Landmark Infrastructure Partners LP - FORM 10-Q

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2016


◻	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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻		Accelerated filer ◻		Non-accelerated filer ☒		Smaller reporting company ◻

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 19,388,248 common units and 3,135,109 subordinated units outstanding at October 28, 2016.

Table of Contents

LANDMARK INFRASTRUCTURE PARTNERS LP

Table of Contents


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Consolidated and Combined Balance Sheets	3

	Consolidated and Combined Statements of Operations	4

	Consolidated and Combined Statements of Comprehensive Income	5

	Consolidated and Combined Statements of Partners’ Capital	6

	Consolidated and Combined Statements of Cash Flows	7

	Notes to the Consolidated and Combined Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58

Item 4.	Controls and Procedures	59

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 6.	Exhibits	60

Signatures		61

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Landmark Infrastructure Partners LP

Consolidated and Combined Balance Sheets


	September 30, 2016		December 31, 2015*
Assets
Land	$	17,421,418	$	12,886,526
Real property interests		476,118,276		452,678,000
Total land and real property interests		493,539,694		465,564,526
Accumulated amortization of real property interests		(23,391,414)		(16,366,005)
Land and net real property interests		470,148,280		449,198,521
Investments in receivables, net		16,781,764		12,135,786
Cash and cash equivalents		3,346,769		1,984,468
Restricted cash		1,179,148		—
Rent receivables, net		1,221,496		1,340,431
Due from Landmark and affiliates		971,079		2,205,853
Deferred loan costs, net		2,661,950		3,089,894
Deferred rent receivable		1,123,005		864,979
Other intangible assets, net		12,401,230		13,115,279
Other assets		888,037		1,206,949
Total assets	$	510,722,758	$	485,142,160
Liabilities and equity
Revolving credit facility	$	179,000,000	$	233,000,000
Secured debt facility, net		—		74,135,801
Secured Notes, net		112,539,409		—
Accounts payable and accrued liabilities		3,523,019		1,787,521
Other intangible liabilities, net		13,368,603		14,379,895
Prepaid rent		4,402,915		4,130,516
Derivative liabilities		4,557,934		822,580
Total liabilities		317,391,880		328,256,313
Commitments and contingencies (Note 14)
Equity
Series A cumulative redeemable preferred units, 863,657 and zero units issued and outstanding at September 30, 2016 and December 31, 2015, respectively		19,442,312		—
Series B cumulative redeemable preferred units, 1,840,000 and zero units issued and outstanding at September 30, 2016 and December 31, 2015, respectively		44,256,029		—
Common units, 15,938,248 and 11,820,144 units issued and outstanding at September 30, 2016 and December 31, 2015, respectively		240,537,629		179,045,366
Subordinated units, 3,135,109 units issued and outstanding		22,329,916		25,941,274
General Partner		(133,272,083)		(48,108,889)
Accumulated other comprehensive income		37,075		8,096
Total equity		193,330,878		156,885,847
Total liabilities and equity	$	510,722,758	$	485,142,160

*Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

See accompanying notes to consolidated and combined financial statements.

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Landmark Infrastructure Partners LP

Consolidated and Combined Statements of Operations


	Three months ended September 30,				Nine months ended September 30,
	2016		2015*		2016		2015*
Revenue
Rental revenue	$	10,031,438	$	8,806,838	$	29,493,148	$	24,304,884
Interest income on receivables		349,824		200,902		908,970		605,180
Total revenue		10,381,262		9,007,740		30,402,118		24,910,064
Expenses
Management fees to affiliate		49,530		119,915		195,663		388,085
Property operating		22,914		21,182		96,519		32,963
General and administrative		632,251		462,364		2,776,839		2,107,354
Acquisition-related		986,655		1,071,716		1,414,261		3,111,909
Amortization		2,865,751		2,099,709		8,169,542		6,167,876
Impairments		1,235,035		302,008		1,235,035		3,578,744
Total expenses		5,792,136		4,076,894		13,887,859		15,386,931
Other income and expenses
Interest expense		(3,663,180)		(2,788,639)		(10,282,184)		(7,867,131)
Loss on early extinguishment of debt		(1,703,468)		(902,625)		(1,703,468)		(902,625)
Realized loss on derivatives		(99,071)		(13,823)		(99,071)		(13,823)
Unrealized gain (loss) on derivatives		1,231,471		(1,580,130)		(3,735,354)		(2,094,627)
Gain on sale of real property interests		—		—		373,779		82,026
Total other income and expenses		(4,234,248)		(5,285,217)		(15,446,298)		(10,796,180)
Net income (loss)		354,878		(354,371)		1,067,961		(1,273,047)
Less: Pre-acquisition net income (loss) from Drop-down Assets		(1,118,764)		(83,925)		(5,829)		780,444
Net income (loss) attributable to limited partners		1,473,642		(270,446)		1,073,790		(2,053,491)
Less: Distributions declared to preferred unitholders		(951,426)		—		(1,333,648)		—
Less: General partner's incentive distribution rights		(27,326)		—		(32,385)		—
Net income (loss) attributable to common and subordinated unitholders	$	494,890	$	(270,446)	$	(292,243)	$	(2,053,491)
Net income (loss) per common and subordinated unit
Common units – basic	$	0.06	$	(0.01)	$	0.02	$	(0.13)
Common units – diluted	$	0.06	$	(0.01)	$	(0.02)	$	(0.13)
Subordinated units – basic and diluted	$	(0.10)	$	(0.06)	$	(0.16)	$	(0.38)
Weighted average common and subordinated units outstanding
Common units – basic		13,426,557		8,663,688		12,394,029		6,500,519
Common units – diluted		13,426,557		8,663,688		15,529,138		6,500,519
Subordinated units – basic and diluted		3,135,109		3,135,109		3,135,109		3,135,109
Cash distributions declared per common and subordinated unit	$	0.3375	$	0.3175	$	1.0000	$	0.9225

*Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

See accompanying notes to consolidated and combined financial statements.

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Landmark Infrastructure Partners LP

Consolidated and Combined Statements of Comprehensive Income


	Three months ended September 30,				Nine months ended September 30,
	2016		2015*		2016		2015*
Net Income (loss)	$	354,878	$	(354,371)	$	1,067,961	$	(1,273,047)
Other comprehensive income:
Foreign currency translation adjustment		30,647		2,132		28,979		2,348
Other comprehensive income		30,647		2,132		28,979		2,348
Comprehensive income (loss)	$	385,525	$	(352,239)	$	1,096,940	$	(1,270,699)

*Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

See accompanying notes to consolidated and combined financial statements

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Landmark Infrastructure Partners LP

Consolidated and Combined Statements of Partners’ Capital


															Accumulated
			Preferred	Preferred					Preferred		Preferred				Other
	Common	Subordinated	Units -	Units -	Common		Subordinated		Unitholders -		Unitholders -		General		Comprehensive		Total
	Units	Units	Series A	Series B	Unitholders		Unitholder		Series A		Series B		Partner		Income		Equity*
Balance as of December 31, 2014*	4,702,665	3,135,109	—	—	$	74,683,957	$	29,745,957	$	—	$	—	$	73,035,350	$	3,132	$	177,468,396
Pre-acquisition net loss from Drop-down Assets	—	—	—	—		—		—		—		—		780,444		—		780,444
Net investment of Drop-down Assets	—	—	—	—		—		—		—		—		(78,690,876)		—		(78,690,876)
Foreign currency translation adjustment	—	—	—	—		—		—		—		—		—		2,348		2,348
Distributions	—	—	—	—		(4,401,640)		(2,318,100)		—		—		—		—		(6,719,740)
Capital contribution to fund general and administrative expense reimbursement	—	—	—	—		—		—		—		—		1,465,040		—		1,465,040
Issuance of units in connection with the Fund E acquisition	1,998,852	—	—	—		31,461,930		—		—		—		—		—		31,461,930
Issuance of Common Units, net	3,000,000	—	—	—		46,941,545		—		—		—		—		—		46,941,545
Unit-based compensation	5,050	—	—	—		96,250		—		—		—		—		—		96,250
Net loss attributable to partners	—	—	—	—		(867,361)		(1,186,130)		—		—		—		—		(2,053,491)
Balance as of September 30, 2015*	9,706,567	3,135,109	—	—	$	147,914,681	$	26,241,727	$	—	$	—	$	(3,410,042)	$	5,480	$	170,751,846

Balance as of December 31, 2015*	11,820,144	3,135,109	—	—	$	179,045,366	$	25,941,274	$	—	$	—	$	(48,108,889)	$	8,096	$	156,885,847
Pre-acquisition net loss from Drop-down Assets	—	—	—	—		—		—		—		—		(5,829)		—		(5,829)
Net investment of Drop-down Assets	—	—	—	—		—		—		—		—		(87,218,768)		—		(87,218,768)
Foreign currency translation adjustment	—	—	—	—		—		—		—		—		—		28,979		28,979
Issuance of Preferred Units, net	—	—	863,657	1,840,000		—		—		19,442,312		44,256,029		—		—		63,698,341
Issuance of Common Units, net	4,108,264	—	—	—		72,969,418		—		—		—		—		—		72,969,418
Distributions	—	—	—	—		(11,805,350)		(3,095,920)		(808,737)		(524,911)		(5,059)		—		(16,239,977)
Capital contribution to fund general and administrative expense reimbursement	—	—	—	—		—		—		—		—		2,034,077		—		2,034,077
Unit-based compensation	9,840	—	—	—		105,000		—		—		—		—		—		105,000
Net income (loss) attributable to partners	—	—	—	—		223,195		(515,438)		808,737		524,911		32,385		—		1,073,790
Balance as of September 30, 2016	15,938,248	3,135,109	863,657	1,840,000	$	240,537,629	$	22,329,916	$	19,442,312	$	44,256,029	$	(133,272,083)	$	37,075	$	193,330,878

*Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

See accompanying notes to consolidated and combined financial statements

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Landmark Infrastructure Partners LP

Consolidated and Combined Statements of Cash Flows


	Nine months ended September 30,
	2016		2015*
Operating activities
Net income (loss)	$	1,067,961	$	(1,273,047)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unit-based compensation		105,000		96,250
Unrealized loss on derivatives		3,735,354		2,094,627
Loss on early extinguishment of debt		1,703,468		902,625
Amortization expense		8,169,542		6,167,876
Amortization of above- and below- market lease		(1,022,966)		(1,139,059)
Amortization of deferred loan costs		1,255,502		1,482,408
Amortization of discount on Secured Notes		1,009		—
Receivables interest accretion		(30,349)		(21,450)
Impairments		1,235,035		3,578,744
Gain on sale of real property interests		(373,779)		(82,026)
Allowance for doubtful accounts		113,796		—
Changes in operating assets and liabilities:
Rent receivables, net		5,795		(766,648)
Accounts payable and accrued liabilities		(292,032)		393,605
Deferred rent receivables		(258,026)		(292,102)
Prepaid rent		272,651		1,232,041
Due from Landmark and affiliates		1,506,671		(1,160,985)
Other assets		315,042		248,789
Net cash provided by operating activities		17,509,674		11,461,648
Investing activities
Acquisition of land		(6,608,634)		(5,082,027)
Acquisition of real property interests		(54,162,699)		(88,864,100)
Proceeds from sales of real property interests		1,789,448		223,487
Acquisition of receivables		(9,284,018)		(142,062)
Repayments of receivables		669,470		523,608
Net cash used in investing activities		(67,596,433)		(93,341,094)
Financing activities
Proceeds from the issuance of Common Units, net		6,728,724		46,941,545
Proceeds from the issuance of Series A Preferred Units, net		19,613,457		—
Proceeds from the issuance of Series B Preferred Units, net		44,456,029		—
Proceeds from revolving credit facility		134,300,000		141,200,000
Proceeds from secured debt facilities		—		162,357,138
Proceeds from the issuance of Secured Notes		116,582,708		—
Principal payments on revolving credit facility		(188,300,000)		(50,700,000)
Principal payments on secured debt facilities		(76,235,030)		(181,587,712)
Principal payments on Secured Notes		(291,298)		—
Deferred loan costs		(3,949,807)		(1,015,386)
Changes in restricted cash		(1,179,148)		—
Capital contribution to fund general and administrative expense reimbursement		1,618,970		1,173,925
Distributions to preferred unitholders		(448,880)		—
Distributions to limited partners		(14,906,329)		(6,719,740)
Consideration received from (paid to) General Partner associated with Drop-down Acquisitions		13,463,412		(29,808,233)
Net cash provided by financing activities		51,452,808		81,841,537
Effect of changes in foreign currency exchange rates on cash and cash equivalents		(3,748)		(109)
Net increase (decrease) in cash and cash equivalents		1,362,301		(38,018)
Cash and cash equivalents at beginning of the period		1,984,468		311,108
Cash and cash equivalents at end of the period	$	3,346,769	$	273,090

*Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

See accompanying notes to consolidated and combined financial statements.

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Landmark Infrastructure Partners LP

Notes to the Consolidated and Combined Financial Statements

1. Business

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 and has been publicly traded since its initial public offering on November 19, 2014 (the “IPO”). 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”) and for time periods subsequent to the IPO, refer to Landmark Infrastructure Partners LP.

The Partnership was formed to own a portfolio of primarily real property interests that are leased to companies in the wireless communication, outdoor advertising and renewable power generation industries.

Our operations are managed by the board of directors and executive officers of Landmark Infrastructure Partners GP LLC, our general partner (the “General Partner”). As of September 30, 2016, Landmark owns (a) our general partner; (b) 253,809 common units representing limited partnership interest in the Partnership (“Common Units”) and 3,135,109 subordinated units in us; and (c) all of our incentive distribution rights (“IDRs”).

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidated and Combined Financial Statements

During the nine months ended September 30, 2016 and for the year ended December 31, 2015, the Partnership completed four and eight drop-down acquisitions, respectively, from our Sponsor and affiliates (collectively the “Drop-down Acquisitions” or “Drop-down Assets”). The Drop-down Acquisitions were deemed to be transactions between entities under common control, which requires that the assets and liabilities transferred be reflected at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retroactively adjusted to include the historical results and financial position of the Drop-down Assets prior to the acquisition dates. The differences between the cash consideration of each acquisition and the historical cost basis were allocated to the General Partner. All intercompany transactions and account balances have been eliminated.

Our results of operations, cash flows, assets and liabilities consist of the consolidated Landmark Infrastructure Partners LP activities and balances with retroactive adjustments of the combined results of operations, cash flows, assets and liabilities of the Drop-down Assets.

All financial information presented represents 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 Drop-down Assets as if the Drop-down Acquisitions occurred on the earliest date during which the Drop-down Assets were under common control. See further discussion in Note 3, Acquisitions for additional information.

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The unaudited interim consolidated and combined financial statements have been prepared in conformity with GAAP as established by the Financial Accounting Standards Board (the “FASB”) in the ASC including modifications issued under the Accounting Standards Updates (“ASUs”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the unaudited financial information set forth therein. Financial information for the three and nine months ended September 30, 2016 and 2015 included in these Notes to the Consolidated and Combined Financial Statements is derived from our unaudited financial statements. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Operating results for the three months and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. All references to tenant sites are unaudited.

