·

On July 21, 2015, the Partnership acquired a portfolio of assets from its sponsor, Landmark Dividend LLC (“Landmark”), for total consideration of $35.7 million;

·

On April 8, 2015, the Partnership acquired a portfolio of assets from Landmark, for total consideration of $22.1 million;

·

Generated Q2 2015 Adjusted EBITDA of $4.0 million and distributable cash flow of $3.0 million; and

·

Increased quarterly cash distribution for the second consecutive quarter to $0.3075 per unit, a 7.0% increase over the minimum quarterly distribution

·

our operating performance as compared to other publicly traded limited partnerships, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;

·

the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders;

·

our ability to incur and service debt and fund capital expenditures; and

·

the viability of acquisitions and the returns on investment of various investment opportunities.

Three Months Ended June 30, 

Six Months Ended June 30, 

2015

2014(1)

2015

2014(1)

Revenue

Rental revenue

$

$

$

$

Interest income on receivables

Total revenue

Expenses

Management fees to affiliate

 —

 —

Property operating

General and administrative

Acquisition-related

 —

Amortization

Impairments

Total expenses

Other income and expenses

Interest expense

Unrealized gain (loss) on derivatives

Gain on sale of real property interest

 —

 —

Total other income and expenses

Net income (loss)

$

$

$

$

Less: Net income (loss) attributable to Predecessor(1)

Limited partners’ interest in net income (loss)

$

$

 —

$

$

 —

Net income (loss) per limited partners unit

Common units – basic and diluted

$

$

Subordinated units – basic and diluted

$

$

Weighted average limited partner units outstanding

Common units – basic and diluted

Subordinated units – basic and diluted

Other Data:

Total leased tenant sites (end of period)

Total available tenant sites (end of period)

(1)

On March 4, 2015 and April 8, 2015, the Partnership completed its acquisition of 81 and 73 tenant sites, respectively, and related real property interests (the “Acquired Assets”), from our sponsor Landmark Dividend LLC (“Landmark”), in exchange for cash consideration of $25.2 million and $22.1 million, respectively. Since the entities are under common control, the assets and liabilities acquired are recorded at Landmark’s historical cost, with financial statements for prior periods retroactively adjusted to furnish comparative information. Financial information prior to the closing of each transaction has been retroactively adjusted for the Acquired Assets. These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership’s Quarterly Report on Form 10-Q for the three and six months ended June  30, 2015 to be filed with the Securities and Exchange Commission on August 6, 2015 and the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 26, 2015 (except for items 6, 7 and 15 and Exhibit 23.1, which have been superseded by the Current Report on Form 8-K, filed May 7, 2015).

June 30, 2015

December 31, 2014(1)

Assets

Land

$

$

Real property interests

Total land and real property interests

Accumulated amortization of real property interests

Land and net real property interests

Investments in receivables, net

Cash and cash equivalents

Rent receivables, net

Due from Landmark and affiliates

Deferred loan costs, net

Deferred rent receivable

Derivative assets

—

Other intangible assets, net

Other assets

Total assets

$

$

Liabilities and equity

Revolving credit facility

$

$

Accounts payable and accrued liabilities

Other intangible liabilities, net

Prepaid rent

Derivative liabilities

Total liabilities

Commitments and contingencies

Equity

Total liabilities and equity

$

$

(1)

Prior-period financial information has been retroactively adjusted for certain assets acquired on March 4, 2015 and April 8, 2015. These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2015 to be filed with the Securities and Exchange Commission on August 6, 2015.

Available Tenant

Leased Tenant

Sites(1)

Sites

Average

Average

Average

Remaining

Remaining

Monthly

Percentage

Number of

Property

Lease

Tenant Site

Effective Rent

Quarterly

of Quarterly

Infrastructure

Interest

Term

Occupancy

Per Tenant

Rental

Rental

Real Property Interest

Locations(1)

Number

(Years)

Number

(Years)(2)

Rate(3)(4)

Site(4)(5)

Revenue(6)

Revenue(6)

Tenant Lease Assignment with Underlying Easement

Wireless Communication

(7)

$

%  

Outdoor Advertising

(7)

%  

Renewable Power Generation

 —

%  

Subtotal

(7)

$

%  

Tenant Lease Assignment only(8)

Wireless Communication

$

%  

Outdoor Advertising

%  

Subtotal

$

%  

Tenant Lease on Fee Simple

Wireless Communication

(7)

$

%  

Outdoor Advertising

(7)

%  

Subtotal

(7)

$

%  

Total 

(9)

$

%  

Aggregate Portfolio

Wireless Communication

%  

$

$

%  

Outdoor Advertising

%  

%  

Renewable Power Generation

%  

 —

%  

Total(10)

(9)

%  

$

$

%  

(1)

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

(2)

Assumes the exercise of all remaining renewal options of tenant leases. Assuming no exercise of renewal options, the average remaining lease terms for our wireless communication, outdoor advertising, renewable power generation and aggregate portfolios as of June 30, 2015 were 2.6, 6.5, 18.9 and 3.5 years, respectively.

(3)

Represents number of leased tenant sites divided by number of available tenant sites.

(4)

Occupancy and average monthly effective rent per tenant site are shown only on an aggregate portfolio basis by industry.

(5)

Represents total monthly revenue excluding the impact of amortization of above and below market lease intangibles divided by the number of leased tenant sites.

(6)

Represents GAAP rental revenue recognized under existing tenant leases for the three months ended June 30, 2015.  Excludes interest income on receivables.

(7)

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

(8)

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

(9)

Excluding perpetual ownership rights, the average remaining property interest term on our tenant sites is approximately 63 years.

