EX-99.3 5 lmrk-20151202ex99321a8b0.htm EX-99.3 LMRK_EX_993_Financial Statements

F-1


 

Report of Independent Registered Public Accounting Firm

The Board of Directors of Landmark Infrastructure Partners GP LLC and Partners of Landmark Infrastructure Partners LP

We have audited the accompanying supplemental consolidated and combined balance sheets of Landmark Infrastructure Partners LP and the Acquired Funds as of December 31, 2014, and the related supplemental consolidated and combined statements of income, supplemental consolidated and combined statements of partners’ capital, and supplemental consolidated and combined statements of cash flows for the year ended December 31, 2014. Our audits also included the financial statement schedule listed in the index to these supplemental financial statements. These supplemental financial statements and the supplemental financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these supplemental financial statements and the supplemental financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the supplemental financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the supplemental financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall supplemental financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the supplemental consolidated and combined financial statements referred to above present fairly, in all material respects, the supplemental consolidated and combined financial position of Landmark Infrastructure Partners LP and the Acquired Funds at December 31, 2014 and 2013, and the supplemental consolidated and combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic supplemental financial statements taken as a whole, presents fairly in all material respects the financial information set forth therein.

/s/ Ernst & Young LLP

Irvine, California

December 2, 2015

F-2


 

Landmark Infrastructure Partners LP and The Acquired Funds 

Supplemental Consolidated and Combined Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31,

 

 

(Unaudited)

 

2014

 

2013

Assets

    

 

    

    

 

    

    

 

    

Land

 

$

8,262,784

 

$

7,209,933

 

$

3,354,119

Real property interests

 

 

344,151,652

 

 

285,411,441

 

 

251,760,134

Total land and real property interests

 

 

352,414,436

 

 

292,621,374

 

 

255,114,253

Accumulated amortization of real property interest

 

 

(12,387,800)

 

 

(8,507,384)

 

 

(3,942,232)

Land and net real property interests

 

 

340,026,636

 

 

284,113,990

 

 

251,172,021

Investments in receivables, net

 

 

8,305,178

 

 

8,665,274

 

 

9,085,281

Cash and cash equivalents

 

 

273,090

 

 

311,108

 

 

1,037,327

Rent receivables, net

 

 

763,743

 

 

212,015

 

 

152,287

Due from Landmark and affiliates

 

 

2,111,822

 

 

659,722

 

 

648,701

Deferred loan cost, net

 

 

4,016,540

 

 

5,320,093

 

 

5,318,485

Deferred rent receivable

 

 

678,768

 

 

483,638

 

 

234,245

Derivative assets

 

 

 —

 

 

 —

 

 

459,278

Other intangible assets, net

 

 

9,360,484

 

 

7,529,851

 

 

6,876,505

Other assets

 

 

150,433

 

 

399,222

 

 

 —

Total assets

 

$

365,686,694

 

$

307,694,913

 

$

274,984,130

Liabilities and equity

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

164,500,000

 

$

74,000,000

 

$

 —

Secured debt facilities

 

 

39,704,988

 

 

70,782,005

 

 

139,635,210

Accounts payable and accrued liabilities

 

 

635,324

 

 

279,458

 

 

1,036,830

Due to Landmark and affiliates

 

 

 —

 

 

 —

 

 

583,689

Other intangible liabilities, net

 

 

12,159,001

 

 

10,524,814

 

 

9,113,511

Prepaid rent

 

 

3,039,957

 

 

2,540,067

 

 

2,068,155

Derivative liabilities

 

 

2,400,877

 

 

377,304

 

 

193,101

Total liabilities

 

 

222,440,147

 

 

158,503,648

 

 

152,630,496

Commitments and contingencies (Note 16)

 

 

 

 

 

 

 

 

 

Equity

 

 

143,246,547

 

 

149,191,265

 

 

122,353,634

Total liabilities and equity

 

$

365,686,694

 

$

307,694,913

 

$

274,984,130

 

See accompanying notes to supplemental financial statements.

F-3


 

Landmark Infrastructure Partners LP and The Acquired Funds

Supplemental Consolidated and combined Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

(Unaudited)

 

Year Ended  December 31,

 

 

2015

 

2014

 

2014

 

2013

 

2012

Revenue

    

 

    

    

 

    

    

 

    

    

 

    

    

 

 

Rental revenue

 

$

19,634,366

 

$

15,702,163

 

$

21,401,328

 

$

16,656,870

 

$

7,707,106

Interest income on receivables

 

 

605,180

 

 

522,994

 

 

709,030

 

 

742,185

 

 

356,348

Total revenue

 

 

20,239,546

 

 

16,225,157

 

 

22,110,358

 

 

17,399,055

 

 

8,063,454

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

209,909

 

 

509,703

 

 

642,150

 

 

544,908

 

 

248,551

Property operating

 

 

19,459

 

 

21,805

 

 

24,720

 

 

6,454

 

 

26,267

General and administrative

 

 

2,107,354

 

 

579,628

 

 

820,522

 

 

722,601

 

 

191,293

Acquisition-related

 

 

2,958,276

 

 

238,385

 

 

527,065

 

 

1,093,948

 

 

1,408,277

Amortization

 

 

4,931,670

 

 

3,973,704

 

 

5,382,671

 

 

4,464,124

 

 

1,738,715

Impairments

 

 

3,578,744

 

 

8,450

 

 

258,834

 

 

1,005,478

 

 

183,271

Total expenses

 

 

13,805,412

 

 

5,331,675

 

 

7,655,962

 

 

7,837,513

 

 

3,796,374

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,070,326)

 

 

(5,502,771)

 

 

(7,831,847)

 

 

(5,406,753)

 

 

(1,957,834)

Loss on early extinguishment of debt

 

 

(902,625)

 

 

 —

 

 

(2,905,259)

 

 

 —

 

 

 —

Realized loss on derivatives

 

 

 —

 

 

 —

 

 

(213,181)

 

 

 —

 

 

 —

Unrealized gain (loss) on derivatives

 

 

(2,023,572)

 

 

(6,393)

 

 

(643,481)

 

 

1,493,041

 

 

(1,226,864)

Gain on sale of real property interest

 

 

82,026

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total other income and expenses

 

 

(8,914,497)

 

 

(5,509,164)

 

 

(11,593,768)

 

 

(3,913,712)

 

 

(3,184,698)

Net income (loss)

 

$

(2,480,363)

 

$

5,384,318

 

$

2,860,628

 

$

5,647,830

 

$

1,082,382

Less: Net income (loss) attributable to Predecessor

 

 

(426,872)

 

 

5,384,318

 

 

5,558,976

 

 

5,647,830

 

 

1,082,382

Net loss attributable to partners

 

$

(2,053,491)

 

$

 —

 

$

(2,698,348)

 

$

 —

 

$

 —

Net loss per limited partners unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic and diluted

 

$

(0.13)

 

 

 

 

$

(0.34)

 

 

 

 

 

 

Subordinated units – basic and diluted

 

$

(0.38)

 

 

 

 

$

(0.34)

 

 

 

 

 

 

Weighted-average limited partner units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic and diluted

 

 

6,500,519

 

 

 

 

 

4,702,665

 

 

 

 

 

 

Subordinated units – basic and diluted

 

 

3,135,109

 

 

 

 

 

3,135,109

 

 

 

 

 

 

Cash distribution declared per unit

 

$

0.9225

 

 

 

 

$

0.1344

 

 

 

 

 

 

 

See accompanying notes to supplemental financial statements.

 

 

F-4


 

Landmark Infrastructure Partners LP and The Acquired Funds

Supplemental Consolidated and Combined Statements of equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Landmark Infrastructure Partners LP

 

Landmark 

 

 

 

 

 

 

 

 

Common

 

Subordinated

 

General

 

Infrastructure

 

 

 

 

 

 

 

Unitholders

 

Unitholder

 

Partner

 

Partners LP 

 

Acquired

 

 

 

 

 

Public

 

Landmark

 

Landmark

 

Predecessor

 

Funds

 

Total Equity

Balance as of December 31, 2011

    

$

 —

    

$

 —

    

$

 —

    

$

33,738,723

    

$

8,619,788

    

$

42,358,511

Cash Contributions

 

 

 —

 

 

 —

 

 

 —

 

 

52,418,850

 

 

12,000,000

 

 

64,418,850

Contributions of real property interests

 

 

 —

 

 

 —

 

 

 —

 

 

15,824,951

 

 

222,222

 

 

16,047,173

Distributions

 

 

 —

 

 

 —

 

 

 —

 

 

(31,856,905)

 

 

(13,189,854)

 

 

(45,046,759)

Change in control

 

 

 —

 

 

 —

 

 

 —

 

 

48,049,897

 

 

8,583,258

 

 

56,633,155

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

1,164,417

 

 

(82,035)

 

 

1,082,382

Balance as of December 31, 2012

 

$

 —

    

$

 —

    

$

 —

    

$

119,339,933

    

$

16,153,379

    

$

135,493,312

Cash Contributions

 

 

 —

 

 

 —

 

 

 —

 

 

500,000

 

 

1,500,000

 

 

2,000,000

Contributions of real property interests

 

 

 —

 

 

 —

 

 

 —

 

 

7,047,495

 

 

257,254

 

 

7,304,749

Distributions

 

 

 —

 

 

 —

 

 

 —

 

 

(26,008,206)

 

 

(2,084,051)

 

 

(28,092,257)

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

4,845,737

 

 

802,093

 

 

5,647,830

Balance as of December 31, 2013

 

$

 —

 

$

 —

 

$

 —

 

$

105,724,959

 

$

16,628,675

 

$

122,353,634

Cash Contributions

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

1,019,378

 

 

1,019,378

Contributions of real property interests

 

 

 —

 

 

 —

 

 

 —

 

 

13,713,760

 

 

111,111

 

 

13,824,871

Distributions

 

 

 —

 

 

 —

 

 

 —

 

 

(9,577,966)

 

 

(5,410,617)

 

 

(14,988,583)

Net income

 

 

 —

 

 

 —

 

 

 —

 

 

4,530,219

 

 

1,028,757

 

 

5,558,976

Contribution of assets by Landmark Infrastructure Partners LP Predecessor

 

 

93,222,079

 

 

(8,447,609)

 

 

 —

 

 

(83,019,274)

 

 

 —

 

 

1,755,196

Balance post reorganization(1)

 

$

93,222,079

 

$

(8,447,609)

 

$

 —

 

$

31,371,698

 

$

13,377,304

 

$

129,523,472

Proceeds from initial public offering, net of offering costs of $9,519,321

 

 

42,730,679

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

42,730,679

Proceeds from sale of subordinated units to Landmark

 

 

 —

 

 

39,272,905

 

 

 —

 

 

 —

 

 

 —

 

 

39,272,905

Distributions to Contributing Landmark Funds

 

 

(59,667,292)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(59,667,292)

Capital contribution to fund general and administrative expense reimbursement

 

 

 —

 

 

 —

 

 

12,349

 

 

 —

 

 

 —

 

 

12,349

Unit-based compensation

 

 

17,500

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

17,500

Net loss attributable to partners

 

 

(1,619,009)

 

 

(1,079,339)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,698,348)

Balance as of December 31, 2014

 

$

74,683,957

 

$

29,745,957

 

$

12,349

 

$

31,371,698

 

$

13,377,304

 

$

149,191,265

Net loss from Acquired Assets and Acquired Funds

 

 

 —

 

 

 —

 

 

(1,198,734)

 

 

 —

 

 

771,862

 

 

(426,872)

Net investment of Acquired Assets

 

 

 —

 

 

 —

 

 

(44,973,190)

 

 

(31,371,698)

 

 

 —

 

 

(76,344,888)

Issuance of units in connection with the Fund E acquisition

 

 

31,461,930

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

31,461,930

Issuance of common units, net of offering costs of $3,308,455

 

 

46,941,545

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

46,941,545

Contributions

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

101,425

 

 

101,425

Distributions

 

 

(4,401,640)

 

 

(2,318,100)

 

 

 —

 

 

 —

 

 

(465,917)

 

 

(7,185,657)

Capital contribution to fund general and administrative expense reimbursement

 

 

 —

 

 

 —

 

 

1,465,040

 

 

 —

 

 

 —

 

 

1,465,040

Unit-based compensation

 

 

96,250

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

96,250

Net loss attributable to partners

 

 

(867,361)

 

 

(1,186,130)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,053,491)

Balance as of September 30, 2015

 

$

147,914,681

 

$

26,241,727

 

$

(44,694,535)

 

$

 —

 

$

13,784,674

 

$

143,246,547

(1)

Prior to the reorganization and closing of the IPO on November 19, 2014, amounts represent the combined and consolidated results of the Contributing Landmark Funds, the Acquisitions, and the Acquired Funds. For time periods subsequent to the reorganization and IPO, these supplemental financial statements represent the results of Landmark Infrastructure Partners LP and its Acquisitions made under common control combined with the Acquired Funds. See Note 1Organization for further details.

See accompanying notes to supplemental financial statements.

 

F-5


 

 

Landmark Infrastructure Partners LP and The Acquired Funds

Supplemental Consolidated and Combined Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Year Ended  December 31,

 

 

 

2015

 

2014

 

2014

 

2013

 

2012

 

Operating activities

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

 

Net income (loss)

 

$

(2,480,363)

 

$

5,384,318

 

$

2,860,628

 

$

5,647,830

 

$

1,082,382

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unit-based compensation

 

 

96,250

 

 

 —

 

 

17,500

 

 

 —

 

 

 —

 

Unrealized (gain) loss on derivatives

 

 

2,023,572

 

 

6,393

 

 

643,481

 

 

(1,493,041)

 

 

1,226,864

 

Loss on early extinguishment of debt

 

 

902,625

 

 

 —

 

 

2,905,259

 

 

 —

 

 

 —

 

Amortization expense

 

 

4,931,670

 

 

3,973,704

 

 

5,382,671

 

 

4,464,124

 

 

1,738,715

 

Amortization of above- and below- market lease

 

 

(967,958)

 

 

(619,062)

 

 

(847,998)

 

 

(630,801)

 

 

(271,334)

 

Amortization of deferred loan costs

 

 

1,100,006

 

 

1,138,729

 

 

1,545,605

 

 

1,107,771

 

 

350,258

 

Receivables interest accretion

 

 

(21,450)

 

 

(49,356)

 

 

(51,899)

 

 

(68,977)

 

 

(49,978)

 

Impairments

 

 

3,578,744

 

 

8,450

 

 

258,834

 

 

1,005,478

 

 

183,271

 

Gain on the sale of real property interest

 

 

(82,026)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Allowance for investments in receivables

 

 

 —

 

 

4,465

 

 

4,465

 

 

25,304

 

 

 —

 

Allowance for doubtful accounts

 

 

 —

 

 

 —

 

 

 —

 

 

30

 

 

1,036

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent receivables, net

 

 

(594,783)

 

 

(178,050)

 

 

(59,728)

 

 

75,263

 

 

(217,699)

 

Accounts payable and accrued liabilities

 

 

355,866

 

 

(273,822)

 

 

713,532

 

 

204,602

 

 

832,228

 

Deferred rent receivables

 

 

(195,130)

 

 

(193,880)

 

 

(249,393)

 

 

(210,017)

 

 

(129,173)

 

Prepaid rent

 

 

857,975

 

 

16,618

 

 

471,913

 

 

926,317

 

 

1,069,649

 

Due to Landmark and affiliates

 

 

(1,160,985)

 

 

(215,779)

 

 

380,706

 

 

111,567

 

 

(1,167,876)

 

Other assets

 

 

248,789

 

 

 —

 

 

(399,222)

 

 

 —

 

 

 —

 

Net cash provided by operating activities

 

 

8,592,802

 

 

9,002,728

 

 

13,576,354

 

 

11,165,450

 

 

4,648,343

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of land

 

 

(5,082,027)

 

 

(531,266)

 

 

(371,570)

 

 

(1,420,548)

 

 

(880,033)

 

Acquisition of real property interests

 

 

(88,864,100)

 

 

(15,125,866)

 

 

(19,091,737)

 

 

(38,823,030)

 

 

(66,493,755)

 

Net proceeds from disposal of real property interests

 

 

223,487

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Acquisition of receivables

 

 

(142,062)

 

 

 —

 

 

 —

 

 

 —

 

 

(9,961,371)

 