Use of Estimates

The preparation of the 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 consolidated and combined financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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 not expected to 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 August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU No. 2016-15”). The objective of ASU 2016-15 is to reduce existing diversity in practice by addressing eight specific cash flow issues related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. If early adopted, an entity must adopt all of the amendments in the same period. The Partnership is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU No. 2016-13”). The ASU sets forth a current expected credit loss model which requires an entity to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019, and the guidance is to be applied using the modified-retrospective approach. The Partnership is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU No. 2016-09”). The guidance simplifies various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Partnership does not expect the adoption of ASU No. 2016-09 to have an impact on its financial statements.

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In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Partnership is currently evaluating the impact of the adoption of this standard on our consolidated 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). In August 2015, the FASB issued Accounting Standards Update No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for public companies for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Partnership does not expect the adoption of ASU No. 2014-09, as amended, to have an impact on its financial statements.

3. Acquisitions

Drop-down Acquisitions

During the nine months ended September 30, 2016 and for the year ended December 31, 2015, the Partnership completed four and eight Drop-down Acquisitions, respectively, from our Sponsor and affiliates. Certain real property interests and financing assets included in the Drop-down Acquisitions completed by the Partnership during 2016 and 2015 were part of the right of first offer assets acquired from Landmark Dividend Growth Fund-G LLC (“Fund G”), Landmark Dividend Growth Fund-F LLC (“Fund F”), Landmark Dividend Growth Fund-C LLC (“Fund C”) and Landmark Dividend Growth Fund-E LLC (“Fund E” and together with Fund G, Fund F and Fund C, the “Acquired Funds”). All other Drop-down Acquisitions have been made from Landmark Infrastructure Holding Company LLC (“HoldCo”), a wholly-owned subsidiary of Landmark. The following table presents the Drop-down Acquisitions completed by the Partnership during 2016 and 2015:


		Number of Tenant Sites
				Renewable		Investments	Consideration (in millions)
		Wireless	Outdoor	Power		in			Common
Acquisition Date	Source	Communication	Advertising	Generation	Total	Receivables	Borrowings		Units		Total (1)
August 30, 2016	HoldCo	28	5	30	63	—	$	21.1	$	—	$	21.1
August 30, 2016	Fund G	214	171	1	386	5		75.6		64.7		140.3
August 1, 2016	HoldCo	37	4	12	53	6		18.0		—		24.4
April 20, 2016	HoldCo	1	—	1	2	1		6.3		—		6.3
2016 Acquisitions		280	180	44	504	12	$	121.0	$	64.7	$	192.1

December 18, 2015	HoldCo	23	16	2	41	—	$	24.0	$	—	$	24.2
November 19, 2015	Fund F	99	37	—	136	—		25.0		19.5		44.5
November 19, 2015	Fund C	67	5	—	72	—		17.3		13.0		30.3
September 21, 2015	HoldCo	50	13	2	65	—		20.0		—		20.3
August 18, 2015	Fund E	135	57	1	193	—		34.9		31.0		65.9
July 21, 2015	HoldCo	81	16	3	100	1		35.5		—		35.7
April 8, 2015	HoldCo	45	28	—	73	—		21.5		—		22.1
March 4, 2015	HoldCo	41	39	1	81	—		24.0		—		25.2
2015 Acquisitions		541	211	9	761	1	$	202.2	$	63.5	$	268.2

(1)

Amounts may not total as the total consideration includes amounts of available cash used to fund the acquisitions.

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The assets and liabilities acquired from Landmark and affiliates are recorded at the historical cost of Landmark, as the Drop-down Acquisitions are deemed to be transactions between entities under common control with the statements of operations of the Partnership adjusted retroactively as if the Drop-down Acquisitions occurred on the earliest date during which the Drop-down Assets were under common control. Our historical financial statements have been retroactively adjusted to reflect the results of operations, financial position, and cash flows of the Drop-down Assets as if we owned the Drop-down Assets as of the date acquired by Landmark for all periods presented. The following tables present our results of operations and financial position reflecting the effect of the Drop-down Acquisitions on pre-acquisition periods.

Consolidated statement of operations for the three and nine months ended September 30, 2016:


	Three months ended September 30, 2016						Nine months ended September 30, 2016
			Pre-Acquisition						Pre-Acquisition
	Landmark		results of the				Landmark		results of the
	Infrastructure		Drop-down		Consolidated		Infrastructure		Drop-down		Consolidated
	Partners LP		Acquisitions		Results		Partners LP		Acquisitions		Results
Revenue
Rental revenue	$	8,504,764	$	1,526,674	$	10,031,438	$	23,665,233	$	5,827,915	$	29,493,148
Interest income on receivables		296,232		53,592		349,824		720,392		188,578		908,970
Total revenue		8,800,996		1,580,266		10,381,262		24,385,625		6,016,493		30,402,118
Expenses
Management fees to affiliate		—		49,530		49,530		—		195,663		195,663
Property operating		22,914		—		22,914		94,969		1,550		96,519
General and administrative		632,251		—		632,251		2,776,839		—		2,776,839
Acquisition-related		875,136		111,519		986,655		1,210,101		204,160		1,414,261
Amortization		2,474,531		391,220		2,865,751		6,715,810		1,453,732		8,169,542
Impairments		1,235,035		—		1,235,035		1,235,035		—		1,235,035
Total expenses		5,239,867		552,269		5,792,136		12,032,754		1,855,105		13,887,859
Other income and expenses		(2,087,487)		(2,146,761)		(4,234,248)		(11,279,081)		(4,167,217)		(15,446,298)
Net income (loss)	$	1,473,642	$	(1,118,764)	$	354,878	$	1,073,790	$	(5,829)	$	1,067,961

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Consolidated statement of operations for the three months ended September 30, 2015:


			Pre-Acquisition		Landmark		Pre-Acquisition		Landmark
			results of the		Infrastructure		results of the		Infrastructure
	Landmark		Acquisitions		Partners LP		Acquisitions		Partners LP
	Infrastructure		Prior to		(As Previously Reported		Post		(As Currently
	Partners LP		September 30, 2015		November 5, 2015)		September 30, 2015		Reported)
Revenue
Rental revenue	$	5,326,821	$	717,496	$	6,044,317	$	2,762,521	$	8,806,838
Interest income on receivables		200,117		785		200,902		—		200,902
Total revenue		5,526,938		718,281		6,245,219		2,762,521		9,007,740
Expenses
Management fees to affiliate		—		18,738		18,738		101,177		119,915
Property operating		7,568		110		7,678		13,504		21,182
General and administrative		462,364		—		462,364		—		462,364
Acquisition-related		817,099		186,195		1,003,294		68,422		1,071,716
Amortization		1,251,433		172,269		1,423,702		676,007		2,099,709
Impairments		302,008		—		302,008		—		302,008
Total expenses		2,840,472		377,312		3,217,784		859,110		4,076,894
Other income and expenses		(2,956,912)		(1,085,881)		(4,042,793)		(1,242,424)		(5,285,217)
Net income (loss)	$	(270,446)	$	(744,912)	$	(1,015,358)	$	660,987	$	(354,371)

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


			Pre-Acquisition		Landmark		Pre-Acquisition		Landmark
			results of the		Infrastructure		results of the		Infrastructure
	Landmark		Acquisitions		Partners LP		Acquisitions		Partners LP
	Infrastructure		Prior to		(As Previously Reported		Post		(As Currently
	Partners LP		September 30, 2015		November 5, 2015)		September 30, 2015		Reported)
Revenue
Rental revenue	$	13,148,536	$	3,151,768	$	16,300,304	$	8,004,580	$	24,304,884
Interest income on receivables		601,972		3,208		605,180		—		605,180
Total revenue		13,750,508		3,154,976		16,905,484		8,004,580		24,910,064
Expenses
Management fees to affiliate		—		91,650		91,650		296,435		388,085
Property operating		16,462		2,997		19,459		13,504		32,963
General and administrative		2,097,421		9,933		2,107,354		—		2,107,354
Acquisition-related		1,290,451		1,667,825		2,958,276		153,633		3,111,909
Amortization		3,393,421		783,005		4,176,426		1,991,450		6,167,876
Impairments		3,578,744		—		3,578,744		—		3,578,744
Total expenses		10,376,499		2,555,410		12,931,909		2,455,022		15,386,931
Other income and expenses		(5,427,500)		(1,798,300)		(7,225,800)		(3,570,380)		(10,796,180)
Net income (loss)	$	(2,053,491)	$	(1,198,734)	$	(3,252,225)	$	1,979,178	$	(1,273,047)

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Balance Sheet as of December 31, 2015:


	Landmark
	Infrastructure		Pre-Acquisition		Landmark
	Partners LP		results of the		Infrastructure
	(As Previously Reported		Drop-down		Partners LP
	February 16, 2016)		Acquisitions		(As Currently Reported)
Assets
Land	$	10,812,784	$	2,073,742	$	12,886,526
Real property interests		358,074,190		94,603,810		452,678,000
Total land and real property interests		368,886,974		96,677,552		465,564,526
Accumulated amortization of real property interest		(14,114,307)		(2,251,698)		(16,366,005)
Land and net real property interests		354,772,667		94,425,854		449,198,521
Investments in receivables, net		8,136,867		3,998,919		12,135,786
Cash and cash equivalents		1,984,468		—		1,984,468
Rent receivables, net		952,427		388,004		1,340,431
Due from Landmark and affiliates		2,205,853		—		2,205,853
Deferred loan cost, net		3,089,894		—		3,089,894
Deferred rent receivable		676,134		188,845		864,979
Other intangible assets, net		10,731,221		2,384,058		13,115,279
Other assets		1,206,949		—		1,206,949
Total assets	$	383,756,480	$	101,385,680	$	485,142,160
Liabilities and equity
Revolving credit facility	$	233,000,000	$	—	$	233,000,000
Secured debt facility		—		74,135,801		74,135,801
Accounts payable and accrued liabilities		1,683,062		104,459		1,787,521
Other intangible liabilities, net		12,001,093		2,378,802		14,379,895
Prepaid rent		2,980,621		1,149,895		4,130,516
Derivative liabilities		736,231		86,349		822,580
Total liabilities		250,401,007		77,855,306		328,256,313
Commitments and contingencies
Equity		133,355,473		23,530,374		156,885,847
Total liabilities and equity	$	383,756,480	$	101,385,680	$	485,142,160

Consolidated summarized cash flows for the nine months ended September 30, 2016:


			Pre-Acquisition
	Landmark		results of the
	Infrastructure		Drop-down		Consolidated
	Partners LP		Acquisitions		Results
Net cash provided by operating activities	$	15,135,506	$	2,374,168	$	17,509,674
Net cash used in investing activities		(67,596,433)		—		(67,596,433)
Net cash provided by (used in) financing activities		53,826,976		(2,374,168)		51,452,808

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


			Pre-Acquisition		Landmark		Pre-Acquisition		Landmark
			results of the		Infrastructure		results of the		Infrastructure
	Landmark		Acquisitions		Partners LP		Acquisitions		Partners LP
	Infrastructure		Prior to		(As Previously Reported		Post		(As Currently
	Partners LP		September 30, 2015		November 5, 2015)		September 30, 2015		Reported)
Net cash provided by operating activities	$	6,358,768	$	417,701	$	6,776,469	$	4,685,179	$	11,461,648
Net cash used in investing activities		(93,341,094)		—		(93,341,094)		—		(93,341,094)
Net cash provided by (used in) financing activities		86,944,314		(417,707)		86,526,607		(4,685,070)		81,841,537

The Pre-Acquisition results of the Acquisitions prior to September 30, 2015 include the retroactive adjustments to reflect the results of operations and cash flows of the Drop-Down Acquisitions prior to September 30, 2015 prior to the acquisition dates for the periods under common control. The Landmark Infrastructure Partners LP (As Previously Reported November 5, 2015) column refers to periods previously filed within the Partnership’s Form 10-Q as filed on November 5, 2015. The Pre-Acquisition results of the Acquisitions Post September 30, 2015 include the retroactive adjustments to reflect the results of operations and cash flows of the Drop-Down Acquisitions subsequent to the September 21, 2015 acquisition prior to the acquisition dates for the periods under common control. The Landmark Infrastructure Partners LP (As Previously Reported February 16, 2016) column refers to period previously filed within the Partnership’s Form 10-K as filed on February 16, 2016.

Third Party Acquisitions

During the nine months ended September 30, 2016, the Partnership completed several direct third party acquisitions in exchange for Common Units pursuant to our previously filed and effective registration statement on Form S-4, in which we may offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities (the “Unit Exchange Program”). The acquisitions made under the Unit Exchange Program are collectively referred to as the “Unit Exchange Acquisitions.” Additionally, during the nine months ended September 30, 2016, the Partnership completed several direct third party acquisitions in international locations (the “International Acquisitions”).

The following table presents direct third party acquisitions completed by the Partnership during 2016:


	No. of Tenant Sites			Consideration (in millions)
	Wireless	Outdoor				Common
Acquisition Description	Communication	Advertising	Total	Borrowings		Units		Total
Second Quarter
International Acquisitions	2	—	2	$	0.1	$	—	$	0.1
Unit Exchange Acquisitions	3	—	3		—		1.6		1.6
Total	5	—	5	$	0.1	$	1.6	$	1.7

Third Quarter
International Acquisitions	4	1	5	$	0.7	$	—	$	4.4	(1)
Unit Exchange Acquisitions	1	—	1		—		0.1		0.1
Total	5	1	6	$	0.7	$	0.1	$	4.5

(1)

Amounts may not total as the total consideration includes amounts of available cash used to fund the acquisitions.

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4. Real Property Interests

The following table summarizes the Partnership’s real property interests:


	September 30, 2016		December 31, 2015
Land	$	17,421,418	$	12,886,526
Real property interests – perpetual		98,423,568		97,381,199
Real property interests – finite life		377,694,708		355,296,801
Total land and real property interests		493,539,694		465,564,526
Accumulated amortization of real property interests		(23,391,414)		(16,366,005)
Land and net real property interests	$	470,148,280	$	449,198,521

On March 22, 2016, the Partnership completed a sale of one wireless communication site to a third party in exchange for cash consideration of $0.8 million. We recognized a gain on sale of real property interest of $0.4 million upon completion of the sale.

On March 30, 2016, the Partnership completed a sale of 12 wireless communication sites to Landmark, in exchange for cash consideration of $2.0 million. The assets were originally acquired by Landmark and sold to the Partnership during the July 21, 2015 and September 21, 2015 acquisitions. Landmark repurchased the pool of assets at the same purchase price sold to the Partnership. As the transaction is between entities under common control, the difference between the cash consideration and the net book value of the assets is allocated to the General Partner and no gain or loss is recognized.

During the nine months ended September 30, 2016, the Partnership completed the acquisitions as described in Note 3, Acquisitions, and paid total consideration of $192.1 million. During 2015, the Partnership completed the acquisitions as described in Note 3, Acquisitions and paid total consideration of $268.2 million. The Drop-down 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 ended September 30, 2016 the differences totaling $61.5 million between the total consideration of $192.1 million and the historical cost basis of $130.6 million were allocated to the General Partner. During 2015 the differences totaling $69.4 million between the total consideration of $268.2 million and the historical cost basis of $198.8 million were allocated to the General Partner.

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The Partnership applies the business combination method to all acquired investments of real property interests for transactions that meet the definition of a business combination. 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 Partnership assigned discount rates ranging between 6% and 20%.

