Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as
“we,” “us,” and “our”) today announced results for the quarter ended
March 31, 2013. All per share results are reported on a fully-diluted
basis unless otherwise noted.
Financial Results
Normalized Funds From Operations (“Normalized FFO”) increased $5.3
million, or $0.12 per common share, to $64.0 million, or $1.41 per
common share, compared to $58.7 million, or $1.29 per common share, for
the same period in 2012. Normalized FFO is calculated by eliminating
certain non-operating items from Funds From Operations (“FFO”), such as
the change in the fair value of a contingent asset. See page 21 of this
release for a complete definition of Normalized FFO and FFO and page 6
for a reconciliation of Normalized FFO and FFO to net income, the
nearest GAAP (Generally Accepted Accounting Principles) measure.
FFO increased $6.3 million, or $0.14 per common share, to $65.0 million,
or $1.43 per common share, compared to $58.7 million, or $1.29 per
common share, for the same period in 2012.
Net income available to common stockholders totaled $35.0 million, or
$0.84 per common share, compared to $12.4 million, or $0.30 per common
share, for the same period in 2012.
Portfolio Performance
Property operating revenues, excluding deferrals, increased $8.2 million
to $182.2 million, compared to $174.0 million for the same period in
2012. Income from property operations increased $4.3 million to $108.1
million compared to $103.8 million for the same period in 2012.
Core property operating revenues increased approximately 3.4 percent and
income from Core property operations increased approximately 2.9 percent
compared to the same period in 2012.
Balance Sheet
Our cash balance as of March 31, 2013 was approximately $81.8 million.
Expanded disclosure on our balance sheet and debt statistics are
included in the tables below. Interest coverage was approximately 3.4
times in the quarter.
Year to date, we have paid off the maturing mortgages on two
manufactured home properties totaling approximately $12.9 million, with
a weighted average interest rate of 6.0 percent per annum.
As of April 22, 2013, we own or have an interest in 383 quality
properties in 32 states and British Columbia consisting of 142,682
sites. We are a self-administered, self-managed real estate investment
trust (“REIT”) with headquarters in Chicago.
A live webcast of our conference call discussing these results will be
available via our website in the Investor Information section at www.equitylifestyle.com
at 10:00 a.m. Central Time on April 23, 2013.
This press release includes certain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.
When used, words such as “anticipate,” “expect,” “believe,” “project,”
“intend,” “may be” and “will be” and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to
identify forward-looking statements and may include, without limitation,
information regarding our expectations, goals or intentions regarding
the future, and the expected effect of our recent acquisitions. These
forward-looking statements are subject to numerous assumptions, risks
and uncertainties, including, but not limited to:
-
our ability to control costs, real estate market conditions, the
actual rate of decline in customers, the actual use of sites by
customers and our success in acquiring new customers at our properties
(including those that we may acquire);
-
our ability to maintain historical rental rates and occupancy with
respect to properties currently owned or that we may acquire;
-
our ability to retain and attract customers renewing, upgrading and
entering right-to-use contracts;
-
our assumptions about rental and home sales markets;
-
our assumptions and guidance concerning 2013 estimated net income, FFO
and Normalized FFO;
-
our ability to manage counterparty risk;
-
in the age-qualified properties, home sales results could be impacted
by the ability of potential homebuyers to sell their existing
residences as well as by financial, credit and capital markets
volatility;
-
results from home sales and occupancy will continue to be impacted by
local economic conditions, lack of affordable manufactured home
financing and competition from alternative housing options including
site-built single-family housing;
-
impact of government intervention to stabilize site-built single
family housing and not manufactured housing;
-
effective integration of recent acquisitions and our estimates
regarding the future performance of recent acquisitions;
-
unanticipated costs or unforeseen liabilities associated with recent
acquisitions;
-
ability to obtain financing or refinance existing debt on favorable
terms or at all;
-
the effect of interest rates;
-
the dilutive effects of issuing additional securities;
-
the effect of accounting for the entry of contracts with customers
representing a right-to-use the Properties under the Codification
Topic “Revenue Recognition;” and
-
other risks indicated from time to time in our filings with the
Securities and Exchange Commission.
