lmrk-10q_20190930.htm

(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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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

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

	September 30, 2019			December 31, 2018
Assets
Land	$	136,221		$	128,302
Real property interests		523,303			517,423
Construction in progress		58,507			29,556
Total land and real property interests		718,031			675,281
Accumulated amortization real property interests		(46,753	)		(39,069	)
Land and net real property interests		671,278			636,212
Investments in receivables, net		8,741			18,348
Investment in unconsolidated joint venture		62,524			65,670
Cash and cash equivalents		4,920			4,108
Restricted cash		5,417			3,672
Rent receivables, net		5,098			4,292
Due from Landmark and affiliates		1,876			1,390
Deferred loan costs, net		4,854			5,552
Deferred rent receivable		5,970			5,251
Derivative assets		—			4,590
Other intangible assets, net		19,469			20,839
Assets held for sale (AHFS)		392			7,846
Other assets		13,467			8,843
Total assets	$	804,006		$	786,613
Liabilities and equity
Revolving credit facility	$	175,313		$	155,000
Secured notes, net		219,535			223,685
Accounts payable and accrued liabilities		8,922			7,435
Other intangible liabilities, net		7,923			9,291
Liabilities associated with AHFS		—			397
Lease liability		10,076			—
Prepaid rent		5,549			5,418
Derivative liabilities		4,765			402
Total liabilities		432,083			401,628
Commitments and contingencies (Note 15)
Mezzanine equity
Series C cumulative redeemable convertible preferred units, 1,988,700 and 2,000,000 units issued and outstanding at September 30, 2019 and December 31, 2018, respectively		47,571			47,308
Equity
Series A cumulative redeemable preferred units, 1,674,156 and 1,593,149 units issued and outstanding at September 30, 2019 and December 31, 2018, respectively		39,018			37,207
Series B cumulative redeemable preferred units, 2,544,793 and 2,463,015 units issued and outstanding at September 30, 2019 and December 31, 2018, respectively		60,926			58,936
Common units, 25,353,140 and 25,327,801 units issued and outstanding at September 30, 2019 and December 31, 2018, respectively		394,036			411,158
General Partner		(163,370	)		(167,019	)
Accumulated other comprehensive loss		(6,459	)		(2,806	)
Total partners' equity		324,151			337,476
Noncontrolling interests		201			201
Total equity		324,352			337,677
Total liabilities, mezzanine equity and equity	$	804,006		$	786,613

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenue
Rental revenue	$	14,402		$	17,560		$	43,820		$	50,051
Expenses
Property operating		435			360			1,505			875
General and administrative		1,288			735			4,269			3,523
Acquisition-related		119			88			614			469
Amortization		3,395			4,293			10,368			12,548
Impairments		442			877			646			980
Total expenses		5,679			6,353			17,402			18,395
Other income and expenses
Interest and other income		198			434			764			1,280
Interest expense		(4,259	)		(6,906	)		(13,439	)		(19,586	)
Unrealized gain (loss) on derivatives		(2,188	)		774			(8,963	)		5,208
Equity income from unconsolidated joint venture		154			59			263			59
Gain on sale of real property interests		473			100,039			18,008			100,039
Foreign currency transaction gain		1,113			—			1,045			—
Total other income and expenses		(4,509	)		94,400			(2,322	)		87,000
Income before income tax expense		4,214			105,607			24,096			118,656
Income tax expense		228			460			3,635			663
Net income		3,986			105,147			20,461			117,993
Less: Net income attributable to noncontrolling interest		7			8			23			20
Net income attributable to limited partners		3,979			105,139			20,438			117,973
Less: Distributions declared to preferred unitholders		(2,985	)		(2,868	)		(8,900	)		(7,742	)
Less: General partner's incentive distribution rights		(197	)		(197	)		(591	)		(587	)
Less: Accretion of Series C preferred units		(96	)		—			(546	)		—
Net income attributable to common and subordinated unitholders	$	701		$	102,074		$	10,401		$	109,644
Net income (loss) per common and subordinated unit
Common units – basic	$	0.03		$	4.06		$	0.41		$	4.51
Common units – diluted	$	0.03		$	3.71		$	0.41		$	4.18
Subordinated units – basic and diluted	$	—		$	—		$	—		$	(0.59	)
Weighted average common and subordinated units outstanding
Common units – basic		25,341			25,138			25,339			24,405
Common units – diluted		25,341			27,741			25,339			26,658
Subordinated units – basic and diluted		—			—			—			517
Cash distributions declared per common and subordinated unit	$	0.3675		$	0.3675		$	1.1025		$	1.1025

																									Accumulated									Mezzanine
						Preferred		Preferred								Preferred			Preferred						Other									Equity -
	Common		Subordinated			Units -		Units -		Common			Subordinated			Unitholders -			Unitholders -			General			Comprehensive			Noncontrolling			Total			Series C
	Units		Units			Series A		Series B		Unitholders			Unitholder			Series A			Series B			Partner			Income (loss)			Interest			Equity			Preferred
Balance as of December 31, 2017		20,146		3,135			1,568		2,463	$	288,527		$	19,641		$	36,604		$	58,936		$	(150,519	)	$	968		$	201		$	254,358		$	—
Net investment of Drop-down Assets		—		—			—		—		—			—			—			—			(20,394	)		—			—			(20,394	)		—
Foreign currency translation adjustment		—		—			—		—		—			—			—			—			—			1,038			—			1,038			—
Issuance of Preferred Units, net		—		—			25		—		—			—			603			—			—			—			—			603			—
Issuance of Common Units, net		1,721		—			—		—		30,926			—			—			—			—			—			—			30,926			—
Conversion of subordinated units		3,135		(3,135	)		—		—		18,186			(18,186	)		—			—			—			—			—			—			—
Distributions		—		—			—		—		(7,959	)		(1,152	)		(768	)		(1,176	)		(302	)		—			(4	)		(11,361	)		—
Capital contribution from Sponsor		—		—			—		—		—			—			—			—			1,202			—			—			1,202			—
Unit-based compensation		4		—			—		—		70			—			—			—			—			—			—			70			—
Net income (loss)		—		—			—		—		4,901			(303	)		768			1,176			195			—			4			6,741			—
Balance as of March 31, 2018		25,006		—			1,593		2,463	$	334,651		$	—		$	37,207		$	58,936		$	(169,818	)	$	2,006		$	201		$	263,183		$	—
Foreign currency translation adjustment		—		—			—		—		—			—			—			—			—			(2,320	)		—			(2,320	)		—
Issuance of Preferred Units, net		—		—			—		—		—			—			—			—			—			—			—			—			47,534
Issuance of Common Units, net		125		—			—		—		1,773			—			—			—			—			—			—			1,773			—
Distributions		—		—			—		—		(9,189	)		—			(806	)		(1,256	)		(194	)		—			(8	)		(11,453	)		(868	)
Capital contribution from Sponsor		—		—			—		—		—			—			—			—			578			—			—			578			—
Net income	—			—			—		—		2,972			—			806			1,256			195			—			8			5,237			868
Balance as of June 30, 2018		25,131		—			1,593		2,463	$	330,207		$	—		$	37,207		$	58,936		$	(169,239	)	$	(314	)	$	201		$	256,998		$	47,534
Foreign currency translation adjustment		—		—			—		—		—			—			—			—			—			(1,035	)		—			(1,035	)		—
Issuance of Common Units, net		135		—			—		—		1,830			—			—			—			—			—			—			1,830			—
Distributions		—		—			—		—		(9,236	)		—			(796	)		(1,204	)		(393	)		—			(8	)		(11,637	)		(868	)
Capital contribution from Sponsor		—		—			—		—		—			—			—			—			289			—			—			289			—
Other deemed contributions		—		—			—		—		—			—			—			—			197			—			—			197			—
Net income		—		—			—		—		102,074			—			796			1,204			197			—			8			104,279			868
Balance as of September 30, 2018		25,266		—			1,593		2,463	$	424,875		$	—		$	37,207		$	58,936		$	(168,949	)	$	(1,349	)	$	201		$	350,921		$	47,534

																			Accumulated									Mezzanine
			Preferred		Preferred					Preferred			Preferred						Other									Equity -
	Common		Units -		Units -		Common			Unitholders -			Unitholders -			General			Comprehensive			Noncontrolling			Total			Series C
	Units		Series A		Series B		Unitholders			Series A			Series B			Partner			Income (loss)			Interest			Equity			Preferred
Balance as of December 31, 2018		25,328		1,593		2,463	$	411,158		$	37,207		$	58,936		$	(167,019	)	$	(2,806	)	$	201		$	337,677		$	47,308
Foreign currency translation adjustment		—		—		—		—			—			—			—			1,743			—			1,743			—
Distributions		—		—		—		(9,312	)		(788	)		(1,189	)		(197	)		—			(8	)		(11,494	)		(917	)
Capital contribution from Sponsor		—		—		—		—			—			—			994			—			—			994			—
Other deemed contributions		—		—		—		—			—			—			197			—			—			197			—
Unit-based compensation		10		—		—		130			—			—			—			—			—			130			—
Net income		—		—		—		3,755			788			1,189			197			—			8			5,937			1,273
Balance as of March 31, 2019		25,338		1,593		2,463	$	405,731		$	37,207		$	58,936		$	(165,828	)	$	(1,063	)	$	201		$	335,184		$	47,664
Foreign currency translation adjustment		—		—		—		—			—			—			—			(2,415	)		—			(2,415	)		—
Issuance of Preferred Units, net		—		57		67		—			1,259			1,639			—			—			—			2,898			—
Conversion of Preferred Units		1		—		—		5			—			—			—			—			—			5			(5	)
Distributions		—		—		—		(9,312	)		(829	)		(1,260	)		(197	)		—			(8	)		(11,606	)		(933	)
Capital contribution from Sponsor		—		—		—		—			—			—			1,134			—			—			1,134			—
Other deemed contributions		—		—		—		—			—			—			197			—			—			197			—
Net income		—		—		—		5,945			829			1,260			197			—			8			8,239			1,026
Balance as of June 30, 2019		25,339		1,650		2,530	$	402,369		$	38,466		$	60,575		$	(164,497	)	$	(3,478	)	$	201		$	333,636		$	47,752
Foreign currency translation adjustment		—		—		—		—			—			—			—			(2,981	)		—			(2,981	)		—
Issuance of Preferred Units, net		—		24		15		—			552			351			—			—			—			903			—
Conversion of Preferred Units		14		—		—		278			—			—			—			—			—			278			(278	)
Distributions		—		—		—		(9,312	)		(838	)		(1,260	)		(197	)		—			(7	)		(11,614	)		(886	)
Capital contribution from Sponsor		—		—		—		—			—			—			930			—			—			930			—
Other deemed contributions		—		—		—		—			—			—			197			—			—			197			—
Net income		—		—		—		701			838			1,260			197			—			7			3,003			983
Balance as of September 30, 2019		25,353		1,674		2,545	$	394,036		$	39,018		$	60,926		$	(163,370	)	$	(6,459	)	$	201		$	324,352		$	47,571

	Nine Months Ended September 30,
	2019			2018
Operating activities
Net income	$	20,461		$	117,993
Adjustments to reconcile net income to net cash provided by operating activities:
Unit-based compensation		130			70
Unrealized (gain) loss on derivatives		8,963			(5,208	)
Amortization expense		10,368			12,548
Amortization of above- and below- market lease, net		(654	)		(1,008	)
Amortization of deferred loan costs		2,029			2,724
Amortization of discount on secured notes		279			280
Receivables interest accretion		(9	)		—
Impairments		646			980
Gain on sale of real property interests		(18,008	)		(100,039	)
Allowance for doubtful accounts		107			(23	)
Equity income from unconsolidated joint venture		(263	)		(59	)
Return on investment in unconsolidated joint venture		2,883			—
Foreign currency transaction gain		(1,045	)		—
Changes in operating assets and liabilities:
Rent receivables, net		(462	)		123
Accounts payable and accrued liabilities		2,704			414
Deferred rent		414			177
Prepaid rent		139			1,005
Due from Landmark and affiliates		(569	)		61
Other assets		(6,159	)		1,031
Net cash provided by operating activities		21,954			31,069
Investing activities
Acquisition of land		(9,754	)		(15,573	)
Acquisition of real property interests and development activities		(41,710	)		(85,411	)
Proceeds from sale of real property interests		46,107			64,036
Repayments of receivables		430			915
Net cash used in investing activities		(4,927	)		(36,033	)
Financing activities
Proceeds from the issuance of Common Units, net		—			437
Proceeds from the issuance of Preferred Units, net		1,811			48,137
Proceeds from the issuance of Series B Preferred Units, net		1,990			—
Proceeds from revolving credit facility		97,931			105,500
Proceeds from the issuance of secured notes		—			169,128
Principal payments on revolving credit facility		(76,500	)		(269,000	)
Principal payments on secured notes		(5,528	)		(3,995	)
Deferred loan costs		(232	)		(6,233	)
Capital contribution to fund general and administrative expense reimbursement		2,892			2,271
Distributions to preferred unitholders		(8,841	)		(7,320	)
Distributions to common and subordinated unitholders		(27,936	)		(28,228	)
Distributions to non-controlling interests		(23	)		(20	)
Consideration associated with Drop-down Acquisitions		—			(20,394	)
Net cash used in financing activities		(14,436	)		(9,717	)
Effect of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash		(34	)		(67	)
Net increase (decrease) in cash, cash equivalents and restricted cash		2,557			(14,748	)
Cash, cash equivalents and restricted cash at beginning of the period		7,780			27,860
Cash, cash equivalents and restricted cash at end of the period	$	10,337		$	13,112

Landmark Infrastructure Partners LP (the “Partnership”) was formed on July 28, 2014 by Landmark Dividend LLC (“Landmark” or “Sponsor”) to acquire, own and manage a portfolio of real property interest and infrastructure assets that are leased to companies in the wireless communication, outdoor advertising and renewable power generation industries. The Partnership is 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”). On July 31, 2017, the Partnership completed changes to its organizational structure by transferring substantially all of its assets to a consolidated subsidiary, Landmark Infrastructure Inc., a Delaware corporation (“REIT Subsidiary”), which elected to be taxed as a REIT commencing with its taxable year ending December 31, 2017. References in this report to “Landmark Infrastructure Partners LP,” the “partnership,” “we,” “our,” “us,” or like terms refer to Landmark Infrastructure Partners LP.