The following table summarizes the preliminary allocation for the Partnership’s 2016 acquisitions and final allocation for the Partnership’s 2015 acquisitions of estimated fair values of the assets acquired and liabilities assumed at the date of acquisition by Landmark.


			Investments in real		In-place lease		Above-market		Below-market
Period	Land		property interests		intangibles		lease intangibles		lease intangibles		Total
2016	$	6,608,634	$	115,179,043	$	3,309,428	$	555,532	$	(3,455,437)	$	122,197,200
2015(1)		6,473,467		100,986,256		3,210,246		2,533,037		(4,637,609)		108,565,397

(1)

Prior-period financial information retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 for additional information.

Future estimated aggregate amortization of real property interests for each of the five succeeding fiscal years and thereafter as of September 30, 2016, are as follows:


2016 (three months)	$	2,805,698
2017		10,107,494
2018		9,842,181
2019		9,566,904
2020		9,332,647
Thereafter		312,648,370
Total	$	354,303,294

The weighted average remaining amortization period for non‑perpetual real property interests is 51 years at September 30, 2016.

During the three and nine months ended September 30, 2016, eight of the Partnership’s real property interests were impaired as a result of termination notices received during the quarter. During the three and nine months ended September 30, 2015, five and eighteen, respectively, of the Partnership’s real property interests were impaired as a result of termination notices received and one property foreclosure. During the three and nine months ended September 30, 2016, we recognized impairment charges totaling $1.2 million. During the three and nine months ended September 30, 2015, we recognized impairment charges totaling $0.3 million and $3.6 million, respectively. The carrying value of each real property interest was determined to have a fair value of zero with the remaining lease intangibles amortized over the remaining lease life.

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5. Other Intangible Assets and Liabilities

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


	September 30, 2016		December 31, 2015
Acquired in-place lease
Gross amount	$	13,257,230	$	12,797,296
Accumulated amortization		(4,021,790)		(2,981,947)
Net amount	$	9,235,440	$	9,815,349
Acquired above-market leases
Gross amount	$	4,919,324	$	4,532,919
Accumulated amortization		(1,753,534)		(1,232,989)
Net amount	$	3,165,790	$	3,299,930
Total other intangible assets, net	$	12,401,230	$	13,115,279
Acquired below-market leases
Gross amount	$	(19,099,230)	$	(18,661,698)
Accumulated amortization		5,730,627		4,281,803
Total other intangible liabilities, net	$	(13,368,603)	$	(14,379,895)

We recorded net amortization of above‑ and below‑market lease intangibles of $0.3 million and $1.0 million as an increase to rental revenue for the three and nine months ended September 30, 2016, respectively, and $0.4 million and $1.1 million as an increase to rental revenue for the three and nine months ended September 30, 2015, respectively. We recorded amortization of in‑place lease intangibles of $0.4 million and $1.1 million as amortization expense for the three and nine months ended September 30, 2016, respectively, and $0.3 million and $1.1 million as amortization expense for the three and nine months ended September 30, 2015, respectively.

Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of September 30, 2016 follows:


	Acquired		Acquired		Acquired
	in-place		above-market		below-market
	leases		leases		leases
2016 (three months)	$	340,006	$	177,990	$	(493,219)
2017		1,309,260		592,411		(1,932,907)
2018		1,238,981		404,649		(1,882,659)
2019		1,170,933		358,917		(1,827,728)
2020		1,103,621		279,495		(1,772,759)
Thereafter		4,072,639		1,352,328		(5,459,331)
Total	$	9,235,440	$	3,165,790	$	(13,368,603)

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6. Investments in Receivables

As a result of the transfer of investments in receivables from the Predecessor 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, the date we closed our IPO, using an 8.75% discount rate. The receivables are unsecured with payments collected over periods ranging from 2 to 99 years. In connection with the Drop-down Acquisitions from Landmark and affiliates as described in footnote 3 Acquisitions, the Partnership acquired additional investments in receivables that are recorded at the fair value at the acquisition date, using discount rates ranging from 7.7% to 14.3%.

Interest income recognized on the receivables totaled $0.3 million and $0.9 million for the three and nine months ended September 30, 2016, respectively, and $0.2 million and $0.6 million for the three and nine months ended September 30, 2015, respectively.

The following table reflects the activity in investments in receivables:


	Nine Months Ended		Year Ended
	September 30, 2016		December 31, 2015
Investments in receivables – beginning	$	12,135,786	$	8,665,274
Acquisitions		5,045,995		4,130,200
Fair value adjustment		239,104		11,862
Repayments		(669,470)		(695,948)
Interest accretion		30,349		24,398
Investments in receivables – ending	$	16,781,764	$	12,135,786

Annual amounts due as of September 30, 2016, are as follows:


2016 (three months)	$	578,735
2017		2,472,795
2018		2,298,068
2019		1,822,544
2020		1,810,831
Thereafter		23,900,719
Total	$	32,883,692
Interest	$	16,101,928
Principal		16,781,764
Total	$	32,883,692

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7. Debt

The following table summarizes the Partnership’s debt:


	Original		Maturity	Outstanding Balance
	Commitments		Date	September 30, 2016		December 31, 2015
Revolving credit facility	$	250,000,000	November 19, 2019	$	179,000,000	$	233,000,000

Secured debt facility		82,000,000	December 17, 2018		—		76,235,030
Deferred loan costs					—		(2,099,229)
Secured debt facility, net					—		74,135,801

Series 2016-1 Class A		91,500,000	June 1, 2021		91,208,700		—
Series 2016-1 Class B		25,100,000	June 1, 2021		25,100,000		—
Secured Notes		116,600,000			116,308,700		—
Discount on Secured Notes					(16,283)		—
Deferred loan costs					(3,753,008)		—
Secured Notes, net				$	112,539,409	$	—

Revolving Credit Facility

Substantially all of our assets, excluding equity in and assets of unrestricted subsidiaries, after‑acquired real property, and other customary exclusions, are pledged (or secured by mortgages), as collateral under our revolving credit facility. Our revolving credit facility contains various customary covenants and restrictive provisions.

In addition, our revolving credit facility contains customary events of default, 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.

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%.

The revolving credit facility requires monthly interest payments and the outstanding debt balance is due upon maturity. As of September 30, 2016, there was $71.0 million of undrawn borrowing capacity, subject to compliance with certain financial covenants. As of September 30, 2016, the Partnership was in compliance with all financial covenants required under the revolving credit facility.

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Secured Notes

On June 16, 2016, the Partnership completed a securitization transaction (the “Securitization”) involving 629 tenant sites and related real property interests (the “Secured Tenant Site Assets”) owned by certain unrestricted special purpose subsidiaries of the Partnership (the “Obligors”), through the issuance of the Series 2016-1 Secured Tenant Site Contract Revenue Notes, Class A and Class B (collectively, the “Secured Notes”), in an aggregate principal amount of $116.6 million. The net proceeds from the Securitization were used to pay down the revolving credit facility by $112.3 million. The Class B Notes are subordinated in right of payment to the Class A Notes. The Secured Notes were issued at a discount of $17,292, which will be accreted and recognized to interest expense over the term of the Secured Notes. The Class A and Class B Secured Notes bear interest at a fixed note rate per annum of 3.52% and 7.02%, respectively.

The Secured Notes are secured by (1) mortgages and deeds of trust on substantially all of the Secured Tenant Site Assets and their operating cash flows, (2) a security interest in substantially all of the personal property of the Obligors, and (3) the rights of the Obligors under a management agreement. Amounts due under the Secured Notes will be paid solely from the cash flows generated from the operation of the Secured Tenant Site Assets. The Partnership is required to make monthly payments of principal and interest on Class A Notes based on a 30-year amortization period and monthly payments of interest only on Class B Notes, commencing in July 2016. On each payment date, commencing with the payment date occurring in July 2016, available funds will be used to repay the Class A Notes in an amount sufficient to pay the Class A monthly amortization amount. No other payments of principal will be required to be made prior to the anticipated repayment date in June 2021. If the DSCR, or debt service coverage ratio, generally calculated as the ratio of annualized net cash flow (as defined in the Indenture) to the amount of interest, servicing fees and trustee fees that we will be required to pay over the succeeding twelve payment dates, is 1.30 to 1.0 or less for one calendar month (the “Cash Trap DSCR”), then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make certain other payments required under the Indenture, referred to as Excess Cash Flow, will be deposited into a reserve account instead of being released to us. The funds in the reserve account will not be released unless and until the debt service coverage ratio exceeds the Cash Trap DSCR for two consecutive calendar months. Additionally, an “amortization period” commences if, as of the end of any calendar month, the debt service coverage ratio falls below 1.15 to 1.0 (the “Minimum DSCR”) and will continue to exist until the debt service coverage ratio exceeds the Minimum DSCR for two consecutive calendar months. During an amortization period, excess cash flow is applied to repay the Secured Notes.

The Secured Notes have an anticipated repayment date of June 15, 2021 and a final repayment date of July 15, 2046. The Secured Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration. Except in certain limited circumstances described in the Indenture, prepayments (other than scheduled amortization payments) made more than twelve months prior to the anticipated repayment date of the Secured Notes are required to be accompanied by the applicable prepayment consideration. If the Secured Notes have not been paid in full upon the anticipated repayment date, additional interest will begin to accrue on the outstanding principal balance of the Secured Notes and such notes will begin to amortize on a monthly basis based on excess cash flows from the Secured Tenant Site Assets.

The Partnership is subject to covenants customary for notes issued in rated securitizations. Among other things, the Obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. The organizational documents of the Guarantor and the Obligors were amended to contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors. As of September 30, 2016, the Partnership was in compliance with all financial covenants under the Secured Notes.

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The Secured Notes’ annual principal payment amounts due as of September 30, 2016, are as follows:


2016 (three months)	$	291,300
2017		1,746,600
2018		2,913,000
2019		4,083,000
2020		5,249,400
Thereafter		102,025,400
Total	$	116,308,700

Interest Expense

The Partnership incurred interest expense of $3.7 million and $10.3 million for the three and nine months ended September 30, 2016, respectively, and $2.8 million and $7.9 million for the three and nine months ended September 30, 2015, respectively. At September 30, 2016 and December 31, 2015 we had interest payable of $0.3 million and $0.4 million, respectively. The Partnership recorded $0.5 million and $1.3 million of deferred loan costs amortization, which is included in interest expense, for the three and nine months ended September 30, 2016, respectively, and $0.5 million and $1.5 million for the three and nine months ended September 30, 2015, respectively.

Drop-down Acquisitions

Interest expense for the three and nine months ended September 30, 2016 includes retroactive adjustments of $0.5 million and $2.5 million, respectively, associated with the Acquired Funds’ secured debt facilities. Prior-period information has been retroactively adjusted to include $1.4 million and $4.3 million of interest expense for the three and nine months ended September 30, 2015, respectively. Additionally, deferred loan costs amortization, which is included in interest expense, has been retroactively adjusted to include $0.1 million and $0.4 million for the three and nine months ended September 30, 2016, respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2015, respectively.

In connection with the acquisition of the Acquired Funds, cash proceeds were used to repay the Acquired Funds’ secured indebtedness as part of the Acquired Funds’ respective liquidations. In connection with the acquisition of Fund G, Fund F, Fund C and Fund E, $74.6 million, $24.5 million, $15.1 million and $29.2 million was used to repay each funds’ secured indebtedness, respectively. At the time of each Fund acquisition, the unamortized balance of the deferred loan costs totaling $1.7 million and $0.9 million related to the secured debt facilities was recorded as a loss on extinguishment of debt during the three and nine months ended September 30, 2016 and 2015, respectively.

8. Interest Rate Swap Agreements

On March 23, 2016, the Partnership entered into an interest rate swap agreement with a notional amount of $50.0 million to fix the floating rate for existing borrowings at an effective rate of 4.17% over a three-year period beginning on December 24, 2018. Additionally, on March 31, 2016, the Partnership entered into two interest rate swap agreements with notional amounts of $20.0 million and $25.0 million to fix the floating interest rate for existing borrowings at an effective rate of 4.06% and 4.13% over a three-year period beginning on December 24, 2018 and April 13, 2019, respectively. These interest rate swap agreements extend through and beyond the term of the Partnership’s existing credit facility.

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


Date	Notional	Fixed		Effective	Maturity	Fair Value Liability at
Entered	Value	Rate		Date	Date	September 30, 2016		December 31, 2015
December 24, 2014	$ 70,000,000	4.02	%	12/24/2014	12/24/2018	$	(1,134,521)	$	(645,464)
February 5, 2015	25,000,000	3.79		4/13/2015	4/13/2019		(304,969)		(26,369)
August 24, 2015	50,000,000	4.24		10/1/2015	10/1/2022		(1,954,528)		(64,398)
March 23, 2016	50,000,000	4.17		12/24/2018	12/24/2021		(671,668)		—
March 31, 2016	20,000,000	4.06		12/24/2018	12/24/2021		(211,266)		—
March 31, 2016	25,000,000	4.13		4/13/2019	4/13/2022		(280,982)		—
April 1, 2015	10,000,000	4.21		4/1/2015	(1)		—		(29,494)
December 30, 2015	50,000,000	4.11		1/4/2016	(1)		—		(56,855)
						$	(4,557,934)	$	(822,580)

(1)

Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control and the Acquired Funds’ interest rate swap agreements were terminated in connection with the repayment of the Acquired Funds’ secured indebtedness as a result of the Partnership’s acquisition of the Acquired Funds.

During the three and nine months ended September 30, 2016, the Partnership recorded a gain of $1.2 million and a loss of $3.7 million, respectively, and for the three and nine months ended September 30, 2015, the Partnership recorded a loss of $1.6 million and $2.1 million, respectively, resulting from the change in fair value of the interest rate swap agreements, which is reflected as an unrealized gain (loss) on derivative financial instruments on the consolidated and combined statements of operations.

Prior-period information has been retroactively adjusted to include an unrealized loss on derivative financial instruments related to the Acquired Funds’ interest rate swap agreements of $27,945 for the three months ended September 30, 2015 and an unrealized loss on derivative financial instruments of $165,719 for the nine months ended September 30, 2015. Prior-period information has been retroactively adjusted to include a realized loss on derivative financial instruments related to the Acquired Funds’ interest rate swap agreements of $13,823 for the three and nine months ended September 30, 2015. The Acquired Funds’ interest rate swap agreements were terminated in connection with the repayment of the Acquired Funds’ secured indebtedness as a result of the Partnership’s acquisition of the Acquired Funds.