These forward-looking statements are based on management's present
expectations and beliefs about future events. As with any projection or
forecast, these statements are inherently susceptible to uncertainty and
changes in circumstances. We are under no obligation to, and expressly
disclaim any obligation to, update or alter our forward-looking
statements whether as a result of such changes, new information,
subsequent events or otherwise.
Tables follow:
|
First Quarter 2013 - Selected Financial
Data
|
|
|
|
(In millions, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
March 31, 2013
|
|
Income from property operations - 2013 Core (1) |
|
$
|
106.8
|
|
|
Income from property operations - 2012 Acquisitions (2) |
|
1.3
|
|
|
Property management and general and administrative
|
|
(17.1
|
)
|
|
Other income and expenses
|
|
5.6
|
|
|
Financing costs and other
|
|
(32.6
|
)
|
|
Normalized FFO (3) |
|
64.0
|
|
|
Change in fair value of contingent consideration asset (4) |
|
1.0
|
|
|
FFO (3) (5) |
|
$
|
65.0
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$
|
1.41
|
|
|
FFO per share - fully diluted
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO (3) |
|
$
|
64.0
|
|
|
Non-revenue producing improvements to real estate
|
|
(4.1
|
)
|
|
Funds available for distribution (FAD) (3) |
|
$
|
59.9
|
|
|
|
|
|
|
FAD per share - fully diluted
|
|
$
|
1.32
|
|
|
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
45.5
|
|
|
|
|
|
|
|
1.
|
|
See page 8 for details of the 2013 Core Income from Property
Operations.
|
|
2.
|
|
See page 9 for details of the Income from Property Operations for
the properties acquired during 2012 (the “2012 Acquisitions”).
|
|
3.
|
|
See page 6 for a reconciliation of Net income available for Common
Shares to FFO, Normalized FFO and FAD. See definition of FFO,
Normalized FFO and FAD on page 21.
|
|
4.
|
|
Represents the increase in fair value of the net asset described in
the following sentences. We own both a fee interest and a ground
leasehold interest in a 2,200 site property. The ground lease
provides a purchase option to the lessee and a put option to the
lessor. Either option may be exercised upon the death of the fee
holder. We are the beneficiary of an escrow funded by the seller
consisting of approximately 114,000 shares of our common stock. The
escrow was established to protect us from future scheduled ground
lease payment increases as well as scheduled increases in the option
purchase price over time. The current fair value estimate of the
escrow is $7.7 million. We will revalue the asset based on the
market value of our common stock as of each reporting date and will
recognize in earnings any increase or decrease in fair value of the
escrow.
|
|
5.
|
|
First quarter 2013 FFO adjusted to include a deduction for
depreciation expense on rental homes would have been $63.2 million,
or $1.39 per fully diluted share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Income Statement
|
|
|
|
(In thousands, except per share data, unaudited)
|
|
|
|
|
|
Quarters Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
2012
|
|
Revenues:
|
|
|
|
|
|
Community base rental income
|
|
$
|
105,813
|
|
|
$
|
102,954
|
|
|
Rental home income
|
|
4,165
|
|
|
3,043
|
|
|
Resort base rental income
|
|
40,739
|
|
|
37,579
|
|
|
Right-to-use annual payments
|
|
11,523
|
|
|
11,751
|
|
|
Right-to-use contracts current period, gross
|
|
2,831
|
|
|
2,244
|
|
|
Right-to-use contracts, deferred, net of prior period amortization
|
|
(1,040
|
)
|
|
(607
|
)
|
|
Utility and other income
|
|
17,165
|
|
|
16,403
|
|
|
Gross revenues from home sales
|
|
2,839
|
|
|
2,060
|
|
|
Brokered resale revenue and ancillary services revenues, net
|
|
1,796
|
|
|
1,746
|
|
|
Interest income
|
|
2,277
|
|
|
2,630
|
|
|
Income from other investments, net (1) |