Repayment of receivables

 

 

523,608

 

 

596,926

 

 

751,735

 

 

702,368

 

 

267,373

 

Net cash used in investing activities

 

 

(93,341,094)

 

 

(15,060,206)

 

 

(18,711,572)

 

 

(39,541,210)

 

 

(77,067,786)

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from initial public offering, net of offering costs of $9,519,321

 

 

46,941,545

 

 

 —

 

 

42,730,679

 

 

 —

 

 

 —

 

Proceeds from sale of subordinated units to Landmark

 

 

 —

 

 

 —

 

 

39,272,905

 

 

 —

 

 

 —

 

Proceeds from the revolving credit facility

 

 

141,200,000

 

 

 —

 

 

75,000,000

 

 

 —

 

 

 —

 

Proceeds from secured debt facilities

 

 

 —

 

 

18,119,311

 

 

26,899,141

 

 

59,202,456

 

 

81,457,684

 

Principal payments on the revolving credit facility

 

 

(50,700,000)

 

 

 —

 

 

(1,000,000)

 

 

 —

 

 

 —

 

Principal payments on secured debt facilities

 

 

(31,077,018)

 

 

(261,200)

 

 

(95,752,346)

 

 

(1,024,930)

 

 

 —

 

Deferred loan costs

 

 

(699,078)

 

 

(2,039,449)

 

 

(4,452,472)

 

 

(3,233,537)

 

 

(3,542,976)

 

Contributions from Contributing Landmark Funds members

 

 

 —

 

 

(614,434)

 

 

 —

 

 

500,000

 

 

52,418,850

 

Capital contribution to fund general and administrative expense reimbursement

 

 

1,173,925

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Distributions to Contributing Landmark Funds members

 

 

 —

 

 

(6,352,875)

 

 

(67,282,062)

 

 

(25,716,825)

 

 

(32,197,602)

 

Distributions to limited partners

 

 

(6,719,740)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Contributions from Acquired Funds members

 

 

101,425

 

 

2,873,744

 

 

1,019,378

 

 

1,500,000

 

 

12,000,000

 

Distributions to Acquired Funds members

 

 

(465,917)

 

 

(1,135,285)

 

 

(5,299,506)

 

 

(1,826,797)

 

 

(12,967,632)

 

Consideration paid to General Partner associated with Acquired Assets

 

 

(15,044,868)

 

 

(5,092,393)

 

 

(6,726,718)

 

 

(25,235,417)

 

 

340,697

 

Net cash provided by financing activities

 

 

84,710,274

 

 

5,497,419

 

 

4,408,999

 

 

4,164,950

 

 

97,509,021

 

Net increase (decrease) in cash and cash equivalents

 

 

(38,018)

 

 

(560,059)

 

 

(726,219)

 

 

(24,210,810)

 

 

25,089,578

 

Cash and cash equivalents at beginning of year

 

 

311,108

 

 

1,037,327

 

 

1,037,327

 

 

25,248,137

 

 

158,559

 

Cash and cash equivalents at end of year

 

$

273,090

 

$

477,268

 

$

311,108

 

$

1,037,327

 

$

25,248,137

 

 

 

See accompanying notes to supplemental financial statements.

 

 

F-6


 

Landmark Infrastructure Partners LP and the Acquired Funds

Notes to Supplemental Consolidated and Combined Financial Statements 

(information as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 is unaudited)

1. Organization

Landmark Infrastructure Partners, LP (the “Partnership”) was formed on July 28, 2014 by Landmark Dividend LLC (“Landmark” or “Sponsor”) as a master limited partnership organized in the state of Delaware. On November 19, 2014, the Partnership completed its initial public offering (the “IPO”) of 2,750,000 common units representing limited partner interests (“Common Units”) (including 100,000 common units issued pursuant to the partial exercise of the underwriters’ option to purchase additional common units). In addition, Landmark purchased from the Partnership an additional 2,066,995 subordinated units for cash at the IPO price of our common units. On November 19, 2015, the Partnership acquired LD Acquisition Company 8 LLC, an entity owning 72 tenant sites and related real property interests that consist of wireless communication and outdoor advertising sites, from Landmark Dividend Growth Fund C — LLC (“Fund C”), an affiliate of Landmark, in exchange for (i) 847,260 Common Units; and (ii) cash consideration of approximately $17.3 million (the “Fund C Acquisition”). Additionally, on November 19, 2015, the Partnership acquired LD Acquisition Company 10 LLC, an entity owning 136 tenant sites and related real property interests that consist of wireless communication and outdoor advertising sites, from Landmark Dividend Growth Fund F — LLC (“Fund F”, and together with Fund C, the “Acquired Funds”), an affiliate of Landmark, in exchange for (i) 1,266,317 Common Units; and (ii) cash consideration of approximately $25.0 million (the “Fund F Acquisition”, and together with the Fund C Acquisition, the “Fund Acquisitions”). The Fund Acquisitions are deemed to be transactions between entities under common control, which, under applicable accounting guidelines, requires the assets and liabilities to be transferred at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. The accompanying supplemental financial statements represent the consolidated and combined financial positions and results of operations for the periods presented of the Partnership and the Acquired Funds for post IPO periods and the Predecessor (as defined below) and the Acquired Funds for periods prior to the IPO (collectively referred to as the “Combined Entities” for all periods).

References in this report to "Landmark Infrastructure Partners LP," the "partnership," "we," "our," "us," or like terms for time periods prior to our IPO, refer to our predecessor for accounting purposes (our “Predecessor”). The Partnership succeeded our Predecessor, which includes substantially all the assets and liabilities that were contributed to us in connection with our IPO by Landmark Dividend Growth Fund-A LLC (“Fund A”) and Landmark Dividend Growth Fund-D LLC (“Fund D” and together with Fund A, the “Contributing Landmark Funds”), two investment funds formerly managed by our Sponsor.  Our Predecessor includes the results of such assets during any period they were previously owned by Landmark or any of its affiliates. The operations of the Acquired Assets (as described below) prior to the acquisition dates, are also included in the operations of our Predecessor.  For time periods subsequent to the IPO, references in this report to "Landmark Infrastructure Partners LP," "our partnership," "we," "our," "us," or like terms refer to Landmark Infrastructure Partners LP. 

From January 1, 2015 to September 30, 2015, the Partnership completed its acquisitions of 512 tenant sites and related real property interests from the Sponsor and affiliates in exchange for total consideration of $169.7 million. These acquisitions are collectively referred to as the “Acquisitions,” and the acquired assets in the Acquisitions are collectively referred to as the “Acquired Assets.” The Acquisitions are deemed to be transactions between entities under common control, which, under applicable accounting guidelines, requires the assets and liabilities to be transferred at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. Prior period information of the Partnership and the Predecessor has been retroactively adjusted as of the date the Sponsor or affiliate purchased the asset from an independent third party. See Note 3, Acquisitions for additional information.

F-7


 

The Partnership was formed to own a portfolio of real property interests that are leased to companies in the wireless communication, outdoor advertising and renewable power generation industries. In addition, the Partnership also owns certain interests in receivables associated with similar assets. Concurrently with the IPO, the Partnership completed its formation transactions, pursuant to which it acquired, through a series of transactions, substantially all of the assets and liabilities of the Contributing Landmark Funds. The formation transactions consisted of the following:

·

the contribution by Fund A and Fund D to us of substantially all of their assets and liabilities, including their obligations under their secured debt facilities, in exchange for, in the aggregate, 1,952,665 common units, 1,068,114 subordinated units and cash, all of which has been distributed to their respective members, including Landmark, as part of each fund’s liquidation;

·

the purchase by Landmark from us of an additional 2,066,995 subordinated units for cash at the initial public offering price of our common units;

·

our issuance of all the incentive distribution rights to our general partner, which also retained a non‑economic general partner interest in us;

·

our issuance of 2,750,000 common units to the public in the IPO, representing a 35.1% limited partner interest in us;

·

the assumption of the secured debt facilities from Fund A and Fund D, the amendment and restatement of such facilities as a new $190.0 million secured revolving credit facility, and the reduction in the outstanding principal amount in respect of such facilities from $94.2 million to $75.0 million;

·

our entry into an omnibus agreement with Landmark and each of the Remaining Landmark Funds; and

·

the adjustment to the basis of certain contributed assets and liabilities to Landmark’s basis, which reflects the change in control of Landmark which occurred in December 2012, as a result of accounting for the formation transactions as a reorganization of entities under common control pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (ASC 805).

On December 21, 2012 (“Acquisition Date”), a change in control occurred due to the acquisition of a controlling interest of the Sponsor. The Sponsor applied provisions of ASC 805 to record the assets acquired and liabilities assumed at the Sponsor at fair value on the Acquisition Date. At the Acquisition Date, the Contributing Landmark Funds had a material unrelated non‑controlling equity interest that did not promote the acquisition of the controlling interest of the Sponsor. Accordingly, push down accounting was not applied to the Contributing Landmark Funds. Therefore, the historical cost basis of the assets and liabilities as of the Acquisition Date of the Sponsor are different from the historical cost basis of the Contributing Landmark Funds even though all entities are under common control. Since the Sponsor continues to control the Partnership subsequent to the transaction, in accordance with ASC 805, the IPO and formation transactions were treated as a reorganization of entities under common control. Accordingly, in connection with the formation transactions the purchase accounting associated with the December 2012 change in control of Landmark was pushed down to us for all periods presented, resulting in a higher cost basis in the assets than previously reflected in the historical financial statements of Contributing Landmark Funds as presented in the registration statement for the IPO.

Our operations are managed by the board of directors and executive officers of Landmark Infrastructure Partners GP LLC, our general partner. As of September 30, 2015, Landmark and its affiliates own (a) our general partner; (b) 171,737 common units and 3,135,109 subordinated units in us and; (c) all of the incentive distribution rights.

F-8


 

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Supplemental Consolidated and Combined Financial Statements

For periods presented prior to the IPO, these supplemental consolidated and combined financial statements were derived from the Predecessor combined with the Acquired Funds based on historical results of operations, cash flows, assets and liabilities. As the Acquisitions and the Acquired Funds were deemed to be transactions between entities under common control, the assets and liabilities were transferred at the historical cost of Landmark, with prior periods retroactively adjusted to furnish comparative information. The accompanying supplemental financial statements and related notes include the historical results and financial position of the Acquired Assets and the Acquired Funds prior to the acquisition dates during the periods the assets were under common control. All financial information presented for the periods after the IPO represent the consolidated results of operations, financial position and cash flows of the Partnership with retroactive adjustments of the combined results of operations, financial position and cash flows of the Acquired Assets during the periods the assets were under common control and the financial position and cash flows of the Acquired Funds. All intercompany transactions and account balances have been eliminated. The supplemental consolidated and combined financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Non-financial information such as the number of tenant sites or number of leases is unaudited.

The supplemental consolidated and combined balance sheets of the Predecessor and the Acquired Funds include Sponsor assets and liabilities that are specifically identifiable or otherwise attributable to the real property interests prior to the period they were owned by the Partnership or the Acquired Funds. The supplemental consolidated and combined statements of income reflect all revenue and expenses associated with the real property interests for the period prior to the period they were owned by the Partnership, the Contributing Landmark Funds, and the Acquired Funds to the extent they were owned by Landmark and an allocation of management fees at the same rate that Landmark charges the Contributing Landmark Funds and the Acquired Funds for administrative services. See further discussion in Note 14, Related‑Party Transactions. Management believes that the assumptions and estimates used in the preparation of the underlying consolidated and combined financial statements are reasonable. However, the supplemental consolidated and combined financial statements herein do not necessarily reflect what the Partnership’s financial position, results of operations or cash flows would have been if the Partnership had been a stand‑alone entity during the periods presented. As a result, historical financial information is not necessarily indicative of the Partnership’s future results of operations, financial position or cash flows.

The accompanying unaudited interim supplemental consolidated and combined financial statements have been prepared in conformity with GAAP as established by the Financial Accounting Standards Board ("FASB") in the ASC including modifications issued under the Accounting Standards Updates ("ASUs"). The accompanying unaudited supplemental financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the unaudited financial information set forth therein. All intercompany transactions and account balances have been eliminated. The unaudited interim supplemental financial statements should be read in conjunction with the annual supplemental combined financial statements included herein and the notes thereto.

The supplemental financial statements have been prepared to comply with the instructions of Regulation S-K, Form S-3 Item 11(b) of the SEC regulations and does not represent the consolidated financial statements of the Partnership prepared in accordance with GAAP.

 

Use of Estimates

The preparation of the supplemental consolidated and combined financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the supplemental consolidated and combined financial

F-9


 

statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Purchase Accounting for Acquisitions

The Combined Entities apply the business combination method to all acquired investments of real property interests for transactions that meet the definition of a business combination. The purchase consideration of the real property interests is allocated to the acquired tangible asset, such as land, and the identified intangible assets and liabilities, consisting of the value of perpetual and limited life easements, above‑market and below‑market leases and in‑place leases, based in each case on their fair values. The fair value of the assets acquired and liabilities assumed is typically determined by using Level III valuation methods. The most sensitive assumption is the discount rate used to discount the estimated cash flows from the real estate rights.  For purposes of the computation of fair value assigned to the various tangible and intangible assets, the Combined Entities assigned discount rates ranging between 6% and 20%. When determining the fair value of intangible assets acquired, the Combined Entities estimate the applicable discount rate and the timing and amount of future cash flows. The determination of the final purchase price allocation and the acquisition‑date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period, but no later than 12 months from the acquisition date and result in adjustments to the preliminary estimates recognized in the prior period financial statements. Transaction costs related to the acquisition of a business, including investments in real property interests, are expensed as incurred.

Factors considered in estimating the fair value of tangible and intangible assets acquired include information obtained about each asset as a result of Landmark’s pre‑acquisition due diligence and its marketing and leasing activities. In order to calculate the estimated in‑place lease value, we employed the income approach in accordance with ASC 805 by multiplying the anticipated market absorption period by the market rent at the time of acquisition for each in‑place lease agreement. Based on our experience in the industry, we have determined a range of lease execution timelines to be between one and six months. For the in‑place lease valuation, we consider a lease‑up period of four months to be representative of the market.

We estimated the fair value of real property interests using the income approach by capitalizing the market rent at the time of acquisition at a market capitalization rate. The market capitalization rate was estimated by deducting an inflation rate of 3% from the market discount rate for each asset. The discount rates used ranged from 6% to 20%. The value of tenant relationships has not been separated from in‑place tenant lease value for the real estate acquired as such value and its consequence to amortization expense is materially consistent with the in‑place tenant lease value for these particular acquisitions. Should future acquisitions of real property interests result in allocating material amounts to the value of tenant relationships, an amount would be separately allocated and amortized over the estimated life of the relationship. The value of in‑place leases and customer relationship is amortized to expense over the estimated period the tenant is expected to be leasing the site under the existing terms which typically range from 2 to 20 years. If a tenant lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be impaired.

The discount rate associated with each asset varies based on the location of an asset (including demographics and zoning restrictions), and other asset specific characteristics. Market rent for each asset is determined based on location of each asset, asset type, zoning restrictions, ground space necessary for the tenant’s equipment, remaining site capacity, visibility (specifically for billboards), and nearby sites.

In allocating the purchase consideration of the identified intangible assets and liabilities of an acquired asset, above‑market, below‑market and in‑place lease values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in‑place leases and (ii) management’s estimate of fair market lease rates for the corresponding in‑place leases measured over the estimated period the tenant is expected to be leasing the site under the above or below‑market terms. The capitalized above‑market and below‑market lease values are amortized as a decrease or increase, respectively,

F-10


 

to rental income over the estimated period the tenant is expected to be leasing the site. All tenant leases obtained by the Partnership through its acquisition of real property interests are generally cancellable, upon 30 to 180 days’ notice by the tenants, with no significant penalty. With respect to below‑market leases, consideration is given to any below‑market renewal periods. However, for wireless communication assets, we estimated the above/below‑market lease value over an analysis period of the earlier of the lease expiration or 10 years based on estimated useful life of the underlying equipment and assets. For outdoor advertising assets, we estimated the above‑ or below‑market lease value over an analysis period of the earlier of the lease expiration or 20 years, based on a longer estimated useful life of 20 years for billboards.