The fair value of the interest rate swap agreements are 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 agreements. 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, 2016. The following table summarizes the fair values of the interest rate swaps as a result of the analysis performed:


		Effects of Change in Interest Rates
Date Entered	Maturity Date	+50 Basis Points		-50 Basis Points		+100 Basis Points		-100 Basis Points
December 24, 2014	12/24/2018	$	(416,408)	$	(1,925,141)	$	322,386	$	(2,407,433)
February 5, 2015	4/13/2019		(6,391)		(627,190)		296,968		(838,455)
August 24, 2015	10/1/2022		(643,227)		(3,583,687)		757,009		(4,917,157)
March 23, 2016	12/24/2021		(18,078)		(1,506,902)		683,481		(2,286,900)
March 31, 2016	12/24/2021		53,766		(539,423)		333,257		(850,218)
March 31, 2016	4/13/2022		45,351		(696,304)		393,235		(1,086,584)

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9. Equity

The table below summarizes changes in the number of units outstanding for the nine months ended September 30, 2016 and 2015 (in units):


			Series A	Series B
	Common	Subordinated	Preferred	Preferred
Balance at December 31, 2014	4,702,665	3,135,109	—	—
Issuance of Common Units - May 20, 2015	3,000,000	—	—	—
Issuance of units in connection with the Fund E acquisition	1,998,852	—	—	—
Unit-based compensation	5,050	—	—	—
Balance at September 30, 2015	9,706,567	3,135,109	—	—

Balance at December 31, 2015	11,820,144	3,135,109	—	—
Issuance of Series A Preferred Units - April 4, 2016	—	—	800,000	—
Issuance of Series B Preferred Units - August 8, 2016	—	—	—	1,840,000
Issuance of units in connection with the Fund G acquisition	3,592,430	—	—	—
ATM Programs	405,156	—	63,657	—
Unit Exchange Program	110,678	—	—	—
Unit-based compensation	9,840	—	—	—
Balance at September 30, 2016	15,938,248	3,135,109	863,657	1,840,000

In connection with the acquisition of the Acquired Funds, the Partnership issued Common Units as partial consideration for the transactions as part of the Acquired Fund’s respective liquidations. The Common Units were issued in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. See Note 3 Acquisitions and Note 12, Related-Party Transactions for additional information.

On May 20, 2015, the Partnership closed a public offering of an additional 3,000,000 Common Units at a price to the public of $16.75 per Common Unit, or $15.9125 per Common Unit net of the underwriters’ discount. We received net proceeds of $46.9 million after deducting the underwriters’ 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.

On December 3, 2015, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on December 30, 2015 and permits us to issue and sell Common and Preferred units, from time to time, representing limited partner interests in us and debt securities up to an aggregate amount of $250.0 million.

On February 16, 2016, the Partnership filed a shelf registration statement on Form S-4 with the SEC. The shelf registration statement was declared effective on March 10, 2016 and permits us to offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities. During the nine months ended September 30, 2016, under the Unit Exchange Program we completed acquisitions of four wireless communication tenant sites in exchange for 110,678 Common Units, valued at approximately $1.7 million as described in Note 3, Acquisitions.

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On April 4, 2016, the Partnership completed a public offering of $20.0 million of 8.0% Series A Cumulative Redeemable Perpetual Preferred Units (“Series A Preferred Units”), representing limited partner interests in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $18.4 million after deducting underwriters’ discounts and offering expenses paid by us of $1.6 million. We used all proceeds to repay a portion of the borrowings under our revolving credit facility.

Distributions on the Series A Preferred Units are cumulative from the date of original issuance and will be payable quarterly in arrears on the 15th day of January, April, July and October of each year, when, as and if declared by the board of directors of our General Partner. The initial distribution on the Series A Preferred Units was paid on July 15, 2016 in an amount equal to $0.5611 per unit. Distributions on the Series A Preferred Units will accumulate at a rate of 8.0% per annum per $25.00 stated liquidation preference per Series A Preferred Unit. In connection with the closing of the Series A Preferred Unit offering, on April 4, 2016, the Partnership executed the Second Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP for the purpose of updating the form of Partnership Agreement and defining the preferences, rights, powers and duties of holders of Series A Preferred Units.

On June 24, 2016, the Partnership established a Preferred Unit at-the-market offering program (the “Preferred Unit ATM Program” and together with the Common Unit ATM Program the “ATM Programs”) pursuant to which we may sell, from time to time, Preferred Units having an aggregate offering price of up to $40.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Preferred Unit ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the nine months ended September 30, 2016, the Partnership issued 63,657 Series A Preferred Units under our Preferred Unit ATM Program, generating proceeds of approximately $1.6 million before issuance costs.

On August 8, 2016, the Partnership completed a public offering of $46.0 million of 7.9% Series B Cumulative Redeemable Perpetual Preferred Units, at a price of $25.00 per unit, representing limited partner interests in the Partnership (“Series B Preferred Units” and together with the Series A Preferred Units “Preferred Units”). The Partnership issued 1,840,000 Series B Preferred Units, which included the full exercise of the underwriters’ option to purchase an additional 240,000 Series B Preferred Units. We received net proceeds of approximately $44.3 million after deducting underwriters’ discounts and offering expenses paid by us of $1.5 million. We used all proceeds to repay a portion of the borrowings under our revolving credit facility.

Distributions on the Series B Preferred Units are cumulative from the date of the original issuance and will be payable quarterly in arrears on the 15th day of February, May, August and November of each year, when, as and if declared by the board of directors of our General Partner. The initial distribution on the Series B Preferred Units will be payable on November 15, 2016 in an amount equal to $0.5321527 per unit. Distributions on the Series B Preferred Units will accumulate at a rate of 7.9% per annum per $25.00 stated liquidation preference per Series B Preferred Unit. The Series B Preferred Units will rank on parity to our Series A Preferred Units with respect to distributions and distributions upon a liquidation event. In connection with the closing of the Series B Preferred Unit offering, on August 8, 2016, the Partnership executed the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Partnership Agreement”) for the purpose of updating the form of Partnership Agreement and defining the preferences, rights, powers and duties of holders of Series B Preferred Units.

Our Partnership Agreement provides that, during the subordination period, 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 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.

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


			Distribution		Total
Quarter Ended	Declaration Date	Distribution Date	Per Unit		Distribution
Common and Subordinated Units
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	October 22, 2015	November 13, 2015		0.3175		4,077,232
December 31, 2015	January 28, 2016	February 12, 2016		0.3250		4,863,655
March 31, 2016	April 20, 2016	May 13, 2016		0.3300		4,953,601
June 30, 2016	July 27, 2016	August 15, 2016		0.3325		5,089,072
September 30, 2016 (1)	October 26, 2016	November 15, 2016		0.3375		7,628,959

Series A Preferred Units
June 30, 2016	June 16, 2016	July 15, 2016		0.5611		448,880
September 30, 2016	September 22, 2016	October 17, 2016		0.5000		431,829

Series B Preferred Units
September 30, 2016	October 20, 2016	November 15, 2016		0.5322		979,161

(1)

On October 26, 2016, the board of directors of our General Partner declared a quarterly cash distribution of $0.3375 per common and subordinated unit, or $1.35 per unit on an annualized basis, including IDRs, but excluding distributions on Preferred Units, for the quarter ended September 30, 2016. This distribution is payable on November 15, 2016 to common and subordinated unitholders of record as of November 7, 2016.

10. Net Income (Loss) Per Limited Partner Unit

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 income (loss) allocations used in the calculation of net income (loss) per unit.

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

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The calculation of the undistributed net loss attributable to common and subordinated unitholders for the three and nine months ended September 30, 2016 and 2015 is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015
Net income (loss) attributable to limited partners	$	1,473,642	$	(270,446)	$	1,073,790	$	(2,053,491)
Less:
Distributions declared on Preferred Units		(951,426)		—		(1,333,648)		—
General partner's incentive distribution rights		(27,326)		—		(32,385)		—
Net income (loss) attributable to common and subordinated unitholders		494,890		(270,446)		(292,243)		(2,053,491)
Distributions declared on common units		(6,543,534)		(3,081,835)		(14,504,138)		(6,851,301)
Distributions declared on subordinated units		(1,058,099)		(995,397)		(3,135,109)		(2,892,138)
Undistributed net loss	$	(7,106,743)	$	(4,347,678)	$	(17,931,490)	$	(11,796,930)

The calculation of net income (loss) per common and subordinated unit for the three months ended September 30, 2016 and 2015 is as follows:


	Three months ended September 30,
	2016				2015
	Common Units		Subordinated Units		Common Units		Subordinated Units
Distributions declared	$	6,543,534	$	1,058,099	$	3,081,835	$	995,397
Undistributed net loss		(5,739,143)		(1,367,600)		(3,155,808)		(1,191,870)
Net income (loss) attributable to common and subordinated units - basic		804,391		(309,501)		(73,973)		(196,473)
Net income (loss) attributable to common and subordinated units - diluted	$	804,391	$	(309,501)	$	(73,973)	$	(196,473)

Weighted-average units outstanding:
Basic		13,426,557		3,135,109		8,663,688		3,135,109
Diluted		13,426,557		3,135,109		8,663,688		3,135,109

Net income (loss) per common and subordinated unit:
Basic	$	0.06	$	(0.10)	$	(0.01)	$	(0.06)
Diluted	$	0.06	$	(0.10)	$	(0.01)	$	(0.06)

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The calculation of net loss per unit for the nine months ended September 30, 2016 and 2015 is as follows:


	Nine months ended September 30,
	2016				2015
	Common Units		Subordinated Units		Common Units		Subordinated Units
Distributions declared	$	14,504,138	$	3,135,109	$	6,851,301	$	2,892,138
Undistributed net loss		(14,280,943)		(3,650,547)		(7,718,662)		(4,078,268)
Net income (loss) attributable to common and subordinated units - basic		223,195		(515,438)		(867,361)		(1,186,130)
Net loss attributable to subordinated units		(515,438)		—		—		—
Net loss attributable to common and subordinated units - diluted	$	(292,243)	$	(515,438)	$	(867,361)	$	(1,186,130)

Weighted-average units outstanding:
Basic		12,394,029		3,135,109		6,500,519		3,135,109
Effect of diluted subordinated units		3,135,109		—		—		—
Diluted		15,529,138		3,135,109		6,500,519		3,135,109

Net income (loss) per common and subordinated unit:
Basic	$	0.02	$	(0.16)	$	(0.13)	$	(0.38)
Diluted (1)	$	(0.02)	$	(0.16)	$	(0.13)	$	(0.38)

(1)

The Partnership Agreement provides that when the subordination period ends, each outstanding subordinated unit will convert into one Common Unit and will thereafter participate pro rata with the other Common Units in distributions of available cash. The dilutive effect of Landmark’s subordinated units is reflected using the “if-converted method” which assumes conversion of the subordinated units into Common Units and excludes the subordinated distributions from the calculation, as the “if-converted method” is more dilutive. Diluted net loss per unit for the nine months ended September 30, 2016, includes the full effect of the conversion of Landmark’s subordinated units into 3,135,109 of Common Units at the beginning of the period.

11. 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 Partnership’s 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 Partnership evaluates 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 and accounts payable and accrued liabilities: The carrying values of these balances approximate their fair values because of the short‑term nature of these instruments.

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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. The fair value of the Partnership’s revolving credit facility is considered to approximate the carrying value because the interest payments are based on LIBOR rates that reset every month. The Partnership does not believe its credit risk has changed materially from the date the applicable LIBOR plus 2.50% was set for the revolving credit facility.

Secured Notes: The Partnership determines fair value of its secured notes utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information. Quotes from brokers require judgment and are based on the brokers’ interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. The fair value of the Partnership’s Secured Notes approximates the carrying value as the Secured Notes were issued in June 2016.

Investments in receivables: The Partnership’s investments in receivables are presented in the accompanying consolidated and 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 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.

Interest rate swap agreements: The Partnership’s interest rate swap agreements are presented at fair value on the accompanying consolidated and 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 Partnership or the counter party to the instrument. As such, the Partnership classifies 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:


	September 30, 2016				December 31, 2015
	Carrying amount		Fair Value		Carrying amount		Fair Value
Investment in receivables, net	$	16,781,764	$	16,845,284	$	12,135,786	$	12,400,960
Revolving credit facility		179,000,000		179,000,000		233,000,000		233,000,000
Secured debt facility, net		—		—		74,135,801		74,135,801
Secured Notes, net		112,539,409		112,539,409		—		—

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 Partnership’s estimate of value at a future date could be materially different.

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As of September 30, 2016 and December 31, 2015, the Partnership measured the following assets and liabilities at fair value on a recurring basis:


	September 30, 2016		December 31, 2015
Derivative Liabilities(1)	$	4,557,934	$	822,580

(1)

Fair value is calculated using level 2 inputs. Level 2 inputs are 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.

12. Related‑Party Transactions

General and Administrative Reimbursement

Under our omnibus agreement, we are required to reimburse Landmark for expenses related to certain general and administrative services Landmark provides 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 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 three and nine months ended September 30, 2016, Landmark reimbursed us $0.4 million and $2.0 million, respectively, for expenses related to certain general and administrative expenses that exceeded the cap, and $0.3 million and $1.5 million for the three and nine months ended September 30, 2015, respectively.

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. During the three and nine months ended September 30, 2016, we incurred $12,500 and $37,500, respectively, of license fees related to the AIF patent license agreement.

Right of First Offer

In connection with the IPO, certain other investment funds managed by Landmark have granted us a right of first offer (“ROFO”) on real property interests that they currently own or acquire in the future before selling or transferring those assets to any third party. During the nine months ended September 30, 2016 and for the year ended December 31, 2015, the Partnership completed the following ROFO acquisitions:

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			Total No. of	Total		Total	Common Units
		Total No.	Investments in	Consideration		Common Units	Issued to Landmark
Acquisition Date	Acquired Fund	of Tenant Sites	Receivables	(in millions)		Issued	and Affiliates
August 30, 2016	Fund G	386	5	$	140.3	3,592,430	25,220
November 19, 2015	Fund F	136	—		44.5	1,266,317	217,133
November 19, 2015	Fund C	72	—		30.3	847,260	123,405
August 18, 2015	Fund E	193	—		65.9	1,998,852	171,737

See further discussion in Note 3, Acquisitions for additional information.

Management Fee

In accordance with the limited liability company agreements for each of the Acquired Funds, Landmark or its affiliates were paid a management fee ranging from $45 to $75 per asset per month for providing various services to the funds. Upon execution of the omnibus agreement and completion of the closing of the IPO, 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. For the three and nine months ended September 30, 2015, financial information has been retroactively adjusted to include management fees of $0.1 million and $0.4 million, respectively, incurred by the Acquired Funds during the period prior to the acquisition by the Partnership.

Secured Tenant Site Assets’ Management Fee

In connection with the issuance of the Secured Notes, the Partnership entered into a management agreement, dated as of June 16, 2016 (the “Secured Notes Management Agreement”), with the General Partner. Pursuant to the Secured Notes Management Agreement, our General Partner will perform those functions reasonably necessary to maintain, manage and administer the Secured Tenant Site Assets for a monthly management fee equal to 1.5% of the Secured Tenant Site Assets’ operating revenue, as defined by the Secured Notes Management Agreement. The Secured Tenant Site Assets’ Management fee to Landmark will be treated as a capital distribution to Landmark. Landmark will reimburse us for the fees paid with the reimbursement treated as a capital contribution. We incurred $4,259 of secured tenant site assets’ management fees during the three and nine months ended September 30, 2016.

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. As of September 30, 2016, no such fees have been incurred.

Incentive Distribution Rights

Cash distributions will be made to our General Partner in respect of its ownership of all IDRs, which entitle our General Partner to receive increasing percentages, up to a maximum of 50%, of the available cash we distribute from operating surplus (as defined in our Partnership Agreement) in excess of $0.2875 per unit per quarter. Accordingly, based on the cash distribution declared on October 26, 2016, our General Partner will receive 15% of the cash distribution in excess of our second target distribution as defined in our Partnership agreement for the quarter ended September 30, 2016.