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, 2019, the Sponsor and affiliates own (a) our general partner; (b) 3,415,405 common units representing limited partnership interest in the Partnership (“Common Units”); and (c) all of our incentive distribution rights (“IDRs”).

On an ongoing basis, we evaluate each legal entity that is not wholly owned by us in accordance with the consolidation guidance. The accompanying consolidated financial statements include the accounts of the Partnership, its wholly-owned subsidiaries and those entities in which it has a controlling interest. Investments in entities that the Partnership does not control are accounted for using the equity or cost method, depending upon the Partnership’s ability to exercise significant influence over operating and financial policies.

The unaudited interim consolidated financial statements have been prepared in conformity with GAAP as established by the Financial Accounting Standards Board (the “FASB”) in the Accounting Standards Codification (“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, 2019 and 2018 included in these Notes to the Consolidated 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 and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. All references to tenant sites are outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the public company accounting oversight board (U.S.).

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

The Partnership is generally not subject to federal, state or local income taxes, except for our subsidiary Landmark Infrastructure Asset OpCo LLC (“Asset OpCo”) and our foreign subsidiaries. Each limited partner is responsible for the tax liability, if any, related to its proportionate share of the Partnerships’ taxable income or loss. Asset OpCo conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes. Asset OpCo and certain consolidated foreign subsidiaries of the Partnership conduct certain activities in international locations that generate taxable income and will be treated as taxable entities. Additionally, our consolidated REIT subsidiary, Landmark Infrastructure Inc., a Delaware corporation, files as a corporation for U.S. federal income tax purposes. The REIT Subsidiary has elected to be treated as a REIT and we believe that it has operated in a manner that has allowed the REIT Subsidiary to qualify as a REIT for federal income tax purposes, and the REIT Subsidiary intends to continue operating in such manner. If the REIT Subsidiary fails to qualify as a REIT in any taxable year, and is unable to avail itself of certain savings provisions, all of its taxable income would be subject to federal income tax at regular corporate rates. The Partnership follows the requirements of ASC Topic 740, Income Taxes (“ASC 740”), relating to uncertain tax positions. Based on its evaluation under ASC 740, the Partnership has concluded that there are no significant uncertain tax positions, nor has the Partnership been assessed interest or penalties by any major tax jurisdictions.

The Partnership accounts for its investment in an unconsolidated joint venture using the equity method of accounting. Under the equity method, the investment is initially recorded at fair value and subsequently adjusted for distributions and the Partnership’s proportionate share of equity in the joint venture’s income (loss). The Partnership recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture as equity income (loss) from unconsolidated joint venture on the consolidated statements of operations. On a quarterly basis, the Partnership evaluates its investment in an unconsolidated joint venture for other-than-temporary impairments. The Partnership elected as an accounting policy to reflect unconsolidated joint venture distributions in the consolidated statements of cash flows using the nature of the distribution approach. Accordingly, the net proceeds were classified as return on investment in unconsolidated joint venture within the operating activities section of the consolidated statements of cash flows for the nine months ended September 30, 2019.

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 a material impact on its consolidated financial position and results of operations because either the ASU is not applicable, or the impact is expected to be immaterial.

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and aligning it with the accounting for share-based payments to employees, with certain exceptions. Equity–classified share–based payment awards issued to nonemployees will be measured on the grant date, instead of being remeasured through the performance completion date (generally the vesting date), as required under the current guidance. ASU 2018-07 is effective for fiscal periods beginning after December 15, 2018, with early adoption permitted. The Partnership adopted the guidance as of January 1, 2019 and determined to not have a significant impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which establishes ASC 326, Financial Instruments – Credit Losses. The ASU revises the measurement of impairment for certain financial instruments measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. This update is effective for annual and interim financial statement periods beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The Partnership is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”), which establishes the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Subsequently, the FASB issued additional ASUs that clarified the original ASU No. 2016-02. 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. This classification determines whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability on the balance sheet for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. The standard mandates the use of the modified retrospective transition method for all leases existing at, or entered into after, the date of initial application.

In March 2018, the FASB approved an optional practical expedient that would allow lessors to elect, by class of underlying asset, to not separate nonlease components from the related lease components. The practical expedient is limited to circumstances in which both (1) the timing and pattern of revenue recognition are the same for the nonlease component and related lease component and (2) the combined single lease component would be classified as an operating lease. If a lessee makes payments for taxes and insurance directly to a third party on behalf of a lessor, lessors are required to exclude them from variable payments and from recognition in the lessors’ income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional lease revenue recognized by the lessor on a gross basis in their income statements. The FASB has also clarified that the lease ASU will require an assessment of whether a land easement meets the definition of a lease under the new lease ASU. An entity with land easements that are not accounted for as leases under the current lease accounting standards, however, may elect a practical expedient to exclude those land easements from assessment under the new lease accounting standards (ASU No 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842). The new lease ASU applies to all land easement arrangements entered into or modified on and after the ASU effective date.

The Partnership adopted the guidance as of January 1, 2019. We elected to adopt the following practical expedients provided by these ASUs:

For acquisitions subsequent to the adoption of the new lease ASUs on January 1, 2019, the Partnership evaluates whether an easement meets the definition of a lease under the new lease ASU. The Partnership determines if an arrangement is a lease at the inception of the agreement. The Partnership considers an arrangement to be a lease if it conveys the right to control the use of the leased site or ground space underneath a leased site for a period of time in exchange for consideration. The Partnership is both a lessor and a lessee. While most of our leases are and will continue to be classified as operating leases in which the Partnership is the lessor, the Partnership is the lessee in an insignificant population of leases that have recurring ground lease rental payments. We applied the modified retrospective transition method and practical expedients mentioned above to all leases existing at January 1, 2019. The adoption of ASC 842 resulted in the recognition of right-of-use (“ROU”) assets and lease liabilities in the Consolidated Balance Sheets on January 1, 2019 for leases of $7.6 million, based on the present value of the remaining minimum rental payments using each respective lease term and a corresponding incremental borrowing rate. We used a discount rate of approximately 4.5%, which is the interest rate that we estimate we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments. The ASUs did not significantly affect the calculations of our debt covenants. As of September 30, 2019, ROU assets were included in in real property interests in the Consolidated Balance Sheets.

The following table represents the future minimum ground lease payments as of September 30, 2019 (in thousands).

During the nine months ended September 30, 2018, the Partnership completed one drop-down acquisition from our Sponsor and affiliates (referred to as the “Drop-down Acquisition”). Certain real property interests included in the Drop-down Acquisition completed by the Partnership were part of the right of first offer assets acquired from Landmark Dividend Growth Fund-H LLC (“Fund H”). The following table presents the Drop-down Acquisition completed by the Partnership during 2018:

The Drop-down Acquisition is a transfer of net assets between entities under common control as the acquisition does not meet the definition of a business in accordance with ASU No. 2017-01. The transfer of net assets is accounted for prospectively in the period in which the transfer occurs at the net carrying value. Any differences between the cash consideration and the net carrying value of the transfer of net assets has been allocated to the General Partner. During the nine months ended September 30, 2018, the difference between the total consideration of $59.9 million and the net carrying value of $39.5 million, was allocated to the General Partner.

During the nine months ended September 30, 2019 and the year ended December 31, 2018, the Partnership completed various direct third-party acquisitions. Third-party acquisitions include 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” or “UEP”).

The following table presents direct third-party acquisitions completed by the Partnership during the nine months ended September 30, 2019 and the year ended December 31, 2018:

	No. of Tenant Sites								Consideration (in millions)
Acquisition Description	Wireless Communication		Outdoor Advertising		Renewable Power Generation		Total		Borrowings and Available Cash		Common Units		Total
First Quarter
International		—		104		—		104	$	6.0	$	—	$	6.0
Total		—		104		—		104	$	6.0	$	—	$	6.0
Second Quarter
International		—		7		—		7	$	6.7	$	—	$	6.7
Domestic		—		—		8		8		0.4		—		0.4
Total		—		7		8		15	$	7.1	$	—	$	7.1
Third Quarter
International		—		10		—		10	$	3.8	$	—	$	3.8
Domestic		1		—		—		1		0.3		—		0.3
Total		1		10		—		11	$	4.1	$	—	$	4.1
2019 Total		1		121		8		130	$	17.2	$	—	$	17.2
First Quarter
UEP		5		1		—		6	$	—	$	3.2	$	3.2
Domestic		15		12		—		27		21.3		—		21.3
Total		20		13		—		33	$	21.3	$	3.2	$	24.5
Second Quarter
International		—		8		—		8	$	7.3	$	—	$	7.3
UEP		7		1		—		8		0.6		1.8		2.4
Domestic		3		1		—		4		21.5		—		21.5
Total		10		10		—		20	$	29.4	$	1.8	$	31.2
Third Quarter
International		2		12		—		14	$	14.2	$	—	$	14.2
UEP		10		—		—		10		0.9		1.8		2.7
Domestic		2		11		—		13		2.0		—		2.0
Total		14		23		—		37	$	17.1	$	1.8	$	18.9
Fourth Quarter
International		—		8		—		8	$	0.2	$	—	$	0.2
UEP		4		—		—		4		—		0.9		0.9
Domestic		1		1		—		2		0.1		—		0.1
Total		5		9		—		14	$	0.3	$	0.9	$	1.2
2018 Total		49		55		—		104	$	68.1	$	7.7	$	75.8

The following table summarizes the Partnership’s real property interests (in thousands):

During the three months ended September 30, 2019, the Partnership completed a sale of two wireless communication sites held for sale commencing March 31, 2019 and one outdoor advertising site to a third party in exchange for cash consideration of $1.1 million. We recognized a gain on sale of real property interest of $0.5 million upon completion of the sale.

On January 4, 2019, the Partnership completed the sale of its real property interest held for sale as of December 31, 2018 for total consideration of $13.5 million. We recognized a gain on sale of real property interest of $5.9 million upon completion of the sale.

On June 27, 2019, the Partnership completed a sale of its real property interests and investments in receivables held for sale commencing March 31, 2019 in its taxable subsidiary for total consideration of $31.8 million. We recognized a gain on sale of real property interests and investments in receivables of $11.7 million before income taxes, or $8.6 million after income taxes, upon completion of the sale.

During 2017, the Partnership started developing an ecosystem of technologies that provides smart enabled infrastructure including smart poles and digital outdoor advertising kiosks across North America. Smart poles are self-contained, neutral-host poles designed for wireless carrier and other wireless operator collocation. The smart poles are designed for macro, mini macro and small cell deployments and will support Internet of Things (IoT), carrier densification needs, private LTE networks and other wireless solutions. During the year ended December 31, 2018, the Partnership completed construction on four smart enabled infrastructure sites totaling $1.5 million. As of September 30, 2019 and December 31, 2018, the Partnership’s $58.5 million and $29.6 million, respectively, of construction in progress primarily related to the construction of the smart enabled infrastructure solution and other projects.

In December 2016, the Partnership formed a joint venture to acquire real property interests that are leased to companies in the outdoor advertising industry located in the UK and Europe. Our venture partner provides acquisition opportunities and asset management services to the consolidated joint venture. As of September 30, 2019, the consolidated joint venture had 155 tenant sites and one investment in receivable with total net book value of $77.6 million. During the three and nine months ended September 30, 2019, the consolidated joint venture generated rental revenue of $1.5 million and $4.0 million, respectively. During the three and nine months ended September 30, 2018, the consolidated joint venture generated rental revenue of $0.9 million and $2.0 million, respectively.

The Partnership applies the asset acquisition method to all acquired investments of real property interests for transactions that meet the definition of an asset acquisition. 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 final allocations for acquisitions during the nine months ended September 30, 2019 and the year ended December 31, 2018 of estimated fair values of the assets acquired and liabilities assumed (in thousands).

Future estimated aggregate amortization of finite lived real property interests for each of the five succeeding fiscal years and thereafter as of September 30, 2019, are as follows (in thousands):

The weighted average remaining amortization period for non‑perpetual real property interests is 41 years as of September 30, 2019.

During the three and nine months ended September 30, 2019, four and six of the Partnership’s real property interests were impaired and recognized impairment charges totaling $0.4 million and $0.6 million, respectively. During the three and nine months ended September 30, 2018, one and two of the Partnership’s real property interest were impaired and recognized impairment charges totaling $0.1 million and $0.2 million, respectively. The carrying value of each real property interest was determined to have a fair value of zero.