 

Real Property Interests

Real property interests consist of easements and lease assignments underlying wireless communication, outdoor advertising and renewable power generation infrastructure. The real property interests are typically held as easements to use land, or roof tops, both of which allow us to use the asset for a specific purpose. Real property interests are intangibles that are recorded at cost. Amortization is computed using the straight‑line method over the estimated useful lives of the real property interests, which is estimated as the shorter of the revenue generating period of the asset or the term of the real estate rights which range from 19 to 99 years. Real property interests with a perpetual term are not amortized but evaluated periodically for impairment.

The Combined Entities assess whether there has been an impairment in the value of long‑lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future estimated net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets based upon what a market participant would be willing to pay for the real estate interest. The estimated fair value of the asset group identified for step two testing is based on either Level 3 inputs utilizing the income approach with a market discount rate and estimated cash flows, or Level 2 inputs based upon the sales comparison approach to a similar asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell utilizing the Level 3 and Level 2 inputs discussed below.

 

Fair Value of Financial Instruments

The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are inputs that the market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Combined Entities. Unobservable inputs are inputs that reflect the Combined Entities’ assumptions about what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is measured in three levels based on the reliability of inputs:

Level 1 – unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model‑derived valuations in which significant inputs and significant value drivers are observable in active markets; and,

Level 3 – prices or valuations derived from other valuation methodologies where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable, including pricing models, discounted cash flow models and similar techniques.

 

F-11


 

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash and cash equivalents. The Combined Entities monitor the cash balances in their operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Combined Entities have experienced no loss or lack of access to cash in the operating accounts.

 

Accounting for Derivative Financial Instruments and Hedging Activities

The Combined Entities utilize interest rate swap contracts to manage interest costs and risks associated with changing interest rates. These derivative financial instruments are carried at fair value on the consolidated and combined balance sheets, with the change in such fair value being recorded through earnings as an unrealized gain or loss in the consolidated and combined statements of income.

Investments in Receivables, Net

The Partnership acquired streams of future cash flows associated with real property interests. The Partnership has no significant rights or obligations associated with the cash flows other than in certain arrangements, to pass a portion of the cash flows received to the owner of the respective lease. The future cash flow streams are recorded at their net present value based on the estimated net cash flows to be received by the Partnership using the implied discount rate in the acquisition.

Receivables are classified as held‑for‑investment based on management’s intent and ability to hold the receivables for the foreseeable future or to maturity. Receivables held‑for‑investment are carried at amortized cost and are reduced by a valuation allowance for estimated credit losses as necessary. Interest on receivables is accreted to income over the life of the receivables using the interest method. The interest method is applied on an individual receivable basis when collectability of the future payments, when due in accordance with the contractual terms of the arrangement, is reasonably assured. Receivables are transferred from held‑for‑investment to held‑for‑sale when management no longer intends to hold the receivables for the foreseeable future. Receivables held‑for‑sale are recorded at the lower of cost or fair value.

Receivables are placed on non‑accrual status when management determines that the collectability of contractual amounts is not reasonably assured. While on non‑accrual status, receivables are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost‑recovery basis, where cash receipts reduce the carrying value of the receivable, based on management’s expectation of future collectability.

Allowances are established for receivables based upon an estimate of probable losses on an individual receivable by receivable basis if they are determined to be impaired. Receivables are impaired when it is deemed probable that the Partnership will be unable to collect all amounts when due in accordance with the contractual terms of the loan. An allowance is based upon the Partnership’s assessment of the borrower’s overall financial condition, economic resources, payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows discounted at the receivable’s effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience and other relevant factors, as appropriate.

On a regular basis the Partnership assesses investments in receivables for impairment. Internally generated cash flow projections are used to determine if the receivables are expected to be repaid in accordance with the terms of the related agreements. If it is probable that a receivable will not be repaid in accordance with the related agreement, the General Partner considers the receivable impaired. To measure impairment, the General Partner calculates the present value of expected future cash flows discounted at the original effective interest rate. If the present value is less than the

F-12


 

carrying value of the receivable, a specific impairment reserve is recorded for the difference. For the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014, 2013, 2012, the Partnership recorded allowance on investments in receivables of $0, $4,465, $4,465, $25,304 and $0.

Deferred Loan Costs

Costs incurred in obtaining the secured debt facilities are capitalized as deferred loan costs and are included in deferred loan costs, net in the combined balance sheet. The deferred loan costs are amortized to interest expense over the life of the related loan. When facilities are amended and restated, any unamortized deferred loan costs, as well as charges incurred for the termination, are recorded to interest expense in the period of the amendment and restatement.

 

Revenue Recognition

The Combined Entities recognize rental income under operating leases, including rental abatements, lease incentives and contractual fixed increases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight‑line basis over the non‑cancellable term of the related leases when collectability is reasonably assured. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are recorded as deferred rent assets. The excess of rent payments collected over amounts recognized contractually due pursuant to the underlying lease are recorded as prepaid rents.

For the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014, 2013, and 2012, leases obtained by the Combined Entities through acquisition and ownership of real property interests were generally cancelable upon 30‑180 days’ notice by the tenants with no significant penalty. The Combined Entities evaluate whether the lease arrangements economically compel the tenant to not cancel the lease in determining the term of the lease by considering various factors such as cancellation rights, availability of alternative sites, and historical cancellation rates. For cancellable leases where the tenant is not economically compelled to continue the lease, the term of the lease is considered to be the non‑cancellable period with rental abatements and contractual fixed rate increases recorded in the period the amounts become due and payable.

·

Wireless Communication – As a result of various factors, including the cancellation rights, ability to find alternative sites, credit risk, and historical cancellation and lease amendment rates, the lease term is generally considered to be the non‑cancellable term of the lease of 30 to 180 days. For these leases rental abatements and contractual fixed increases are recorded in the period the amounts become due and payable.

·

Outdoor Advertising – The lease term is generally considered to be the non‑cancellable term of the remaining portion of the existing term of the lease.

The capitalized above‑market and below‑market lease values are amortized as a decrease or increase, respectively, to rental income over the estimated period the tenant is expected to be leasing the site.

Certain leases provide for the greater of a minimum rent or a percentage of the revenue generated by the tenant (“Contingent Rent”). Contingent rent is recognized when measurable and all possible contingencies have been eliminated. During the years ended December 31, 2014, 2013, and 2012, the Combined Entities recognized $70,238, $47,008 and $8,349 of Contingent Rent, respectively.

Rents Receivable, net

Rents receivables consists of tenant receivables arising in the normal course of business. Tenant receivables are uncollateralized customer obligations requiring payment within various time frames not to exceed one year from the invoice date. Tenant receivables are recorded and carried at the amount billable per the applicable lease agreement, less any allowances for doubtful accounts. The amounts due from tenants are periodically reviewed and an allowance for

F-13


 

doubtful accounts is maintained for estimated losses resulting from the inability of tenants to make required payments under lease agreements. Judgment is exercised in establishing these allowances with the payment history and the current credit status of tenants considered in developing these estimates. At December 31, 2014 and 2013, the allowance for doubtful accounts was $0 and $1,066, respectively.

 

Income Taxes

The Partnership is generally not subject to federal, state or local income taxes, except for our wholly owned subsidiary Landmark Infrastructure Asset OpCo LLC. The Partnership’s wholly owned subsidiary Landmark Infrastructure Asset OpCo LLC conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes.  Each limited partner is responsible for the tax liability, if any, related to its proportionate share of the Partnerships’ taxable income or loss. The Partnership follows the requirements of ASC Topic 740, Income Taxes (“ASC 740”), relating to uncertain tax positions. Based on its evaluation under ASC 740, the Partnership has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated and combined financial statements, nor has the Partnership been assessed interest or penalties by any major tax jurisdictions. If an uncertain income tax position were to be identified, the Partnership would account for such in accordance with ASC Topic 450, Contingencies.

 

Risk Management

The Combined Entities are subject to risks incidental to the ownership and investment in real property interests. These risks and uncertainties include the competitive environment in which the Partnership operates – local, regional, and national economic conditions, including consumer confidence, employment rates, and the availability of capital; uncertainties and fluctuations in capital and securities markets; the cyclical and competitive nature of the real estate industry; changes in tax laws and their interpretation; legal proceedings; effect of restrictive covenants in the loan agreements; and the effects of governmental regulation.

In the normal course of business, the Combined Entities encounter economic risk, including interest rate risk, credit risk, and market risk. Interest rate risk is the result of movements in the underlying variable component of financing rates. Credit risk is the risk of default on the Combined Entities’ real property interests and investment in receivables that results from an underlying tenant/borrower’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the valuation of real property interests and investments in receivables held by the Combined Entities.

Concentration of Credit Risk

The Combined Entities’ credit risks relate primarily to rent receivables, investments in receivables, cash and interest rate swap agreements. Cash accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Combined Entities have not experienced any losses to date on invested cash.

Credit risk associated with interest rate swap agreements arises from the potential failure of counterparties to perform in accordance with the terms of their contracts. The Combined Entities’ risk management policies define parameters of acceptable market risk and limit exposure to credit risk. Credit exposure resulting from derivative financial instruments is represented by their fair value amounts, increased by an estimate of potential adverse position exposure arising from changes over time in interest rates, maturities, and other relevant factors. The Combined Entities’ do not anticipate nonperformance by any of its counterparties.

The Combined Entities’ real property interests are located throughout the United States. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory, and social factors affecting the communities in which the tenants operate. In certain instances the Combined Entities’ position in the real property interest may be subordinate to a mortgage lender on the real property.

F-14


 

 

Business Segments

The FASB accounting guidance with regard to disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Partnership has three reportable segments, wireless communication, outdoor advertising, and renewable power generation.

 

Recently Issued Accounting Standards

Changes to GAAP are established by the FASB in the form of ASUs to the FASB’s Accounting Standard Codification. The Partnership considers the applicability and impact of all ASUs. Newly issued ASUs not listed below are expected to not have any material impact on its combined financial position and results of operations because either the ASU is not applicable or the impact is expected to be immaterial.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments (“ASU 2015-16”). In a business combination, ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to disclose, by financial statement line item, the nature and amount for the adjustments and the current period income statement impact related to prior periods. The amendments in this ASU are effective for fiscal years beginning December 15, 2016 and interim periods beginning after December 15, 2017. Early adoption is permitted. The Partnership has early adopted ASU No. 2015-16 and included required disclosure information within Note 4, Real Property Interests.

In April 2015, the FASB issued ASU 2015-06, Earnings Per Share (Topic - 260)—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (“ASU 2015-06”). ASU 2015-06 provides guidance on the presentation of historical earnings per unit for master limited partnerships that apply the two-class method of calculating earnings per unit. When a general partner transfers or “drops-down” net assets to a master limited partnership and the transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retroactively to reflect the transaction as if it occurred on the earliest date during which the entities were under common control. ASU 2015-06 specifies that the historical income (losses) of a transferred business before the date of a drop-down transaction should be allocated entirely to the general partner and the previously reported earnings per unit of the limited partners should not change as a result of the drop-down transaction. The amendments in this update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, and are required to be applied retroactively for all financial statements presented. Early adoption is permitted. Although we believe we are currently in compliance with this ASU, we will continue to evaluate the impact of the adoption of the ASU on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides additional guidance to ASU 2015-03, which did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 noted that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Partnership is currently in the process of evaluating the impact of adoption of these standards on our consolidated balance sheets and footnote disclosures.

F-15


 

In February 2015, the FASB issued amendments to accounting for consolidation of certain legal entities (“ASU No. 2015-02”). ASU No. 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the evaluation of fee arrangements in the primary beneficiary determination.  ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Partnership does not expect the adoption of ASU No. 2015-02 to have a material impact on its financial statements.

In January 2015, the FASB issued final guidance on its initiative of simplifying income statement presentation by the eliminating the concept of extraordinary items (“ASU No. 2015-01”). Under the guidance an entity will no longer be able to segregate an extraordinary item from the results of operations, separately present an extraordinary item on the income statement, or disclose income taxes or earnings-per-share data applicable to an extraordinary item.  The ASU is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015, and early adoption is permitted. The Partnership does not expect the adoption of ASU No. 2015-01 to have a material impact on its financial statements.

In June 2014, the FASB issued their final standard to amend the accounting guidance for stock compensation tied to performance targets (“ASU No. 2014-12”). The issue is the result of a consensus of the FASB Emerging Issues Task Force (Issue No. 13-D). The standard requires that a performance target that could be achieved after the requisite service period be treated as a performance condition, and as a result, this type of performance condition may delay expense recognition until achievement of the performance target is probable. The ASU is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015, and early adoption is permitted. The Partnership does not expect the adoption of ASU No. 2014-12 to have a material impact on its financial statements.

In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014‑09”). ASU No. 2014‑09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014‑09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry‑specific guidance throughout the Industry Topics of the Codification. ASU No. 2014‑09 does not apply to lease contracts within the scope of Leases (Topic 840). For a public entity ASU No. 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. The Partnership does not expect the adoption of ASU No. 2014‑09 to have an impact on its financial statements.

The Partnership has adopted ASU No. 2014‑08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which requires only disposals representing a strategic shift in operations (i.e., a disposal of a major geographic area, a major line of business, or a major equity method investment) to be presented as discontinued operations. The standard also requires expanded disclosures about discontinued operations and is intended to provide financial statement users with information about the ongoing trends in a company’s results from continuing operations. ASU No. 2014‑08 is effective in the first quarter of 2015 for public entities with calendar year ends. However, companies are permitted to early adopt the standard, beginning in the first quarter of 2014, but only for disposals or classifications as held for sale that have not been reported in financial statements previously issued or available for issuance. The predecessor early adopted this standard in the first quarter of 2014 and the adoption did not have a material effect on our financial condition, results of operations, or disclosures.

 

F-16


 

3. Acquisitions

On March 4, 2015, Landmark Infrastructure Operating Company LLC (“OpCo”), a wholly-owned subsidiary of the Partnership, completed its acquisition of 81 tenant sites and related real property interests, consisting of 41 wireless communication, 39 outdoor advertising and one renewable power generation sites, from Landmark Infrastructure Holding Company LLC (“HoldCo”), a wholly-owned subsidiary of Landmark, in exchange for cash consideration of $25.2 million (the “First Quarter Acquisition”). The purchase price was funded with $24.0 million of borrowings under the Partnership’s existing credit facility and available cash.

On April 8, 2015, OpCo completed an acquisition of 73 tenant sites and related real property interests, consisting of 45 wireless communication and 28 outdoor advertising sites, from HoldCo in exchange for cash consideration of $22.1 million (the “Second Quarter Acquisition”). The purchase price was funded with $21.5 million of borrowings under the Partnership’s existing credit facility and available cash.

On July 21, 2015, Opco completed an acquisition of 100 tenant sites and related real property interests, consisting of 81 wireless communication, 16 outdoor advertising and 3 renewable power generation sites, from HoldCo, in exchange for cash consideration of $35.7 million. The purchase price was funded with $35.5 million of borrowings under the Partnership’s existing credit facility and available cash.

On August 18, 2015, Opco completed an acquisition of an entity owning 193 tenant sites and related real property interests, consisting of 135 wireless communication, 57 outdoor advertising and one renewable power generation sites, from Landmark Dividend Growth Fund-E LLC (“Fund E”), an affiliate of Landmark, in exchange for (i) 1,998,852 Common Units, valued at approximately $31.5 million, which was subsequently distributed to Fund E’s respective members, including 171,737 Common Units to Landmark, as part of the fund’s liquidation, and (ii) cash consideration of approximately $34.9 million, of which $29.2 million was used to repay Fund E’s secured indebtedness and was funded with borrowings under the Partnership’s revolving credit facility.

On September 21, 2015, Opco completed an acquisition of 65 tenant sites and related real property interests, consisting of 50 wireless communication, 13 outdoor advertising and 2 renewable power generation sites, from HoldCo, in exchange for cash consideration of $20.3 million. The purchase price was funded with $20.0 million of borrowings under the Partnership’s existing credit facility and available cash. The July 21, 2015, August 18, 2015 and September 21, 2015 acquisitions described in this Note 3 are collectively referred to as the “Third Quarter Acquisitions.”

