Landmark 

Landmark

Infrastructure

Infrastructure

Pro Forma

Partners LP

Partners LP

Adjustments

Pro Forma

Assets

     A

Land

$

$

B

$

Real property interests, net

 —

Land and net real property interests

Investments in receivables, net

 —

Cash and cash equivalents

C

 —

Restricted cash

 —

Rent receivables, net

 —

Due from Landmark and affiliates

 —

Deferred loan costs, net

 —

Deferred rent receivable

 —

Other intangible assets, net

B

Other assets

 —

Total assets

$

$

$

Liabilities and equity

Revolving credit facility

$

$

C

$

Secured Notes, net

 —

Accounts payable and accrued liabilities

 —

Other intangible liabilities, net

 —

Prepaid rent

 —

Derivative liabilities

 —

Total liabilities

Total equity

 —

Total liabilities and equity

$

$

$

Landmark

Landmark

Infrastructure

Infrastructure

Pro Forma

Partners LP

Partners LP

Adjustments

Pro Forma

Revenue

     AA

Rental revenue

$

$

CC

$

Interest income on receivables

 —

Total revenue

Expenses

Management fees to affiliate

 —

Property operating

 —

General and administrative

 —

Acquisition-related

 —

Amortization

EE

Impairments

 —

Total expenses

Other income and expenses

Interest expense

FF

Loss on early extinguishment of debt

 —

Realized loss on derivatives

 —

Unrealized loss on derivatives

 —

Gain on sale of real property interest

 —

Total other income and expenses

Net income

$

$

$

Less: Pre-Acquisition net income from Drop-down Assets

 —

Net income attributable to limited partners

Less: Distributions declared to preferred unitholders

 —

Less: General partner's incentive distribution rights

 —

Net income (loss) attributable to common and subordinated unitholders

$

$

$

Net income (loss) per common and subordinated unit

Common units – basic

$

$

Common units – diluted

$

$

Subordinated units – basic and diluted

$

$

 —

Weighted average common and subordinated units outstanding

Common units – basic

Common units – diluted

Subordinated units – basic and diluted

Landmark

Landmark

Infrastructure

Infrastructure

Pro Forma

Partners LP

Partners LP

Adjustments

Pro Forma

Revenue

BB

Rental revenue

$

$

CC

$

Interest income on receivables

 —

Total revenue

Expenses

Management fees to affiliate

 —

Property operating

DD

General and administrative

 —

Acquisition-related

 —

Amortization

EE

Impairments

 —

Total expenses

Other income and expenses

Interest expense

FF

Loss on early extinguishment of debt

 —

Realized loss on derivatives

 —

Unrealized loss on derivatives

 —

Gain on sale of real property interest

 —

Total other income and expenses

Net loss

$

$

$

Less: Pre-Acquisition net income from Drop-down Assets

 —

Net income (loss) attributable to common and subordinated unitholders

$

$

$

Net income (loss) per limited partners unit

Common units – basic

$

$

Common units – diluted

$

$

Subordinated units – basic and diluted

$

$

Weighted-average limited partner units outstanding

Common units – basic

Common units – diluted

Subordinated units – basic and diluted

(A)

Reflects the unaudited historical consolidated and combined balance sheet of Landmark Infrastructure Partners LP as of September 30, 2016 as filed with the SEC on November 3, 2016 on its Form 10-Q for the nine months ended September 30, 2016.  

(B)

The Partnership has performed a preliminary purchase price allocation of the fair market value of the Land Portfolio’s assets acquired and liabilities assumed. The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma financial statements. The final purchase price allocation will be determined when the Partnership has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The following is the preliminary purchase price allocation, which is subject to change as we complete the purchase price allocation process:

Purchase Price

Allocation

Land

$

Value of in-place leases

$

(C)

The purchase price for the Transaction was funded with a combination of borrowings under the Partnership’s revolving credit facility and available cash. On October 19, 2016, the Partnership closed a public offering of 3,450,000 common units and received net proceeds of approximately $53.3 million (after deducting estimated underwriting discounts, fees and offering expenses). The Partnership used net proceeds from the offering to fund a portion of the transaction and during the interim period between the closing of the offering and the Transaction close date, the Partnership used the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The offering was not directly attributable to the Transaction.

(AA)

Reflects the historical consolidated and combined statement of operations of Landmark Infrastructure Partners LP for the nine months ended September 30, 2016 as filed with the SEC on November 3, 2016 on its Form 10-Q for the nine months ended September 30, 2016.

(BB)

Reflects the historical consolidated and combined statement of operations of Landmark Infrastructure Partners LP for the year ended December 31, 2015 as filed with the SEC on February 16, 2016 on Form 10-K for the year ended December 31, 2015.

(CC)

Reflects historical rental revenue for leased tenant sites based on the contractual lease terms recognized on a straight-line basis, for tenants under lease arrangements with minimum fixed and

determinable increases over the non‑cancellable term of the related leases (when collectability is reasonably assured). Rental revenue is based on the in-place leases with lease commencement dates starting in the second half of 2015.

(DD)

Reflects the net historical property operating expenses associated with the assets. Amounts reflect property operating expenses prior to the respective triple-net land leases commenced in 2015. Upon commencement of the triple-net lease the tenant is responsible under the terms of the lease to pay all operating expenses of the property. For the year ended December 31, 2015, the operating expenses of the property consist entirely of property taxes.

(EE)

Reflects the amortization of in-place lease intangibles based on the preliminary purchase price allocation. The in-place lease is amortized on a straight-line basis over the initial lease term of 20 years.

(FF)

Reflects the interest expense associated with the borrowings under the Partnership’s existing credit facility to fund the Transaction at an effective rate of 2.9%. Interest expense was determined based on the terms under our revolving credit facility which bears interest at one-month LIBOR plus 2.5% and is net of the non-use fee of 25 basis points. The effective rate was based on a one-month LIBOR rate of 0.65% as of December 7, 2016.