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Due from Affiliates

At September 30, 2016 and December 31, 2015, the General Partner and its affiliates owed $1.0 million and $2.2 million, respectively, to the Partnership primarily for the current quarter general and administrative reimbursement and for rents received on our behalf.

13. Segment Information

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

The Partnership’s wireless communication segment consists of leasing real property interests and financing to companies in the wireless communication industry in the United States. The Partnership’s outdoor advertising segment consists of leasing real property interests to companies in the outdoor advertising industry in the United States. The Partnership’s renewable power generation segment consists of leasing real property interests and financing 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 businesses 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.

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The statements of operations for the reportable segments are as follows:

For the three months ended September 30, 2016:


					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate		Total
Revenue
Rental revenue	$	7,522,964	$	2,058,097	$	450,377	$	—	$	10,031,438
Interest income on receivables		177,065		—		172,759		—		349,824
Total revenue		7,700,029		2,058,097		623,136		—		10,381,262
Expenses
Management fees to affiliate		27,820		21,060		650		—		49,530
Property operating		—		12,659		10,255		—		22,914
General and administrative		—		—		—		632,251		632,251
Acquisition-related		115,314		24,691		—		846,650		986,655
Amortization		2,424,606		344,272		96,873		—		2,865,751
Impairments		1,130,397		104,638		—		—		1,235,035
Total expenses		3,698,137		507,320		107,778		1,478,901		5,792,136
Total other income and expenses		—		—		—		(4,234,248)		(4,234,248)
Net income (loss)	$	4,001,892	$	1,550,777	$	515,358	$	(5,713,149)	$	354,878

For the three months ended September 30, 2015:


					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate		Total
Revenue
Rental revenue	$	6,935,254	$	1,833,861	$	37,723	$	—	$	8,806,838
Interest income on receivables		200,902		—		—		—		200,902
Total revenue		7,136,156		1,833,861		37,723		—		9,007,740
Expenses
Management fees to affiliate		79,769		40,146		—		—		119,915
Property operating		14,358		6,824		—		—		21,182
General and administrative		—		—		—		462,364		462,364
Acquisition-related		239,417		15,200		—		817,099		1,071,716
Amortization		1,826,091		259,501		14,117		—		2,099,709
Impairments		140,938		161,070		—		—		302,008
Total expenses		2,300,573		482,741		14,117		1,279,463		4,076,894
Total other income and expenses		—		—		—		(5,285,217)		(5,285,217)
Net income (loss)	$	4,835,583	$	1,351,120	$	23,606	$	(6,564,680)	$	(354,371)

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For the nine months ended September 30, 2016:


					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate		Total
Revenue
Rental revenue	$	22,396,039	$	6,107,934	$	989,175	$	—	$	29,493,148
Interest income on receivables		547,016		—		361,954		—		908,970
Total revenue		22,943,055		6,107,934		1,351,129		—		30,402,118
Expenses
Management fees to affiliate		111,280		83,258		1,125		—		195,663
Property operating		55,498		24,578		16,443		—		96,519
General and administrative		—		—		—		2,776,839		2,776,839
Acquisition-related		201,914		24,691		8,292		1,179,364		1,414,261
Amortization		7,019,485		964,440		185,617		—		8,169,542
Impairments		1,130,397		104,638		—		—		1,235,035
Total expenses		8,518,574		1,201,605		211,477		3,956,203		13,887,859
Total other income and expenses		373,779		—		—		(15,820,077)		(15,446,298)
Net income (loss)	$	14,798,260	$	4,906,329	$	1,139,652	$	(19,776,280)	$	1,067,961

For the nine months ended September 30, 2015:


					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate		Total
Revenue
Rental revenue	$	19,298,980	$	4,935,470	$	70,434	$	—	$	24,304,884
Interest income on receivables		605,180		—		—		—		605,180
Total revenue		19,904,160		4,935,470		70,434		—		24,910,064
Expenses
Management fees to affiliate		262,066		126,019		—		—		388,085
Property operating		22,673		10,290		—		—		32,963
General and administrative		—		—		—		2,107,354		2,107,354
Acquisition-related		1,745,340		76,117		—		1,290,452		3,111,909
Amortization		5,387,733		754,285		25,858		—		6,167,876
Impairments		3,125,596		453,148		—		—		3,578,744
Total expenses		10,543,408		1,419,859		25,858		3,397,806		15,386,931
Total other income and expenses		9,524		72,502		—		(10,878,206)		(10,796,180)
Net income (loss)	$	9,370,276	$	3,588,113	$	44,576	$	(14,276,012)	$	(1,273,047)

The Partnership’s total assets by segment were:


	September 30, 2016		December 31, 2015
Segments
Wireless communication	$	385,534,605	$	375,550,274
Outdoor advertising		89,325,510		84,917,273
Renewable power generation		27,036,735		16,146,474
Corporate assets		8,825,908		8,528,139
Total assets	$	510,722,758	$	485,142,160

14. Commitments and Contingencies

The Partnership’s 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.

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There has been significant consolidation in the wireless communication industry over the last several years that has led to certain lease terminations. In 2013, T‑Mobile acquired MetroPCS and Sprint acquired the remaining interest in Clearwire, and in 2014 AT&T acquired Leap Wireless. The past consolidation in the wireless industry has led to rationalization of wireless networks and reduced demand for tenant sites. We believe the impact of past consolidation is already reflected in our occupancy rates. 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.

In connection with the Fund G drop-down acquisition, the Partnership entered into a contractual obligation to acquire two tenant sites and related real property interests. Upon the closing of these acquisitions, the Partnership is obligated to pay cash consideration of approximately $11.3 million to the property owner and to issue 221,729 Common Units to Fund G as additional consideration.

As of September 30, 2016, the Partnership had approximately $59.5 million of real property interest subject to subordination to lenders of the underlying property. To the extent a lender forecloses on a property the Partnership would take impairment charges for the book value of the asset and no longer be entitled to the revenue associated with the asset.

15. Tenant Concentration

For the three and nine months ended September 30, 2016 and 2015, the Partnership had the following tenant revenue concentrations:


	Three Months Ended September 30,				Nine Months Ended September 30,
Tenant	2016		2015		2016		2015
T-Mobile	14.6	%	15.7	%	14.7	%	16.0	%
Verizon	11.1	%	10.8	%	10.7	%	10.8	%
Sprint	11.9	%	12.4	%	12.0	%	13.1	%
AT&T Mobility	12.4	%	13.1	%	12.5	%	12.8	%
Crown Castle	11.1	%	11.1	%	11.3	%	11.7	%

Most tenants are subsidiaries of these companies but have been aggregated for purposes of showing revenue concentration. Financial information for these companies 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.

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16. Supplemental Cash Flow Information

Noncash activities for the nine months ended September 30, 2016 and 2015 were as follows:


	Nine Months Ended September 30,
	2016		2015
Capital contribution to fund general and administrative expense reimbursement	$	415,107	$	291,115
Purchase price for acquisitions included in due to Landmark and affiliates		179,318		—
Unit Exchange Program acquisitions		1,707,745		—
Distributions payable to preferred unitholders		884,768		—
Offering costs included in accounts payable and accrued liabilities		501,936		—
Deferred loan costs included in accounts payable and accrued liabilities		235,000		—
Purchase price for acquisitions included in accounts payable		405,407		—

Cash flows related to interest paid was as follows:

17. Subsequent Events

On October 12, 2016, the Partnership entered into a definitive agreement pursuant to which it acquired 100% of the equity interests in certain entities that own approximately 4,000 acres of land in California from Recurrent Energy Landco LLC, in exchange for cash consideration of approximately $73 million (the “Recurrent Transaction”). The Recurrent Transaction closed on October 31, 2016 and the purchase price was primarily funded with borrowings under the Partnership’s existing revolving credit facility.

On October 19, 2016, the Partnership completed a public offering of 3,450,000 Common Units, which includes the full exercise of the underwriters’ option to purchase 450,000 Common Units, at a price to the public of $16.30 per Common Unit, or $15.53 per Common Unit net of the underwriters’ discount. We received net proceeds of $53.3 million after deducting the underwriters’ discount and offering expenses paid by us of $2.9 million. The net proceeds from the offering were used to repay our revolving credit facility.

On October 19, 2016, we exercised our option to increase the available commitments under our revolving credit facility for an additional $32.0 million, resulting in aggregate commitments of $282.0 million under the revolving credit facility.

On October 26, 2016, the board of directors of our General Partner declared a quarterly cash distribution of $0.3375 per unit, or $1.35 per unit on an annualized basis, for the quarter ended September 30, 2016. This distribution is payable on November 15, 2016 to unitholders of record as of November 7, 2016.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, references in this report to “Landmark Infrastructure Partners LP,” “our partnership,” “we,” “our,” “us,” or like terms for time periods prior to our initial public offering (the “IPO”) refer to Landmark Infrastructure Partners LP Predecessor, our predecessor for accounting purposes (our “Predecessor”). Our 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 Landmark Dividend LLC (“Landmark” or “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 assets we acquired from Landmark and affiliates prior to acquisition dates of the Partnership, are also included in our operations and 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.

The following is a discussion and analysis of our financial performance, financial condition and significant trends that may affect our future performance. You should read the following in conjunction with the historical consolidated and combined financial statements and related notes included elsewhere in this report. Among other things, those historical consolidated and combined financial statements include more detailed information regarding the basis of presentation for the following information. The following discussion and analysis contains forward‑looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied in forward‑looking statements for many reasons, including the risks described in “Risk Factors” disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015.

Some of the information in this Quarterly Report on Form 10-Q may contain forward‑looking statements. Forward‑looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “will,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward‑looking statements. They can be affected by and involve assumptions used or known or unknown risks or uncertainties. Consequently, no forward‑looking statements can be guaranteed. When considering these forward‑looking statements, you should keep in mind the risk factors and other cautionary statements as set forth in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. Actual results may vary materially. You are cautioned not to place undue reliance on any forward‑looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. The risk factors and other factors noted throughout our Annual Report on Form 10-K for the year ended December 31, 2015, Current Report on Form 8-K filed on November 3, 2016, and other factors noted in this Quarterly Report on Form 10-Q could cause our actual results to differ materially from the results contemplated by such forward‑looking statements, including the following:

the number of real property interests that we are able to acquire, and whether we are able to complete such acquisitions on favorable terms, which could be adversely affected by, among other things, general economic conditions, operating difficulties, and competition;

the prices we pay for our acquisitions of real property;

our management’s and our general partner’s conflicts of interest;

the rent increases we are able to negotiate with our tenants, and the possibility of further consolidation among a relatively small number of significant tenants in the wireless communication and outdoor advertising industries;

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our relative lack of experience with real property interest acquisition in the renewable power segment and abroad;

changes in the price and availability of real property interests;

changes in prevailing economic conditions;

unanticipated cancellations of tenant leases;

a decrease in our tenants’ demand for real property interest due to, among other things, technological advances or industry consolidation;

inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change, unanticipated ground, grade or water conditions, and other environmental hazards;

inability to acquire or maintain necessary permits;

changes in laws and regulations (or the interpretation thereof), including zoning regulations;

difficulty collecting receivables and the potential for tenant bankruptcy;

additional difficulties and expenses associated with being a publicly traded partnership;

our ability to borrow funds and access capital markets, and the effects of the fluctuating interest rate on our existing and future borrowings; and

restrictions in our revolving credit facility on our ability to issue additional debt or equity or pay distributions.

All forward‑looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

Overview

We are a growth‑oriented master limited partnership formed by Landmark to own and manage a portfolio of real property interests that we lease to companies in the wireless communication, outdoor advertising and renewable power generation industries. We generate revenue and cash flow from existing tenant leases of our real property interests to wireless carriers, cellular tower owners, outdoor advertisers and renewable power producers.

How We Generate Rental Revenue

We generate rental revenue and cash flow from existing leases of our tenant sites to wireless carriers, cellular tower owners, outdoor advertisers and renewable power producers. The amount of rental revenue generated by the assets in our portfolio depends principally on occupancy levels and the tenant lease rates and terms at our tenant sites.

We believe the terms of our tenant leases provide us with stable and predictable cash flow that will support consistent, growing distributions to our unitholders. Substantially all of our tenant lease arrangements are effectively triple net, meaning that our tenants or the underlying property owners are generally contractually responsible for property‑level operating expenses, including maintenance capital expenditures, property taxes and insurance. In addition, over 93% of our tenant leases have contractual fixed‑rate escalators or consumer price index (“CPI”)‑based rent escalators, and some of our tenant leases contain revenue‑sharing provisions in addition to the base monthly or annual rental payments. Occupancy rates under our tenant leases have historically been very high. We also believe we are well

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positioned to negotiate higher rents in advance of lease expirations as tenants request lease amendments to accommodate equipment upgrades or add tenants to increase co‑location.

Future economic or regional downturns affecting our submarkets that impair our ability to renew or re‑lease our real property interests and other adverse developments that affect the ability of our tenants to fulfill their lease obligations, such as tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our sites. Adverse developments or trends in one or more of these factors could adversely affect our rental revenue and tenant recoveries in future periods.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include: (1) occupancy (2) operating and maintenance expenses; (3) Adjusted EBITDA; and (4) distributable cash flow.

Occupancy

The amount of revenue we generate primarily depends on our occupancy rate. As of September 30, 2016, we had a 97% occupancy rate with 1,900 of our 1,958 available tenant sites leased. We believe the infrastructure assets at our tenant sites are essential to the ongoing operations and profitability of our tenants. Combined with the challenges and costs of relocating the infrastructure, we believe that we will continue to enjoy high tenant retention and occupancy rates.

There has been significant consolidation in the wireless communication industry over the last several years that has led to certain lease terminations. We believe the impact of past consolidation is already reflected in our occupancy rates. Any additional termination of leases in our portfolio would result in lower rental revenue, may lead to impairment of our real property interests, or other adverse effects to our business.

Operating and Maintenance Expenses

Substantially all of our tenant sites are subject to effectively triple net lease arrangements, which require the tenant or the underlying property owner to pay all utilities, property taxes, insurance and repair and maintenance costs. Our overall financial results could be impacted to the extent the owners of the fee interest in the real property or our tenants do not satisfy their obligations.

EBITDA, Adjusted EBITDA and Distributable Cash Flow

We define EBITDA as net income before interest, income taxes, depreciation and amortization, and we define Adjusted EBITDA as EBITDA before impairments, acquisition‑related costs, unrealized or realized gain or loss on derivatives, loss on early extinguishment of debt, gain on sale of real property interest, unit‑based compensation, straight line rental adjustments, amortization of above‑ and below‑market rents, and after the deemed capital contribution to fund our general and administrative expense reimbursement. We define distributable cash flow as Adjusted EBITDA less cash interest paid, current cash income tax paid, maintenance capital expenditures and Preferred Units distributions. Distributable cash flow will not reflect changes in working capital balances.