During the three and nine months ended September 30, 2018, the Partnership recognized a gain on the contribution of real property interests of $100 million in connection with the formation of an unconsolidated joint venture (the “JV”) in which 545 tenant sites were contributed to the JV by the Partnership as described in Note 7, Investment in Unconsolidated Joint Venture. The Partnership used $59.7 million of the net proceeds to repay a portion of the borrowings under the revolving credit facility. The Partnership has determined that the contribution does not meet the criteria for discontinued operations presentation as the contribution does not represent a strategic shift that will have a major effect on its operations and financial results and the Partnership has retained an interest in the assets through its interest in the unconsolidated joint venture.

In March 2019, the Partnership entered into a plan to sell one of its real property interests. The Partnership determined that the sale did not meet the criteria for discontinued operations presentation as the plan to sell did not represent a strategic shift that would have a major effect on its operations and financial results. As a result of this classification, the asset was separately presented as AHFS in the consolidated balance sheet as of September 30, 2019.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are as follows (in thousands):

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

We recorded net amortization of above‑ and below‑market lease intangibles of $0.2 million and $0.7 million as an increase to rental revenue for the three and nine months ended September 30, 2019, respectively, and $0.3 million and $1.0 million as an increase to rental revenue for the three and nine months ended September 30, 2018, respectively. We recorded amortization of in‑place lease intangibles of $0.4 million and $1.3 million as amortization expense for the three and nine months ended September 30, 2019, respectively, and $0.6 million and $1.7 million as amortization expense for the three and nine months ended September 30, 2018, respectively.

Future aggregate amortization of intangibles for each of the five succeeding fiscal years and thereafter as of September 30, 2019 follows (in thousands):

Investments in receivables include financing arrangements and management agreements whereby we purchased the right to receive a portion of a rental payment under a contract but are not a party to the lease and do not have a real property interest. Additionally, certain lease arrangements of real property interests meet the definition of a financial asset and are included in investments in receivables in our financial statements. Investments in receivables also include arrangements with T‑Mobile whereby we purchased the right to retain a portion of a lease payment prior to passing the remainder to the property owner. These cash flow financing arrangements are accounted for as receivables in our consolidated financial statements.

Transfer of investments in receivables from the Sponsor and affiliates to the Partnership, which met the conditions to be accounted for as a sale in accordance with ASC 860, Transfers and Servicing, were recorded at their estimated fair value. The receivables are unsecured with payments collected over periods ranging from 2 to 99 years. In connection with the Drop-down Acquisition from our Sponsor and affiliates, the Partnership acquired additional investments in receivables that were recorded at the fair value at the acquisition date, using discount rates ranging from 7% to 14%.

During the three and nine months ended September 30, 2018, 16 of the Partnership’s investments in receivables were impaired and recognized impairment charges totaling $0.8 million. The investments in receivables were impaired to net realizable value. Pursuant to the terms of the omnibus agreement, Landmark indemnified the Partnership for the loss related to the impairment of investments in receivables which is treated as a deemed capital contribution.

Interest income recognized on the receivables totaled $0.2 million and $0.8 million for the three and nine months ended September 30, 2019, respectively and $0.4 million and $1.3 million for the three and nine months ended September 30, 2018, respectively. On June 27, 2019, the Partnership completed a sale of its investments in receivables held for sale as of March 31, 2019 and recognized a gain on sale of investments in receivables. See Note 4, Real Property Interests.

The following table reflects the activity in investments in receivables (in thousands):

On September 24, 2018, the Partnership completed the formation of the unconsolidated JV. The Partnership contributed 545 tenant site assets to the unconsolidated JV that secured the Partnership’s $125.4 million Series 2018-1 secured notes (the “2018 Securitization”), in exchange for a 50.01% membership interest in the unconsolidated JV and $65.5 million in cash (the “Transaction”). The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV.

The Partnership recognized a gain on contribution of real property interests in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. ASC 610-20 refers to the revenue recognition principles under ASU No. 2014-09. Under ASC 610-20, the Partnership determined it does not have a controlling financial interest in the entity that holds the assets and the arrangement meets the criteria to be accounted for as a contract, as such, the Partnership derecognized the assets and recognized a gain on the contribution of the real property interests when control of the underlying assets transferred to the buyer.

In addition to the contribution of assets, the JV assumed the 2018 Securitization, which was completed by the Partnership on June 6, 2018 involving certain tenant sites and related property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class C, Class D and Class F Series 2018-1 Secured Notes (the “2018 Secured Notes”), in an aggregate principal amount of $125.4 million. The net proceeds from the 2018 Securitization were primarily used to pay down the revolving credit facility by $120.5 million. The Class F notes are subordinated in right of payment to the Class D notes and the Class D notes are subordinated in right of payment to the Class C notes. The 2018 Secured Notes were issued at a discount of less than $0.1 million, which will be accreted and recognized as interest expense over the term of the secured notes. The Class C, Class D and Class F 2018 Secured Notes bear interest at a fixed note rate per annum of 3.97%, 4.70% and 5.92%, respectively.

The following table summarizes balance sheet information for the unconsolidated JV (in thousands):

The following table summarizes financial information for the unconsolidated JV (in thousands):

Loans under the revolving credit facility bear interest at a rate equal to the applicable London Inter Bank Offering Rate (“LIBOR”) related to the currency for which borrowings are denominated, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). During the three months ended September 30, 2019, the applicable spread was 2.00%.

Additionally, under the revolving credit facility we will be subject to an annual commitment fee (determined based on leverage levels) associated with the available undrawn capacity subject to certain restrictions. As of September 30, 2019, the applicable annual commitment rate used was 0.175%.

The revolving credit facility requires monthly interest payments and the outstanding debt balance is due upon maturity on November 15, 2023. As of September 30, 2019, $175.3 million was outstanding, which includes £40.5 million of GBP debt. As of September 30, 2019, there was $274.7 million of undrawn borrowing capacity (including a standby letter of credit arrangement of $2.4 million), subject to compliance with various financial covenants. Except as described below under “Secured Notes,” as of September 30, 2019, the Partnership was in compliance with all other financial covenants required under the revolving credit facility.

On April 24, 2018, the Partnership entered into a note purchase and private shelf agreement (“Note Purchase Agreement”) pursuant to which the Partnership agreed to sell an initial $43.7 million aggregate principal amount of 4.38% senior secured notes, in a private placement (the “4.38% Senior Secured Notes”) involving a segregated pool of renewable power generation sites and related property interests. The 4.38% Senior Secured Notes are fully amortized through June 30, 2036. The Partnership may from time to time issue and sell additional senior secured notes pursuant to the Note Purchase Agreement, in an aggregate principal amount when aggregated with the initial principal amount of up to $225 million. We used all the net proceeds of $41.0 million to repay a portion of the borrowings under our revolving credit facility. In October 2019, we became aware of the fact that we were in technical default of certain covenants under the Note Purchase Agreement due to certain rental payments received by the Partnership in an incorrect bank account, which resulted in an Event of Default under the terms of the Note Purchase Agreement. The Event of Default under the terms of the Note Purchase Agreement in turn caused an Event of Default under our revolving credit facility. In November 2019, we amended the terms of the revolving credit agreement and obtained a waiver such that Event of Default under the Note Purchase Agreement does not in turn cause an Event of Default under our revolving line of credit. The issue has been remediated and we are seeking consents and waivers of the default from the holders of the 4.38% Senior Secured Notes; however, there is no guarantee that we will be successful in securing such consents and waivers. If we are unable to secure such consents and waivers, such holders and lenders could declare the outstanding principal of the applicable debt, together with accrued interest, to be immediately due and payable. As of September 30, 2019, the outstanding balance was $41.1 million and accrued interest was $0.5 million.

On November 30, 2017, the Partnership completed a securitization transaction (the “2017 Securitization”) involving certain outdoor advertising tenant sites and related property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class A and Class B Series 2017-1 Secured Notes (the “2017 Secured Notes”), in an aggregate principal amount of $80.0 million. The net proceeds from the 2017 Securitization were primarily used to pay down the revolving credit facility by $54.0 million and $17.5 million held in a restricted reserve accounts, including $16.0 million into a site acquisition account subsequently used on January 18, 2018 to acquire additional tenant sites pursuant to the Indenture. The Class B notes are subordinated in right of payment to the Class A notes. The 2017 Secured Notes were issued at a discount of $1.8 million, which will be accreted and recognized as interest expense over the term of the secured notes. The Class A and Class B 2017 Secured Notes bear interest at a fixed note rate per annum of 4.10% and 3.81%, respectively.

On June 16, 2016, the Partnership completed a securitization transaction (the “2016 Securitization”) involving certain tenant sites and related real property interests owned by certain unrestricted special purpose subsidiaries of the Partnership, through the issuance of the Class A and Class B Series 2016-1 Secured Notes (the “2016 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 2016 Secured Notes were issued at a discount of $17,292, which will be accreted and recognized as interest expense over the term of the secured notes. The Class A and Class B 2016 Secured Notes bear interest at a fixed note rate per annum of 3.52% and 7.02%, respectively.

The secured notes described above are collectively referred to as the “Secured Notes” and the tenant site assets securing the Secured Notes are collectively referred to as the “Secured Tenant Site Assets.”

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 (as defined in the applicable indenture), and (3) the rights of the obligors under a management agreement. Under the terms of the applicable indenture, amounts due under the Secured Notes will be paid solely from the cash flows generated from the operation of the Secured Tenant Site Assets, as applicable, which must be deposited into reserve accounts, and thereafter distributed solely pursuant to the terms of the applicable indenture. On a monthly basis, after payment of all required amounts under the applicable indenture, subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the Partnership. As of September 30, 2019, $5.4 million was held in such reserve accounts which are classified as Restricted Cash on the accompanying consolidated balance sheets.

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 (as defined in the applicable agreement). Under the terms of the applicable indenture, the obligors will be permitted to issue additional notes under certain circumstances, including so long as the debt service coverage ratio (“DSCR”) of the issuer is at least 2.0 to 1.0 for the 2017 Secured Notes and 2016 Secured Notes, respectively and at least 1.1 to 1.0 for the 4.38% Senior Secured Notes. Except as described above, as of September 30, 2019, the Partnership was in compliance with all other financial covenants under the Secured Notes.

The Secured Notes’ annual principal payment amounts due as of September 30, 2019, are as follows (in thousands):

The Partnership incurred interest expense of $4.3 million and $13.4 million for three and nine months ended September 30, 2019, respectively, and $6.9 million and $19.6 million for the three and nine months ended September 30, 2018, respectively. At September 30, 2019 and December 31, 2018, the Partnership had interest payable of $0.9 million and $0.2 million, respectively. Additionally, the Partnership recorded amortization of deferred loan costs and discount on secured notes, which is included in interest expense, of $0.8 million and $2.3 million for the three and nine months ended September 30, 2019, respectively, and $1.1 million and $3.0 million for the three and nine months ended September 30, 2018, respectively.

The following table summarizes the terms and fair value of the Partnerships’ interest rate swap agreements (in thousands, except percentages):

During the three and nine months ended September 30, 2019, the Partnership recorded a loss of $2.2 million and $9.0 million, respectively, and for the three and nine months ended September 30, 2018, the Partnership recorded a gain of $0.8 million and a gain of $5.2 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 statements of operations.

The fair values 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, 2019. The following table summarizes the fair values of the interest rate swaps as a result of the analysis performed (in thousands):

The table below summarizes changes in the number of units outstanding (in units):

										Mezzanine Equity -
						Series A		Series B		Series C
	Common		Subordinated			Preferred		Preferred		Preferred
Balance as of December 31, 2017		20,146,458		3,135,109			1,568,402		2,463,015		—
Issuance of units to Fund H - January 18, 2018		1,506,421		—			—		—		—
Conversion of subordinated units		3,135,109		(3,135,109	)		—		—		—
Issuance of Series C Preferred Units - April 2, 2018		—		—			—		—		2,000,000
Issuance under ATM Programs		27,830		—			24,747		—		—
Issuance under Unit Exchange Program		446,416		—			—		—		—
Unit-based compensation		3,826		—			—		—		—
Balance as of September 30, 2018		25,266,060		—			1,593,149		2,463,015		2,000,000

Balance as of December 31, 2018		25,327,801		—			1,593,149		2,463,015		2,000,000
Conversion of Series C Preferred Units		14,708		—			—		—		(11,300	)
Issuance under ATM Programs		—		—			81,007		81,778		—
Unit-based compensation		10,631		—			—		—		—
Balance as of September 30, 2019		25,353,140		—			1,674,156		2,544,793		1,988,700

On February 16, 2016, the Partnership established a Common Unit at-the-market offering program (the “2016 Common Unit ATM Program” and together with the 2019 Common Unit ATM Program the “Common Unit ATM Programs”), that expired on December 30, 2018, therefore, no Common Units were issued under the 2016 Common Unit ATM Program during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, 27,830 Common Units were issued under the 2016 Common Unit ATM Program generating proceeds of approximately $0.5 million before issuance costs.

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. No acquisitions were completed during the nine months ended September 30, 2019 under the Unit Exchange Program. During the nine months ended September 30, 2018, under the Unit Exchange Program, the Partnership completed an acquisition of 24 tenant sites in exchange for 446,416 Common Units, valued at approximately $6.7 million. As of September 30, 2019, we have 4,091,908, Common Units remaining available to be issued under the Unit Exchange Program.

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. The requirements under our Partnership Agreement for the conversion of all the subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on February 14, 2018. Therefore, effective February 15, 2018, all of our subordinated units which are owned by Landmark, were converted on a one-for-one basis into common units. The conversion of subordinated units does not impact the amount of cash distributions or total number of outstanding units.