|
2,480
|
|
|
1,488
|
|
|
Total revenues
|
|
190,588
|
|
|
181,291
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
Property operating and maintenance
|
|
56,674
|
|
|
54,442
|
|
|
Rental home operating and maintenance
|
|
2,187
|
|
|
1,605
|
|
|
Real estate taxes
|
|
12,917
|
|
|
12,522
|
|
|
Sales and marketing, gross
|
|
2,361
|
|
|
1,643
|
|
|
Sales and marketing, deferred commissions, net
|
|
(463
|
)
|
|
(242
|
)
|
|
Property management
|
|
10,249
|
|
|
9,751
|
|
|
Depreciation on real estate assets and rental homes
|
|
26,783
|
|
|
26,099
|
|
|
Amortization of in-place leases
|
|
159
|
|
|
18,365
|
|
|
Cost of home sales
|
|
2,960
|
|
|
2,216
|
|
|
Home selling expenses
|
|
527
|
|
|
333
|
|
|
General and administrative
|
|
6,816
|
|
|
6,232
|
|
|
Rent control initiatives and other
|
|
232
|
|
|
479
|
|
|
Interest and related amortization
|
|
30,252
|
|
|
30,956
|
|
|
Total expenses
|
|
151,654
|
|
|
164,401
|
|
|
Income before equity in income of unconsolidated joint ventures and
gain on sale of property
|
|
38,934
|
|
|
16,890
|
|
|
Equity in income of unconsolidated joint ventures
|
|
576
|
|
|
763
|
|
|
Gain on sale of property, net of tax (2) |
|
958
|
|
|
—
|
|
|
Consolidated net income
|
|
40,468
|
|
|
17,653
|
|
|
|
|
|
|
|
|
Income allocated to non-controlling interest-Common OP Units
|
|
(3,133
|
)
|
|
(1,191
|
)
|
|
Series A Redeemable Perpetual Preferred Stock Dividends
|
|
—
|
|
|
(4,031
|
)
|
|
Series C Redeemable Perpetual Preferred Stock Dividends
|
|
(2,311
|
)
|
|
—
|
|
|
Net income available for Common Shares
|
|
$
|
35,024
|
|
|
$
|
12,431
|
|
|
|
|
|
|
|
|
Net income per Common Share - Basic
|
|
$
|
0.84
|
|
|
$
|
0.30
|
|
|
Net income per Common Share - Fully Diluted
|
|
$
|
0.84
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
Average Common Shares - Basic
|
|
41,513
|
|
|
41,088
|
|
|
Average Common Shares and OP Units - Basic
|
|
45,242
|
|
|
45,069
|
|
|
Average Common Shares and OP Units - Fully Diluted
|
|
45,530
|
|
|
45,369
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
For the quarter ended March 31, 2013, includes approximately $1.0
million resulting from the increase in the fair value of a net
asset. See footnote 4 on page 4 for a detailed explanation.
|
|
2.
|
|
For the quarter ended March 31, 2013, a $1.0 million gain was
recognized as a result of new tax legislation that was passed that
eliminated a previously accrued built-in-gain tax liability related
to the disposition of our Cascade property.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income to FFO,
Normalized FFO and FAD
|
|
|
|
|
|
(In thousands, except per share data, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
2012
|
|
Net income available for Common Shares
|
|
$
|
35,024
|
|
|
$
|
12,431
|
|
|
Income allocated to common OP Units
|
|
3,133
|
|
|
1,191
|
|
|
Right-to-use contract upfront payments, deferred, net (1) |
|
1,040
|
|
|
607
|
|
|
Right-to-use contract commissions, deferred, net (2) |
|
(463
|
)
|
|
(242
|
)
|
|
Depreciation on real estate assets
|
|
25,038
|
|
|
24,698
|
|
|
Depreciation on rental homes
|
|
1,745
|
|
|
1,401
|
|
|
Amortization of in-place leases
|
|
159
|
|
|
18,365
|
|
|
Depreciation on unconsolidated joint ventures
|
|
273
|
|
|
295
|
|
|
Gain on sale of property, net of tax
|
|
(958
|
)
|
|
—
|
|
|
FFO (3) (4) |
|
$
|
64,991
|
|
|
$
|
58,746
|
|
|
Change in fair value of contingent consideration asset (5) |
|
(1,018
|
)
|
|
—
|
|
|
Normalized FFO (3) |
|
63,973
|
|
|
58,746
|
|
|
Non-revenue producing improvements to real estate
|
|
(4,080
|
)
|
|
(4,818
|
)
|
|
FAD (3) |
|
$
|
59,893
|
|
|
$
|
53,928
|
|
|
|
|
|
|
|
|
FFO per Common Share - Basic
|
|
$
|
1.44
|
|
|
$
|
1.30
|
|
|
FFO per Common Share - Fully Diluted
|
|
$
|
1.43
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