EBITDA, Adjusted EBITDA and distributable cash flow are non‑GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

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

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

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

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

We believe that the presentation of EBITDA, Adjusted EBITDA and distributable cash flow in this Quarterly Report on Form 10-Q provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA, Adjusted EBITDA and distributable cash flow are net income and net cash provided by operating activities. EBITDA, Adjusted EBITDA and distributable cash flow should not be considered as an alternative to GAAP net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Each of EBITDA, Adjusted EBITDA and distributable cash flow has important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities, and these measures may vary from those of other companies. You should not consider EBITDA, Adjusted EBITDA and distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. As a result, because EBITDA, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, EBITDA, Adjusted EBITDA and distributable cash flow as presented below may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Factors Affecting the Comparability of Our Financial Results

Our future results of operations may not be comparable to our historical results of operations for the reasons described below:

Acquisitions

We have in the past pursued and intend to continue to pursue acquisitions of real property interests. Our significant historical acquisition activity impacts the period to period comparability of our results of operations. During the nine months ended September 30, 2016 and for the year ended December 31, 2015, the Partnership completed four and eight drop-down acquisitions, respectively, from our Sponsor and affiliates (collectively the “Drop-down Acquisitions” or “Drop-down Assets”). The Drop-down 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. Operating results from the acquisition of real property interests are reflected from the date of acquisition by Landmark. See Note 3, Acquisitions to the Consolidated and Combined Financial Statements for additional information.

During the nine months ended September 30, 2016, the Partnership completed four drop-down acquisitions of an aggregate of 504 tenant sites and related real property interests and 12 investments in receivables from Landmark and affiliates in exchange for total consideration of $192.1 million. Additionally, during the nine months ended September 30, 2016 the Partnership acquired 11 tenant sites and related real property interest from third parties for total consideration of $6.2 million. During the year ended December 31, 2015, the Partnership completed eight drop-down acquisitions of an aggregate of 761 tenant sites and related real property interests from Landmark and affiliates in exchange for total consideration of $268.2 million.

Of the assets acquired by the Partnership from Landmark and affiliates in 2016 and 2015, 787 of these tenant sites and 5 investments in receivables were part of the right of first offer assets acquired from Landmark Dividend Growth Fund-G LLC (“Fund G”), Landmark Dividend Growth Fund-F LLC (“Fund F”), Landmark Dividend Growth Fund-C LLC (“Fund C”) and Landmark Dividend Growth Fund-E LLC (“Fund E” and together with Fund G, Fund F and Fund C, the “Acquired Funds”) for total consideration of $281.0 million.

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Secured Notes

On June 16, 2016, the Partnership completed a securitization transaction (the “Securitization”) involving 629 tenant sites and related real property interests (the “Secured Tenant Site Assets”) owned by certain special purpose subsidiaries of the Partnership, through the issuance of the Series 2016-1 Secured Tenant Site Contract Revenue Notes, Class A principal amount of $91.5 million and Class B principal amount of $25.1 million (collectively, the “Secured Notes”), in an aggregate principal amount of $116.6 million. The Class A and Class B Secured Notes bear interest at a fixed note rate per annum of 3.52% and 7.02%, respectively. See Note 7, Debt to the Consolidated and Combined Financial Statements for additional information.

Derivative Financial Instruments

Historically, we have hedged a portion of the variable interest rates under our secured debt facilities through interest rate swap agreements. We have not applied hedge accounting to these derivative financial instruments which has resulted in the change in the fair value of the interest rate swap agreements to be reflected in income as either a realized or unrealized gain (loss) on derivatives.

General and Administrative Expenses

Under the Partnership’s Second Amended and Rested Agreement of Limited Partnership dated April 4, 2016 (the “Partnership Agreement”), we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our Omnibus Agreement with Landmark (“Omnibus Agreement”), our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Partnership Agreement. Under the Omnibus Agreement, 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) the fifth anniversary of the closing of the IPO (November 19, 2019). 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.

Our historical financial results include a management fee charged by Landmark to cover certain administrative costs as the managing member of the Acquired Funds. Landmark is no longer entitled to receive a management fee for these services and will be reimbursed for its costs of providing these services subject to the cap under the terms of the Omnibus Agreement.

Basis in Real Property Interests

We have concluded that the contribution of interests by the Contributing Landmark Funds was deemed a transaction among entities under common control, since these entities have common management and ownership and are under common control. As a result, the contribution and acquisition of real property interests and other assets from the Contributing Landmark Funds to our Predecessor was recorded at Landmark’s historical cost.

The Drop-Down Assets are recorded at the historical cost of Landmark, as the Drop-down Acquisitions are transactions between entities under common control, our statements of operations of the Partnership are adjusted retroactively as if the transaction occurred on the earliest date during which the entities were under common control. Our historical financial statements have been retroactively adjusted to reflect the results of operations, financial position and cash flows of the Drop-down Assets as if we owned the Drop-down Assets as of the date acquired by Landmark for all periods presented.

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Factors That May Influence Future Results of Operations

Acquisitions of Additional Real Property Interests

We intend to pursue acquisitions of real property interests from Landmark and its affiliates, including those real property interests subject to our right of first offer. We also intend to pursue acquisitions of real property interests from third parties, utilizing the expertise of our management and other Landmark employees to identify and assess potential acquisitions, for which we would pay Landmark mutually agreed reasonable fees. When acquiring real property interests, we target infrastructure locations that are essential to the ongoing operations and profitability of our tenants, which we expect will result in continued high tenant occupancy and enhance our cash flow stability. We expect the vast majority of our acquisitions will include leases with tenants that are large, publicly traded companies (or their affiliates) that have a national footprint (“Tier 1”) or tenants whose sub‑tenants are Tier 1 companies and for our renewable power generation segment includes tenants with Power Purchase Agreements with subsidiaries or affiliates of publicly traded companies. Additionally, we focus on infrastructure locations with characteristics that are difficult to replicate in their respective markets, and those with tenant assets that cannot be easily moved to nearby alternative sites or replaced by new construction. Although our portfolio is focused on wireless communication, outdoor advertising and renewable power generation assets in the United States, we intend to grow our portfolio of real property interests into other fragmented infrastructure asset classes and may pursue acquisitions internationally.

On October 12, 2016, the Partnership entered into a definitive agreement to acquire 100% of the equity interests in certain entities that own approximately 4,000 acres of land in California from Recurrent Energy Landco LLC, in exchange for cash consideration of approximately $73 million (the “Recurrent Transaction”). The Recurrent Transaction closed on October 31, 2016 and the purchase price was primarily funded with borrowings under the Partnership’s existing revolving credit facility.

Changing Interest Rates

Interest rates have been at or near historic lows in recent years. If interest rates rise, this may impact the availability and terms of debt financing, our interest expense associated with existing and future debt or our ability to make accretive acquisitions.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated and combined financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2015, in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our critical accounting policies have not changed during 2016.

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Historical Results of Operations of our Partnership

Segments

We conduct business through three reportable business segments: Wireless Communication, Outdoor Advertising and Renewable Power Generation. Our reportable segments are strategic business units that offer different products and services. They are commonly managed, as all three businesses require similar marketing and business strategies. We evaluate our segments based on revenue because substantially all of our tenant lease arrangements are effectively triple-net. We believe this measure provides investors relevant and useful information because it is presented on an unlevered basis.

Results of Operations

Our results of operations for all periods presented were affected by acquisitions made during the year ended December 31, 2015. As of September 30, 2016 and 2015, we had 1,958 and 1,769 available tenant sites with 1,900 and 1,746 leased tenant sites, respectively. The following table summarizes the consolidated and combined statement of operations of our Partnership for the three months ended September 30, 2016 and 2015:


	Three Months Ended September 30,
	2016		2015		Change
Revenue
Rental revenue	$	10,031,438	$	8,806,838	$	1,224,600
Interest income on receivables		349,824		200,902		148,922
Total revenue		10,381,262		9,007,740		1,373,522
Expenses
Management fees to affiliate		49,530		119,915		(70,385)
Property operating		22,914		21,182		1,732
General and administrative		632,251		462,364		169,887
Acquisition-related		986,655		1,071,716		(85,061)
Amortization		2,865,751		2,099,709		766,042
Impairments		1,235,035		302,008		933,027
Total expenses		5,792,136		4,076,894		1,715,242
Other income and expenses
Interest expense		(3,663,180)		(2,788,639)		(874,541)
Loss on early extinguishment of debt		(1,703,468)		(902,625)		(800,843)
Realized loss on derivatives		(99,071)		(13,823)		(85,248)
Unrealized gain (loss) on derivatives		1,231,471		(1,580,130)		2,811,601
Total other income and expenses		(4,234,248)		(5,285,217)		1,050,969
Net income (loss)	$	354,878	$	(354,371)	$	709,249

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Comparison of Three Months Ended September 30, 2016 to Three Months Ended September 30, 2015

Rental Revenue

Rental revenue increased $1,224,600, $1,186,033 of which was due to the greater number of assets in the portfolio during the three months ended September 30, 2016 compared to the three months ended September 30, 2015. Revenue generated from our wireless communication, outdoor advertising, and renewable power generation segments was $7,522,964, $2,058,097, and $450,377, or 75%, 21%, and 4% of total rental revenue, respectively, during the three months ended September 30, 2016, compared to $6,935,254, $1,833,861, and $37,723, or 79%, 21%, and less than 1% of total rental revenue, respectively, during the three months ended September 30, 2015. The occupancy rates in our wireless communication, outdoor advertising, and renewable power generation segments were 96%, 98%, and 100%, respectively, at September 30, 2016 compared to 98%, 100%, and 100%, respectively, at September 30, 2015. Additionally, our effective monthly rental rates per tenant site for wireless communication, outdoor advertising and renewable power generation segments were $1,803, $1,370, and $2,735, respectively, during the three months ended September 30, 2016 compared to $1,752, $1,298, and $1,614, respectively, during the three months ended September 30, 2015.

Interest Income on Receivables

Interest income on receivables increased $148,922 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015 primarily as a result of the acquisitions of certain solar sites accounted for as investments in receivables in connection with the Drop-down Acquisitions from Landmark and affiliates as described in footnote 3, Acquisitions. The Partnership acquired additional investments in receivables that are recorded at the fair value at the acquisition date, using discount rates ranging from 8.2% to 14.3%. We expect the amount of interest income on receivables to decline as the principal balance of the receivables amortize. We expect to reinvest the principal payments received into additional real property interests. Interest income on receivables is generated from our wireless communication and renewable power generation segments.

Management Fees to Affiliate

Management fees to affiliates decreased $70,385 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015 due to $49,530 and $119,915 of management fees to affiliates that are associated with the Acquired Funds during the three months ended September 30, 2016 and 2015, respectively. Landmark’s right to receive management fees ranging from $45 to $75 per asset per month for managing each of the Acquired Funds’ assets was terminated in connection with the Partnership’s acquisition of the Acquired Funds. Pursuant to the terms of our Omnibus Agreement, Landmark is required to reimburse the Partnership for certain general and administrative services that exceed the greater of $162,500 or 3% of our revenue during the preceding calendar quarter.

General and Administrative

General and administrative expenses increased $169,887 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to an increase in additional accounting, tax and legal related expenses. Pursuant to the terms of our Omnibus Agreement, we will reimburse Landmark for certain general and administrative expenses incurred by Landmark, subject to the cap described above. For the three months ended September 30, 2016 and 2015, Landmark reimbursed us $415,107 and $291,115, respectively, for expenses related to certain general and administrative services expenses that exceeded the cap. The full amount of general and administrative expenses incurred is reflected on our income statements and the amount in excess of the cap that is reimbursed is 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.

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Acquisition‑Related

Acquisition‑related expenses decreased $85,061 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015 as a result of the number of acquisitions by Landmark. The acquisitions made under common control from Landmark and affiliates require the prior periods retroactively adjusted to furnish comparative information. The Drop-down Acquisitions included 33 and 86 tenant sites acquired by Landmark and affiliates during the three months ended September 30, 2016 and 2015, respectively. Acquisition‑related expenses are third party fees and expenses related to acquiring an asset and include survey, title, legal, and other items as well as legal and financial advisor expenses associated with the acquisition. As such, the three months ended September 30, 2016 and 2015 acquisition-related expenses includes retroactive adjustments of $111,519 and $254,617, respectively, associated with the Drop-down Assets.

Amortization

Amortization expense increased $766,042 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015 as a result of having 1,958 tenant sites as of September 30, 2016 compared to 1,769 tenant sites as of September 30, 2015. We expect amortization of investments in real property rights with finite useful lives and in‑place lease values to continue to increase based on increased acquisitions and assets acquired in 2015 contributing to a full period of amortization.

Impairments

Impairments increased $933,027 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to eight lease terminations in our wireless communication and outdoor advertising segments during the three months ended September 30, 2016. During the three months ended September 30, 2016, eight of the Partnership’s real property interests were impaired for $1.2 million as a result of termination notices received during the quarter compared to five of Partnership’s real property interest impaired for $0.3 million as a result of termination notices received during the three months ended September 30, 2015. 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, 2016, the majority of the MetroPCS sites where we have received termination notices have been vacated. Other recent consolidation events include Sprint’s acquisition of the remaining interest in Clearwire (completed in 2013), and AT&T’s acquisition of Leap Wireless (completed in 2014). We believe the impact of past consolidation is already reflected in our occupancy rates.

Interest Expense

Interest expense increased $874,541 during the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to the increase in average outstanding debt balances during the three months ended September 30, 2016 compared to the average outstanding balances for the three months ended September 30, 2015. On June 16, 2016, the Partnership issued its Class A and Class B Secured Notes in amounts of $91.5 million and $25.1 million, respectively, which bear interest at a fixed note rate per annum of 3.52% and 7.02%, respectively. Net proceeds from the Securitization were used to pay down the revolving credit facility by $112.3 million. As of September 30, 2016, the Partnership had $145.0 million of debt on the revolving credit facility hedged through interest rate swap agreements at a weighted-average interest rate of 4.06%. We had $179.0 million outstanding under the revolving credit facility as of September 30, 2016.

As the Drop-down Acquisitions were transactions between entities under common control, prior-period information has been retroactively adjusted to include interest expense of $1.4 million related to the Acquired Funds’ secured debt facilities for the three months ended September 30, 2015. Additionally, deferred loan costs amortization, which is included in interest expense, has been retroactively adjusted to include $0.3 million for the three months ended September 30, 2015.

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Loss on Early Extinguishment of Debt

In connection with the acquisition of the Acquired Funds, cash proceeds were used to repay the Acquired Fund’s secured indebtedness as part of the Acquired Fund’s respective liquidations. In connection with the acquisition of Fund G during the three months ended September 30, 2016 and Fund E during the three months ended September 30, 2015, $74.6 million and $29.2 million was used to repay each funds’ secured indebtedness, respectively. At the time of each Fund acquisition, the unamortized balance of the deferred loan costs totaling $1.7 million and $0.9 million related to the secured debt facilities was recorded as a loss on extinguishment of debt during the three months ended September 30, 2016 and 2015, respectively.

Realized Loss and Unrealized Gain (Loss) on Derivative Financial Instruments

We mitigated exposure to fluctuations in interest rates on existing debt by entering into swap contracts, as described above, that fixed the floating LIBOR rate. On March 23, 2016, the Partnership entered into an interest rate swap agreement with a notional amount of $50.0 million to fix the floating rate for existing borrowings at an effective rate of 4.17% over a three-year period beginning on December 24, 2018. Additionally, on March 31, 2016, the Partnership entered into two interest rate swap agreements with notional amounts of $20.0 million and $25.0 million to fix the floating interest rate for existing borrowings at an effective rate of 4.06% and 4.13% over a three-year period beginning on December 24, 2018 and April 13, 2019, respectively. These interest rate swap agreements extend through and beyond the term of the Partnership’s existing credit facility. The swap contracts were adjusted to fair value at each period end. The unrealized gain (loss) recorded for the three months ended September 30, 2016 and 2015 reflects the change in fair value of these contracts during those periods.