On November 19, 2015, the Partnership completed an acquisition of an entity owning 72 tenant sites and related real property interests, consisting of 67 wireless communication and 5 outdoor advertising sites, from Fund C in exchange for (i) 847,260 Common Units, valued at approximately $13.0 million, which was subsequently distributed to Fund C’s respective members, including 123,405 Common Units to Landmark and affiliates, valued at approximately $1.9 million, as part of the fund’s liquidation, and (ii) cash consideration of approximately $17.3 million, of which $15.1 million was used to repay Fund C’s secured indebtedness and was funded with borrowings under the Partnership’s revolving credit facility.

On November 19, 2015, the Partnership completed an acquisition of 136 tenant sites and related real property interests, consisting of 99 wireless communication and 37 outdoor advertising sites, from Fund F in exchange for (i) 1,266,317 Common Units, valued at approximately $19.5 million, which was subsequently distributed to Fund F’s respective members, including 217,133 Common Units to Landmark and affiliates, valued at approximately $3.3 million, as part of the fund’s liquidation and (ii) cash consideration of approximately $25.0 million, of which $24.5 million was used to repay Fund F’s secured indebtedness and was funded with borrowings under the Partnership’s revolving credit facility.

The assets acquired and liabilities assumed are recorded at the historical cost of Landmark, as the Acquisitions from Landmark are deemed to be transactions between entities under common control with the statements of operations

F-17


 

of the Partnership adjusted retroactively as if the Acquisitions occurred on the earliest date during which the Acquired Assets were under common control. The Partnership’s historical financial statements have been retroactively adjusted to reflect the results of operations, financial position, and cash flows of acquisitions prior to September 30, 2015 as if we owned the Acquired Assets as of the date acquired by Landmark for all periods presented. Similarly, prior period information will be retroactively adjusted by the Partnership for the Acquired Funds. The tables below present the results of operations, financial position and cash flows reflecting the effect of the Fund C and Fund F on pre-acquisition periods.

The Partnership (As Previously Reported November 5, 2015) column refers to periods previously filed within the Partnerships’ Form 10-Q as filed on November 5, 2015. The pre-acquisition results of the Fund C Acquisition and the pre-acquisition results of the Fund F Acquisition include the adjustments to reflect the combined results of operations, financial position, and cash flows of the Fund C Acquisition and Fund F Acquisition prior to the acquisition date for the periods under common control. Partnership (As Previously Reported December 2, 2015) column refers to the previously retroactively adjusted results of the operations, financial position, and cash flows in Exhibit 99.3, Audited Consolidated and Combined Financial Statements of Landmark Infrastructure Partners LP included on the Partnership’s Form 8-K, filed with the SEC on December 2, 2015.

Statement of operations for the nine months ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

November 5, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Revenue

 

    

 

 

    

 

 

    

 

 

    

Rental revenue

$

16,300,304

 

$

1,366,183

 

$

1,967,879

 

$

19,634,366

Interest income on receivables

 

605,180

 

 

 —

 

 

 —

 

 

605,180

Total revenue

 

16,905,484

 

 

1,366,183

 

 

1,967,879

 

 

20,239,546

Expenses

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

91,650

 

 

29,159

 

 

89,100

 

 

209,909

Property operating

 

19,459

 

 

 —

 

 

 —

 

 

19,459

General and administrative

 

2,107,354

 

 

 —

 

 

 —

 

 

2,107,354

Acquisition-related

 

2,958,276

 

 

 —

 

 

 —

 

 

2,958,276

Amortization

 

4,176,426

 

 

334,059

 

 

421,185

 

 

4,931,670

Impairments

 

3,578,744

 

 

 —

 

 

 —

 

 

3,578,744

Total expenses

 

12,931,909

 

 

363,218

 

 

510,285

 

 

13,805,412

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,495,384)

 

 

(612,631)

 

 

(962,311)

 

 

(6,070,326)

Loss on early extinguishment of debt

 

(902,625)

 

 

 —

 

 

 —

 

 

(902,625)

Unrealized loss on derivatives

 

(1,909,817)

 

 

(86,866)

 

 

(26,889)

 

 

(2,023,572)

Realized gain on sale

 

82,026

 

 

 —

 

 

 —

 

 

82,026

Other income and expenses

 

(7,225,800)

 

 

(699,497)

 

 

(989,200)

 

 

(8,914,497)

Net income (loss)

$

(3,252,225)

 

$

303,468

 

$

468,394

 

$

(2,480,363)

Less: Net income attributable to Predecessor

 

(1,198,734)

 

 

303,468

 

 

468,394

 

 

(426,872)

Net loss attributable to partners

$

(2,053,491)

 

$

 —

 

$

 —

 

$

(2,053,491)

F-18


 

Statement of operations for the nine months ended September 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

November 5, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Revenue

 

    

 

 

    

 

 

    

 

 

    

Rental revenue

$

12,860,421

 

$

1,255,033

 

$

1,586,709

 

$

15,702,163

Interest income on receivables

 

522,994

 

 

 —

 

 

 —

 

 

522,994

Total revenue

 

13,383,415

 

 

1,255,033

 

 

1,586,709

 

 

16,225,157

Expenses

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

406,302

 

 

28,272

 

 

75,129

 

 

509,703

Property operating

 

21,805

 

 

 —

 

 

 —

 

 

21,805

General and administrative

 

579,628

 

 

 —

 

 

 —

 

 

579,628

Acquisition-related

 

106,484

 

 

 —

 

 

131,901

 

 

238,385

Amortization

 

3,294,849

 

 

321,360

 

 

357,495

 

 

3,973,704

Impairments

 

8,450

 

 

 —

 

 

 —

 

 

8,450

Total expenses

 

4,417,518

 

 

349,632

 

 

564,525

 

 

5,331,675

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,378,694)

 

 

(568,198)

 

 

(555,879)

 

 

(5,502,771)

Unrealized loss on derivatives

 

(6,393)

 

 

 —

 

 

 —

 

 

(6,393)

Other income and expenses

 

(4,385,087)

 

 

(568,198)

 

 

(555,879)

 

 

(5,509,164)

Net income

$

4,580,810

 

$

337,203

 

$

466,305

 

$

5,384,318

 

Statement of operations for the year ended December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Revenue

 

    

 

 

    

 

 

    

 

 

    

Rental revenue

$

17,450,889

 

$

1,708,022

 

$

2,242,417

 

$

21,401,328

Interest income on receivables

 

709,030

 

 

 —

 

 

 —

 

 

709,030

Total revenue

 

18,159,919

 

 

1,708,022

 

 

2,242,417

 

 

22,110,358

Expenses

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

499,329

 

 

37,992

 

 

104,829

 

 

642,150

Property operating

 

24,720

 

 

 —

 

 

 —

 

 

24,720

General and administrative

 

820,522

 

 

 —

 

 

 —

 

 

820,522

Acquisition-related

 

379,988

 

 

 —

 

 

147,077

 

 

527,065

Amortization

 

4,452,068

 

 

432,713

 

 

497,890

 

 

5,382,671

Impairments

 

258,834

 

 

 —

 

 

 —

 

 

258,834

Total expenses

 

6,435,461

 

 

470,705

 

 

749,796

 

 

7,655,962

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(6,202,788)

 

 

(756,469)

 

 

(872,590)

 

 

(7,831,847)

Loss on early extinguishment of debt

 

(2,905,259)

 

 

 —

 

 

 —

 

 

(2,905,259)

Realized loss on derivatives

 

(213,181)

 

 

 —

 

 

 —

 

 

(213,181)

Unrealized loss on derivatives

 

(571,359)

 

 

(16,751)

 

 

(55,371)

 

 

(643,481)

Other income and expenses

 

(9,892,587)

 

 

(773,220)

 

 

(927,961)

 

 

(11,593,768)

Net income

$

1,831,871

 

$

464,097

 

$

564,660

 

$

2,860,628

Less: Net income attributable to Predecessor

 

4,530,219

 

 

464,097

 

 

564,660

 

 

5,558,976

Net loss attributable to partners

$

(2,698,348)

 

$

 —

 

$

 —

 

$

(2,698,348)

F-19


 

Statement of operations for the year ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Revenue

 

    

 

 

    

 

 

    

 

 

    

Rental revenue

$

14,012,109

 

$

1,505,912

 

$

1,138,849

 

$

16,656,870

Interest income on receivables

 

742,185

 

 

 —

 

 

 —

 

 

742,185

Total revenue

 

14,754,294

 

 

1,505,912

 

 

1,138,849

 

 

17,399,055

Expenses

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

450,462

 

 

35,100

 

 

59,346

 

 

544,908

Property operating

 

6,454

 

 

 —

 

 

 —

 

 

6,454

General and administrative

 

722,601

 

 

 —

 

 

 —

 

 

722,601

Acquisition-related

 

865,543

 

 

8,958

 

 

219,447

 

 

1,093,948

Amortization

 

3,791,440

 

 

393,453

 

 

279,231

 

 

4,464,124

Impairments

 

1,005,478

 

 

 —

 

 

 —

 

 

1,005,478

Total expenses

 

6,841,978

 

 

437,511

 

 

558,024

 

 

7,837,513

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,345,755)

 

 

(737,518)

 

 

(323,480)

 

 

(5,406,753)

Unrealized gain on derivatives

 

1,279,176

 

 

213,865

 

 

 —

 

 

1,493,041

Other income and expenses

 

(3,066,579)

 

 

(523,653)

 

 

(323,480)

 

 

(3,913,712)

Net income

$

4,845,737

 

$

544,748

 

$

257,345

 

$

5,647,830

 

Statement of operations for the year ended December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Revenue

 

    

 

 

    

 

 

    

 

 

    

Rental revenue

$

6,483,815

 

$

1,169,841

 

$

53,450

 

$

7,707,106

Interest income on receivables

 

356,348

 

 

 —

 

 

 —

 

 

356,348

Total revenue

 

6,840,163

 

 

1,169,841

 

 

53,450

 

 

8,063,454

Expenses

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

211,329

 

 

33,962

 

 

3,260

 

 

248,551

Property operating

 

26,267

 

 

 —

 

 

 —

 

 

26,267

General and administrative

 

191,293

 

 

 —

 

 

 —

 

 

191,293

Acquisition-related

 

1,118,648

 

 

84,568

 

 

205,061

 

 

1,408,277

Amortization

 

1,452,015

 

 

263,933

 

 

22,767

 

 

1,738,715

Impairments

 

183,271

 

 

 —

 

 

 —

 

 

183,271

Total expenses

 

3,182,823

 

 

382,463

 

 

231,088

 

 

3,796,374

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(1,476,207)

 

 

(481,627)

 

 

 —

 

 

(1,957,834)

Unrealized loss on derivatives

 

(1,016,716)

 

 

(210,148)

 

 

 —

 

 

(1,226,864)

Other income and expenses

 

(2,492,923)

 

 

(691,775)

 

 

 —

 

 

(3,184,698)

Net income (loss)

$

1,164,417

 

$

95,603

 

$

(177,638)

 

$

1,082,382

 

F-20


 

Balance Sheet as of September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

 

The Partnership

 

results of the

 

results of the

 

and the

 

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

 

November 5, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

6,977,145

 

$

635,741

 

$

649,898

 

$

8,262,784

Real property interests

 

 

290,301,565

 

 

22,729,545

 

 

31,120,542

 

 

344,151,652

Total land and real property interests

 

 

297,278,710

 

 

23,365,286

 

 

31,770,440

 

 

352,414,436

Accumulated amortization of real property interest

 

 

(10,390,300)

 

 

(991,745)

 

 

(1,005,755)

 

 

(12,387,800)

Land and net real property interests

 

 

286,888,410

 

 

22,373,541

 

 

30,764,685

 

 

340,026,636

Investments in receivables, net

 

 

8,305,178

 

 

 —

 

 

 —

 

 

8,305,178

Cash and cash equivalents

 

 

273,090

 

 

 —

 

 

 —

 

 

273,090

Rent receivables, net

 

 

741,504

 

 

22

 

 

22,217

 

 

763,743

Due from Landmark and affiliates

 

 

2,111,822

 

 

 —

 

 

 —

 

 

2,111,822

Deferred loan cost, net

 

 

2,976,610

 

 

273,170

 

 

766,760

 

 

4,016,540

Deferred rent receivable

 

 

499,139

 

 

5,027

 

 

174,602

 

 

678,768

Other intangible assets, net

 

 

8,099,980

 

 

494,461

 

 

766,043

 

 

9,360,484

Other assets

 

 

150,433

 

 

 —

 

 

 —

 

 

150,433

Total assets

 

$

310,046,166

 

$

23,146,221

 

$

32,494,307

 

$

365,686,694

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

164,500,000

 

$

 —

 

$

 —

 

$

164,500,000

Secured debt facilities

 

 

 —

 

 

15,175,137

 

 

24,529,851

 

 

39,704,988

Accounts payable and accrued liabilities

 

 

505,729

 

 

49,639

 

 

79,956

 

 

635,324

Other intangible liabilities, net

 

 

10,742,540

 

 

643,800

 

 

772,661

 

 

12,159,001

Prepaid rent

 

 

2,617,307

 

 

138,725

 

 

283,925

 

 

3,039,957

Derivative liabilities

 

 

2,218,717

 

 

99,899

 

 

82,261

 

 

2,400,877

Total liabilities

 

 

180,584,293

 

 

16,107,200

 

 

25,748,654

 

 

222,440,147

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

129,461,873

 

 

7,039,021

 

 

6,745,653

 

 

143,246,547

Total liabilities and equity

 

$

310,046,166

 

$

23,146,221

 

$

32,494,307

 

$

365,686,694

F-21


 

Balance Sheet as of December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

 

The Partnership

 

results of the

 

results of the

 

and the

 

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

    

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

5,924,294

 

$

635,741

 

$

649,898

 

$

7,209,933

Real property interests

 

 

231,561,354

 

 

22,729,545

 

 

31,120,542

 

 

285,411,441

Total land and real property interests

 

 

237,485,648

 

 

23,365,286

 

 

31,770,440

 

 

292,621,374

Accumulated amortization of real property interest

 

 

(7,135,676)

 

 

(710,517)

 

 

(661,191)

 

 

(8,507,384)

Land and net real property interests

 

 

230,349,972

 

 

22,654,769

 

 

31,109,249

 

 

284,113,990

Investments in receivables, net

 

 

8,665,274

 

 

 —

 

 

 —

 

 

8,665,274

Cash and cash equivalents

 

 

311,108

 

 

 —

 

 

 —

 

 

311,108

Rent receivables, net

 

 

123,767

 

 

15,419

 

 

72,829

 

 

212,015

Due from Landmark and affiliates

 

 

659,722

 

 

 —

 

 

 —

 

 

659,722

Deferred loan cost, net

 

 

3,985,227

 

 

421,137

 

 

913,729

 

 

5,320,093

Deferred rent receivable

 

 

344,162

 

 

3,975

 

 

135,501

 

 

483,638

Other intangible assets, net

 

 

6,101,048

 

 

562,580

 

 

866,223

 

 

7,529,851

Other assets

 

 

399,222

 

 

 —

 

 

 —

 

 

399,222

Total assets

 

$

250,939,502

 

$

23,657,880

 

$

33,097,531

 

$

307,694,913

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

74,000,000

 

$

 —

 

$

 —

 

$

74,000,000

Secured debt facilities

 

 

29,707,558

 

 

16,064,777

 

 

25,009,670

 

 

70,782,005

Accounts payable and accrued liabilities

 

 

141,508

 

 

54,002

 

 

83,948

 

 

279,458

Other intangible liabilities, net

 

 

8,938,034

 

 

730,906

 

 

855,874

 

 

10,524,814

Prepaid rent

 

 

2,029,542

 

 

161,034

 

 

349,491

 

 

2,540,067

Derivative liabilities

 

 

308,899

 

 

13,034

 

 

55,371

 

 

377,304

Total liabilities

 

 

115,125,541

 

 

17,023,753

 

 

26,354,354

 

 

158,503,648

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

135,813,961

 

 

6,634,127

 

 

6,743,177

 

 

149,191,265

Total liabilities and equity

 

$

250,939,502

 

$

23,657,880

 

$

33,097,531

 

$

307,694,913

 

F-22


 

Balance Sheet as of December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

 

The Partnership

 

results of the

 

results of the

 

and the

 

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

    

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

2,599,745

 

$

635,741

 

$

118,633

 

$

3,354,119

Real property interests

 

 

210,709,364

 

 

19,719,254

 

 

21,331,516

 

 

251,760,134

Total land and real property interests

 

 

213,309,109

 

 

20,354,995

 

 

21,450,149

 

 