Normalized FFO per Common Share - Basic
|
|
$
|
1.41
|
|
|
$
|
1.30
|
|
|
Normalized FFO per Common Share - Fully Diluted
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
FAD per Common Share - Basic
|
|
$
|
1.32
|
|
|
$
|
1.20
|
|
|
FAD per Common Share - Fully Diluted
|
|
$
|
1.32
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
We are required by GAAP to defer, over the estimated customer life,
recognition of non-refundable upfront payments from the entry of
right-to-use contracts and upgrade sales. The customer life is
currently estimated to range from one to 31 years and is based upon
our experience operating the membership platform since 2008 as well
as historical attrition rates provided to us by Privileged Access.
The amount shown represents the deferral of a substantial portion of
current period upgrade sales, offset by amortization of prior period
sales.
|
|
2.
|
|
We are required by GAAP to defer recognition of commissions paid
related to the entry of right-to-use contracts. The deferred
commissions will be amortized using the same method as used for the
related non-refundable upfront payments from the entry of
right-to-use contracts and upgrade sales. The amount shown
represents the deferral of a substantial portion of current period
commissions on those contracts, offset by the amortization of prior
period commissions.
|
|
3.
|
|
See definition of FFO, Normalized FFO and FAD on page 21.
|
|
4.
|
|
FFO adjusted to include a deduction for depreciation expense on
rental homes for the quarters ended March 31, 2012 and 2013 would
have been $63.2 million, or $1.39 per fully diluted share, and $57.3
million, or $1.26 per fully diluted share, respectively.
|
|
5.
|
|
See footnote 4 on page 4 for a detailed explanation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Income from Property
Operations (1)
|
|
|
|
|
|
(In millions, except home site and occupancy figures, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
2012
|
|
Community base rental income (2) |
|
$
|
105.8
|
|
|
$
|
103.0
|
|
|
Rental home income
|
|
4.2
|
|
|
3.0
|
|
|
Resort base rental income (3) |
|
40.7
|
|
|
37.6
|
|
|
Right-to-use annual payments
|
|
11.5
|
|
|
11.8
|
|
|
Right-to-use contracts current period, gross
|
|
2.8
|
|
|
2.2
|
|
|
Utility and other income
|
|
17.2
|
|
|
16.4
|
|
|
Property operating revenues
|
|
182.2
|
|
|
174.0
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
69.5
|
|
|
67.0
|
|
|
Rental home operating and maintenance
|
|
2.2
|
|
|
1.6
|
|
|
Sales and marketing, gross
|
|
2.4
|
|
|
1.6
|
|
|
Property operating expenses
|
|
74.1
|
|
|
70.2
|
|
|
Income from property operations
|
|
$
|
108.1
|
|
|
$
|
103.8
|
|
|
|
|
|
|
|
|
Manufactured home site figures and occupancy averages:
|
|
|
|
|
|
Total sites
|
|
74,113
|
|
|
74,078
|
|
|
Occupied sites
|
|
66,509
|
|
|
66,022
|
|
|
Occupancy %
|
|
89.7
|
%
|
|
89.1
|
%
|
|
Monthly base rent per site
|
|
$
|
530
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
Core total sites
|
|
73,985
|
|
|
73,950
|
|
|
Core occupied sites
|
|
66,509
|
|
|
66,015
|
|
|
Core occupancy %
|
|
89.9
|
%
|
|
89.3
|
%
|
|
Core monthly base rent per site
|
|
$
|
530
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
Annual
|
|
$
|
23.0
|
|
|
$
|
21.3
|
|
|
Seasonal
|
|
11.8
|
|
|
11.6
|
|
|
Transient
|
|
5.9
|
|
|
4.7
|
|
|
Total resort base rental income
|
|
$
|
40.7
|
|
|
$
|
37.6
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
See page 5 for a complete Income Statement. The line items that we
include in property operating revenues and property operating
expenses are also individually included in our Consolidated Income
Statement. Income from property operations excludes property
management expenses and the GAAP deferral of right-to-use contract
upfront payments and related commissions, net.