In connection with the acquisition of Fund G and Fund E, the interest rate swaps held by the funds were terminated. The realized loss of $99,071 recognized during the three months ended September 30, 2016 reflects the termination of interest rate swap agreements of Fund G. The realized loss of $13,823 recognized during the three months ended September 30, 2015 reflects the termination of interest rate swap agreements of Fund E.

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The following table summarizes the consolidated and combined statement of operations of our Partnership for the nine months ended September 30, 2016 and 2015:


	Nine Months Ended September 30,
	2016		2015		Change
Revenue
Rental revenue	$	29,493,148	$	24,304,884	$	5,188,264
Interest income on receivables		908,970		605,180		303,790
Total revenue		30,402,118		24,910,064		5,492,054
Expenses
Management fees to affiliate		195,663		388,085		(192,422)
Property operating		96,519		32,963		63,556
General and administrative		2,776,839		2,107,354		669,485
Acquisition-related		1,414,261		3,111,909		(1,697,648)
Amortization		8,169,542		6,167,876		2,001,666
Impairments		1,235,035		3,578,744		(2,343,709)
Total expenses		13,887,859		15,386,931		(1,499,072)
Other income and expenses
Interest expense		(10,282,184)		(7,867,131)		(2,415,053)
Loss on early extinguishment of debt		(1,703,468)		(902,625)		(800,843)
Realized loss on derivatives		(99,071)		(13,823)		(85,248)
Unrealized loss on derivatives		(3,735,354)		(2,094,627)		(1,640,727)
Gain on sale of real property interests		373,779		82,026		291,753
Total other income and expenses		(15,446,298)		(10,796,180)		(4,650,118)
Net income (loss)	$	1,067,961	$	(1,273,047)	$	2,341,008

Comparison of Nine Months Ended September 30, 2016 to Nine Months Ended September 30, 2015

Rental Revenue

Rental revenue increased $5,188,264, $4,564,551 of which was due to the greater number of assets in the portfolio during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Revenue generated from our wireless communication, outdoor advertising, and renewable power generation segments was $22,396,039, $6,107,934, and $989,175, or 76%, 21%, and 3% of total rental revenue, respectively, during the nine months ended September 30, 2016, compared to $19,298,980, $4,935,470, and $70,434, or 79%, 20%, and less than 1% of total rental revenue, respectively, during the nine months ended September 30, 2015. The occupancy rates in our wireless communication, outdoor advertising, and renewable power generation segments were 96%, 98%, and 100%, respectively, at September 30, 2016 compared to 98%, 100%, and 100%, respectively, at September 30, 2015. Additionally, our effective monthly rental rates per tenant site for wireless communication, outdoor advertising and renewable power generation segments were $1,788, $1,365, and $2,273, respectively, during the nine months ended September 30, 2016 compared to $1,730, $1,247, and $1,331, respectively, during the nine months ended September 30, 2015.

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Interest Income on Receivables

Interest income on receivables increased $303,790 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 as a result of the acquisition of certain solar sites accounted for as investments in receivables in connection with the Drop-down Acquisitions from Landmark and affiliates as described in footnote 3, Acquisitions. The Partnership acquired additional investments in receivables that are recorded at the fair value at the acquisition date, using discount rates ranging from 8.2% to 14.3%. The acquisitions made under common control from Landmark and affiliates require the prior periods to be retroactively adjusted to furnish comparative information. As such, the nine months ended September 30, 2016 and 2015 interest income on receivables includes retroactive adjustments of $188,578 and $3,208, respectively associated with the Drop-down Assets. We expect the amount of interest income on receivables to decline as the principal balance of the receivables amortize. Interest income on receivables is generated from our wireless communication and renewable power generation segments.

Management Fees to Affiliate

Management fees to affiliates decreased $192,422 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 due to $195,663 and $388,085 of management fees to affiliates that are associated with the Acquired Funds during the nine months ended September 30, 2016 and 2015, respectively. Landmark’s right to receive management fees ranging from $45 to $75 per asset per month for managing each of the Acquired Funds’ assets was terminated in connection with the Partnership’s acquisition of the Acquired Funds. Pursuant to the terms of our Omnibus Agreement, Landmark is required to reimburse the Partnership for certain general and administrative services that exceed the greater of $162,500 or 3% of our revenue during the preceding calendar quarter.

General and Administrative

General and administrative expenses increased $669,485 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, due to an increase primarily in tax preparation and consulting related expenses. Pursuant to the terms of our Omnibus Agreement, we will reimburse Landmark for certain general and administrative expenses incurred by Landmark, subject to the cap described above. For the nine months ended September 30, 2016 and 2015, Landmark reimbursed us $2,034,077 and $1,465,040, respectively, for expenses related to certain general and administrative services expenses that exceeded the cap. The full amount of general and administrative expenses incurred is reflected on our income statements and the amount in excess of the cap that is reimbursed is 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.

Acquisition‑Related

Acquisition‑related expenses decreased $1,697,648 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 as a result of the number of acquisitions by Landmark. The acquisitions made under common control from Landmark and affiliates require the prior periods retroactively adjusted to furnish comparative information. Acquisition‑related expenses are third party fees and expenses related to acquiring an asset and include survey, title, legal, and other items as well as legal and financial advisor expenses associated with the acquisition. The Drop-down Acquisitions included 83 and 303 tenant sites acquired by Landmark and affiliates during the nine months ended September 30, 2016 and 2015, respectively. As such, the nine months ended September 30, 2016 and 2015 acquisition-related expenses includes retroactive adjustments of $204,160 and $1,821,458, respectively associated with the Drop-down Assets.

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Amortization

Amortization expense increased $2,001,666 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 as a result of having 1,958 tenant sites as of September 30, 2016 compared to 1,769 tenant sites as of September 30, 2015. We expect amortization of investments in real property rights with finite useful lives and in‑place lease values to continue to increase based on increased acquisitions and assets acquired in 2015 contributing to a full period of amortization.

Impairments

Impairments decreased $2,343,709 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, primarily due to eighteen lease terminations in our wireless communication and outdoor advertising segments during the nine months ended September 30, 2015 compared to eight during the nine months ended September 30, 2016. 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, 2016, the majority of the MetroPCS sites where we have received termination notices have been vacated. Other recent consolidation events include Sprint’s acquisition of the remaining interest in Clearwire (completed in 2013), and AT&T’s acquisition of Leap Wireless (completed in 2014). We believe the impact of past consolidation is already reflected in our occupancy rates.

Interest Expense

Interest expense increased $2,415,053 during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, due to the increase in average outstanding debt balances during the nine months ended September 30, 2016 compared to the average outstanding balances for the nine months ended September 30, 2015. On June 16, 2016, the Partnership issued its Class A and Class B Secured Notes in amounts of $91.5 million and $25.1 million, respectively, which bear interest at a fixed note rate per annum of 3.52% and 7.02% (weighted average of 4.27%), respectively. Net proceeds from the Securitization were used to pay down the revolving credit facility by $112.3 million. As of September 30, 2016, the Partnership had $145.0 million of debt on the revolving credit facility hedged through interest rate swap agreements at a weighted-average interest rate of 4.06%. We had $179.0 million outstanding under the revolving credit facility as of September 30, 2016.

As the Drop-down Acquisitions were transactions between entities under common control, prior-period information has been retroactively adjusted to include interest expense of $4.3 million related to the Acquired Funds’ secured debt facility for the nine months ended September 30, 2015. Additionally, deferred loan costs amortization, which is included in interest expense, has been retroactively adjusted to include $1.0 million for the nine months ended September 30, 2015.

Loss on Early Extinguishment of Debt

In connection with the acquisition of the Acquired Funds, cash proceeds were used to repay the Acquired Fund’s secured indebtedness as part of the Acquired Fund’s respective liquidations. In connection with the acquisition of Fund G and Fund E, $74.6 million and $29.2 million was used to repay each funds’ secured indebtedness, respectively. At the time of each Fund acquisition, the unamortized balance of the deferred loan costs totaling $1.7 million and $0.9 million related to the secured debt facilities was recorded as a loss on extinguishment of debt during the nine months ended September 30, 2016 and 2015, respectively.

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Realized and Unrealized Loss on Derivative Financial Instruments

We mitigated exposure to fluctuations in interest rates on existing debt by entering into swap contracts, as described above, that fixed the floating LIBOR rate. On March 23, 2016, the Partnership entered into an interest rate swap agreement with a notional amount of $50.0 million to fix the floating rate for existing borrowings at an effective rate of 4.17% over a three-year period beginning on December 24, 2018. Additionally, on March 31, 2016, the Partnership entered into two interest rate swap agreements with notional amounts of $20.0 million and $25.0 million to fix the floating interest rate for existing borrowings at an effective rate of 4.06% and 4.13% over a three-year period beginning on December 24, 2018 and April 13, 2019, respectively. These interest rate swap agreements extend through and beyond the term of the Partnership’s existing credit facility. The swap contracts were adjusted to fair value at each period end. The unrealized loss recorded for the nine months ended September 30, 2016 and 2015 reflects the change in fair value of these contracts during those periods.

Gain on Sale of Real Property Interests

During the nine months ended September 30, 2016, we recognized a gain on the sale of real property interest of $0.4 million related to the sale of one wireless communication site. During the nine months ended September 30, 2015, we recognized a gain on the sale of real property interest of $0.1 million related to one tenant site lost to eminent domain proceeding.

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Non‑GAAP Financial Measures

The following table sets forth a reconciliation of our historical EBITDA, Adjusted EBITDA and distributable cash flow for the periods presented to net cash provided by operating activities and net income:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015*		2016		2015*
Net cash provided by operating activities	$	4,973,233	$	3,009,265	$	17,509,674	$	11,461,648
Unit-based compensation		—		(8,750)		(105,000)		(96,250)
Unrealized gain (loss) on derivatives		1,231,471		(1,580,130)		(3,735,354)		(2,094,627)
Loss on early extinguishment of debt		(1,703,468)		(902,625)		(1,703,468)		(902,625)
Amortization expense		(2,865,751)		(2,099,709)		(8,169,542)		(6,167,876)
Amortization of above- and below-market rents, net		287,229		447,627		1,022,966		1,139,059
Amortization of deferred loan costs		(473,559)		(513,530)		(1,256,511)		(1,482,408)
Receivables interest accretion		7,387		2,284		30,349		21,450
Impairments		(1,235,035)		(302,008)		(1,235,035)		(3,578,744)
Gain on sale of real property interests		—		—		373,779		82,026
Allowance for doubtful accounts and loan losses		(113,796)		—		(113,796)		—
Working capital changes		247,167		1,593,205		(1,550,101)		345,300
Net income (loss)	$	354,878	$	(354,371)	$	1,067,961	$	(1,273,047)
Interest expense		3,663,180		2,788,639		10,282,184		7,867,131
Amortization expense		2,865,751		2,099,709		8,169,542		6,167,876
EBITDA	$	6,883,809	$	4,533,977	$	19,519,687	$	12,761,960
Impairments		1,235,035		302,008		1,235,035		3,578,744
Acquisition-related		986,655		1,071,716		1,414,261		3,111,909
Unrealized (gain) loss on derivatives		(1,231,471)		1,580,130		3,735,354		2,094,627
Realized loss on derivatives		99,071		13,823		99,071		13,823
Loss on early extinguishment of debt		1,703,468		902,625		1,703,468		902,625
Gain on sale of real property interests		—		—		(373,779)		(82,026)
Unit-based compensation		—		8,750		105,000		96,250
Straight line rent adjustments		(85,291)		(96,279)		(258,026)		(292,102)
Amortization of above- and below-market rents, net		(287,229)		(447,627)		(1,022,966)		(1,139,059)
Deemed capital contribution due to cap on general and administrative expense reimbursement		415,107		291,115		2,034,077		1,465,040
Adjusted EBITDA	$	9,719,154	$	8,160,238	$	28,191,182	$	22,511,791
Less: Predecessor Adjusted EBITDA		(1,451,160)		(3,147,999)		(5,472,990)		(10,107,539)
Adjusted EBITDA applicable to limited partners	$	8,267,994	$	5,012,239	$	22,718,192	$	12,404,252
Less: Cash interest expense		(2,703,851)		(1,223,898)		(6,991,065)		(3,101,651)
Less: Distributions declared to preferred unitholders		(951,426)		—		(1,333,648)		—
Distributable cash flow	$	4,612,717	$	3,788,341	$	14,393,479	$	9,302,601

* Prior-period financial information has been retroactively adjusted for Drop-down Acquisitions made under common control. See Note 3 to the Consolidated and Combined Financial Statements.

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Liquidity and Capital Resources

Our short‑term liquidity requirements will consist primarily of funds to pay for operating expenses, committed acquisitions and other expenditures directly associated with our assets, including:

$73 million for the Recurrent Transaction;

$11.3 million contractual obligation to acquire two tenant sites and related real property interests;

interest expense on our revolving credit facility;

general and administrative expenses;

acquisitions of real property interests; and

distributions to our unitholders.

We intend to satisfy our short‑term liquidity requirements through $53.3 million net proceeds from our October 19, 2016 Common Unit offering, borrowings available under our revolving credit facility and through cash flow from operating activities. We may also satisfy our short-term liquidity requirements through the issuance of additional equity, amending our existing revolving credit facility to increase the available commitments or refinancing some of the outstanding borrowings under our existing credit facility through securitizations or other long term debt arrangements. We have a universal shelf registration statement on file with the U.S. Securities and Exchange Commission (the SEC) under which we have the ability to issue and sell an indeterminate amount of common and preferred units representing limited partner interests in us and debt securities.

We intend to pay at least a quarterly distribution of $0.3375 per unit per quarter, which equates to approximately $7.6 million per quarter, or $30.4 million per year in the aggregate, based on the number of common and subordinated units outstanding as of October 31, 2016. We do not have a legal obligation to pay this distribution or any other distribution except to the extent we have available cash as defined in our Partnership Agreement.

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


	Distribution		Total Cash		Distribution
Quarter Ended	Per Unit		Distribution		Date
Common and Subordinated Units
March 31, 2015	$	0.2975	$	2,332,038	May 14, 2015
June 30, 2015		0.3075		3,334,168	August 14, 2015
September 30, 2015		0.3175		4,077,232	November 13, 2015
December 31, 2015		0.3250		4,863,655	February 12, 2016
March 31, 2016		0.3300		4,953,601	May 13, 2016
June 30, 2016		0.3325		5,089,072	August 15, 2016
September 30, 2016 (1)		0.3375		7,628,959	November 15, 2016

Series A Preferred Units
June 30, 2016		0.5611		448,880	July 15, 2016
September 30, 2016		0.5000		431,829	October 17, 2016

Series B Preferred Units
September 30, 2016		0.5322		979,161	November 15, 2016

(1)

As of September 30, 2016, we had $295.3 million of total outstanding indebtedness. On October 19, 2016, we exercised our option to increase the available commitments under our revolving credit facility for an additional $32.0 million, resulting in aggregate commitments of $282.0 million under the revolving credit facility. As of November 1, 2016, we had approximately $316.7 million total outstanding indebtedness, and we had approximately $81.5 million of undrawn borrowing capacity, subject to compliance with certain covenants, under our revolving credit facility.