255,114,253

Accumulated amortization of real property interest

 

 

(3,347,829)

 

 

(346,049)

 

 

(248,354)

 

 

(3,942,232)

Land and net real property interests

 

 

209,961,280

 

 

20,008,946

 

 

21,201,795

 

 

251,172,021

Investments in receivables, net

 

 

9,085,281

 

 

 —

 

 

 —

 

 

9,085,281

Cash and cash equivalents

 

 

1,037,327

 

 

 —

 

 

 —

 

 

1,037,327

Rent receivables, net

 

 

144,771

 

 

819

 

 

6,697

 

 

152,287

Due from Landmark and affiliates

 

 

648,701

 

 

 —

 

 

 —

 

 

648,701

Deferred loan cost, net

 

 

4,218,770

 

 

524,306

 

 

575,409

 

 

5,318,485

Deferred rent receivable

 

 

191,488

 

 

2,572

 

 

40,185

 

 

234,245

Derivative assets

 

 

455,561

 

 

3,717

 

 

 —

 

 

459,278

Other intangible assets, net

 

 

5,611,105

 

 

568,063

 

 

697,337

 

 

6,876,505

Total assets

 

$

231,354,284

 

$

21,108,423

 

$

22,521,423

 

$

274,984,130

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

 

Secured debt facilities

 

$

114,280,724

 

$

13,772,601

 

$

11,581,885

 

$

139,635,210

Accounts payable and accrued liabilities

 

 

945,664

 

 

69,834

 

 

21,332

 

 

1,036,830

Due to Landmark and affiliates

 

 

583,689

 

 

 —

 

 

 —

 

 

583,689

Other intangible liabilities, net

 

 

7,863,355

 

 

705,415

 

 

544,741

 

 

9,113,511

Prepaid rent

 

 

1,762,792

 

 

135,746

 

 

169,617

 

 

2,068,155

Derivative liabilities

 

 

193,101

 

 

 —

 

 

 —

 

 

193,101

Total liabilities

 

 

125,629,325

 

 

14,683,596

 

 

12,317,575

 

 

152,630,496

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

105,724,959

 

 

6,424,827

 

 

10,203,848

 

 

122,353,634

Total liabilities and equity

 

$

231,354,284

 

$

21,108,423

 

$

22,521,423

 

$

274,984,130

 

Summarized cash flows for the nine months ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

November 5, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Net cash provided by operating activities

$

6,776,469

 

$

788,215

 

$

1,028,118

 

$

8,592,802

Net cash used in investing activities

 

(93,341,094)

 

 

 —

 

 

 —

 

 

(93,341,094)

Net cash provided by (used in) financing activities

 

86,526,607

 

 

(788,215)

 

 

(1,028,118)

 

 

84,710,274

 

Summarized cash flows for the nine months ended September 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

November 5, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Net cash provided by operating activities

$

7,352,576

 

$

726,459

 

$

923,693

 

$

9,002,728

Net cash used in investing activities

 

(1,894,976)

 

 

(2,955,000)

 

 

(10,210,230)

 

 

(15,060,206)

Net cash provided by (used in) financing activities

 

(6,017,658)

 

 

2,228,541

 

 

9,286,536

 

 

5,497,419

F-23


 

 

Summarized cash flows for the year ended December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Net cash provided by operating activities

$

11,206,251

 

$

997,348

 

$

1,372,755

 

$

13,576,354

Net cash used in investing activities

 

(5,546,342)

 

 

(2,955,000)

 

 

(10,210,230)

 

 

(18,711,572)

Net cash provided by (used in) financing activities

 

(6,386,128)

 

 

1,957,652

 

 

8,837,475

 

 

4,408,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summarized cash flows for the year ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Net cash provided by operating activities

$

9,633,574

 

$

831,197

 

$

700,679

 

$

11,165,450

Net cash used in investing activities

 

(27,809,401)

 

 

 —

 

 

(11,731,809)

 

 

(39,541,210)

Net cash provided by (used in) financing activities

 

(6,034,983)

 

 

(831,197)

 

 

11,031,130

 

 

4,164,950

 

Summarized cash flows for the year ended December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition

 

Pre-Acquisition

 

The Partnership

 

The Partnership

 

results of the

 

results of the

 

and the

 

(As Previously Reported

 

Fund C

 

Fund F

 

Acquired Funds

 

December 2, 2015)

 

Acquisition

 

Acquisition

 

(As Currently Reported)

Net cash provided by operating activities

$

3,934,976

 

$

806,764

 

$

(93,397)

 

$

4,648,343

Net cash used in investing activities

 

(63,953,318)

 

 

(5,657,002)

 

 

(7,457,466)

 

 

(77,067,786)

Net cash provided by financing activities

 

85,107,920

 

 

4,850,238

 

 

7,550,863

 

 

97,509,021

 

 

4. Real Property Interests

The following summarizes the Combined Entities’ real property interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2015

 

2014

 

2013

 

Land

    

$

8,262,784

    

$

7,209,933

    

$

3,354,119

 

Real property interests – perpetual

 

 

85,756,805

 

 

75,926,262

 

 

68,728,763

 

Real property interests – non-perpetual

 

 

258,394,847

 

 

209,485,179

 

 

183,031,371

 

Total land and real property interests

 

 

352,414,436

 

 

292,621,374

 

 

255,114,253

 

Accumulated amortization

 

 

(12,387,800)

 

 

(8,507,384)

 

 

(3,942,232)

 

Land and net real property interests

 

$

340,026,636

 

$

284,113,990

 

$

251,172,021

 

 

The Partnership completed the acquisitions as described in Note 3, Acquisitions. The Partnership paid total consideration of $169.7 million during the nine months ended September 30, 2015. The acquisitions are deemed to be transactions between entities under common control, which requires the assets and liabilities to be transferred at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. During the nine months ending September 30, 2015, the differences totaling $44.1 million between the total consideration of $169.7 million and the historical cost basis of $125.6 million were allocated to the General Partner. Additionally, Partnership paid a total consideration of approximately $74.8 million for the November 19, 2015 acquisitions described in Note 1 and 3 for the Fund Acquisitions. The differences of approximately $19.8 million

F-24


 

between the total consideration of $74.8 million and the historical cost basis of $55.0 million will be allocated to the General Partner. The Partnership finalized the purchase price allocations for the March 2015, April 2015, July 2015, and August 2015 acquisitions during the three months ended September 30, 2015. As a result of additional information about facts and circumstances that existed at the Sponsor acquisition date related to the March 2015 and April 2015 acquisitions, it recorded changes for the final purchase price allocation during the three months ended in accordance with ASU 2015-16. For the three months ended September 30, 2015, we recorded $30,183 of amortization of above- and below-market lease intangibles included as an increase to rental income related to the year ended December 31, 2014 for the March 2015 and April 2015 acquisitions.

The following table summarizes the preliminary allocations for the September 21, 2015 and both November 19, 2015 acquisitions and final allocations for the remaining acquisitions of estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Investments in real

    

In-place lease

    

Above-market

    

Below-market

    

Total purchase

 

Year

 

Land

 

property interests

 

intangibles

 

lease intangibles

 

lease intangibles

 

price

 

2014(1)

 

$

 —

 

$

5,482,055

 

$

152,067

 

$

 —

 

$

(249,612)

 

$

5,384,510

 

2013(1)

 

 

1,301,916

 

 

29,419,297

 

 

1,033,601

 

 

48,845

 

 

(1,497,400)

 

 

30,306,259

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired Assets 2015(2)

 

 

2,369,474

 

 

62,004,561

 

 

1,799,934

 

 

1,382,316

 

 

(3,763,279)

 

 

63,793,006

 

Acquired Assets 2014(2)

 

 

2,539,191

 

 

29,179,701

 

 

887,274

 

 

597,279

 

 

(1,527,346)

 

 

31,676,099

 

Acquired Assets 2013(2)

 

 

823,260

 

 

41,348,431

 

 

1,199,638

 

 

343,129

 

 

(1,562,855)

 

 

42,151,603

 


(1)

Acquisitions as included within the Contributing Landmark Funds.

(2)

Represents prior-period financial information retroactively adjusted for Acquisitions made under common control and the Acquired Funds. See Note 1 and 3 for additional information.

The following unaudited pro forma consolidated results of operations assume that the acquisitions were completed as of January 1, 2013. These unaudited pro forma results have been prepared for comparative purposes only.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Year Ended December 31,

 

 

2015

 

2014

 

2014

 

2013

Revenue

 

$

22,253,132

 

$

21,380,394

 

$

28,507,192

 

$

27,794,512

Net income (loss)

 

 

(1,935,530)

 

 

4,763,582

 

 

6,351,442

 

 

5,638,763

Net income (loss) per limited partner unit:

 

 

 

 

 

 

 

 

 

 

 

 

Common units – basic and diluted

 

$

(0.01)

 

 

n/a

 

$

0.15

 

 

n/a

Subordinated units – basic and diluted

 

 

(0.21)

 

 

n/a

 

 

0.15

 

 

n/a

 

Future estimated aggregate amortization of real property interests for each of the five succeeding fiscal years and thereafter as of December 31, 2014, are as follows:

 

 

 

 

 

2015

    

$

4,836,941

2016

 

 

4,836,941

2017

 

 

4,836,941

2018

 

 

4,834,348

2019

 

 

4,832,155

Thereafter

 

 

176,800,469

Total

 

$

200,977,795

 

The weighted average remaining amortization period for non‑perpetual real property interests is 49, 50 and 51 years at September 30, 2015, December 31, 2014 and 2013, respectively.

F-25


 

 During the nine months ended September 30, 2015 and the years ended December 31, 2014 and 2013, eighteen, two and six of the Partnership’s real property interests were impaired as a result of termination notices received and one property foreclosure. During nine months ended September 30, 2014, one of the Partnership’s real property interests was impaired as a result of a termination notice received. As a result of T‑Mobile’s acquisition of MetroPCS (completed in 2013), we have received termination notices related to 23 MetroPCS tenant sites, two of which have subsequently been rescinded. As of September 30, 2015, the majority of the MetroPCS tenant sites where we have received termination notices have been vacated.  As a result of all termination notices received we determined that thirteen real property interests were impaired during the nine months ending September 30, 2015 and recognized impairment charges totaling $2.9 million. Impairment of $0.7 million related to a foreclosure notice was received effective March 26, 2015. During the nine months ended September 30, 2015 and 2014, we recognized impairment charges totaling $3.6 million and $8,450, respectively and during the years ended December 31, 2014, 2013, and 2012 we recognized impairment charges totaling $0.3 million, $1.0 million, and $0.2 million. During the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014 and 2012, the carrying value of each real property interest were determined to have a fair value of zero with the remaining lease intangibles amortized over the remaining lease life. For the year ended December 31, 2013, the carrying value of each real property interest were determined to have a fair value of $149,555 with the remaining lease intangibles amortized over the remaining lease life.

 

5. Other Intangible Assets and Liabilities

The following summarizes our identifiable intangible assets, including above/below‑market lease intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2015

 

2014

 

2013

 

Acquired in-place lease

    

 

    

    

 

    

    

 

    

 

Gross amount

 

$

9,396,660

 

$

7,640,351

 

$

6,628,824

 

Accumulated amortization

 

 

(2,293,151)

 

 

(1,437,382)

 

 

(648,963)

 

Net amount

 

$

7,103,509

 

$

6,202,969

 

$

5,979,861

 

Acquired above-market leases

 

 

 

 

 

 

 

 

 

 

Gross amount

 

$

3,191,725

 

$

1,963,504

 

$

1,220,688

 

Accumulated amortization

 

 

(934,750)

 

 

(636,622)

 

 

(324,044)

 

Net amount

 

$

2,256,975

 

$

1,326,882

 

$

896,644

 

Total Other Intangible Assets, net

 

$

9,360,484

 

$

7,529,851

 

$

6,876,505

 

Acquired below-market leases

 

 

 

 

 

 

 

 

 

 

Gross amount

 

$

(15,519,478)

 

$

(12,659,658)

 

$

(10,087,779)

 

Accumulated amortization

 

 

3,360,477

 

 

2,134,844

 

 

974,268

 

Total Other Intangible Liabilities, net

 

$

(12,159,001)

 

$

(10,524,814)

 

$

(9,113,511)

 

 

The Combined Entities recorded net amortization of above and below‑market lease intangibles of $967,958 and $619,062 as an increase to rental revenue for the nine months ended September 30, 2015 and 2014, respectively, and $847,998, $630,801, and $271,334 for the years ended December 31, 2014, 2013, and 2012, respectively. The Combined Entities recorded amortization of in‑place lease intangibles of $871,935 and $580,516 as amortization expense for the nine months ended September 30, 2015 and 2014, respectively, and $793,926, $621,330 and $325,783 for the years ended December 31, 2014, 2013, and 2012, respectively.

F-26


 

Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of December 31, 2014 follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Acquired

    

Acquired

    

Acquired

 

 

 

in-place

 

above-market

 

below-market

 

 

 

leases

 

leases

 

leases

 

2015

 

$

815,355

 

$

304,876

 

$

(1,295,078)

 

2016

 

 

785,080

 

 

237,633

 

 

(1,265,438)

 

2017

 

 

747,967

 

 

169,143

 

 

(1,227,329)

 

2018

 

 

718,813

 

 

114,629

 

 

(1,219,304)

 

2019

 

 

692,237

 

 

99,107

 

 

(1,176,413)

 

Thereafter

 

 

2,443,517

 

 

401,494

 

 

(4,341,252)

 

Total

 

$

6,202,969

 

$

1,326,882

 

$

(10,524,814)

 

 

6. Future Minimum Rents

At December 31, 2014, future minimum receipts from tenants on leases with non‑cancellable terms, including cancellable leases where the tenant is economically compelled to extend the lease term, for each of the next five years and thereafter are as follows:

 

 

 

 

 

 

2015

    

$

2,808,032

 

2016

 

 

3,199,610

 

2017

 

 

3,197,177

 

2018

 

 

3,114,037

 

2019

 

 

2,997,427

 

Thereafter

 

 

28,804,961

 

Total

 

$

44,121,244

 

 

7. Investments in Receivables

As a result of the transfer of investments in receivables from the Contributing Landmark Funds to the Partnership, which met the conditions to be accounted for as a sale in accordance with ASC 860, Transfers and Servicing, the investments in receivables were recorded at their estimated fair value as of November 19, 2014 using a 8.75% discount rate. The receivables are unsecured with payments collected over periods ranging from 2 to 29 years.  Interest income recognized on the receivables totaled $605,180 and $522,994 during the nine months ending September 30, 2015 and 2014, respectively, and $709,030, $742,185, and $356,348 during the years ended December 31, 2014, 2013, and 2012, respectively.

F-27


 

The following table reflects the activity in investments in receivables:

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

 

2013

Investments in receivables – beginning

    

$

8,665,274

    

$

9,085,281

    

$

9,743,976

Acquisitions

 

 

130,200

 

 

 —

 

 

 —

Fair value adjustment

 

 

11,862

 

 

284,294

 

 

 —

Impairments

 

 

 —

 

 

(4,465)

 

 

(25,304)

Repayments

 

 

(523,608)

 

 

(751,735)

 

 

(702,368)

Interest accretion

 

 

21,450

 

 

51,899

 

 

68,977

Investments in receivables – ending

 

$

8,305,178

 

$

8,665,274

 

$

9,085,281

 

Annual amounts due as of December 31, 2014, are as follows:

 

 

 

 

 

2015

    

$

1,368,772

 

2016

 

 

1,430,049

 

2017

 

 

1,561,423

 

2018

 

 

1,377,750

 

2019

 

 

893,149

 

Thereafter

 

 

6,637,990

 

Total

 

$

13,269,133

 

Interest

 

$

4,603,859

 

Principal

 

 

8,665,274

 

Total

 

$

13,269,133

 

 

 

 

8. Debt

At the close of the IPO, November 19, 2014, we amended and restated the Fund A and Fund D secured debt facilities as a new $190.0 million senior secured revolving credit facility, which we refer to as our “revolving credit facility,” with SunTrust Bank, as administrative agent, and a syndicate of lenders. Our revolving credit facility will mature on the fifth anniversary of the closing date of the IPO, November 19, 2019, and is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes, including distributions. On June 3, 2015, the Partnership exercised its option to increase the available commitments under its revolving credit facility for an additional $60.0 million, resulting in aggregate commitments of $250.0 million. Substantially all of our assets, excluding equity in and assets of certain joint ventures and unrestricted subsidiaries, after‑acquired real property (other than real property that is acquired from affiliate funds and is subject to a mortgage), and other customary exclusions, are pledged as collateral under our revolving credit facility. Our revolving credit facility contains various covenants and restrictive provisions.