|
|
2.
|
|
See the manufactured home site figures and occupancy averages table
below within this table.
|
|
3.
|
|
See resort base rental income table included below within this table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Core Income from Property Operations (1)
|
|
|
|
|
|
|
|
(In millions, except home site and occupancy figures, unaudited)
|
|
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
|
|
March 31,
|
|
%
|
|
|
|
2013
|
|
2012
|
|
Change (2) |
|
Community base rental income (3) |
|
$
|
105.8
|
|
|
$
|
102.9
|
|
|
2.8
|
%
|
|
Rental home income
|
|
4.2
|
|
|
3.0
|
|
|
36.8
|
%
|
|
Resort base rental income (4) |
|
38.5
|
|
|
37.6
|
|
|
2.5
|
%
|
|
Right-to-use annual payments
|
|
11.5
|
|
|
11.8
|
|
|
(1.9
|
)%
|
|
Right-to-use contracts current period, gross
|
|
2.8
|
|
|
2.2
|
|
|
26.2
|
%
|
|
Utility and other income
|
|
17.0
|
|
|
16.4
|
|
|
3.5
|
%
|
|
Property operating revenues
|
|
179.8
|
|
|
173.9
|
|
|
3.4% (5) |
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
68.4
|
|
|
66.9
|
|
|
2.2
|
%
|
|
Rental home operating and maintenance
|
|
2.2
|
|
|
1.6
|
|
|
35.5
|
%
|
|
Sales and marketing, gross
|
|
2.4
|
|
|
1.6
|
|
|
43.7
|
%
|
|
Property operating expenses
|
|
73.0
|
|
|
70.1
|
|
|
4.0% (5) |
|
Income from property operations
|
|
$
|
106.8
|
|
|
$
|
103.8
|
|
|
2.9% (5) |
|
Occupied sites (6) |
|
66,622
|
|
|
66,104
|
|
|
|
|
|
|
|
|
|
|
|
|
Core manufactured home site figures and occupancy averages:
|
|
|
Total sites
|
|
73,985
|
|
|
73,950
|
|
|
|
|
Occupied sites
|
|
66,509
|
|
|
66,015
|
|
|
|
|
Occupancy %
|
|
89.9
|
%
|
|
89.3
|
%
|
|
|
|
Monthly base rent per site
|
|
$
|
530
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
Annual
|
|
$
|
22.0
|
|
|
$
|
21.3
|
|
|
3.4
|
%
|
|
Seasonal
|
|
11.3
|
|
|
11.6
|
|
|
(2.6
|
)%
|
|
Transient
|
|
5.2
|
|
|
4.7
|
|
|
10.5
|
%
|
|
Total resort base rental income
|
|
$
|
38.5
|
|
|
$
|
37.6
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
2013 Core properties include properties we owned and operated during
all of 2012 and 2013. Income from property operations excludes
property management expenses and the GAAP deferral of right-to-use
contract upfront payments and related commissions, net.
|
|
2.
|
|
Calculations prepared using unrounded numbers.
|
|
3.
|
|
See the Core manufactured home site figures and occupancy averages
included below within this table.
|
|
4.
|
|
See resort base rental income table included below within this table.
|
|
5.
|
|
Growth rate excluding right-to-use contract sales and sales and
marketing expenses is 3.1%, 3.0%, and 3.1% for property operating
revenues, property operating expenses, and income from property
operations, respectively, for the quarter ended March 31, 2013.