We used the net proceeds of $53.3 million from the issuance of 3,450,000 Common Units on October 19, 2016, to fund a portion of the $73 million purchase price for the Recurrent Transaction. Until we completed the Recurrent Transaction on October 31, 2016, we repaid indebtedness under our revolving credit facility. We intend to use the revolving credit facility, among other things, to fund the $11.3 million contractual obligation to acquire two tenant sites and related real property, for other real property interest acquisitions, working capital requirements and other general corporate purposes.

Our long‑term liquidity needs consist primarily of funds necessary to pay for acquisitions and scheduled debt maturities. We intend to satisfy our long‑term liquidity needs through cash flow from operations and through the issuance of additional equity and debt.

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Cash Flow of the Funds

The following table summarizes the historical cash flow of the Partnership for the nine months ended September 30, 2016 and 2015:


	Nine Months Ended September 30,
	2016		2015
Net cash provided by operating activities	$	17,509,674	$	11,461,648
Net cash used in investing activities		(67,596,433)		(93,341,094)
Net cash provided by financing activities		51,452,808		81,841,537

Comparison of Nine Months Ended September 30, 2016 to Nine Months Ended September 30, 2015

Net cash provided by operating activities. Net cash provided by operating activities increased $6.0 million to $17.5 million for the nine months ended September 30, 2016 compared to $11.5 million for the nine months ended September 30, 2015. The increase is primarily attributable to the increase in rental revenue related to the assets acquired and timing of payments of accounts payable and accrued liabilities.

Net cash used in investing activities. Net cash used in investing activities was $67.6 million for the nine months ended September 30, 2016 compared to net cash used in investing activities of $93.3 million for the nine months ended September 30, 2015. The change in cash used in investing activities was due to the difference in the combination of cash and common units used to acquire assets during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

Net cash provided by financing activities. Net cash provided by financing activities was $51.5 million for the nine months ended September 30, 2016 compared to net cash provided by financing activities of $81.8 million for the nine months ended September 30, 2015. The decrease in cash provided by financing activities is primarily attributable increase in net principal debt payments of $85.2 million, the increase in distributions of $8.2 million and offset by the increase of net proceeds of $23.9 million from issuances of common and preferred units during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Additionally, the difference between the cost and the sales price of assets sold by Landmark to us is treated as a distribution to Landmark.

Revolving Credit Facility

Substantially all of our assets, excluding equity in and assets of certain joint ventures and unrestricted subsidiaries, after‑acquired real property, and other customary exclusions, are pledged (or secured by mortgages), as collateral under our revolving credit facility.

Our revolving credit facility contains various covenants and restrictive provisions that limit our ability (as well as the ability of our restricted subsidiaries) to, among other things:

•incur or guarantee additional debt;

•make distributions on or redeem or repurchase equity;

•make certain investments and acquisitions;

•incur or permit to exist certain liens;

•enter into certain types of transactions with affiliates;

•merge or consolidate with another company;

•transfer, sell or otherwise dispose of assets or enter into certain sale‑leaseback transactions; and

•enter into certain restrictive agreements or amend or terminate certain material agreements.

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Our revolving credit facility also requires compliance with certain financial covenants as follows:

•a leverage ratio of not more than 8.5 to 1.0; and

•an interest coverage ratio of not less than 2.0 to 1.0.

In addition, our revolving credit facility contains events of default including, but not limited to (i) events 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.

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

•a base rate, which is 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%.

As of September 30, 2016, we had $179.0 million of total outstanding indebtedness under our revolving credit facility with $71.0 million available, subject to compliance with certain covenants, under our revolving credit facility. On October 19, 2016, we exercised our option to increase the available commitments under our revolving credit facility for an additional $32.0 million, resulting in aggregate commitments of $282.0 million under the revolving credit facility. The Partnership was also in compliance with all covenants under its revolving credit facility at September 30, 2016.

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Secured Notes

On June 16, 2016, the Partnership completed a Securitization transaction involving Secured Tenant Site Assets owned by certain special purpose subsidiaries of the Partnership (the “Obligors”), through the issuance of the Series 2016-1 Secured Tenant Site Contract Revenue Notes in an aggregate principal amount of $116.6 million. The Secured Notes were issued in two separate classes as indicated in the table below. The Class B Notes are subordinated in right of payment to the Class A Notes.


Class	Initial Principal Balance		Note Rate		Anticipated Repayment Date
Class A	$	91,500,000	3.52	%	June 15, 2021

Class B	$	25,100,000	7.02	%	June 15, 2021

In connection with the issuance and sale of the Secured Notes, the Obligors, Deutsche Bank Trust Company Americas, as Indenture Trustee and as Securities Intermediary, and the General Partner entered into a cash management agreement, dated as of June 16, 2016 (the “Cash Management Agreement”). Pursuant to the Cash Management Agreement, the Indenture Trustee will administer the reserve funds in the manner set forth in the Indenture. Under the Cash Management Agreement, the Partnership is required to maintain reserve accounts for cash flows generated from the operation of the Secured Tenant Site Assets. As of September 30, 2016, the Partnership held $1.2 million in the reserve accounts which are classified as Restricted Cash on the accompanying consolidated and combined balance sheets.

Amounts due under the Secured Notes will be paid solely from the cash flows generated from the operation of the Secured Tenant Site Assets. We are required to make monthly payments of principal and interest on Class A Notes based on a 30-year amortization period and monthly payments of interest only on Class B Notes, commencing in July 2016. On each payment date, commencing with the payment date occurring in July 2016, available funds will be used to repay the Class A Notes in an amount sufficient to pay the Class A monthly amortization amount. No other payments of principal will be required to be made prior to the anticipated repayment date in June 2021. However, if the DSCR, or debt service coverage ratio, generally calculated as the ratio of annualized net cash flow (as defined in the Indenture) to the amount of interest, servicing fees and trustee fees that we will be required to pay over the succeeding twelve Payment Dates, is 1.30 to 1.0 or less for one calendar month (the “Cash Trap DSCR”), then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make certain other payments required under the Indenture, referred to as Excess Cash Flow, will be deposited into a reserve account instead of being released to us. The funds in the reserve account will not be released unless and until the debt service coverage ratio exceeds the Cash Trap DSCR for two consecutive calendar months. Additionally, an “amortization period” commences if, as of the end of any calendar month, the debt service coverage ratio falls below 1.15 to 1.0 (the “Minimum DSCR”) and will continue to exist until the debt service coverage ratio exceeds the Minimum DSCR for two consecutive calendar months. During an amortization period, excess cash flow is applied to repay the Secured Notes.

The Secured Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration. Except in certain limited circumstances described in the Indenture, prepayments (other than scheduled amortization payments) made more than twelve (12) months prior to the anticipated repayment date of the Secured Notes are required to be accompanied by the applicable prepayment consideration.

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The Indenture includes covenants customary for notes issued in rated securitizations. Among other things, the Obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. The organizational documents of the Guarantor and the Obligors were amended to contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors.

Shelf Registrations

On December 3, 2015, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on December 30, 2015 and permits us to issue and sell, from time to time, common and preferred units representing limited partner interests in us, and debt securities up to an aggregate amount of $250.0 million.

Common Unit Offering

Preferred Equity Offerings

On April 4, 2016, the Partnership completed a public offering of $20.0 million of 8.00% Series A Cumulative Redeemable Perpetual Preferred Units (“Series A Preferred Units”), representing limited partner interests in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $18.4 million after deducting the underwriters’ discounts and offering expenses paid by us of $1.6 million. We used all proceeds to repay a portion of the borrowings under our revolving credit facility.

Distributions on the Series A Preferred Units are cumulative from the date of original issuance and will be payable quarterly in arrears on the 15th day of January, April, July and October of each year, when, as and if declared by the board of directors of our General Partner. The initial distribution on the Series A Preferred Units was paid on July 15, 2016 in an amount equal to $0.5611 per unit, which equates to $0.4 million in total distributions to preferred unitholders of record as of July 1, 2016. Distributions on the Series A Preferred Units will accumulate at a rate of 8.0% per annum per $25.00 stated liquidation preference per Series A Preferred Unit.

In connection with the closing of the Series A Preferred Unit offering, on April 4, 2016, the Partnership executed the Second Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP for the purpose of creating the Series A Preferred Units and defining the preferences, rights, powers and duties of holders of Series A Preferred Units.

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On August 8, 2016, the Partnership completed a public offering of $46.0 million of 7.9% Series B Cumulative Redeemable Perpetual Preferred Units (“Series B Preferred Units” and together with the Series A Preferred Units, “Preferred Units”), representing limited partner interests in the Partnership, at a price of $25.00 per unit, which included the full exercise of the underwriters’ option to purchase an additional 240,000 Series B Preferred Units. We received net proceeds of approximately $44.3 million after deducting underwriters’ discounts and offering expenses paid by us of $1.5 million. We used all proceeds to repay a portion of the borrowings under our revolving credit facility.

In connection with the closing of the Series B Preferred Unit offering, on August 8, 2016, the Partnership executed the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP for the purpose of creating the Series B Preferred Units and defining the preferences, rights, powers and duties of holders of Series B Preferred Units.

ATM Programs

On February 16, 2016, the Partnership established a Common Unit at-the-market offering program (the “Common Unit ATM Program”) pursuant to which we may sell, from time to time, Common Units having an aggregate offering price of up to $50.0 million, pursuant to our previously filed and effective registration statement on Form S-3. On June 24, 2016, the Partnership established a Preferred Unit at-the-market offering program (the “Preferred Unit ATM Program” and together with the Common Unit ATM Program the “ATM Programs”) pursuant to which we may sell, from time to time, Preferred Units having an aggregate offering price of up to $40.0 million pursuant to our previously filed and effective registration statement on Form S-3. We intend to use the net proceeds from any sales pursuant to the ATM Programs for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the nine months ended September 30, 2016, the Partnership issued 405,156 Common Units under our Common Unit ATM Program, generating gross proceeds of $6.9 million. During the nine months ended September 30, 2016, the Partnership issued 63,657 Series A Preferred Units under our Preferred Unit ATM Program, generating gross proceeds of $1.6 million

Off Balance Sheet Arrangements

In connection with the Fund G August 30, 2016 drop-down acquisition, the Partnership entered into a contractual obligation to acquire two tenant sites and related real property interests. Upon the closing of these acquisitions, the Partnership is obligated to pay cash consideration of approximately $11.3 million to the property owner and to issue 221,729 Common Units to Fund G as additional consideration.

As of September 30, 2016, we do not have any other off balance sheet arrangements.

Inflation

Substantially all of our tenant lease arrangements are effectively triple net and provide for fixed‑rate escalators or rent escalators tied to increases in the consumer price index. We believe that inflationary increases may be at least partially offset by the contractual rent increases and our tenants’ (or the underlying property owners’) obligations to pay taxes and expenses under our effectively triple net lease arrangements. We do not believe that inflation has had a material impact on our historical financial position or results of operations.

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Newly Issued Accounting Standards

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to the Consolidated and Combined Financial Statements for the impact of new accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flow and fair values relevant to financial instruments are impacted by prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. In the future, we may continue to use derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings. Our primary market risk exposure will be interest rate risk with respect to our expected indebtedness.

As of September 30, 2016, our revolving credit facility had an outstanding balance of $179.0 million. Additional borrowings under our revolving credit facility will have variable LIBOR‑based rates and will fluctuate based on the underlying LIBOR rate. As of September 30, 2016, we have hedged $145.0 million of the LIBOR rate on our revolving credit facility through interest rate swap agreements. If LIBOR were to increase by 50 basis points, assuming no additional hedging activities, the increase in interest expense on our debt would decrease our future earnings and cash flows by approximately $0.2 million annually. If LIBOR were to decrease by approximately 50 basis points, the decrease in interest expense on our pro forma debt would be approximately $0.2 million annually.

Interest risk amounts represent our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

As of September 30, 2016, our fixed rate Secured Notes had an outstanding balance of $116.3 million. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate secured notes until maturity or earlier repayment and refinancing.

Rising interest rates could limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. We intend to hedge interest rate risks related to a portion of our borrowings over time by means of interest rate swap agreements or other arrangements. See further discussion in Note 8, Interest Rate Swap Agreements, to the Consolidated and Combined Financial Statements for additional information.

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Item 4.Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of September 30, 2016.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not a party to any litigation or governmental or other proceeding that we believe will have a material adverse impact on our financial condition or results of operations. In addition, under our Omnibus Agreement, Landmark will indemnify us for liabilities relating to litigation matters attributable to the ownership of the contributed assets prior to the closing of the IPO. In addition, pursuant to the terms of the various agreements under which we have acquired assets from Landmark since the IPO, Landmark will indemnify us for certain losses resulting from any breach of their representations, warranties or covenants contained in the various agreements, subject to certain limitations and survival periods.

Item 1A. Risk Factors

There are no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015.

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Item 6. Exhibits


Exhibit number		Description
1.1		At-the-Market Issuance Sales Agreement, dated as of February 16, 2016, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC, Landmark Infrastructure Operating Company LLC and FBR Capital Markets & Co., MLV & Co. LLC and Janney Montgomery Scott LLC (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K filed on February 16, 2016).
1.2		At-the-Market Issuance Sales Agreement, dated as of June 24, 2016, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC and Landmark Infrastructure Operating Company LLC and FBR Capital Markets & Co. and MLV & Co. LLC (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K filed on June 24, 2016).
3.1		Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on August 8, 2016).
4.1		Indenture, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on June 22, 2016).
4.2		Indenture Supplement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed on June 22, 2016).
10.1		Management Agreement, dated as of June 16, 2016, by and among Landmark Infrastructure Partners GP LLC, as Manager, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 22, 2016).
10.2		Guarantee and Security Agreement, dated as of June 16, 2016, by and between LMRK Guarantor Co. LLC and the Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on June 22, 2016).
10.3		Cash Management Agreement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee and as Securities Intermediary, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Landmark Infrastructure Partners GP LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on June 22, 2016).
10.4		Servicing Agreement, dated as of June 16, 2016, by and between Midland Loan Services, a division of PNC Bank, National Association, as Servicer, and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on June 22, 2016).
10.5		First Amendment to Omnibus Agreement, dated as of August 1, 2016, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC, Landmark Dividend LLC, Landmark Dividend Growth Fund — C LLC, Landmark Dividend Growth Fund — E LLC, Landmark Dividend Growth Fund — F LLC, Landmark Dividend Growth Fund — G LLC, Landmark Dividend Growth Fund — H LLC, Landmark Dividend Growth Fund — I LLC, and Landmark Dividend Growth Fund — J LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on August 3, 2016).
10.6		Membership Interest Contribution Agreement, dated as of August 30, 2016, by and among Landmark Dividend Growth Fund G — LLC, Landmark Infrastructure Partners LP and Landmark Dividend LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 2, 2016).
10.7		Purchase Agreement dated as of, October 12, 2016, by and among Recurrent Energy Landco LLC and Landmark Infrastructure Operating Company LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on October 13, 2016).
10.8		Increase Joinder, dated as of October 19, 2016, by and among Landmark Infrastructure Operating Company LLC, as Borrower, Landmark Infrastructure Partners LP, SunTrust Bank, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on October 19, 2016).
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.

*Filed herewith.

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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 November 3, 2016.



	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

Nine Months Ended September 30,

Cash paid for interest