On May 3, 2019, the Partnership established a Series A Preferred Unit at-the-market offering program (the “2019 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred 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. The net proceeds from sales under the 2019 Series A 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, 2019, the Partnership issued 81,007 Series A Preferred Units under our 2019 Series A ATM Program, generating proceeds of approximately $2.1 million before issuance costs, respectively. As of September 30, 2019, we have $47.9 million remaining available to be issued under the 2019 Series A ATM Program.

On June 24, 2016, the Partnership established a Series A Preferred Unit at-the-market offering program (the “2016 Series A ATM Program” and together with the 2019 Series A ATM Program the “Series A ATM Programs”), that expired on December 30, 2018, therefore, no Series A Preferred Units were issued under the 2016 Series A ATM Program during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, the Partnership issued 24,747 Series A Preferred Units under our 2016 Series A ATM Program, generating proceeds of approximately $0.6 million before issuance costs.

On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B ATM Program” and together with the Series A ATM Programs and Common Unit ATM Programs the “ATM Programs”) pursuant to which we may sell, from time to time, Series B Preferred 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. The net proceeds from sales under the Series B 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, 2019, the Partnership issued 81,778 Series B Preferred Units under our Series B ATM Program, generating proceeds of approximately $2.1 million before issuance costs, respectively. No Series B Preferred Units were issued under our Series B ATM Program during the nine months ended September 30, 2018. As of September 30, 2019, we have $32.3 million remaining available to be issued under the Series B ATM Program.

On April 2, 2018, the Partnership completed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (“Series C Preferred Units” and together with the Series A Preferred Units and Series B Preferred Units the “Preferred Units”), representing limited partner interest in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $47.5 million after deducting underwriters’ discounts and offering expenses paid by us of $2.5 million. We used substantially all net proceeds to repay a portion of the borrowings under our revolving credit facility. In connection with the closing of the Series C Preferred Units offering, the Partnership executed the Fourth Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Amended Partnership Agreement”) for the purpose of defining the preferences, rights, powers and duties of holders of the Series C Preferred Units.

Distributions on the Series C Preferred Units are cumulative from the date of original issue 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 C Preferred Units was paid on May 15, 2018 in an amount equal to $0.2090 per unit. Distributions accruing from, and including, the date of original issuance and to, but excluding May 15, 2025 will accrue at an annual rate equal to the greater of (i) 7.00% per annum, and (ii) the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. Distributions accruing on and after May 15, 2025 will accrue at 9.00% per annum of the stated liquidation preference.

Holders of Series C Preferred Units, at their option, may, at any time and from time to time, convert some or all of their Series C Preferred Units based on an initial conversion rate of 1.3017 common units per Series C Preferred Unit. In the event of a fundamental change, holder of the Series C Preferred Units, at their option, may convert some or all of their Series C Preferred Units into the greater of (i) a number of common units plus a make-whole premium and (ii) a number of common units equal to the lessor of (a) the liquidation preference divided by the market value of our common units on the effective date of such fundamental change and (b) 11.13 (subject to adjustments). On May 15, 2025, May 15, 2028, and each subsequent five-year anniversary date thereafter (each such date, a “designated redemption date”), each holder of Series C Preferred Units shall have the right (a “redemption right”) to require the Partnership to redeem any or all of the Series C Preferred Units held by such holder outstanding on such designated redemption date at a redemption price equal to the liquidation preference of $25.00, plus all accrued and unpaid distributions to, but not including, in each case out of funds legally available for such payment and to the extent not prohibited by law, the designated redemption date (the “put redemption price”). At our option we may pay the redemption in our common units or cash, subject to certain limitations.

At any time on or after May 20, 2025, the Partnership shall have the option to redeem the Series C Preferred Units, in whole or in part, at a redemption price of $25.00 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared.

The Partnership has classified the Series C Preferred Units as mezzanine equity in the accompanying consolidated balance sheets based upon the terms and conditions of the holder’s redemption option. Issuance costs related to the Series C Preferred Units classified as mezzanine equity are initially recorded as a reduction of the units balances and accreted up to the redemption value. During the nine months ended September 30, 2019, 11,300 Series C Preferred Units were converted into 14,708 Common Units based on the holder’s option.

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

					Total
			Distribution		Distribution
Quarter Ended	Declaration Date	Distribution Date	Per Unit		(in thousands)
Common and Subordinated Units and IDRs
September 30, 2018 ⁽¹⁾	October 26, 2018	November 14, 2018	$	0.3675	$	9,285
December 31, 2018 ⁽¹⁾	January 25, 2019	February 14, 2019		0.3675		9,312
March 31, 2019 ⁽¹⁾	April 19, 2019	May 15, 2019		0.3675		9,312
June 30, 2019 ⁽¹⁾	July 19, 2019	August 14, 2019		0.3675		9,312
September 30, 2019 ⁽¹⁾	October 25, 2019	November 14, 2019		0.3675		9,317
Series A Preferred Units
September 30, 2018	September 20, 2018	October 15, 2018	$	0.5000	$	797
December 31, 2018	December 20, 2018	January 15, 2019		0.5000		797
March 31, 2019	March 21, 2019	April 15, 2019		0.5000		797
June 30, 2019	June 20, 2019	July 15, 2019		0.5000		828
September 30, 2019	September 20, 2019	October 15, 2019		0.5000		837
Series B Preferred Units
September 30, 2018	October 22, 2018	November 15, 2018	$	0.4938	$	1,216
December 31, 2018	January 22, 2019	February 15, 2019		0.4938		1,216
March 31, 2019	April 19, 2019	May 15, 2019		0.4938		1,216
June 30, 2019	July 19, 2019	August 15, 2019		0.4938		1,257
September 30, 2019	October 22, 2019	November 15, 2019		0.4938		1,257
Series C Preferred Units
September 30, 2018	October 22, 2018	November 15, 2018	$	0.4382	$	876
December 31, 2018	January 22, 2019	February 15, 2019		0.4571		914
March 31, 2019	April 19, 2019	May 15, 2019		0.4614		923
June 30, 2019	July 19, 2019	August 15, 2019		0.4510		902
September 30, 2019	October 22, 2019	November 15, 2019		0.4375		870

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 Amended 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 units.

Effective February 15, 2018, all of our subordinated units, which were owned by Landmark, were converted on a one-for-one basis into common units. The subordinated units were only allocated the excess of distributions declared over net income through the conversion date.

The calculation of the undistributed net loss attributable to common unitholders for the three and nine months ended September 30, 2019 and 2018 follows (in thousands):

The calculation of net income per common unit for the three months ended September 30, 2019 and 2018 follows (in thousands, except per unit data):

The calculation of net income (loss) per common and subordinated unit for the nine months ended September 30, 2019 and 2018 follows (in thousands, except per unit data):

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.

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.

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.

Investments in receivables: The Partnership’s investments in receivables are presented in the accompanying consolidated 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 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 (in thousands):

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.

As of September 30, 2019 and December 31, 2018, the Partnership measured the following assets at fair value on a recurring basis (in thousands):

Under the Amended 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 amended Omnibus Agreement with Landmark (“Omnibus Agreement”), which was amended on January 30, 2019, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Amended Partnership Agreement. Under the amended 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 3% of our revenue during the current 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 $120 million and (ii) November 19, 2021. The full amount of general and administrative expenses incurred will be reimbursed by Landmark and 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 in our financial statements as a capital contribution 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, 2019, Landmark reimbursed us $0.8 million and $2.9 million, respectively, for expenses related to certain general and administrative expenses that exceeded the cap. During the three and nine months ended September 30, 2019, $0.1 million and $0.2 million of management fees related to our unconsolidated joint venture that is not subject to the cap and is treated as a capital contribution from Sponsor. Additionally, indemnification of $0.4 million related to property taxes and is included in capital contributions from Sponsor on the Consolidated and Combined Statements of Equity and Mezzanine Equity for 2019. For the three and nine months ended September 30, 2018, Landmark reimbursed us $0.3 million and $2.1 million, respectively, for expenses related to certain general and administrative expenses that exceeded the cap.

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; or (ii) $100,000. During the three and nine months ended September 30, 2019 and 2018, we incurred $25,000 and $75,000, respectively, of license fees related to the AIF patent license agreement.

In accordance with the Partnership’s omnibus agreement, certain other investment funds managed by Landmark had granted us a right of first offer (“ROFO”) on real property interests that they owned or acquired before selling or transferring those assets to any third party. During the year ended December 31, 2018, the Partnership waived its ROFO on certain assets in investment funds managed by Landmark. During the nine months ended September 30, 2018, the Partnership completed the following ROFO acquisitions:

In connection with the issuance of the Secured Notes, the Partnership entered into applicable management agreements with the General Partner. Pursuant to the applicable management agreements, 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 applicable management agreements for the 2016 and 2017 secured notes and 0.5% of operating revenue for the 4.38% senior secured notes. 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 $0.1 million and $0.2 million of Secured Tenant Site Assets’ management fees during the three and nine months ended September 30, 2019 and less than $0.1 million during the three and nine months ended September 30, 2018, respectively.

In connection with the formation of the unconsolidated JV, the JV assumed the 2018 Secured Notes. Pursuant to the applicable management agreement, our General Partner will perform those functions reasonably necessary to maintain, manage and administer the 2018 Secured Tenant Site Assets for a monthly management fee equal to 1.5% of the Secured Tenant Site Assets’ operating revenue, subject to a maximum of $46 per tenant site asset. Landmark will reimburse us for the management fees paid by the unconsolidated JV with the reimbursement treated as a capital contribution. For the three and nine months ended September 30, 2019, the unconsolidated JV incurred less than $0.1 million and $0.2 million, respectively, of management fees.

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, 2019 and 2018, no such fees have been incurred.

On June 13, 2017, the Partnership and its Sponsor entered into a partnership with Penteon Corporation to deploy a nationwide Low Power Wide Area Network (LPWAN) based on the global open standard called LoRaWAN™ and utilizing the real property interests controlled by the Sponsor and the Partnership. As part of the agreement, the Sponsor owns a warrant to purchase up to approximately 25% of Penteon’s preferred stock. As of September 30, 2019 and December 31, 2018, the Partnership had zero in leasing costs related to the deployment of LPWAN on its sites.

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 Amended Partnership Agreement) in excess of $0.2875 per unit per quarter. The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the three and nine months ended September 30, 2019 quarterly distribution totaling $0.2 million and $0.6 million, and for the three months ended September 30, 2018 quarterly distribution totaling $0.2 million, which is treated as a deemed contribution in the consolidated statements of equity and mezzanine equity and as a deemed distribution for purposes of determining net income per common unit. During the three and nine months ended September 30, 2018, we paid zero and $0.4 million of incentive distribution rights.

At September 30, 2019 and December 31, 2018, the General Partner and its affiliates owed $1.9 million and $1.4 million, respectively, to the Partnership primarily for the current quarter general and administrative reimbursement, unconsolidated JV management fees and for rents received on our behalf, offset by rents received on behalf of the unconsolidated JV.

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

					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate			Total
Revenue
Rental revenue	$	7,185	$	5,221	$	1,996	$	—		$	14,402
Expenses
Property operating		30		374		31		—			435
General and administrative		—		—		—		1,288			1,288
Acquisition-related		—		—		—		119			119
Amortization		2,282		993		120		—			3,395
Impairments		227		215		—		—			442
Total expenses		2,539		1,582		151		1,407			5,679
Total other income and expenses		361		338		20		(5,228	)		(4,509	)
Income (loss) before income tax expense (benefit)		5,007		3,977		1,865		(6,635	)		4,214
Income tax expense		—		—		—		228			228
Net income (loss)	$	5,007	$	3,977	$	1,865	$	(6,863	)	$	3,986

					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate			Total
Revenue
Rental revenue	$	10,511	$	4,989	$	2,060	$	—		$	17,560
Expenses
Property operating		141		185		34		—			360
General and administrative		—		—		—		735			735
Acquisition-related		—		—		—		88			88
Amortization		3,155		962		176		—			4,293
Impairments		785		92		—		—			877
Total expenses		4,081		1,239		210		823			6,353
Total other income and expenses		100,187		61		206		(6,054	)		94,400
Income (loss) before income tax expense		106,617		3,811		2,056		(6,877	)		105,607
Income tax expense		—		—		—		460			460
Net income (loss)	$	106,617	$	3,811	$	2,056	$	(7,337	)	$	105,147

					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate			Total
Revenue
Rental revenue	$	21,827	$	15,520	$	6,473	$	—		$	43,820
Expenses
Property operating		185		944		376		—			1,505
General and administrative		—		—		—		4,269			4,269
Acquisition-related		—		—		—		614			614
Amortization		6,958		3,001		409		—			10,368
Impairments		227		419		—		—			646
Total expenses		7,370		4,364		785		4,883			17,402
Total other income and expenses		11,323		458		7,039		(21,142	)		(2,322	)
Income (loss) before income tax expense		25,780		11,614		12,727		(26,025	)		24,096
Income tax expense		—		—		—		3,635			3,635
Net income (loss)	$	25,780	$	11,614	$	12,727	$	(29,660	)	$	20,461

					Renewable
	Wireless		Outdoor		Power
	Communication		Advertising		Generation		Corporate			Total
Revenue
Rental revenue	$	30,518	$	13,537	$	5,996	$	—		$	50,051
Expenses
Property operating		214		510		151		—			875
General and administrative		—		—		—		3,523			3,523
Acquisition-related		—		—		—		469			469
Amortization		9,456		2,589		503		—			12,548
Impairments		785		195		—		—			980
Total expenses		10,455		3,294		654		3,992			18,395
Total other income and expenses		105,286		190		609		(19,085	)		87,000
Income (loss) before income tax expense		125,349		10,433		5,951		(23,077	)		118,656
Income tax expense		—		—		—		663			663
Net income (loss)	$	125,349	$	10,433	$	5,951	$	(23,740	)	$	117,993

The following table represents the Partnership’s rental revenues by geographic location (in thousands):

The following table represents the Partnership’s total assets by geographic location (in thousands):

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 consolidated financial position.

