lmrk-10qa_20170331.htm

0001564590-17-009242.txt : 20170508 0001564590-17-009242.hdr.sgml : 20170508 20170508080013 ACCESSION NUMBER: 0001564590-17-009242 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170508 DATE AS OF CHANGE: 20170508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Infrastructure Partners LP CENTRAL INDEX KEY: 0001615346 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36735 FILM NUMBER: 17820614 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310-294-8160 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVENUE, SUITE 2100 STREET 2: PO BOX 3429 CITY: EL SEGUNDO STATE: CA ZIP: 90245 10-Q/A 1 lmrk-10qa_20170331.htm 10-Q/A lmrk-10qa_20170331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36735

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

Delaware		61-1742322
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 2100, P.O. Box 3429 El Segundo, CA 90245		90245
(Address of principal executive offices)		(Zip Code)

(310) 598-3173

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒		Non-accelerated filer ☐		Smaller reporting company ☐
Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ☒

The registrant had 19,687,628 common units and 3,135,109 subordinated units outstanding at May 1, 2017.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission on May 4, 2017 (the “Original Filing”), for the sole purpose of re-filing Exhibits 12.1 as revised.

This Amendment speaks as of the filing date of the Original Filing, does not reflect events occurring after the original filing date or modify or update the disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Filing or any exhibits thereto.

PART II—OTHER INFORMATION

Item 6. Exhibits

Reference is made to the “Exhibits” list following the signature page, which we hereby incorporate into this Item.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on May 8, 2017.

	Landmark Infrastructure Partners LP

	By:	Landmark Infrastructure Partners GP LLC, its General Partner

	By:	/s/ George P. Doyle
	Name:	George P. Doyle
	Title:	Chief Financial Officer and Treasurer

Item 6. Exhibits

Exhibit number		Description

1.1*		At-the-Market Issuance Sales Agreement, dated as of March 30, 2017, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC and Landmark Infrastructure Operating Company LLC and FBR Capital Markets & Co. (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K filed on March 30, 2017).

12.1**		Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.

31.1**		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.

31.2**		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.

32.1**		Section 1350 Certifications (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Schema Document

101.CAL*		XBRL Calculation Linkbase Document.

101.LAB*		XBRL Labels Linkbase Document.

101.PRE*		XBRL Presentation Linkbase Document.

101.DEF*		XBRL Definition Linkbase Document.

*Previously filed.

**Filed herewith.

EX-12.1 2 lmrk-ex121_6.htm EX-12.1 lmrk-ex121_6.htm

Exhibit 12.1

Landmark Infrastructure Partners LP

Ratio of Earnings to Combined Fixed Charges and Preferred Distributions

(In thousands, except ratio data)

	Landmark Infrastructure Partners LP ₍₃₎																Predecessor to Landmark Infrastructure Partners LP ₍₃₎
	For the Three Months Ended March 31, 2017			Year Ended December 31, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014			Period From November 19, 2014 to December 31, 2014				Period From January 1, 2014 to November 19, 2014			Year Ended December 31, 2013
Earnings: ₍₁₎
Income before income taxes	$	3,527		$	9,921		$	1,205		$	2,530		$	(2,698	)		$	5,559		$	5,648
Add (deduct):
Fixed charges		3,920			13,923			10,958			8,942			361				7,471			5,407
Capitalized interest		—			—			—			—			—				—			—
Total earnings	$	7,447		$	23,844		$	12,163		$	11,472		$	(2,337	)		$	13,030		$	11,055
Fixed charges: ₍₁₎
Interest expense	$	3,920		$	13,923		$	10,958		$	8,942		$	361			$	7,471		$	5,407
Capitalized interest		—			—			—			—			—				—			—
Estimate of interest within rental expense		—			—			—			—			—				—			—
Total fixed charges	$	3,920		$	13,923		$	10,958		$	8,942		$	361			$	7,471		$	5,407
Preferred unit distributions		1,344			2,660			—			—			—				—			—
Total fixed charges and preferred unit distributions	$	5,264		$	16,583		$	10,958		$	8,942		$	361			$	7,471		$	5,407
Ratio of Earnings to Fixed Charges		1.90	x		1.71	x		1.11	x		1.28	x		—		₍₂₎		1.74	x		2.04	x
Ratio of Earnings to Fixed Charges and Preferred Distributions ₍₄₎		1.41	x		1.44	x		1.11	x		1.28	x		—		₍₂₎		1.74	x		2.04	x

₍₁₎	For purposes of this presentation, earnings represent income before income taxes adjusted for fixed charges and capitalized interest. Fixed charges consist of interest expensed and capitalized, amortization of deferred loan costs and estimate of interest in rent expense.

₍₂₎	Earnings were inadequate to cover fixed charges by $2.7 million for the period from November 19, 2014 to December 31, 2014.

₍₃₎

Prior-period financial information has been retroactively adjusted for certain assets acquired direct from our sponsor Landmark Dividend LLC (“Landmark”) and affiliates during the year ended December 31, 2016 and 2015. For further information, see the financial statements and the accompanying notes and other information included in the Partnership’s Quarterly Report on Form 10-Q for the three March 31, 2017 to be filed with the Securities and Exchange Commission on May 4, 2017 and the Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 23, 2017.

₍₄₎	The Ratio of Earning to Fixed Charges and Preferred Distributions was equal to the Ratio of Earning to Fixed Charges for the periods prior to April 4, 2016 as no Preferred Units were issued prior to April 4, 2016.

EX-31.1 3 lmrk-ex311_88.htm EX-31.1 lmrk-ex311_88.htm

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur P. Brazy, Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Landmark Infrastructure Partners LP;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2017

/s/ Arthur P. Brazy, Jr.
Arthur P. Brazy, Jr.
Director and Chief Executive Officer,
Landmark Infrastructure Partners GP LLC
(the general partner of Landmark Infrastructure Partners LP)

EX-31.2 4 lmrk-ex312_87.htm EX-31.2 lmrk-ex312_87.htm

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, George P. Doyle , certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Landmark Infrastructure Partners LP;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2017

/s/ George P. Doyle
George P. Doyle
Chief Financial Officer and Treasurer,
Landmark Infrastructure Partners GP LLC
(the general partner of Landmark Infrastructure Partners LP)

EX-32.1 5 lmrk-ex321_86.htm EX-32.1 lmrk-ex321_86.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Landmark Infrastructure Partners LP (the Company) on Form 10-Q/A for the period ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Arthur P. Brazy, Jr.
Arthur P. Brazy, Jr.
Director and Chief Executive Officer,
Landmark Infrastructure Partners GP LLC
(the general partner of Landmark Infrastructure Partners LP)
May 8, 2017