In addition, our revolving credit facility contains events of default customary for transactions of this nature, including, but not limited to (i) event of default resulting from our failure or the failure of our restricted subsidiaries to comply with covenants and financial ratios, (ii) the occurrence of a change of control (as defined in the credit agreement), (iii) the institution of insolvency or similar proceedings against us or our restricted subsidiaries, (iv) the occurrence of a default under any other material indebtedness (as defined in the credit agreement) we or our restricted subsidiaries may have and (v) any one or more collateral documents ceasing to create a valid and perfected lien on collateral (as defined in the credit agreement). Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the credit agreement, the lenders may declare any outstanding principal of our revolving credit facility debt, together with accrued and unpaid interest, to be immediately due and payable and may exercise the other remedies set forth or referred to in the credit agreement and the other loan documents.

F-28


 

Loans under the revolving credit facility bear interest at our option at a variable rate per annum equal to either:

·

a base rate, which will be the highest of (i) the administrative agent’s prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 0.50%, and (iii) an adjusted one month LIBOR plus 1.0%, in each case, plus an applicable margin of 1.50%; or

·

an adjusted one month LIBOR plus an applicable margin of 2.50%.

Additionally, under the revolving credit facility we will be subject to a 25 basis points annual commitment fee associated with the available undrawn capacity subject to certain restrictions.

At September 30, 2015, $164.5 million was outstanding and there was $85.5 million of undrawn borrowing capacity, subject to compliance with certain covenants, under our revolving credit facility.

The revolving credit facility requires monthly interest payments and the outstanding debt balance due upon maturity on November 19, 2019.  Our revolving credit facility requires compliance with certain financial covenants. As of September 30, 2015, the Partnership was in compliance with all financial covenants.

The Combined Entities incurred interest expense of $6,070,326 and $5,502,771, for the nine months ended September 30, 2015 and 2014 and $7,831,847, $5,406,753, and $1,957,834 of interest expense for the years ended December 31, 2014, 2013 and 2012, respectively. At September 30, 2015 and December 31, 2014 and 2013, the Combined Entities had interest payable of $176,097, $43,905 and $94,905, respectively. The Combined Entities recorded deferred loan costs amortization, which is included in interest expense, of $1,100,006 and $1,138,729, for the nine months ended September 30, 2015 and 2014, and $1,545,605, $1,107,771, and $350,258 for the years ended December 31, 2014, 2013, and 2012, respectively. 

In connection with the amended and restated credit facility, the Partnership recorded a loss of $2,905,259 on early extinguishment of debt related to unamortized loan costs for the secured debt facilities prior to the amendment and restatement at the close of the IPO.

Prior-period financial information of the Partnership has been retroactively adjusted to include the secured debt facility held by Fund E, as the facility was secured by all of Fund E’s assets, prior to the August 18, 2015 acquisition by the Partnership. As of December 31, 2014, the Fund E secured debt facility had an outstanding balance of $29,707,558. Prior-period information has been retroactively adjusted to include interest expense related to the Fund E debt credit facility of $914,766, $877,888, $1,218,734 and $505,396 for the nine months ended September 30, 2015 and 2014 and for the years ended December 31, 2014 and 2013, respectively. Additionally, deferred loan costs amortization, which is included in interest expense, has been retroactively adjusted to include $243,723 and $190,338 for the nine months ended September 30, 2015 and 2014 and $271,732 and $92,915 for the years ended December 31, 2014 and 2013, respectively. In connection with the August 18, 2015 acquisition of Fund E, $29,219,806 was used to repay Fund E’s secured indebtedness. At the time of acquisition in 2015, the unamortized balance of the deferred loan costs of $902,625 related to the Fund E secured debt facility was recorded as a loss on early extinguishment of debt.

As of September 30, 2015, the Fund C and Fund F secured debt facilities had an outstanding balance of $15,175,137 and $24,529,851, respectively, and as of December 31, 2014 had an outstanding balance of $16,064,777 and $25,009,670, respectively. Interest expense related to the Acquired Funds’ secured debt facilities was $1,574,942 and $1,124,076, for the nine months ended September 30, 2015 and 2014 and $1,629,059, $1,060,998, and $481,627 for the years ended December 31, 2014, 2013, and 2012, respectively. Additionally, deferred loan costs amortization, which is included in interest expense, related to the Acquired Funds was $377,317 and $285,136 for the nine months ended September 30, 2015 and 2014 and $409,555, $263,504, and $95,804 for the years ended December 31, 2014, 2013 and 2012, respectively.

F-29


 

In connection with the November 19, 2015 acquisitions of Fund C and Fund F, $15.1 million and $24.5 million was used to repay Fund C’s and Fund F’s secured indebtedness. At the time of acquisition, the unamortized balance of the deferred loan costs of $0.2 million and $0.7 million related to the Fund C and Fund F secured debt facilities was recorded as a loss on early extinguishment of debt.

9. Interest Rate Swap Agreements

Effective December 24, 2014, we entered into an interest rate swap agreement with a notional amount of $70,000,000 to fix the floating interest rate on borrowings under our revolving credit facility over a four-year period at an effective rate of 4.02%. On February 5, 2015, the Partnership swapped an additional $25,000,000 of the floating rate on its revolving facility at an effective rate of 3.79% over a four-year period beginning April 13, 2015. On August 24, 2015, the Partnership entered into an additional interest rate swap agreement with a notional amount of $50,000,000 to fix the floating interest rate at an effective rate of 4.24% over a seven-year period beginning October 1, 2015

In connection with the formation transactions, the Contributing Landmark Funds terminated early Fund A and Fund D interest rate swaps. As a result of early termination, the Contributing Landmark Funds recognized a realized loss on interest rate swaps of $213,181.

Effective February 4, 2014, Fund E entered into an interest rate swap agreement with a notional amount of $12,500,000 to fix the floating interest rate on borrowings under its secured debt facility period at an effective rate of 3.74%. The Fund E interest rate swap agreement was terminated in connection with the repayment of Fund E’s secured indebtedness as a result of the Partnership’s August 18, 2015 acquisition.

Effective November 5, 2012, Fund C entered into an interest rate swap agreement with a notional amount of $13,240,301 to fix the floating interest rate on borrowings under its secured debt facility over a five-year period at an effective rate of 3.99%. Effective October 23, 2014, Fund F entered into an interest rate swap agreement with a notional amount of $17,489,457 to fix the floating interest rate on borrowings under its secured debt facility over a two-year period at an effective rate of 4.11%.  The Fund C and Fund F interest rate swap agreements were terminated for a loss of $64,920 and $66,627 in connection with the repayment of Funds’ secured indebtedness as a result of the Partnership’s November 19, 2015 acquisitions.

The following table summarizes the terms and fair value of the interest rate swap agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Asset (Liability) at

 

Notional

 

Fixed

 

Effective

 

Maturity

 

September 30,

 

December 31,

 

December 31,

 

Value

 

Rate

 

Date

 

Date

 

2015

 

2014

 

2013

 

$
25,631,841

    

3.91

%

8/29/2012

    

8/29/2016

    

$

 —

    

$

 —

    

$

(193,101)

 

44,410,270

 

4.16

 

8/1/2012

 

5/31/2018

 

 

 —

 

 

 —

 

 

381,621

 

20,469,463

 

4.28

 

11/1/2013

 

5/31/2018

 

 

 —

 

 

 —

 

 

73,940

 

13,240,301

 

3.99

 

11/5/2012

 

6/30/2017

 

 

(99,899)

 

 

(13,033)

 

 

3,717

 

17,489,457

 

4.11

 

10/23/2014

 

10/23/2016

 

 

(82,261)

 

 

(55,372)

 

 

 

70,000,000

 

4.02

 

12/24/2014

 

12/24/2018

 

 

(1,353,127)

 

 

(289,808)

 

 

 

12,500,000

 

3.74

 

2/4/2014

 

1/31/2016

 

 

 —

 

 

(19,091)

 

 

 —

 

25,000,000

 

3.79

 

4/13/2015

 

4/13/2019

 

 

(280,598)

 

 

 —

 

 

 —

 

50,000,000

 

4.24

 

10/1/2015

 

10/1/2022

 

 

(584,992)

 

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

$

(2,400,877)

 

$

(377,304)

 

$

266,177

 

 

During the nine months ended September 30, 2015 and 2014, the Combined Entities recorded a loss of $2,023,572, and $6,393, respectively, and for the years ended December 31, 2014, 2013 and 2012, the Combined Entities recorded a loss of $643,481, a gain of $1,493,041 and a loss of $1,226,864 resulting from the change in fair value of the interest rate swap agreements which is reflected as an unrealized gain (loss) on derivatives on the consolidated and combined statements of income.

F-30


 

The fair value of the interest rate swap agreement is derived based on Level 2 inputs. To illustrate the effect of movements in the interest rate market, the Partnership performed a market sensitivity analysis on its outstanding interest rate swap agreement. The Partnership applied various basis point spreads to the underlying interest rate curve of the derivative in order to determine the instruments’ change in fair value at September 30, 2015. The following table summarizes the results of the analysis performed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effects of Change in Interest Rates

Date Entered (1)

 

Maturity Date

 

+50 Basis Points

 

-50 Basis Points

 

+100 Basis Points

 

-100 Basis Points

December 2014

 

12/24/2018

 

$

(313,735)

 

$

(2,485,124)

 

$

757,714

 

$

(3,439,361)

February 2015

 

4/13/2019

 

 

134,725

 

 

(717,860)

 

 

555,361

 

 

(1,098,235)

August 2015

 

10/1/2022

 

 

997,634

 

 

(2,310,667)

 

 

2,569,936

 

 

(3,930,503)

(1)

The Fund E, Fund C and Fund F interest rate swap agreements have been excluded from this analysis as the agreements were terminated in connection with the repayment of the secured indebtedness as a result of the Partnership’s August 18, 2015 and November 19, 2015 acquisitions.

10. Unit-Based Compensation 

Compensation of our Directors

The Non-Employee Director Compensation Plan provides each director that is neither an officer of the General Partner nor an employee or an affiliate of the General Partner with annualized compensation consisting of $35,000 in cash, payable quarterly, an annual grant of Common Units valued at $35,000 and additional cash compensation for attending meetings of the board of directors of the General Partner or a committee thereof.  The chairman of the audit committee of the board of directors shall be entitled to additional annualized cash compensation of $10,000 and the chairman of any other committee of the board of directors, as may be established at any time, shall be entitled to an amount in cash as determined by the board of directors.  

Our Long‑Term Incentive Plan

In connection with the IPO, the board of directors of the General Partner adopted the Landmark Infrastructure Partners LP 2014 Long-Term Incentive Plan (the “LTIP”). The LTIP provides for the grant, from time to time at the discretion of the board of directors of the general partner or any committee thereof that may be established for such purpose or by any delegate of the board of directors or such committee, subject to applicable law (the “plan administrator”), of equity-based awards. The purpose of the LTIP is to promote the interests of the Partnership and the General Partner by providing incentive compensation awards to individuals providing services to the Partnership or the General Partner to encourage superior performance.  The LTIP is also intended to enhance the ability of the Partnership and the General Partner to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and the General Partner and to encourage these individuals to devote their best efforts to advancing the business of the Partnership and the General Partner. The LTIP will initially limit the number of units that may be delivered pursuant to vested awards to 785,000 Common Units, subject to proportionate adjustment in the event of unit splits and similar events, with such amount increased annually on the first day of each calendar year beginning January 1, 2016 and ending on and including January 1, 2024 by a number of Common Units equal to the least of (i) 1,570,000 Common Units, (ii) 2% of the total number of common and subordinated units outstanding on the last day of the immediately preceding calendar year and (iii) such smaller number of Common Units as determined by the board of directors of the General Partner. Common Units subject to awards that are cancelled, forfeited, withheld to satisfy exercise prices or tax withholding obligations, or otherwise terminated without delivery of the Common Units will be available for delivery pursuant to other awards.

F-31


 

11. Equity

On November 19, 2014, the Partnership completed the initial public offering of 2,750,000 common units representing limited partner interests, including 100,000 units issued upon exercise of the underwriters’ over-allotment option. In addition, Landmark purchased from us of an additional 2,066,995 subordinated units for cash at the initial public offering price of our common units. The contribution by Fund A and Fund D to us of substantially all of their assets and liabilities, including their obligations under their secured debt facilities, in exchange for, in the aggregate, 1,952,665 common units, 1,068,114 subordinated units and a cash distribution of $59,667,292.  

We received $52,250,000 of gross proceeds from the sale of 2,750,000 common units and $39,272,905 gross proceeds from the sale of 2,066,995 subordinated units to Landmark at the initial offering price of $19.00. After deducting underwriting discounts, structuring fees, and other offering costs of $9,519,321, our net proceeds from the IPO were $82,003,584. We used the net proceeds from the IPO, together with the proceeds from our sale of subordinated units to Landmark, as follows:

·

to make a distribution of $59,667,292 to Fund A and D; and

 

·

to pay down $19,157,418 of outstanding indebtedness under our revolving credit facility, net of $2,907,382 in commitment fees and expenses under our revolving credit facility.

 

As a result of the formation transactions and the IPO, as of December 31, 2014 Landmark and its affiliates own (a) our general partner; (b) a 40% subordinated unit interest in us and; (c) all of the incentive distribution rights.

The table below summarizes changes in the number of units outstanding from December 31, 2014 through September 30, 2015 (in units):

 

 

 

 

 

 

 

 

 

Common

 

Subordinated

 

Total

Balance at December 31, 2014

 

4,702,665

 

3,135,109

 

7,837,774

Issuance of units in connection with the May 2015 offering

 

3,000,000

 

 —

 

3,000,000

Unit-based compensation awards

 

5,050

 

 —

 

5,050

Issuance of units in connection with the Fund E acquisition

 

1,998,852

 

 —

 

1,998,852

Balance at September 30, 2015

 

9,706,567

 

3,135,109

 

12,841,676

 

On May 20, 2015, the Partnership closed a public offering of an additional 3,000,000 common units representing limited partner interests in us at a price to the public of $16.75 per common unit, or $15.9125 per common unit net of the underwriter’s discount. We received net proceeds of $46.9 million after deducting the underwriter’s discount and offering expenses paid by us of $3.3 million. We used all proceeds to repay a portion of the borrowings under our revolving credit facility.

In connection with the August 18, 2015 acquisition, Partnership issued 1,998,852 common units representing limited partnership interests in it to Fund E as partial consideration for the transaction as described in Note 3, Acquisitions, which was then distributed to their respective members, including 171,737 common units to Landmark, as part of the fund’s liquidation. The common units were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.

Our partnership agreement provides that, during the subordination period (as defined in our partnership agreement), the common units have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per common unit, which amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed "subordinated" because for a period of time, referred to as the subordination

F-32


 

period, the subordinated units are not entitled to receive any distributions until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters. Furthermore, no arrearages will accrue or be payable on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the common units.

The table below summarizes the quarterly distributions related to our quarterly financial results:

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Declaration Date

 

Distribution Date

 

Distribution Per Unit

 

Total Distribution

December 31, 2014 (1)

 

January 26, 2015

 

February 13, 2015

 

$

0.1344

 

$

1,053,533

March 31, 2015

 

April 23, 2015

 

May 14, 2015

 

$

0.2975

 

$

2,332,038

June 30, 2015

 

July 21, 2015

 

August 14, 2015

 

$

0.3075

 

$

3,334,168

September 30, 2015 (2)

 

October 22, 2015

 

November 13, 2015

 

$

0.3175

 

$

4,077,232

 

 

 

 

 

 

 

 

 

 

 

(1)

This was the first distribution declared by the Partnership and corresponded to the minimum quarterly distribution of $0.2875 per unit, or $1.15 per unit annually. The amount was prorated for the 43-day period that the Partnership was public following the closing of its IPO on November 19, 2014. The distribution was paid on February 13, 2015, to unitholders of record as of February 6, 2015.