|
|
6.
|
|
Occupied sites as of the end of the period shown. Occupied sites
have increased by 141 from 66,481 at December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 Acquisitions - Income from Property
Operations (1)
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
Resort base rental income
|
|
$
|
2.2
|
|
Utility income and other property income
|
|
0.2
|
|
Property operating revenues
|
|
2.4
|
|
|
|
|
|
Property operating expenses
|
|
1.1
|
|
Income from property operations
|
|
$
|
1.3
|
|
|
|
|
|
|
1.
|
|
Represents actual performance of two properties we acquired during
2012. Excludes property management expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Rental Home Operations
|
|
|
|
(In millions, except occupied rentals, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
2012
|
|
Manufactured homes:
|
|
|
|
|
|
New home
|
|
$
|
5.5
|
|
|
$
|
4.0
|
|
|
Used home
|
|
9.3
|
|
|
7.2
|
|
|
Rental operations revenues (1) |
|
14.8
|
|
|
11.2
|
|
|
Rental operations expense
|
|
(2.2
|
)
|
|
(1.6
|
)
|
|
Income from rental operations, before depreciation
|
|
12.6
|
|
|
9.6
|
|
|
Depreciation on rental homes
|
|
(1.7
|
)
|
|
(1.4
|
)
|
|
Income from rental operations, after depreciation
|
|
$
|
10.9
|
|
|
$
|
8.2
|
|
|
|
|
|
|
|
|
Occupied rentals: (2) |
|
|
|
|
|
New
|
|
2,000
|
|
|
1,473
|
|
|
Used
|
|
4,141
|
|
|
3,278
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
March 31, 2013
|
|
March 31, 2012
|
|
Cost basis in rental homes: (3) |
|
Gross
|
|
Net of
Depreciation
|
|
Gross
|
|
Net of
Depreciation
|
|
New
|
|
$
|
112.3
|
|
|
$
|
101.8
|
|
|
$
|
87.9
|
|
|
$
|
80.6
|
|
Used
|
|
77.4
|
|
|
69.4
|
|
|
63.2
|
|
|
58.4
|
|
Total rental homes
|
|
$
|
189.7
|
|
|
$
|
171.2
|
|
|
$
|
151.1
|
|
|
$
|
139.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
For the quarters ended March 31, 2013 and 2012, approximately $10.6
million and $8.2 million, respectively, are included in the
Community base rental income line in the Consolidated Income from
Property Operations table on page 7. The remainder of the rental
operations revenue is included in the Rental home income line in the
Consolidated Income from Property Operations table on page 7.
|
|
2.
|
|
Occupied rentals as of the end of the period shown.
|
|
3.
|
|
Includes both occupied and unoccupied rental homes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sites and Home Sales
|
|
|
|
|
|
(In thousands, except sites and home sale volumes, unaudited)
|
|
|
|
|
|
Summary of Total Sites as of March 31, 2013
|
|
|
|
|
|
|
|
Sites
|
|
Community sites
|
|
|
|
74,100
|
|
Resort sites:
|
|
|
|
|
|
Annuals
|
|
|
|
22,800
|
|
Seasonal
|
|
|
|
9,000
|
|
Transient
|
|
|
|
9,600
|
|
Membership (1) |
|
|
|
24,100
|
|
Joint Ventures (2) |
|
|
|
3,100
|
|
Total
|
|
|
|
142,700
|
|
|
|
|
|
|
|
Home Sales - Select Data
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
March 31,
|
|
|
|
2013
|
|
2012
|
|
New Home Sales Volume
|
|
10
|
|
|
13
|
|
New Home Sales Gross Revenues
|
|
$
|
481
|
|
|
$
|
704
|
|
|
|
|
|
|
|
Used Home Sales Volume
|
|
366
|
|
|
314
|
|
Used Home Sales Gross Revenues
|
|
$
|
2,358
|
|
|
$
|
1,356
|
|
|
|
|
|
|
|
Brokered Home Resales Volume
|
|
221
|
|
|
263
|
|
Brokered Home Resale Revenues, net
|
|
$
|
318
|
|
|
$
|
329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Sites primarily utilized by approximately 95,000 members. Includes
approximately 4,400 sites rented on an annual basis.
|
|
2.
|
|
Joint venture income is included in the Equity in income from
unconsolidated joint ventures line in the Consolidated Income
Statement on page 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Guidance - Selected Financial Data (1)
|
|
|
|
Our guidance acknowledges the existence of volatile economic
conditions, which may impact our current guidance assumptions.