(10)

Information herein does not include the July 21, 2015 acquisition of 100 tenant sites and related real property interests, consisting of 81 wireless communication, 16 outdoor advertising and 3 renewable power generation tenant sites. Including the July 21, 2015 acquisition, the partnership has 931 leased tenant sites out of 949 available tenant sites.

Three Months Ended June 30, 

Six months ended June 30, 

2015(1)

2014(1)

2015(1)

2014(1)

Reconciliation of EBITDA and Adjusted EBITDA to Net Income (loss)

Net income (loss)

$

$

$

$

Interest expense

Amortization expense

EBITDA

$

$

$

$

Impairments

Acquisition-related

 —

Unrealized (gain) loss on derivatives

Gain on sale of real property interest

 —

 —

Unit-based compensation

 —

 —

Straight line rent adjustments

Amortization of above- and below-market rents, net

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

 —

 —

Adjusted EBITDA

$

$

$

$

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

Net cash provided by operating activities

$

$

$

$

Unit-based compensation

 —

 —

Unrealized gain (loss) on derivatives

Amortization expense

Amortization of above- and below-market rents, net

Amortization of deferred loan costs

Receivables interest accretion

Impairments

Gain on the sale of real property interest

 —

 —

Allowance for doubtful accounts and loan losses

—

 —

—

Working capital changes

Net income (loss)

$

$

$

$

Interest expense

Amortization expense

EBITDA

$

$

$

$

Less:

Unrealized gain on derivatives

 —

—

 —

Gain on sale of real property interest

 —

 —

Straight line rent adjustments

Amortization of above- and below-market rents, net

Add:

Impairments

Acquisition-related

 —

Unrealized loss on derivatives

 —

Unit-based compensation

 —

 —

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

 —

 —

Adjusted EBITDA

$

$

$

$

Less:

Expansion capital expenditures(1)

—

—

Cash interest expense

Add:

Borrowings and capital contributions to fund expansion capital expenditures

—

—

Distributable cash flow

$

$

$

$

(1)

Financial information prior to the closing of the transactions has been retroactively adjusted for certain assets acquired on March 4, 2015 and April 8, 2015. See reconciliation of operations, EBITDA, Adjusted EBITDA, and distributable cash flow for the periods presented.

(2)

Under the omnibus agreement that we entered into with Landmark at the closing of the IPO, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) November 19, 2019. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.

For the Three Months Ended June 30, 2015(1)

For the Six Months Ended June 30, 2015(1)

Landmark

Acquired

Landmark

Acquired

Infrastructure

Assets

Consolidated

Infrastructure

Assets

Consolidated

Partners LP

Predecessor

Results

Partners LP

Predecessor

Results

Revenue:

Rental revenue

$

$

$

$

$

$

Interest income

 —

 —

Total revenue

Expenses:

Property operating

 —

 —

General and administrative

 —

 —

Acquisition-related

 —

Amortization

Impairments

 —

 —

Total expenses

Other income and expenses

Interest expense

 —

 —

Unrealized gain (loss) on derivatives

 —

 —

Gain on the sale of real property interest

 —

 —

Total other income and expenses

 —

 —

Net income (loss)

$

$

$

$

$

$

Add:

Interest expense

 —

 —

Amortization expense

EBITDA

$

$

$

$

$

$

Less:

Unrealized gain on derivatives

 —

 —

 —

 —

Gain on sale of real property interests

 —

 —

Straight line rent adjustments

Amortization of above- and below-market rents

Add:

Impairments

 —

 —

Acquisition-related expenses

 —

Unrealized loss on derivatives

 —

 —

 —

 —

Unit-based compensation

 —

 —

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

 —

 —

Adjusted EBITDA

$

$

$

$

$

$

Less:

Expansion capital expenditures

 —

 —

Cash interest expense

 —

 —

Add:

 —

Borrowings and capital contributions to fund expansion capital expenditures

 —

 —

Distributable cash flow

$

$

$

$

$

$

Annualized quarterly distribution per unit

$

$

Distributions to common unitholders(3)

Distributions to Landmark Dividend – subordinated units(3)

Total distributions to our unitholders(3)

$

$

Excess of distributable cash flow over the quarterly distribution(3)

$

$

Coverage ratio(3)

1.05x

1.07x

(1)

On March 4, 2015 and April 8, 2015, the Partnership completed its acquisition of 81 and 73 tenant sites, respectively, and related real property interests from Landmark (the “Acquired Assets”). The assets and liabilities acquired are recorded at the historical cost of Landmark, as the transactions are between entities under common control, the statements of operations of the Partnership are adjusted retroactively as if the transactions occurred on the earliest date during which the entities were under common control. The historical financial statements have been retroactively adjusted to reflect the results of operations, financial position, and cash flows of the Acquired Assets as if the Partnership owned the Acquired Assets in all periods while under common control. The reconciliation present our results of operations and financial position giving effect to the Acquired Assets. The combined results of the Acquired Assets prior to each transaction date are included in “Acquired Assets Predecessor.” The consolidated results of the Acquired Assets after each transaction date are included in “Landmark Infrastructure Partners LP.”

(2)

Under the omnibus agreement that we entered into with Landmark at the closing of the IPO, we agreed to reimburse Landmark for expenses related to certain general and administrative services that Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) November 19, 2019. The full amount of general and administrative expenses incurred will be reflected in our income statements, and to the extent such general and administrative expenses exceed the cap amount, the amount of such excess will be reflected in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in our general and administrative expenses.

(3)

Coverage ratio is calculated as the distributable cash flow for the quarter divided by the distributions to the limited partners on the weighted average units outstanding.