(2)

On October 22, 2015, the board of directors of our General Partner declared a quarterly cash distribution of $0.3175 per unit, or $1.27 per unit on an annualized basis, for the quarter ended September 30, 2015.  This distribution was paid on November 13, 2015 to unitholders of record as of November 3, 2015.

 

12. Net Income (Loss) Per Limited Partner Unit

Prior to the reorganization and the IPO in November 2014, the Partnership’s businesses were conducted through the Contributing Landmark Funds and the various assets collectively rather than a single entity. As such, there was no single capital structure which to calculate historical earnings per common unit information and earnings per common unit information has not been presented for historical periods prior to the IPO.

The following table includes the results of operations of our Predecessor from January 1, 2014 through November 18, 2014, of Landmark Infrastructure Partners LP for the period beginning November 19, 2014, the date the IPO was completed, through December 31, 2014 and of the Acquired Funds for the period beginning January 1, 2014 through December 31, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Landmark

 

 

 

 

 

 

Landmark

 

Infrastructure

 

 

 

Landmark

 

 

Infrastructure

 

Partners LP

 

Acquired

 

Infrastructure

 

 

Partners LP

 

Predecessor

 

Funds

 

Partners LP

 

 

Period From

 

Period From

 

Period From

 

 

 

 

November 19, 2014 to

 

January 1, 2014 to

 

January 1, 2014 to

 

Year Ended

 

 

December 31, 2014

 

November 18, 2014

 

December 31, 2014

 

December 31, 2014

Total revenue

 

$

1,680,771

 

$

16,479,148

 

$

3,950,439

 

$

22,110,358

Total expenses

 

 

(823,363)

 

 

(5,612,098)

 

 

(1,220,501)

 

 

(7,655,962)

Total other income and expenses

 

 

(3,555,756)

 

 

(6,336,831)

 

 

(1,701,181)

 

 

(11,593,768)

Net income (loss)

 

$

(2,698,348)

 

$

4,530,219

 

$

1,028,757

 

$

2,860,628

 

Net loss per limited partner unit is calculated only for the period subsequent to the IPO as no units were outstanding prior to the IPO. Landmark’s subordinated units and the General Partner’s incentive distribution rights meet the definition of a participating security and therefore we are required to compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net loss allocations used in the calculation of net loss per unit.

F-33


 

Net loss per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net loss, after deducting any General Partner incentive distributions, by the weighted-average number of outstanding common and subordinated units. Diluted net loss per unit includes the effects of potentially dilutive units on our common and subordinated units. Net income (loss) related to the Acquired Assets prior to the Partnership’s acquisition dates of each transaction is allocated to the General Partner.

As of September 30, 2015, the General Partner was not entitled to receive any incentive distributions based on current distributions. Therefore, net income available to the limited partner units has not been reduced.

The calculation of net loss per unit related to the Partnership for the nine months ended September 30, 2015 and for the year ended December 31, 2014 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2015

 

Year ended December 31, 2014

 

 

 

Common Units

 

Subordinated Units

 

Common Units

 

Subordinated Units

 

Net loss attributable to partners subsequent to initial public offering:

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution declared 

 

$

6,851,301

 

$

2,892,138

 

$

632,174

 

$

421,359

 

Undistributed net loss

 

 

(7,718,662)

 

 

(4,078,268)

 

 

(2,251,183)

 

 

(1,500,698)

 

Net loss attributable to partners

 

$

(867,361)

 

$

(1,186,130)

 

$

(1,619,009)

 

$

(1,079,339)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

6,500,519

 

 

3,135,109

 

 

4,702,665

 

 

3,135,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per limited partner unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.13)

 

$

(0.38)

 

$

(0.34)

 

$

(0.34)

 

 

 

13. Fair Value of Financial Instruments

The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Combined Entities’ financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transaction will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non‑orderly trades. The Combined Entities evaluate several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of assets and liabilities for which it is practicable to estimate the fair value:

Cash and cash equivalents, rent receivables, net accounts payable and accrued liabilities:  The carrying values of these balances approximate their fair values because of the short‑term nature of these instruments.

Revolving credit facility:  The fair value of the Partnership’s revolving credit facility is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan‑to‑value ratio, type of collateral and other credit enhancements. Additionally, since a quoted price in an active market is generally not available for the instrument or an identical instrument, the Partnership measures fair value using a valuation technique that is consistent with the principles of fair value measurement which typically considers what management believes is a market participant rate for a similar instrument. The Partnership classifies these inputs as Level 3 inputs.

Investments in receivables:  The Partnership’s Investments in receivables are presented in the accompanying combined balance sheets at their amortized cost net of recorded reserves and not at fair value. The fair values of the receivables were estimated using an internal valuation model that considered the expected cash flow of the receivables

F-34


 

and estimated yield requirements by market participants with similar characteristics, including remaining loan term, and credit enhancements. The Partnership classifies these inputs as Level 3 inputs.

Secured debt facilities:  The fair value of the Combined Entities’ secured debt facilities are estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan‑to‑value ratio, type of collateral and other credit enhancements. Additionally, since a quoted price in an active market is generally not available for the instrument or an identical instrument, the Partnership measures fair value using a valuation technique that is consistent with the principles of fair value measurement which typically considers what management believes is a market participant rate for a similar instrument. The Partnership classifies these inputs as Level 3 inputs.

Interest rate swap agreements:  The Combined Entities’ interest rate swap agreements are presented at fair value on the accompanying combined balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable and unobservable inputs. A majority of the inputs are observable with the only unobservable inputs relating to the lack of performance risk on the part of the Combined Entities or the counter party to the instrument. As such, the Combined Entities classify these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market‑based inputs, including the interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risk to the contracts, are incorporated in the fair values to account for potential nonperformance risk.

The table below summarizes the carrying amounts and fair values of financial instruments which are not carried at fair value on the face of the financial statements:

Disclosure

 

 

 

 

 

 

September 30, 2015

 

Carrying amount

 

Fair Value

Investment in receivables, net

$

8,305,178

    

$

8,385,612

Revolving credit facility

 

164,500,000

 

 

164,500,000

Secured debt facilities

 

39,704,988

 

 

39,704,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

2014

 

2013

 

 

Carrying amount

 

Fair Value

 

Carrying amount

 

Fair Value

 

Investment in receivables, net

$

8,665,274

    

$

8,665,274

    

$

9,085,281

    

$

9,085,281

 

Revolving credit facility

 

74,000,000

 

 

74,000,000

 

 

 —

 

 

 —

 

Secured debt facilities

 

70,782,005

 

 

70,782,005

 

 

139,635,210

 

 

139,635,210

 

 

 

 

Disclosure of the fair values of financial instruments is based on pertinent information available to the Partnership as of the period end and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Combined Entities’ estimate of value at a future date could be materially different.

The Combined Entities measured the following assets and liabilities at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

 

2013

Derivative assets

    

$

 —

    

$

 —

    

$

459,278

Derivative liabilities

 

 

2,400,877

 

 

377,304

 

 

193,101

F-35


 

 

As of September 30, 2015 and December 31, 2014 and 2013, the Partnership measured the following assets and liabilities at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Quoted Prices in

    

Significant Other

    

Significant

 

 

 

 

 

 

Active Markets for

 

Observable Inputs

 

Unobservable Inputs

 

 

 

Total

 

Identical Assets

 

(Level 2)

 

(Level 3)

 

Impaired real property interests at September 30, 2015

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Impaired real property interests at December 31, 2014

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Impaired real property interests at December 31, 2013

 

 

149,555

 

 

 —

 

 

 —

 

 

149,555

 

As of September 30, 2015, December 31, 2014 and December 31, 2013, eighteen, two and six of the Partnership’s real property interests, respectively, were measured at estimated fair value as these interests were impaired and the carrying value of each interest was adjusted to estimated fair value. The fair value of real property interests are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. The Partnership’s valuations generally apply the discounted cash flow method to estimate the fair value of real property interests, which includes the use of various assumptions for cash flow projections, including rental rates, releasing assumptions, inflation rates, asset utilization, and discount rates. The Partnership also applies other valuation techniques, including analysis of rent comparable sales transaction or actual sales negotiations, when appropriate, in determining the fair value of real property interests. The Partnership also considers information obtained about each real property interest as a result of its pre‑acquisition due diligence and its marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease‑up periods. In addition, the Partnership estimates costs to execute similar leases, including leasing commissions and legal and other related expenses, to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction. The range of the discount rates used to estimate the fair values was 8.75% to 9.5%.

The estimated discount rates selected by the Partnership vary on a property by property basis based upon several factors such as asset location, lease terms and quality of the tenants in place. The range of discount rates disclosed above should not be relied upon as an indication of the price at which other real property interests in the Partnership’s portfolio may sell, as there are many factors that influence the discount rate.

14. Related‑Party Transactions

General and Administrative Reimbursement

Under the omnibus agreement, the Partnership agrees to reimburse Landmark for expenses related to certain general and administrative services 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) the fifth anniversary of the closing of the IPO. The full amount of general and administrative expenses incurred will be reflected on our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reflected on 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 the amount of general and administrative expenses. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates.  For the nine months ended September 30, 2015 and the year ended December 31, 2014, Landmark reimbursed us $1,465,040  and $12,349, respectively for expenses related to certain general and administrative services that exceeded the cap.

F-36


 

Patent License Agreement

We entered into a Patent License Agreement (“License Agreement”) with American Infrastructure Funds, LLC (“AIF”), an affiliate of the controlling member of Landmark. Under the License Agreement, AIF granted us a nonexclusive, perpetual license to practice certain patented methods related to the apparatus and method for combining easements under a master limited partnership. We have agreed to pay AIF a license fee of $50,000 for the second year of the License Agreement, and thereafter, an amount equal to the greater of (i) one‑tenth of one percent (0.1%) of our gross revenue received during such contract year; and (ii) $100,000.

Right of First Offer

In connection with the IPO, the Remaining Landmark Funds have granted us a right of first offer on real property interests that they currently own or acquire in the future before selling or transferring those assets to any third party. On August 18, 2015 and November 19, 2015, the Partnership completed acquisitions of 193, 72, and 136 tenant sites from Fund E, Fund C and Fund F. See further discussion in Note 1 and 3 for additional information.

Management Fee

In accordance with the limited liability company agreements for each of the Contributing Landmark Funds, Fund C, Fund E and Fund F, Landmark or its affiliates were paid a management fee of $45, $45, $65 and $75, respectively, per asset per month for providing various services to the funds. Management fees totaled $209,909 and $509,703 for the nine months ended September 30, 2015 and 2014, respectively, and $642,150, $544,908, and $248,551 and for the years ended December 31, 2014, 2013 and 2012, respectively. Upon execution of the omnibus agreement and completion of the closing of the IPO and the formation transactions, Landmark’s right to receive this management fee has been terminated and we will instead reimburse Landmark for certain general and administrative expenses incurred by Landmark pursuant to the omnibus agreement, subject to a cap, as described above. Financial information has been retroactively adjusted to include management fees incurred by Fund E during the period prior to the acquisition on August 18, 2015 by the partnership of $91,650 and $100,256 for the nine months ended September 30, 2015 and 2014, respectively, and $136,834, $79,837 and $2,238 for the years ended December 31, 2014, 2013 and 2012, respectively. Additionally, the supplemental financial statements include management fees incurred by the Acquired Funds during the period prior to the acquisition on November 19, 2015 by the partnership of $118,259 and $103,401 for the nine months ended September 30, 2015 and 2014, respectively, and $142,821, $94,446 and $37,222 for the years ended December 31, 2014, 2013 and 2012, respectively.

Acquisition of Real Property Interests

In connection with third party acquisitions, Landmark will be obligated to provide acquisition services to us, including asset identification, underwriting and due diligence, negotiation, documentation and closing, at the reasonable request of our general partner, but we are under no obligation to utilize such services. We will pay Landmark reasonable fees, as mutually agreed to by Landmark and us, for providing these services. These fees will not be subject to the cap on general and administrative expenses described above. For the nine months ended September 30, 2015 and for the year ended December 31, 2014, no such fees have been incurred.

F-37


 

Prior to the IPO, the Predecessor purchased its real property interests and receivables from Landmark. We have concluded that the formation transactions are a reorganization of entities under common control since these entities have common management and ownership and are under the common control of Landmark. As a result, the contribution of real property interests and other assets to the Partnership was recorded at Landmark’s historical cost. In December 2012, there was a change in control of Landmark. Based on the level of ownership Landmark held in the Contributing Landmark Funds the purchase accounting associated with the change in control was not pushed down to the Contributing Landmark Funds. In connection with the formation transactions the purchase accounting associated with the December 2012 change in control of Landmark is pushed down to us, resulting in a higher cost basis in the assets than is reflected in the historical financial statements of Contributing Landmark Funds. Therefore, the historical cost basis of the assets and liabilities as of Acquisition Date of the Sponsor are different from the historical cost basis of the Contributing Landmark Funds even though all entities are under common control.

Subsequent to the change in control, real property interests purchased from and contributed by Landmark to the Combined Entities are stated at the purchase price paid by Landmark.

Due from Affiliates

At December 31, 2013, the Combined Entities owed $583,689 to the General Partner and its affiliates for management fees, purchase of assets and other reimbursable expenses incurred on their behalf. At September 30, 2015 and December 31, 2014 and 2013, the General Partner and affiliates owed $2,111,822, $659,722 and $648,701, respectively, to the Partnership for rents received on their behalf.

15. Segment Information

The Combined Entities had three reportable segments, wireless communication, outdoor advertising, and renewable power generation for all periods presented.

The wireless communication segment consists of leasing real property interests to companies in the wireless communication industry in the United States. The outdoor advertising segment consists of leasing real property interests to companies in the outdoor advertising industry in the United States. The renewable power generation segment consists of leasing real property interests to companies in the renewable power industry in the United States. Items that are not included in any of the reportable segments are included in the corporate category.

The reportable segments are strategic business units that offer different products and services. They are commonly managed as all three segments require similar marketing and business strategies. Because our tenant lease arrangements are mostly effectively triple-net, we evaluate our segments based on revenue. We believe this measure provides investors relevant and useful information because it is presented on an unlevered basis.