There has been consolidation in the wireless communication industry historically that has led to certain lease terminations. 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. In April 2018, T-Mobile and Sprint announced a proposed merger. Significant consolidation among our tenants in the wireless communication industry (or our tenants’ sub‑lessees) may result in the decommissioning of certain existing communications sites, because certain portions of these tenants’ (or their sub‑lessees’) networks may be redundant. The impact of any future consolidation in the wireless communication industry and the termination of additional leases in our portfolio would result in lower rental revenue and may lead to impairment of our real property interests or other adverse effects to our business.

As of September 30, 2019, the Partnership had approximately $65.8 million of real property interests 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.

Substantially all of our tenant sites are subject to triple net or 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.

For the three and nine months ended September 30, 2019 and 2018, the Partnership had the following tenant revenue concentrations:

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.

Noncash investing and financing activities for the nine months ended September 30, 2019 and 2018 were as follows (in thousands):

Cash flows related to interest and income taxes paid were as follows (in thousands):

On October 9, 2019, the Partnership completed an acquisition of a real property interest for total consideration of $24.3 million.

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

Unless the context otherwise requires, references in this report to “our partnership,” “we,” “our,” or “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 financial statements and related notes included elsewhere in this report. Among other things, those historical consolidated 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, 2018.

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, 2018. 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, 2018 could cause our actual results to differ materially from the results contemplated by such forward‑looking statements, including the following:

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

We are a growth‑oriented partnership formed by our Sponsor to own and manage a portfolio of real property interests and infrastructure assets that we lease to companies in the wireless communication, outdoor advertising and renewable power generation industries. In addition, the Partnership owns certain interests in receivables associated with similar assets. We generate revenue and cash flow from existing tenant leases of our real property interests and infrastructure assets to wireless carriers, cellular tower owners, outdoor advertisers and renewable power producers.

The Partnership is a master limited partnership organized in the State of Delaware and has been publicly traded since its initial public offering on November 19, 2014. On July 31, 2017, the Partnership completed changes to its organizational structure by transferring substantially all of its assets to a subsidiary, Landmark Infrastructure Inc., a Delaware corporation, which elected to be taxed as a real estate investment trust (“REIT”) commencing with its taxable year ending December 31, 2017. We intend to own and operate substantially all of our assets through the REIT Subsidiary. These changes are designed to simplify tax reporting for unitholders and intended to broaden the Partnership’s investor base by substantially eliminating unrelated business taxable income allocated by the Partnership to tax-exempt investors, including individuals investing through tax-deferred accounts such as an individual retirement account, and we do not intend to generate state source income.

We primarily 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 triple net or 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, 89% 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 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.

Significant consolidation among our tenants in the wireless communication industry (or our tenants’ sub‑lessees) may result in the decommissioning of certain existing communications sites, because certain portions of these tenants’ (or their sub‑lessees’) networks may be redundant. The loss of any one of our large customers as a result of joint ventures, mergers, acquisitions or other cooperative agreements may result in a material decrease in our revenue. In April 2018, T-Mobile and Sprint announced a proposed merger. For the three and nine months ended September 30, 2019, T-Mobile and Sprint represented approximately 8.3% and 5.9% of rental revenue, respectively.

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) FFO and AFFO; and (4) Adjusted EBITDA.

The amount of revenue we generate primarily depends on our occupancy rate. As of September 30, 2019, we had a 95% occupancy rate with 1,914 of our 2,011 available tenant sites leased. We believe the infrastructure assets at our tenant sites are essential to the ongoing operations and profitability of our tenants and will be a critical component for the rollout of future technologies such as 5G, IOT and autonomous vehicles. 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 consolidation in the wireless communication industry historically that has led to certain lease terminations. We believe the impact of past consolidation is already reflected in our occupancy rates. Additional consolidation among our tenants in the wireless communication industry (or our tenants’ sub‑lessees) may result in lease terminations for certain existing communication sites. 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.

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

FFO, is a non-GAAP financial measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trust (“NAREIT”). FFO represents net income (loss) excluding real estate related depreciation and amortization expense, real estate related impairment charges, gains (or losses) on real estate transactions, adjustments for unconsolidated joint venture, and distributions to preferred unitholders and noncontrolling interests.

FFO is generally considered by industry analysts to be the most appropriate measure of performance of real estate companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net earnings as an indication of the Partnership’s performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure. The Partnership's computation of FFO may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to such other REITs.

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO adjusts FFO for certain non-cash items that reduce or increase net income in accordance with GAAP. AFFO should not be considered an alternative to net earnings, as an indication of the Partnership's performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers AFFO a useful supplemental measure of the Partnership's performance. The Partnership's computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore, may not be comparable to such other REITs. We calculate AFFO by starting with FFO and adjusting for general and administrative expense reimbursement, acquisition-related expenses, unrealized gain (loss) on derivatives, straight line rent adjustments, unit-based compensation, amortization of deferred loan costs and discount on secured notes, deferred income tax expense, amortization of above and below market rents, loss on early extinguishment of debt, repayments of receivables, adjustments for investment in unconsolidated joint venture, adjustments for drop-down assets and foreign currency transaction gain (loss). The GAAP measures most directly comparable to FFO and AFFO is net income.

We define EBITDA as net income before interest, income taxes, depreciation and amortization, and we define Adjusted EBITDA as EBITDA before impairments, acquisition‑related expenses, unrealized and realized gains and losses on derivatives, loss on extinguishment of debt, gains and losses on sale of real property interests, unit-based compensation, straight line rental adjustments, amortization of above‑ and below‑market rents plus cash receipts applied toward the repayments of investments in receivable, the deemed capital contribution to fund our general and administrative expense reimbursement and adjustments for investments in unconsolidated joint ventures.

EBITDA and Adjusted EBITDA 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:

We believe that the presentation of EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA are net income and net cash provided by operating activities. EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA 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 and Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. As a result, because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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

On September 24, 2018, the Partnership completed the formation of an unconsolidated joint venture (the “JV”). The Partnership contributed 545 tenant site assets to the unconsolidated JV that secured the Partnership’s $125.4 million Series 2018-1 secured notes (the “2018 Securitization”), in exchange for a 50.01% membership interest in the unconsolidated JV and $65.5 million in cash (the “Transaction”). The Partnership used $59.7 million of the net proceeds to repay a portion of the borrowings under the revolving credit facility. The Partnership deconsolidated the 545 tenant sites and real property interests and recognized a gain on contribution of real property interests of $100 million. The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV.

We have in the past and intend to continue to pursue acquisitions of real property interests and developments of infrastructure. Our significant historical acquisition activity impacts the period to period comparability of our results of operations.

Included in the Drop-down Assets acquired by the Partnership during the nine months ended September 30, 2018, 127 tenant sites were part of the right of first offer assets acquired from Landmark Dividend Growth Fund-H LLC (“Fund H”) for a total consideration of $59.9 million.

Additionally, during the nine months ended September 30, 2019 and year ended December 31, 2018, the Partnership acquired 130 tenant sites and 104 tenant sites from third parties for a total consideration of $17.2 million and $75.8 million, respectively. See Note 3, Acquisitions to the Consolidated Financial Statements for additional information.

Our recent sales of real property interests and investments in receivables impacts the period to period comparability of our results of operations. During the nine months ended September 30, 2019, the Partnership completed sales of its real property interests and investments in receivables for total consideration of $46.4 million and recognized a gain on sale of $18.0 million.

On November 15, 2018, the Partnership completed its Third Amended and Restated Credit Facility and obtained commitments from a syndicate of banks with initial borrowing commitments of $450.0 million for five-years. Additionally, borrowings up to $75.0 million may be denominated in British pound sterling (“GBP”), euro, Australian dollar and Canadian dollar. As of September 30, 2019, the outstanding indebtedness under the revolving credit facility denominated in GBP was £40.5 million. Loans under the revolving credit facility bear interest at a rate equal to the applicable London Inter Bank Offering Rate (“LIBOR”) related to the currency for which borrowings are denominated, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). During the three months ended September 30, 2019, the applicable spread was 2.00%. Additionally, under the revolving credit facility we will be subject to an annual commitment fee (determined based on leverage levels) associated with the available undrawn capacity subject to certain restrictions. As of September 30, 2019, the applicable annual commitment rate used was 0.175%.

On April 2, 2018, the Partnership completed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (“Series C Preferred Units”), representing limited partner interest in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $47.5 million after deducting underwriters’ discounts and offering expenses paid by us of $2.5 million. We used substantially all net proceeds to repay a portion of the borrowings under our revolving credit facility.

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.

Under the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP dated April 2, 2018 (the “Amended 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 amended Omnibus Agreement with Landmark (“Omnibus Agreement”), which was amended on January 30, 2019, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Amended 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 3% of our revenue during the current 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 $120 million and (ii) November 19, 2021. The full amount of our 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 in our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses that would otherwise be allocated to us, which are not included in the amount of general and administrative expenses.

We 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 may pay Landmark mutually agreed reasonable fees. When acquiring real property interests, we will 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 our Tier 1 tenants or tenants whose sub‑tenants are Tier 1 companies. Additionally, we will 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 initial portfolio is focused on wireless communication, outdoor advertising and renewable power generation assets in the United States, we intend to grow our initial portfolio of real property interests into other fragmented infrastructure asset classes and expect to continue to pursue acquisitions internationally.

During 2017, the Partnership started developing an ecosystem of technologies that provides smart enabled infrastructure including smart poles and digital outdoor advertising kiosks across North America. Smart poles are self-contained, neutral-host poles designed for wireless carrier and other wireless operator collocation. The smart poles are designed for macro, mini macro and small cell deployments and will support Internet of Things (IoT), carrier densification needs, private LTE networks and other wireless solutions. As of September 30, 2019 and December 31, 2018, the Partnership’s $58.5 million and $29.6 million of construction in progress balance primarily related to the smart enabled infrastructure solution and other projects, respectively. As we deploy these infrastructure assets, we may incur additional operating expenses associated with ground lease payments and other operating expenses to maintain our infrastructure assets. Additionally, the Partnership may pursue further development opportunities in the future.

During the fourth quarter of fiscal year 2018, the Partnership entered into an agreement with Dallas Area Rapid Transit “DART” to develop a smart media and communications platform which will include the deployment of content-rich kiosks and the Partnership’s smart enabled infrastructure ecosystem solution on strategic high-traffic DART locations.

On September 24, 2018, the Partnership completed the formation of the unconsolidated JV. The Partnership contributed 545 tenant site assets to the unconsolidated JV that secured the Partnership’s 2018 Securitization in exchange for a 50.01% membership interest in the unconsolidated JV and $65.5 million in cash. The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV.

On November 15, 2018, the Partnership completed its Third Amended and Restated Credit Facility and obtained commitments from a syndicate of banks with initial borrowing commitments of $450.0 million for five-years. Additionally, borrowings up to $75.0 million may be denominated in British pound sterling (“GBP”), euro, Australian dollar and Canadian dollar. As of November 1, 2019, the outstanding indebtedness under the revolving credit facility denominated in GBP was £40.5 million. Loans under the revolving credit facility bear interest at a rate equal to LIBOR, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). Additionally, under the revolving credit facility we will be subject to an annual commitment fee (determined based on leverage levels) associated with the available undrawn capacity subject to certain restrictions. As of September 30, 2019, the applicable annual commitment rate used was 0.175%.

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. Additionally, fluctuations in foreign currencies in which the Partnership operates may impact asset valuation, revenue, the availability and terms of debt financing, our interest expense associated with existing and future debt or our ability to make accretive acquisitions.

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 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, 2018, in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our critical accounting policies have not changed during 2019 except for the adoption of ASC 842 which has been described in Note 2.

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 triple net or effectively triple-net. We believe this measure provides investors relevant and useful information because it is presented on an unlevered basis.

Our results of operations for all periods presented were affected by the formation of the unconsolidated JV, asset sales in 2019, and acquisitions made during the nine months ended September 30, 2019 and the year ended December 31, 2018. As of September 30, 2019 and 2018, we had 2,011 and 1,907 available tenant sites with 1,914 and 1,818 leased tenant sites, respectively.

Comparison of Three Months Ended September 30, 2019 to Three Months Ended September 30, 2018

The following table summarizes the consolidated statements of operations of the Partnership for the three months ended September 30, 2019 and 2018 (in thousands):

Rental revenue decreased $3.2 million primarily due to the formation of the unconsolidated JV and 2019 sales of real property interests offset by rental revenue for assets acquired subsequent to September 30, 2018. Rental revenue for the three months ended September 30, 2018 includes $3.2 million of rental revenue generated from the assets contributed to the JV and $0.5 million of rental revenue generated from assets sold in 2019. On September 24, 2018, the Partnership completed the formation of the unconsolidated JV. The Partnership contributed 545 wireless communication assets to the JV along with the associated liabilities. The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV. Rental income for the three months ended September 30, 2019 includes $0.5 million attributed to assets acquired subsequent to September 30, 2018. Revenue generated from our wireless communication, outdoor advertising, and renewable power generation segments was $7.2 million, $5.2 million, and $2.0 million, or 50% , 36%, and 14% of total rental revenue, respectively, during the three months ended September 30, 2019, compared to $10.5 million, $5.0 million, and $2.1 million, or 60%, 28%, and 12% of total rental revenue, respectively, during the three months ended September 30, 2018. The occupancy rates in our wireless communication, outdoor advertising, and renewable power generation segments were 93%, 98%, and 100%, respectively, at September 30, 2019 compared to 94%, 98%, and 100%, respectively, at September 30, 2018. Additionally, our effective monthly rental rates per tenant site for wireless communication, outdoor advertising and renewable power generation segments were $1,952, $2,367, and $8,985, respectively, during the three months ended September 30, 2019 compared to $1,910, $2,447, and $8,925, respectively, during the three months ended September 30, 2018.

