

 

 

$

23,720

 

 

$

15,993

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense reimbursement

 

 

289

 

 

 

996

 

 

 

2,069

 

 

 

3,025

 

Acquisition-related expenses

 

 

88

 

 

 

255

 

 

 

469

 

 

 

1,007

 

Unrealized (gain) loss on derivatives

 

 

(774

)

 

 

61

 

 

 

(5,208

)

 

 

111

 

Straight line rent adjustments

 

 

33

 

 

 

(88

)

 

 

177

 

 

 

(304

)

Unit-based compensation

 

 

 

 

 

 

 

 

70

 

 

 

105

 

Amortization of deferred loan costs and discount on secured notes

 

 

1,123

 

 

 

609

 

 

 

3,004

 

 

 

1,518

 

Deferred income tax expense

 

 

369

 

 

 

 

 

 

420

 

 

 

 

Amortization of above- and below-market rents, net

 

 

(333

)

 

 

(311

)

 

 

(1,008

)

 

 

(964

)

Repayments of receivables

 

 

307

 

 

 

343

 

 

 

915

 

 

 

868

 

Adjustments for investment in unconsolidated joint venture

 

 

6

 

 

 

 

 

 

6

 

 

 

 

AFFO

 

$

8,510

 

 

$

7,299

 

 

$

24,634

 

 

$

21,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO per common unit - diluted

 

$

0.29

 

 

$

0.24

 

 

$

0.95

 

 

$

0.70

 

AFFO per common unit - diluted

 

$

0.34

 

 

$

0.32

 

 

$

0.99

 

 

$

0.94

 

Weighted average common units outstanding - diluted

 

 

25,138

 

 

 

22,885

 

 

 

24,922

 

 

 

22,755

 

 

 



 

Landmark Infrastructure Partners LP

Reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow

In thousands

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

105,147

 

 

$

3,798

 

 

$

117,993

 

 

$

10,002

 

Interest expense

 

 

6,906

 

 

 

4,777

 

 

 

19,586

 

 

 

12,931

 

Amortization expense

 

 

4,293

 

 

 

3,458

 

 

 

12,548

 

 

 

9,826

 

Income tax expense

 

 

460

 

 

 

72

 

 

 

663