The statements of income for the reportable segments of the Combined Entities are as follows: 

F-38


 

For the nine months ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

    

Renewable

    

 

 

    

 

 

 

 

Wireless

    

Outdoor

 

Power

 

 

 

 

 

 

 

 

Communication

 

Advertising

 

Generation

 

Corporate

 

Total

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

16,156,076

 

$

3,407,856

 

$

70,434

 

$

 —

 

$

19,634,366

Interest income on receivables

 

 

605,180

 

 

 —

 

 

 —

 

 

 —

 

 

605,180

Total revenue

 

 

16,761,256

 

 

3,407,856

 

 

70,434

 

 

 —

 

 

20,239,546

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

159,771

 

 

50,138

 

 

 —

 

 

 —

 

 

209,909

Property operating

 

 

15,993

 

 

3,466

 

 

 —

 

 

 —

 

 

19,459

General and administrative

 

 

 —

 

 

 —

 

 

 —

 

 

2,107,354

 

 

2,107,354

Acquisition-related

 

 

1,610,137

 

 

57,687

 

 

 —

 

 

1,290,452

 

 

2,958,276

Amortization

 

 

4,489,636

 

 

416,176

 

 

25,858

 

 

 —

 

 

4,931,670

Impairments

 

 

3,125,596

 

 

453,148

 

 

 —

 

 

 —

 

 

3,578,744

Total expenses

 

 

9,401,133

 

 

980,615

 

 

25,858

 

 

3,397,806

 

 

13,805,412

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 —

 

 

 —

 

 

 —

 

 

(6,070,326)

 

 

(6,070,326)

Loss on early extinguishment of debt

 

 

 —

 

 

 —

 

 

 —

 

 

(902,625)

 

 

(902,625)

Realized loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Unrealized loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

(2,023,572)

 

 

(2,023,572)

Gain on the sale of real property interest

 

 

9,524

 

 

72,502

 

 

 —

 

 

 —

 

 

82,026

Total other income and expenses

 

 

9,524

 

 

72,502

 

 

 —

 

 

(8,996,523)

 

 

(8,914,497)

Net income (loss)

 

$

7,369,647

 

$

2,499,743

 

$

44,576

 

$

(12,394,329)

 

$

(2,480,363)

 

For the nine months ended September 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

    

Renewable

    

 

 

    

 

 

 

 

 

Wireless

    

Outdoor

 

Power

 

 

 

 

 

 

 

 

 

Communication

 

Advertising

 

Generation

 

Corporate

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

13,350,242

 

$

2,345,565

 

$

6,356

 

$

 —

 

$

15,702,163

 

Interest income on receivables

 

 

522,994

 

 

 —

 

 

 —

 

 

 —

 

 

522,994

 

Total revenue

 

 

13,873,236

 

 

2,345,565

 

 

6,356

 

 

 —

 

 

16,225,157

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

432,603

 

 

77,004

 

 

96

 

 

 —

 

 

509,703

 

Property operating

 

 

6,721

 

 

15,084

 

 

 —

 

 

 —

 

 

21,805

 

General and administrative

 

 

30,372

 

 

1,473

 

 

 —

 

 

547,783

 

 

579,628

 

Acquisition-related

 

 

187,164

 

 

48,021

 

 

3,200

 

 

 —

 

 

238,385

 

Amortization

 

 

3,656,409

 

 

314,594

 

 

2,701

 

 

 —

 

 

3,973,704

 

Impairments

 

 

8,450

 

 

 —

 

 

 —

 

 

 —

 

 

8,450

 

Total expenses

 

 

4,321,719

 

 

456,176

 

 

5,997

 

 

547,783

 

 

5,331,675

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(34,977)

 

 

(8,380)

 

 

 —

 

 

(5,459,414)

 

 

(5,502,771)

 

Unrealized loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

(6,393)

 

 

(6,393)

 

Total other income and expenses

 

 

(34,977)

 

 

(8,380)

 

 

 —

 

 

(5,465,807)

 

 

(5,509,164)

 

Net income (loss)

 

$

9,516,540

 

$

1,881,009

 

$

359

 

$

(6,013,590)

 

$

5,384,318

 

 

F-39


 

For the year ended December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Renewable

    

 

 

    

 

 

 

 

 

Wireless

    

Outdoor

 

Power

 

 

 

 

 

 

 

 

    

Communication

 

Advertising

 

Generation

 

Corporate

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

18,062,939

 

$

3,323,131

 

$

15,258

 

$

 —

 

$

21,401,328

 

Interest income on receivables

 

 

709,030

 

 

 —

 

 

 —

 

 

 —

 

 

709,030

 

Total revenue

 

 

18,771,969

 

 

3,323,131

 

 

15,258

 

 

 —

 

 

22,110,358

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

538,502

 

 

103,480

 

 

168

 

 

 —

 

 

642,150

 

Property operating

 

 

9,637

 

 

15,083

 

 

 —

 

 

 —

 

 

24,720

 

General and administrative

 

 

39,003

 

 

9,633

 

 

 —

 

 

771,886

 

 

820,522

 

Acquisition-related

 

 

421,337

 

 

99,278

 

 

6,450

 

 

 —

 

 

527,065

 

Amortization

 

 

4,987,872

 

 

389,031

 

 

5,768

 

 

 —

 

 

5,382,671

 

Impairments

 

 

258,834

 

 

 —

 

 

 —

 

 

 —

 

 

258,834

 

Total expenses

 

 

6,255,185

 

 

616,505

 

 

12,386

 

 

771,886

 

 

7,655,962

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(40,619)

 

 

(10,038)

 

 

 —

 

 

(7,781,190)

 

 

(7,831,847)

 

Loss on early extinguishment of debt

 

 

 —

 

 

 —

 

 

 —

 

 

(2,905,259)

 

 

(2,905,259)

 

Realized loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

(213,181)

 

 

(213,181)

 

Unrealized loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

(643,481)

 

 

(643,481)

 

Total other income and expenses

 

 

(40,619)

 

 

(10,038)

 

 

 —

 

 

(11,543,111)

 

 

(11,593,768)

 

Net income (loss)

 

$

12,476,165

 

$

2,696,588

 

$

2,872

 

$

(12,314,997)

 

$

2,860,628

 

 

For the year ended December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

 

 

 

Wireless

    

Outdoor

 

 

 

 

 

 

 

 

 

Communication

 

Advertising

 

Corporate

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

14,301,591

 

$

2,355,279

 

$

 —

 

$

16,656,870

 

Interest income on receivables

 

 

742,185

 

 

 —

 

 

 —

 

 

742,185

 

Total revenue

 

 

15,043,776

 

 

2,355,279

 

 

 —

 

 

17,399,055

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

467,437

 

 

77,471

 

 

 —

 

 

544,908

 

Property operating

 

 

6,454

 

 

 —

 

 

 —

 

 

6,454

 

General and administrative

 

 

106,840

 

 

79,114

 

 

536,647

 

 

722,601

 

Acquisition-related

 

 

999,745

 

 

94,203

 

 

 —

 

 

1,093,948

 

Amortization

 

 

4,224,127

 

 

239,997

 

 

 —

 

 

4,464,124

 

Impairments

 

 

1,005,478

 

 

 —

 

 

 —

 

 

1,005,478

 

Total expenses

 

 

6,810,081

 

 

490,785

 

 

536,647

 

 

7,837,513

 

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(54,546)

 

 

(11,774)

 

 

(5,340,433)

 

 

(5,406,753)

 

Unrealized gain on derivatives

 

 

 —

 

 

 —

 

 

1,493,041

 

 

1,493,041

 

Total other income and expenses

 

 

(54,546)

 

 

(11,774)

 

 

(3,847,392)

 

 

(3,913,712)

 

Net income (loss)

 

$

8,179,149

 

$

1,852,720

 

$

(4,384,039)

 

$

5,647,830

 

F-40


 

For the year ended December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

 

 

Wireless

    

Outdoor

 

 

 

 

 

 

 

 

Communication

 

Advertising

 

Corporate

 

Total

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

7,038,852

 

$

668,254

 

$

 —

 

$

7,707,106

Interest income on receivables

 

 

356,348

 

 

 —

 

 

 —

 

 

356,348

Total revenue

 

 

7,395,200

 

 

668,254

 

 

 —

 

 

8,063,454

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

227,264

 

 

21,287

 

 

 —

 

 

248,551

Property operating

 

 

26,267

 

 

 —

 

 

 —

 

 

26,267

General and administrative

 

 

1,036

 

 

 —

 

 

190,257

 

 

191,293

Acquisition-related

 

 

1,296,808

 

 

111,469

 

 

 —

 

 

1,408,277

Amortization

 

 

1,673,406

 

 

65,309

 

 

 —

 

 

1,738,715

Impairments

 

 

183,271

 

 

 —

 

 

 —

 

 

183,271

Total expenses

 

 

3,408,052

 

 

198,065

 

 

190,257

 

 

3,796,374

Other income and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(12,024)

 

 

(1,796)

 

 

(1,944,014)

 

 

(1,957,834)

Unrealized loss on derivatives

 

 

 —

 

 

 —

 

 

(1,226,864)

 

 

(1,226,864)

Total other income and expenses

 

 

(12,024)

 

 

(1,796)

 

 

(3,170,878)

 

 

(3,184,698)

Net income (loss)

 

$

3,975,124

 

$

468,393

 

$

(3,361,135)

 

$

1,082,382

 

The Combined Entities’ total assets by segment were:

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

 

2013

Segments

    

 

    

    

 

    

    

 

    

Wireless communication

 

$

300,657,986

 

$

254,632,901

 

$

233,217,358

Outdoor advertising

 

 

54,100,567

 

 

48,324,327

 

 

34,302,982

Renewable Power Generation

 

 

3,916,884

 

 

391,381

 

 

Corporate assets

 

 

7,011,257

 

 

4,346,304

 

 

7,463,790

Total Assets

 

$

365,686,694

 

$

307,694,913

 

$

274,984,130

 

16. Commitments and Contingencies

The Combined Entities’ commitments and contingencies include customary claims and obligations incurred in the normal course of business. In the opinion of management, these matters will not have a material effect on the Partnership’s combined financial position.

There has been significant consolidation in the wireless communication industry over the last several years. In 2013, T‑Mobile acquired MetroPCS and Sprint acquired the remaining interest in Clearwire, and in 2014 AT&T acquired Leap Wireless.  Recent consolidation in the wireless industry has led to rationalization of wireless networks and reduced demand for tenant sites. The termination of additional leases in our portfolio would result in lower rental revenue and may lead to impairment of our real property interests or other adverse effects to our business.

As of September 30, 2015, the Combined Entities have approximately $42.3 million of real property interest subject to subordination to lenders of the property. To the extent a lender forecloses on a property the Combined Entities would take impairment charges for the book value of the asset and no longer be entitled to the revenue associated with the asset.

F-41


 

17. Tenant Concentration

For the nine months ended September 30, 2015 and 2014 and for years ended December 31, 2014, 2013 and 2012, the Combined Entities had the following tenant revenue concentrations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

Year Ended

 

 

 

September 30,

 

December 31,

 

Tenant

 

2015

 

2014

 

2014

 

2013

 

2012

 

T-Mobile

    

17.2

%

18.4

%

18.3

%

18.5

%

16.9

%

Verizon

 

11.4

%

15.1

%

15.0

%

14.8

%

16.0

%

Sprint

 

12.8

%

13.1

%

13.1

%

13.5

%

17.3

%

AT&T Mobility

 

13.2

%

12.4

%

12.3

%

13.2

%

14.6

%

Crown Castle

 

11.4

%

12.3

%

12.3

%

12.3

%

16.1

%

 

Most tenants are subsidiaries of these tenants but have been aggregated for purposes of showing revenue concentration. Financial information for these tenants can be found at www.sec.gov.

The loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our customers or otherwise may result in (1) a material decrease in our revenue, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, wireless infrastructure assets, site rental contracts or customer relationships intangible assets, or (4) other adverse effects to our business.

18. Income Taxes

The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income is generally are borne by our partners through the allocation of taxable income. The Partnership’s wholly owned subsidiary Landmark Infrastructure Asset OpCo LLC conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes. The difference between income tax expense recorded by us and income taxes computed by applying the statutory federal income tax rate (35 percent for all years presented) to income before income tax expense is due to the fact that the majority of our income is not subject to federal income tax as described above.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with differences between book and tax asset bases. As of December 31, 2014, we had no liability reported for unrecognized tax benefits. We did not have any interest or penalties related to income taxes during the years ended December 31, 2014.

19. Supplemental Cash Flow Information

Noncash activities were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Year Ended December 31,

 

    

2015

    

2014

    

2014

    

2013

    

2012

Purchase price for acquisition of real property interests included in due to Landmark and affiliates

 

$

 —

 

$

981,966

 

$

 —

 

$

963,067

 

$

 —

Offering costs included in due to Landmark and affiliates

 

 

 —

 

 

347,807

 

 

 —

 

 

 —

 

 

 —

Accrued offering costs

 

 

 —

 

 

3,367,459

 

 

 —

 

 

 —

 

 

 —

Accrued deferred loan costs

 

 

 —

 

 

657,448

 

 

 —

 

 

 —

 

 

 —

Capital contribution to fund general and administrative expense reimbursement

 

 

1,465,040

 

 

 —

 

 

12,349

 

 

 —

 

 

 —

Contributions of real property interests by Landmark

 

 

101,425

 

 

8,196,662

 

 

13,824,871

 

 

7,304,749

 

 

16,047,173

Fair value adjustment of investments in receivables

 

 

11,862

 

 

 —

 

 

284,294

 

 

 —

 

 

 —

F-42


 

Cash flows related to interest paid was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Year Ended December 31,

 

    

2015

    

2014

    

2014

    

2013

    

2012

Cash paid for interest

 

$

4,846,483

 

$

4,331,505

 

$

6,290,506

 

$

4,260,877

 

$

1,459,611

 

 

20. Subsequent Events

On October 22, 2015, the board of directors of the Partnership’s General Partner declared a quarterly cash distribution of $0.3175 per unit, or $1.27 per unit on an annualized basis, for the quarter ended September 30, 2015.  This distribution represents a 10.4% increase over the Partnership’s minimum quarterly distribution of $0.2875 per unit, and was paid on November 13, 2015 to unitholders of record as of November 3, 2015.

 

 

 

 

F-43


 

Landmark Infrastructure Partners LP and Acquired Funds

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amount at Which Carried

 

 

 

 

 

 

 

 

 

 

Initial cost to the Partnership

 

 

As of December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Building and

 

 

 

 

 

 

 

Building and

 

 

 

 

Accumulated

 

Date

 

Description

 

Location

 

Encumbrances

 

Land

 

improvements

 

Total

 

Land

 

improvements

 

Total

 

depreciation

 

Acquired

 

Wireless Communication

    

Tombstone, AZ

    

$

 —

    

$

593,201

    

$

 —

    

$

593,201

    

$

593,201

    

$

 —

    

$

593,201

    

$

 —

    

2012

 

Wireless Communication

 

Mound House, NV

 

 

 —

 

 

99,655

 

 

 —

 

 

99,655

 

 

99,655

 

 

 —

 

 

99,655

 

 

 —

 

2012

 

Wireless Communication

 

Las Vegas, NV

 

 

 —

 

 

536,086

 

 

 —

 

 

536,086

 

 

536,086

 

 

 —

 

 

536,086

 

 

 —

 

2012

 

Outdoor Advertising

 

Rosemont, IL

 

 

 —

 

 

970,675

 

 

 —

 

 

970,675

 

 

970,675

 

 

 —

 

 

970,675

 

 

 —

 

2013

 

Wireless Communication

 

Los Angeles, CA

 

 

 —

 

 

331,241

 

 

 —

 

 

331,241

 

 

331,241

 

 

 —

 

 

331,241

 

 

 —

 

2013

 

Wireless Communication

 

Walnut Creek, CA

 

 

 —

 

 

704,628

 

 

 —

 

 

704,628

 

 

704,628

 

 

 —

 

 

704,628

 

 

 —

 

2013

 

Outdoor Advertising

 

Gary, IN

 

 

 —

 

 

118,632

 

 

 —

 

 

118,632

 

 

118,632

 

 

 —

 

 

118,632

 

 

 —

 

2013

 

Outdoor Advertising

 

Grand Prairie, TX

 

 

 —

 

 

300,467

 

 

 —

 

 

300,467

 

 

300,467

 

 

 —

 

 

300,467

 

 

 —

 

2014

 

Outdoor Advertising

 

Houston, TX

 

 

 —

 

 

240,458

 

 

 —

 

 

240,458

 

 

240,458

 

 

 —

 

 

240,458

 

 

 —

 

2014

 

Outdoor Advertising

 

Largo, FL

 

 

 —

 

 

132,383

 

 

 —

 

 

132,383

 

 

132,383

 

 

 —

 

 

132,383

 

 

 —

 

2014

 

Outdoor Advertising

 

Phoenix, AZ

 

 

 —

 

 

323,875

 

 

 —

 

 

323,875

 

 

323,875

 

 

 —

 

 

323,875

 

 

 —

 

2014

 

Outdoor Advertising

 

Saint Petersburg, FL

 

 

 —

 

 

200,400

 

 

 —

 

 

200,400

 

 

200,400

 

 

 —

 

 

200,400

 

 

 —

 

2014

 

Outdoor Advertising

 

Terrell, TX

 

 

 —

 

 

46,442

 

 

 —

 

 

46,442

 

 

46,442

 

 

 —

 

 

46,442

 

 

 —

 

2014

 

Outdoor Advertising

 

West Palm Beach, FL

 

 

 —

 

 

287,159

 

 

 —

 

 

287,159

 

 

287,159

 

 

 —

 

 

287,159

 

 

 —

 

2014

 

Wireless Communication

 

New York, NY

 

 

 —

 

 

1,403,272

 

 

 —

 

 

1,403,272

 

 

1,403,272

 

 

 —

 

 

1,403,272

 

 

 —

 

2014

 

Outdoor Advertising

 

Vadnais Heights, MN

 

 

 —

 

 

390,093

 

 

 —

 

 

390,093

 

 

390,093

 

 

 —

 

 

390,093

 

 

 —

 

2014

 

Wireless Communication

 

Orlando, FL

 

 

 —

 

 

531,266

 

 

 —

 

 

531,266

 

 

531,266

 

 

 —

 

 

531,266

 

 

 —

 

2014

 

 

 

Total

 

$

 —

 

$

7,209,933

 

$

 —

 

$

7,209,933

 

$

7,209,933

 

$

 —

 

$

7,209,933

 

$

 —

 

 

 

 

 

F-44