Property operating expenses increased $0.1 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018 primarily due to rent expense on assets subject to a ground lease payment. Substantially all of our tenant sites are subject to triple net or 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. As we deploy our smart enabled infrastructure solution and other projects, we may incur additional operating expenses associated with ground lease payments and other operating expenses.

General and administrative expenses increased $0.6 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to an increase in accounting, tax and legal related expenses. Under our Amended 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, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Amended Partnership Agreement. 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. On January 30, 2019, we amended the Omnibus Agreement and 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 3% of our revenue during the current calendar quarter. Under the amended Omnibus Agreement, 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 $120 million and (ii) November 19, 2021. 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. For the three months ended September 30, 2019 and 2018, Landmark reimbursed us $0.8 million and $0.3 million, respectively, for expenses related to certain general and administrative services expenses that exceeded the cap. Additionally, during the three months ended September 30, 2019, $0.1 million of management fees related to our unconsolidated joint venture that is not subject to the cap and is treated as a capital contribution from Landmark.

Amortization expense decreased $0.9 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018 as a result of having a greater number of average tenant sites as of September 30, 2018 compared to September 30, 2019. Amortization of investments in real property rights with finite useful lives and in‑place lease values decreased as a result of contributing assets to the unconsolidated JV. Amortization expense during the three

months ended September 30, 2018 included $0.8 million of amortization expense generated from the JV assets during the three months ended September 30, 2018.

Impairments decreased $0.4 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to 16 investments in receivables in our wireless communication segment that were impaired for $0.8 million and one lease termination in our outdoor advertising segment for $0.1 million during the three months ended September 30, 2018. During the three months ended September 30, 2019, four of the Partnership’s real property interests were impaired and recognized impairment charges totaling $0.4 million.

Interest and other income decreased $0.2 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily as a result of the sale of investments in receivables during the three months ended June 30, 2019. Interest income on receivables is generated from our wireless communication, outdoor advertising, and renewable power generation segments.

Interest expense decreased $2.6 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to a lower average debt balance of approximately $398.4 million for the three months ended September 30, 2019 compared to an average debt balance of approximately $456.6 million during the three months ended September 30, 2018.

We mitigated exposure to fluctuations in interest rates on existing variable rate debt by entering into swap contracts that fixed the floating LIBOR rate. 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 three months ended September 30, 2019 and unrealized gain for the three months ended September 30, 2018 reflect the change in fair value of these contracts during those periods.

Equity income from unconsolidated joint venture increased $0.1 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018 due to the formation of the JV on September 24, 2018. The Partnership accounts for its 50.01% investment in the unconsolidated JV using the equity method of accounting. Under the equity method, the investment is initially recorded at fair value and subsequently adjusted for additional distributions and the Partnership’s proportionate share of equity in the JV’s income or loss. The Partnership recognizes its proportionate share of the ongoing income or loss of the unconsolidated JV as equity income or loss from unconsolidated JV on the consolidated statements of operations.

During the three months ended September 30, 2019, the Partnership recognized a gain on sale of real property interests of $0.5 million primarily related to the sale of real property interests to a third party that were held for sale as of March 31, 2019. During the three months ended September 30, 2018, we recognized a gain on contribution of real property interests of $100 million in connection with the formation of the unconsolidated JV in which 545 tenant sites were contributed to the unconsolidated JV by the Partnership.

Foreign currency transaction gain increased $1.1 million during the three months ended September 30, 2019 as a result of changes in exchange rates affecting £40.5 million of outstanding borrowings denominated in GBP and foreign currency interest rate swap agreement denominated in GBP. We expect additional fluctuations of foreign currency transactions in future periods as a result of future borrowing of foreign currency transactions under our revolving credit facility denominated in foreign currencies.

Income tax expense decreased $0.2 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018 primarily due to lower number of assets as a result of the sale of assets in our taxable subsidiary on June 27, 2019.

Comparison of Nine Months Ended September 30, 2019 to Nine Months Ended September 30, 2018

The following table summarizes the consolidated statements of operations of the Partnership for the nine months ended September 30, 2019 and 2018 (in thousands):

Rental revenue decreased $6.2 million primarily due to the formation of the unconsolidated JV and 2019 sales of real property interests offset by rental revenue for assets acquired subsequent to September 30, 2018. Rental revenue for the nine months ended September 30, 2018 includes $10.0 million of rental revenue generated from the assets contributed to the JV and $1.5 million of rental revenue generated from assets sold in 2019. On September 24, 2018, the Partnership completed the formation of the unconsolidated JV. The Partnership contributed 545 wireless communication assets to the JV along with the associated liabilities. The Partnership does not control the unconsolidated JV and therefore, accounts for its investment in the unconsolidated JV using the equity method of accounting prospectively upon formation of the unconsolidated JV. The decrease in rental revenue during the nine months ended September 30, 2019 was offset by $1.0 million increase attributed to assets acquired subsequent to September 30, 2018 and $2.1 million increase due to the full year of rental revenue in 2019 for tenant sites acquired during 2018. Revenue generated from our wireless communication, outdoor advertising, and renewable power generation segments was $21.8 million, $15.5 million, and $6.5 million, or 50%, 35%, and 15% of total rental revenue, respectively, during the nine months ended September 30, 2019, compared to $30.6 million, $13.5 million, and $6.0 million, or 61%, 27%, and 12% of total rental revenue, respectively, during the nine months ended September 30, 2018. The occupancy rates in our wireless communication, outdoor advertising, and renewable power generation segments were 93%, 98%, and 100%, respectively, at September 30, 2019 compared to 96%, 98%, and 100%, respectively, at September 30, 2018. Additionally, our effective monthly rental rates per tenant site for wireless communication, outdoor advertising and renewable power generation segments were $1,938, $2,299, and $9,235, respectively, during the nine months ended September 30, 2019 compared to $1,914, $2,400, and $9,068, respectively, during the nine months ended September 30, 2018.

Property operating expenses increased $0.6 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to an increase in property taxes as a result of an increase in fee simple properties that are not leased under a triple net lease structure and rent expense on assets subject to a ground lease payment. Substantially all of our tenant sites are subject to triple net or 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. As we deploy our smart enabled infrastructure solution and other projects, we may incur additional operating expenses associated with ground lease payments and other operating expenses.

General and administrative expenses increased $0.7 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to an increase in accounting, tax and legal related expenses. Under our Amended 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, our general partner determines the amount of these expenses and such determinations must be made in good faith under the terms of the Amended Partnership Agreement. 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. On January 30, 2019, we amended the Omnibus Agreement and 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 3% of our revenue during the current calendar quarter. Under the amended Omnibus Agreement, 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 $120 million and (ii) November 19, 2021. 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. For the nine months ended September 30, 2019 and 2018, Landmark reimbursed us $2.9 million and $2.1 million, respectively, for expenses related to certain general and administrative services expenses that exceeded the cap. During the nine months ended September 30, 2019, $0.2 million of management fees related to our unconsolidated joint venture that is not subject to the cap and is treated as a capital contribution from Sponsor. Additionally, indemnification of $0.4 million related to property taxes and is included in capital contributions from Sponsor on the Consolidated and Combined Statements of Equity and Mezzanine Equity for 2019.

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.

Amortization expense decreased $2.2 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 as a result of having a greater number of average tenant sites as of September 30, 2018 compared to September 30, 2019. Amortization of investments in real property rights with finite useful lives and in‑place lease values decreased as a result of contributing assets to the unconsolidated JV. Amortization expense during the nine months ended September 30, 2018 included $2.6 million of amortization expense generated from the JV assets during the nine months ended September 30, 2018.

Impairments decreased $0.3 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to five lease terminations in our outdoor advertising segment and one in our wireless communications segment for $0.6 million during the nine months ended September 30, 2019, compared to 16 investments in receivables in our wireless communication segment that were impaired for $0.8 million and one lease termination in our outdoor advertising segment for $0.1 million during the nine months ended September 30, 2018.

Interest and other income decreased $0.5 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily as a result of the sale of investments in receivables during the nine months ended September 30, 2019. Interest income on receivables is generated from our wireless communication, outdoor advertising, and renewable power generation segments. We expect interest and other income to decrease in future periods as a result of the sale of $8.3 million in investments in receivables during the nine months ended September 30, 2019.

Interest expense decreased $6.1 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to a lower average debt balance of approximately $394.3 million for the nine months ended September 30, 2019 compared to an average debt balance of approximately $436.5 million during the nine months ended September 30, 2018.

We mitigated exposure to fluctuations in interest rates on existing variable rate debt by entering into swap contracts that fixed the floating LIBOR rate. 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, 2019 and unrealized gain for the nine months ended September 30, 2018 reflect the change in fair value of these contracts during those periods.

Equity income from unconsolidated joint venture increased $0.2 million during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 due to the formation of the JV on September 24, 2018. The Partnership accounts for its 50.01% investment in the unconsolidated JV using the equity method of accounting. Under the equity method, the investment is initially recorded at fair value and subsequently adjusted for additional distributions and the Partnership’s proportionate share of equity in the JV’s income or loss. The Partnership recognizes its proportionate share of the ongoing income or loss of the unconsolidated JV as equity income or loss from unconsolidated JV on the consolidated statements of operations.

During the nine months ended September 30, 2019, the Partnership recognized a gain on sale of real property interests of $18.0 million primarily related to the sale of real property interests to a third party that were held for sale as of March 31, 2019. During the nine months ended September 30, 2018, we recognized a gain on contribution of real property interests of $100 million in connection with the formation of the unconsolidated JV in which 545 tenant sites were contributed to the JV by the Partnership.

Foreign currency transaction gain increased $1.0 million during the nine months ended September 30, 2019 as a result of changes in exchange rates affecting £40.5 million of outstanding borrowings denominated in GBP and foreign currency interest rate swap agreement denominated in GBP. We expect additional fluctuations of foreign currency transactions in future periods as a result of future borrowing of foreign currency transactions under our revolving credit facility denominated in foreign currencies.

Income tax expense increased $3.0 million during the nine months ended September 30, 2019 compared to nine months ended September 30, 2018 primarily due to a gain on sale of assets in our taxable subsidiary of $11.7 million, resulting in a $3.0 million income tax expense related to the gain.

The following table sets forth a reconciliation of our historical EBITDA and Adjusted EBITDA for the periods presented to net cash provided by operating activities and net income (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net cash provided by operating activities	$	5,071		$	9,503		$	21,954		$	31,069
Unit-based compensation		—			—			(130	)		(70	)
Unrealized gain (loss) on derivatives		(2,188	)		774			(8,963	)		5,208
Amortization expense		(3,395	)		(4,293	)		(10,368	)		(12,548	)
Amortization of above- and below-market rents, net		216			333			654			1,008
Amortization of deferred loan costs		(687	)		(1,029	)		(2,029	)		(2,724	)
Amortization of discount on secured notes		(93	)		(94	)		(279	)		(280	)
Receivables interest accretion		3			—			9			—
Impairments		(442	)		(877	)		(646	)		(980	)
Gain on sale of real property interests		473			100,039			18,008			100,039
Allowance for doubtful accounts		(102	)		52			(107	)		23
Equity income from unconsolidated joint venture		154			59			263			59
Distributions of earnings from unconsolidated joint venture		(300	)		—			(2,883	)		—
Foreign currency transaction gain		1,113			—			1,045			—
Working capital changes		4,163			680			3,933			(2,811	)
Net income	$	3,986		$	105,147		$	20,461		$	117,993
Interest expense		4,259			6,906			13,439			19,586
Amortization expense		3,395			4,293			10,368			12,548
Income tax expense		228			460			3,635			663
EBITDA	$	11,868		$	116,806		$	47,903		$	150,790
Impairments		442			877			646			980
Acquisition-related		119			88			614			469
Unrealized (gain) loss on derivatives		2,188			(774	)		8,963			(5,208	)
Gain on sale of real property interests		(473	)		(100,039	)		(18,008	)		(100,039	)
Unit-based compensation		—			—			130			70
Straight line rent adjustments		145			33			414			177
Amortization of above- and below-market rents, net		(216	)		(333	)		(654	)		(1,008	)
Repayments of investments in receivables		156			307			430			915
Adjustments for investment in unconsolidated joint venture		1,526			52			4,670			52
Foreign currency transaction gain		(1,113	)		—			(1,045	)		—
Deemed capital contribution due to cap on general and administrative expense reimbursement		930			289			3,058			2,069
Adjusted EBITDA	$	15,572		$	17,306		$	47,121		$	49,267

The following table sets forth a reconciliation of FFO and AFFO for the periods presented (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income	$	3,986		$	105,147		$	20,461		$	117,993
Adjustments:
Amortization expense		3,395			4,293			10,368			12,548
Impairments		442			877			646			980
Gain on sale of real property interests, net of income taxes		(500	)		(100,039	)		(14,982	)		(100,039	)
Adjustments for investment in unconsolidated joint venture		792			—			2,568			—
Distributions to preferred unitholders		(2,985	)		(2,868	)		(8,900	)		(7,742	)
Distributions to noncontrolling interests		(7	)		(8	)		(23	)		(20	)
FFO	$	5,123		$	7,402		$	10,138		$	23,720
Adjustments:
General and administrative expense reimbursement		930			289			3,058			2,069
Acquisition-related expenses		119			88			614			469
Unrealized (gain) loss on derivatives		2,188			(774	)		8,963			(5,208	)
Straight line rent adjustments		145			33			414			177
Unit-based compensation		—			—			130			70
Amortization of deferred loan costs and discount on secured notes		780			1,123			2,308			3,004
Amortization of above- and below-market rents, net		(216	)		(333	)		(654	)		(1,008	)
Deferred income tax expense		56			369			109			420
Repayments of receivables		156			307			430			915
Adjustments for investment in unconsolidated joint venture		38			6			63			6
Foreign currency transaction gain		(1,113	)		—			(1,045	)		—
AFFO	$	8,206		$	8,510		$	24,528		$	24,634

FFO per common and subordinated unit - diluted	$	0.20		$	0.29		$	0.40		$	0.95
AFFO per common and subordinated unit - diluted	$	0.32		$	0.34		$	0.97		$	0.99
Weighted average common and subordinated units outstanding - diluted		25,341			25,138			25,339			24,922

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

We intend to satisfy our short‑term liquidity requirements through cash flow from operating activities and through borrowings available under our revolving credit facility. We may also satisfy our short-term liquidity requirements through the issuance of additional equity, formation of joint ventures, asset sales, 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. Access to capital markets impacts our cost of capital and ability to refinance indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. The Partnership has a universal shelf registration statement on file with the U.S. Securities and Exchange Commission (the SEC), effective March 27, 2017, under which we have the ability to issue and sell common and preferred units representing limited partner interests in us and debt securities up to an aggregate amount of $750.0 million.

We intend to pay at least a quarterly distribution of $0.3675 per unit per quarter, which equates to approximately $9.3 million per quarter, or $37.2 million per year in the aggregate, based on the number of common units outstanding as of November 1, 2019. 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 Amended Partnership Agreement. We intend to pay a quarterly Series A and Series B Preferred Unit distribution of 8.0% and 7.9%, respectively, which equates to approximately $2.1 million per quarter, or approximately $8.4 million per year in the aggregate based on the number of Series A and Series B Preferred Units outstanding as of November 1, 2019. We intend to pay a quarterly Series C Preferred Units distribution of a rate equal to the greater of (i) 7.00% per annum, and (ii) the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. As of September 30, 2019, there were 1,988,700 Series C Preferred Units outstanding. The Preferred Unit distributions are cumulative from the date of original issuance and will be payable quarterly in arrears.

The amount of future distributions to unitholders will depend on our results of operations, financial condition, capital requirements and will be determined by the General Partner’s Board of Directors on a quarterly basis. The Partnership expects to rely on external financing sources, including equity and debt issuances, to fund expansion capital expenditures and future acquisitions. However, the Partnership may use operating cash flows to fund expansion capital expenditures or acquisitions, which could result in subsequent borrowings under the revolving credit facility to pay distributions or fund other short-term working capital requirements.

The requirements under our Partnership Agreement for the conversion of all the subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on February 14, 2018. Therefore, effective February 15, 2018, all of our subordinated units which are owned by Landmark, were converted on a one-for-one basis into common units. The conversion of subordinated units does not impact the amount of cash distributions or total number of outstanding units.

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

As of September 30, 2019, we had $394.8 million of total outstanding indebtedness. As of November 1, 2019, the Partnership had $215.9 million of outstanding borrowings on our revolving credit facility, and we had $234.1 million of undrawn borrowing capacity (including a standby letter of credit arrangement of $2.4 million), subject to compliance with certain covenants, under our revolving credit facility.

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

The following table summarizes the historical cash flow of the Partnership for the nine months ended September 30, 2019 and 2018 (in thousands):

Comparison of Nine Months Ended September 30, 2019 to Nine Months Ended September 30, 2018

Net cash provided by operating activities. Net cash provided by operating activities decreased $9.1 million to $22.0 million for the nine months ended September 30, 2019 compared to $31.1 million for the nine months ended September 30, 2018. The decrease is attributable to formation of the unconsolidated JV in which the Partnership contributed 545 tenant site assets to the unconsolidated JV in exchange for a 50.01% membership interest in the unconsolidated JV. Additionally, the decrease is attributable to timing of prepaid expenses and other assets.

Net cash used in investing activities. Net cash used in investing activities was $4.9 million for the nine months ended September 30, 2019 compared to net cash used in investing activities of $36.0 million for the nine months ended September 30, 2018. The change in net cash used in investing activities was primarily due to less asset acquisitions in 2019 compared to 2018.

Net cash used in financing activities. Net cash used in financing activities was $14.4 million for the nine months ended September 30, 2019 compared to net cash used in financing activities of $9.7 million for the nine months ended September 30, 2018. The change in net cash used in financing activities was primarily attributable to the net decrease of $30.5 million in proceeds from the net borrowings from the secured facility, issuance of secured notes and equity offerings during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Additionally, the difference between the cost and the sales price of the Drop-down Acquisition completed during the nine months ended September 30, 2018 is treated as a distribution to Landmark.

Our revolving credit facility will mature on November 15, 2023 and is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes, including distributions. On November 15, 2018, the Partnership completed its Third Amended and Restated Credit Facility and obtained commitments from a syndicate of banks with initial borrowing commitments of $450.0 million for five-years. Additionally, borrowings up to $75.0 million may be denominated in British pound sterling (“GBP”), euro, Australian dollar and Canadian dollar. As of November 1, 2019, the outstanding indebtedness under the revolving credit facility denominated in GBP was £40.5 million, that bears interest at a rate equal to GBP LIBOR, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). Substantially all of our assets, excluding equity in and assets of certain joint ventures and unrestricted subsidiaries is pledged 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:

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

In addition, our revolving credit facility contains 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 a rate equal to LIBOR, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels). During the three months ended September 30, 2019, the applicable spread was 2.00%.

As of September 30, 2019, we had $175.3 million of total outstanding indebtedness under our revolving credit facility with $274.7 million available under the revolving credit facility (including a standby letter of credit arrangement of $2.4 million), subject to compliance with certain covenants. Except as described below under “Secured Notes,” as of September 30, 2019, the Partnership was in compliance with all other financial covenants required under the revolving credit facility. As of November 1, 2019, the Partnership had $215.9 million of outstanding borrowings on our revolving credit facility, and we had $234.1 million of undrawn borrowing capacity (including a standby letter of credit arrangement of $2.4 million), subject to compliance with certain covenants, under our revolving credit facility.

On April 24, 2018, the Partnership entered into a note purchase and private shelf agreement pursuant to which the Partnership agreed to sell an initial $43.7 million aggregate principal amount of 4.38% Senior Secured Notes, in a private placement, and may from time to time issue and sell additional senior secured notes, in an aggregate principal amount when aggregated with the initial principal amount of up to $225 million. The 4.38% Senior Secured Notes are obligations of certain special purpose subsidiaries of the Partnership, including the issuer of the 4.38% Senior Secured Notes, LMRK PropCo SO LLC (the “4.38% Senior Secured Notes Issuer”), and are not obligations of the Partnership or any of its other subsidiaries (including the obligors with respect to the 4.38% Senior Secured Notes). The assets and credit of such obligors are not available to satisfy the debts and obligations of the Partnership or any of its other affiliates (other than the obligors with respect to the 4.38% Senior Secured Notes). In October 2019, we became aware of the fact that we were in technical default of certain covenants under the Note Purchase Agreement due to certain rental payments received by the Partnership in an incorrect bank account, which resulted in an Event of Default under the terms of the Note Purchase Agreement. The Event of Default under the terms of the Note Purchase Agreement in turn caused an Event of Default under our revolving credit facility. In November 2019, we amended the terms of the revolving credit agreement and obtained a waiver such that Event of Default under the Note Purchase Agreement does not in turn cause an Event of Default under our revolving line of credit.

The issue has been remediated and we are seeking consents and waivers of the default from the holders of the 4.38% Senior Secured Notes; however, there is no guarantee that we will be successful in securing such consents and waivers. If we are unable to secure such consents and waivers, such holders and lenders could declare the outstanding principal of the applicable debt, together with accrued interest, to be immediately due and payable. As of September 30, 2019, the outstanding balance was $41.1 million and accrued interest was $0.5 million.

On November 30, 2017, the Partnership completed the 2017 Securitization involving certain outdoor advertising sites and related property interests owned by certain special purpose subsidiaries of the Partnership, through the issuance of the 2017 Secured Notes, in an aggregate principal amount of $80.0 million. The 2017 Secured Notes are obligations of certain special purpose subsidiaries of the Partnership, including the issuer of the 2017 Secured Notes, LMRK Issuer Co. 2 LLC (the “2017 Securitization Issuer”), and are not obligations of the Partnership or any of its other subsidiaries (including the obligors with respect to the 2016 Secured Notes). The assets and credit of such obligors are not available to satisfy the debts and obligations of the Partnership or any of its other affiliates (other than the obligors with respect to the 2017 Secured Notes).

On June 16, 2016, the Partnership completed the 2016 Securitization transaction involving certain wireless communication sites and related property interests owned by certain special purpose subsidiaries of the Partnership, through the issuance of the 2016 Secured Notes, in an aggregate principal amount of $116.6 million. The 2016 Secured Notes are obligations of certain special purpose subsidiaries of the Partnership, including the issuer of the 2016 Secured Notes, LMRK Issuer Co. LLC (the “2016 Securitization Issuer”), and are not obligations of the Partnership or any of its other subsidiaries (including the obligors with respect to the 2017 Secured Notes). The assets and credit of such obligors are not available to satisfy the debts and obligations of the Partnership or any of its other affiliates (other than the obligors with respect to the 2016 Secured Notes).

The secured notes described above were issued in separate classes as indicated in the table below. The Class B notes of the Series 2016-1 and Series 2017-1 are subordinated in right of payment to the Class A notes of such series. The Class F notes of the Series 2018-1 are subordinated in right of payment to the Class D notes and the Class D notes are subordinated in right of payment to the Class C notes of such series.

The Secured Notes are each secured by (1) mortgages and deeds of trust on substantially all of the tenant sites and their operating cash flows, (2) a security interest in substantially all of the personal property of the obligors (as defined in the applicable indenture), and (3) the rights of the obligors under a management agreement. Under the terms of the applicable indenture, the obligors will be permitted to issue additional notes under certain circumstances, including so long as the debt service coverage ratio (“DSCR”) of the issuer is at least 2.0 to 1.0 for the 2017 Secured Notes and 2016 Secured Notes, respectively, and at least 1.1 to 1.0 for the 4.38% Senior Secured Notes.

Under the terms of the applicable indenture, amounts due under Secured Notes, as applicable, will be paid solely from the cash flows generated from the operation of the Secured Tenant Site Assets, as applicable, which must be deposited into reserve accounts, and thereafter distributed solely pursuant to the terms of the applicable indenture. On a monthly basis, after payment of all required amounts under the applicable indenture, subject to the conditions described in Note 8, Debt, the excess cash flows generated from the operation of such assets are released to the Partnership. As of September 30, 2019, $5.4 million was held in such reserve accounts which are classified as Restricted Cash on the accompanying consolidated balance sheets.

Certain information with respect to the Secured Notes is set forth in Note 8, Debt. The DSCR is generally calculated as the ratio of annualized net cash flow (as defined in the applicable indenture) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Secured Notes, as applicable, that will be outstanding on the payment date following such date of determination. As of September 30, 2019, the DSCR for the 2017 Securitization and 2016 Securitization is above 2.0, respectively, and above 1.1 for the 4.38% Senior Secured Notes.

Each indenture includes covenants customary for notes issued in rated securitizations. Among other things, the related obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets (as defined in the applicable agreement) and the organizational documents of the related obligors were amended to contain certain provisions consistent with rating agency securitization criteria for special purposes entities, including that the applicable issuer and guarantor maintain independent directors. Except as described above, as of September 30, 2019, the applicable obligors were in compliance with all other financial covenants under the Secured Notes.

On February 23, 2017, 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 March 27, 2017 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 $750.0 million.

On April 2, 2018, the Partnership completed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (“Series C Preferred Units”), representing limited partner interest in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $47.5 million after deducting underwriters’ discounts and offering expenses paid by us of $2.5 million. We used substantially all net proceeds to repay a portion of the borrowings under our revolving credit facility.

Distributions on the Series C Preferred Units will be the 15th day of February, May, August and November of each year. The prorated initial distribution on the Series C Preferred Units was paid on May 15, 2018 in an amount equal to $0.2090 per Series C Preferred Unit. Distributions for the Series C Preferred Units will accrue from, and including the date of original issuance, to, but excluding, May 15, 2025, at an annual rate equal to the greater of (i) 7.00% per annum and (ii) the sum of (a) the three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. On and after May 15, 2025, distributions on the Series C Preferred Units will accrue at 9.00% per annum of the $25.000 liquidation preference per Series C Preferred Unit (equal to $2.25 per Series C Preferred Unit per annum). The Partnership shall have the option to redeem the Series C Preferred Units, in whole or in part, on or after May 20, 2025 at the liquidation preference of $25.00 per Series C Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared.

On May 3, 2019, the Partnership established a Common Unit at-the-market offering program (the “2019 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 May 3, 2019, the Partnership established a Series A Preferred Unit at-the-market offering program (the “2019 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred 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 March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B ATM Program” and together with the 2019 Series A ATM Program and the 2019 Common Unit ATM Program the “ATM Programs”) pursuant to which we may sell, from time to time, Series B Preferred 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. 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, 2019, the Partnership issued a total of 81,007 Series A Preferred Units and 81,778 Series B Preferred Units under the ATM Programs generating total proceeds of approximately $4.1 million before issuance costs. The Partnership did not issue Common Units under the 2019 Common Unit ATM Program during the nine months ended September 30, 2019.

In connection with the issuance of the 4.38% Senior Secured Notes, the Partnership has a standby letter of credit arrangement totaling $2.4 million. As of September 30, 2019, there were no amounts drawn on the standby letter of credit.

As of September 30, 2019, we do not have any other off balance sheet arrangements.

Substantially all of our tenant lease arrangements are triple net or 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 triple net or 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.

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

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.

We are exposed to risks arising from rising interest rates. As of September 30, 2019, our revolving credit facility had an outstanding balance of $175.3 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, 2019, we have hedged $195 million of the LIBOR rate on our revolving credit facility through interest rate swap agreements. On November 15, 2018, the Partnership entered into an interest rate swap agreement with a notional amount of £38 million with a fixed rate at 1.49% on floating GBP LIBOR with an effective date of November 30, 2020. On November 15, 2018, the Partnership completed its Third Amended and Restated Credit Facility that allows for borrowings in GBP LIBOR, subject to certain limitations. As of November 1, 2019, the outstanding indebtedness under the revolving credit facility denominated in GBP was £40.5 million, that bears interest at a rate equal to GBP LIBOR, plus a spread ranging from 1.75% to 2.25% (determined based on leverage levels).

The distributions on the Series C Preferred Units are based on a rate equal to the greater of (i) 7.00% per annum, and (ii) the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. As of September 30, 2019, there were 1,988,700 Series C Preferred Units outstanding.

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.

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.

As we expand to international markets we are exposed to market risk from changes in foreign currency exchange rates. Approximately 12% and 6% of rental revenue was denominated in foreign currencies for the three months ended September 30, 2019 and 2018, respectively, and 11% and 5% of rental revenue for the nine months ended September 30, 2019 and 2018, respectively. In the future, we may utilize derivative instruments, or borrow in local currencies, to manage the risk of fluctuations in foreign currency rates.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible 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, 2019.

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.

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, pursuant to the terms of the various agreements under which we acquired assets from Landmark and affiliates, Landmark and affiliates 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.

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, 2018.

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 6, 2019.

Delaware		61-1742322
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
400 Continental Blvd., Suite 500
P.O. Box 3429
El Segundo, CA 90245		90245
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units, Representing Limited Partner Interests	LMRK	NASDAQ Global Market
8.0% Series A Cumulative Redeemable Preferred Units, $25.00 par value	LMRKP	NASDAQ Global Market
7.9% Series B Cumulative Redeemable Preferred Units, $25.00 par value	LMRKO	NASDAQ Global Market
Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units, $25.00 par value	LMRKN	NASDAQ Global Market

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

		Page


	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Consolidated Balance Sheets	3

	Consolidated Statements of Operations	4

	Consolidated Statements of Comprehensive Income	5

	Consolidated Statements of Equity and Mezzanine Equity	6

	Consolidated Statements of Cash Flows	8

	Notes to the Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	55

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 6.	Exhibits	57

Signatures		58

2019 (three months)	$	2,831
2020		11,433
2021		10,817
2022		10,453
2023		10,361
Thereafter		326,619
Total	$	372,514

		Number of Tenant Sites								Consideration (in millions)
Acquisition Date	Source	Wireless Communication		Outdoor Advertising		Renewable Power Generation		Total		Borrowings and Available Cash		Common Units		Total
January 18, 2018	Fund H		30		90		7		127	$	32.6	$	27.3	$	59.9
2018 Acquisitions			30		90		7		127	$	32.6	$	27.3	$	59.9

			Investments in		In-place		Above-market		Below-market
			real property		lease		lease		lease			ROU		Lease
Period	Land		interests		intangibles		intangibles		intangibles			Asset		liability			Total
2019	$	8,038	$	478	$	537	$	81	$	(22	)	$	9,629	$	(732	)	$	18,009
2018		16,646		91,314		7,939		1,309		(2,031	)		—		—			115,177

	September 30, 2019			December 31, 2018
Acquired in-place lease
Gross amount	$	23,546		$	23,261
Accumulated amortization		(7,442	)		(6,237	)
Net amount	$	16,104		$	17,024
Acquired above-market leases
Gross amount	$	6,617		$	6,542
Accumulated amortization		(3,252	)		(2,727	)
Net amount	$	3,365		$	3,815
Total other intangible assets, net	$	19,469		$	20,839
Acquired below-market leases
Gross amount	$	(16,724	)	$	(17,097	)
Accumulated amortization		8,801			7,806
Total other intangible liabilities, net	$	(7,923	)	$	(9,291	)

	Acquired in-place leases		Acquired above-market leases		Acquired below-market leases
2019 (three months)	$	423	$	170	$	(385	)
2020		1,670		537		(1,507	)
2021		1,604		431		(1,373	)
2022		1,508		352		(1,251	)
2023		1,214		314		(806	)
Thereafter		9,685		1,561		(2,601	)
Total	$	16,104	$	3,365	$	(7,923	)

	September 30, 2019			December 31, 2018
Investments in receivables – beginning	$	18,348		$	20,782
Impairments		—			(785	)
Sales		(8,331	)		(350	)
Other		(742	)		—
Repayments		(430	)		(1,108	)
Interest accretion		9			3
Foreign currency translation adjustment		(113	)		(194	)
Investments in receivables – ending	$	8,741		$	18,348

2019 (three months)	$	326
2020		1,297
2021		1,345
2022		1,463
2023		1,570
Thereafter		11,421
Total	$	17,422
Interest	$	8,681
Principal		8,741
Total	$	17,422

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Rental revenue	$	3,559	$	10,702
Net income		307		526
Partnership's share in income		154		263
Distributions declared to the Partnership		800		3,383

		Outstanding Balance
	Maturity Date	September 30, 2019			December 31, 2018
Revolving credit facility	November 15, 2023	$	175,313		$	155,000

4.38% senior secured notes	June 30, 2036	$	41,061		$	42,058
Series 2017-1 Class A 4.10%	November 15, 2022 ⁽¹⁾		59,587			60,900
Series 2017-1 Class B 3.81%	November 15, 2022 ⁽¹⁾		17,261			17,563
Series 2016-1 Class A 3.52%	June 1, 2021⁽²⁾		83,341			86,258
Series 2016-1 Class B 7.02%	June 1, 2021⁽²⁾		25,100			25,100
Secured Notes			226,350			231,879
Discount on Secured Notes			(1,174	)		(1,454	)
Deferred loan costs			(5,641	)		(6,740	)
Secured Notes, net		$	219,535		$	223,685

2019 (three months)	$	2,834
2020		10,313
2021 ⁽¹⁾		108,013
2022		72,440
2023		2,714
Thereafter ⁽¹⁾		30,036
Total	$	226,350

Date	Notional		Fixed				Effective	Maturity	Fair Value Asset (Liability) at
Entered	Value		Rate			Index	Date	Date	September 30, 2019			December 31, 2018
February 5, 2015	$	25,000		1.29	%	1-month USD LIBOR	4/13/2015	4/13/2019	$	—		$	102
August 24, 2015		50,000		1.74		1-month USD LIBOR	10/1/2015	10/1/2022		(460	)		1,259
March 23, 2016		50,000		1.67		1-month USD LIBOR	12/24/2018	12/24/2021		(226	)		1,117
March 31, 2016		20,000		1.56		1-month USD LIBOR	12/24/2018	12/24/2021		(44	)		508
March 31, 2016		25,000		1.63		1-month USD LIBOR	4/13/2019	4/13/2022		(116	)		569
June 12, 2017		50,000		2.10		1-month USD LIBOR	3/2/2018	9/2/2024		(1,590	)		1,035
November 15, 2018	£	38,000		1.49		1-month GBP LIBOR	11/30/2020	11/30/2025		(2,329	)		(402	)
									$	(4,765	)	$	4,188

		Effects of Change in Interest Rates
Date Entered	Maturity Date	+50 Basis Points			-50 Basis Points			+100 Basis Points			-100 Basis Points
August 24, 2015	10/1/2022	$	225		$	(1,202	)	$	919		$	(1,935	)
March 23, 2016	12/24/2021		288			(768	)		805			(1,308	)
March 31, 2016	12/24/2021		162			(260	)		369			(475	)
March 31, 2016	4/13/2022		179			(428	)		476			(739	)
June 12, 2017	9/2/2024		(517	)		(2,880	)		617			(4,110	)
November 15, 2018	11/30/2025		(1,320	)		(3,741	)		(179	)		(5,023	)

	September 30, 2019				December 31, 2018
	Carrying amount		Fair Value		Carrying amount		Fair Value
Investment in receivables, net	$	8,741	$	8,966	$	18,348	$	18,867
Revolving credit facility		175,313		175,313		155,000		155,000
Secured Notes, net		219,535		224,199		223,685		224,333

	September 30, 2019		December 31, 2018
Derivative Assets ⁽¹⁾	$	—	$	4,590
Derivative Liabilities ⁽¹⁾		4,765		402

	September 30, 2019		December 31, 2018
Segments
Wireless communication	$	422,406	$	433,254
Outdoor advertising		260,515		216,326
Renewable power generation		100,121		112,338
Corporate assets		20,964		24,695
Total assets	$	804,006	$	786,613

	September 30, 2019		December 31, 2018
United States	$	698,490	$	720,331
Europe		92,047		53,850
Australia		12,634		11,830
Canada		835		602
Total assets	$	804,006	$	786,613

	Three Months Ended September 30,						Nine Months Ended September 30,
Tenant	2019			2018			2019			2018
Clear Channel		13.4	%		10.9	%		13.4	%		10.9	%
T-Mobile		8.3	%		10.0	%		8.3	%		10.3	%
AT&T Mobility		7.0	%		9.7	%		7.2	%		10.0	%
Sprint		5.9	%		8.2	%		5.9	%		8.6	%

			Total Cash
	Distribution		Distribution
Quarter Ended	Per Unit		(in thousands)		Distribution Date
Common and Subordinated Units and IDRs
September 30, 2018 ⁽¹⁾	$	0.3675	$	9,285	November 14, 2018
December 31, 2018 ⁽¹⁾		0.3675		9,312	February 14, 2019
March 31, 2019 ⁽¹⁾		0.3675		9,312	May 15, 2019
June 30, 2019 ⁽¹⁾		0.3675		9,312	August 14, 2019
September 30, 2019 ⁽¹⁾		0.3675		9,317	November 14, 2019
Series A Preferred Units
September 30, 2018	$	0.5000	$	797	October 15, 2018
December 31, 2018		0.5000		797	January 15, 2019
March 31, 2019		0.5000		797	April 15, 2019
June 30, 2019		0.5000		828	July 15, 2019
September 30, 2019		0.5000		837	October 15, 2019
Series B Preferred Units
September 30, 2018	$	0.4938	$	1,216	November 15, 2018
December 31, 2018		0.4938		1,216	February 15, 2019
March 31, 2019		0.4938		1,216	May 15, 2019
June 30, 2019		0.4938		1,257	August 15, 2019
September 30, 2019		0.4938		1,257	November 15, 2019
Series C Preferred Units
September 30, 2018	$	0.4382	$	876	November 15, 2018
December 31, 2018		0.4571		914	February 15, 2019
March 31, 2019		0.4614		923	May 15, 2019
June 30, 2019		0.4510		902	August 15, 2019
September 30, 2019		0.4375		870	November 15, 2019

Class	Initial Principal Balance (in thousands)		Note Rate			Anticipated Repayment Date
4.38% senior secured notes	$	43,702		4.38	%	June 30, 2036
Series 2017-1 Class A	$	62,000		4.10	%	November 15, 2022
Series 2017-1 Class B	$	18,000		3.81	%	November 15, 2022
Series 2016-1 Class A	$	91,500		3.52	%	June 15, 2021
Series 2016-1 Class B	$	25,100		7.02	%	June 15, 2021

Exhibit number		Description


3.1		Certificate of Limited Partnership of Landmark Infrastructure Partners LP (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-11 (Registration No. 333-199221), initially filed on October 8, 2014, as amended).

3.2		First 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 November 25, 2014).

3.3		Second 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 April 4, 2016).

3.4		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).

3.5		Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP, dated July 31, 2017 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on August 3, 2017).

3.6		Fourth 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 April 2, 2018).

4.1		Indenture, dated as of June 6, 2018, by and among Wilmington Trust, National Association, as Indenture Trustee, and LMRK Issuer Co III LLC and LMRK PropCo 3 LLC, collectively as Obligors (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on June 11, 2018).

4.2		Indenture Supplement, dated as of June 6, 2018, by and among Wilmington Trust, National Association, as Indenture Trustee, and LMRK Issuer Co III LLC and LMRK PropCo 3 LLC, collectively as Obligors (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed on June 11, 2018).
4.3		BF-LMRK JV LLC Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on September 24, 2018).

10.1*		Amendment No. 1 and Waiver to Third Amended and Restated Credit Agreement, dated November 5, 2019.

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.

	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