Factors impacting 2013 guidance include, but are not limited to
the following: (i) the mix of site usage within the portfolio;
(ii) yield management on our short-term resort sites; (iii)
scheduled or implemented rate increases on community and resort
sites; (iv) scheduled or implemented rate increases in annual
payments under right-to-use contracts; (v) occupancy changes; (vi)
our ability to retain and attract customers renewing or entering
right-to-use contracts; (vii) performance of the chattel loans
purchased by us in connection with a prior acquisition; (viii) our
ability to integrate and operate recent acquisitions in accordance
with our estimates; and (ix) ongoing legal matters and related
fees.
|
|
|
|
(In millions, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31, 2013
|
|
Income from property operations - 2013 Core (2) |
|
$
|
406.2
|
|
|
Income from property operations - 2012 Acquisitions (3) |
|
2.5
|
|
|
Property management and general and administrative
|
|
(66.9
|
)
|
|
Other income and expenses (4) |
|
17.4
|
|
|
Financing costs and other
|
|
(129.7
|
)
|
|
Normalized FFO (5) |
|
229.5
|
|
|
Change in fair value of contingent consideration asset (6) |
|
1.0
|
|
|
FFO (5) |
|
230.5
|
|
|
Depreciation on real estate and other
|
|
(101.5
|
)
|
|
Depreciation on rental homes
|
|
(7.3
|
)
|
|
Deferral of right-to-use contract sales revenue and commission, net
|
|
(2.7
|
)
|
|
Income allocated to OP units
|
|
(9.9
|
)
|
|
Gain on sale of property
|
|
1.0
|
|
|
Net income available to common shares
|
|
$
|
110.1
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$4.94 - $5.14
|
|
FFO per share - fully diluted
|
|
$4.96 - $5.16
|
|
Net income per common share - fully diluted (7) |
|
$2.54 - $2.74
|
|
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
45.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Each line item represents the mid-point of a range of possible
outcomes and reflects management’s estimate of the most likely
outcome. Actual Normalized FFO, Normalized FFO per share, FFO, FFO
per share, Net Income and Net Income per share could vary materially
from amounts presented above if any of our assumptions is incorrect.
|
|
2.
|
|
See page 14 for 2013 Core Guidance Assumptions. Amount represents
2012 income from property operations from the 2013 Core Properties
of $395.4 million multiplied by an estimated growth rate of 2.7%.
|
|
3.
|
|
See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
|
|
4.
|
|
See page 16 for 2011 Acquired Chattel Loan Assumptions.
|
|
5.
|
|
See page 21 for definitions of Normalized FFO and FFO.
|
|
6.
|
|
See footnote 4 on page 4 for a detailed explanation.
|
|
7.
|
|
Net income per fully diluted common share is calculated before
Income allocated to OP Units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter 2013 Guidance - Selected
Financial Data (1)
|
|
|
|
Our guidance acknowledges the existence of volatile economic
conditions, which may impact our current guidance assumptions.
Factors impacting 2013 guidance include, but are not limited to
the following: (i) the mix of site usage within the portfolio;
(ii) yield management on our short-term resort sites; (iii)
scheduled or implemented rate increases on community and resort
sites; (iv) scheduled or implemented rate increases in annual
payments under right-to-use contracts; (v) occupancy changes; (vi)
our ability to retain and attract customers renewing or entering
right-to-use contracts; (vii) performance of the chattel loans
purchased by us in connection with a prior acquisition; (viii) our
ability to integrate and operate recent acquisitions in accordance
with our estimates; and (ix) ongoing legal matters and related
fees.
|
|
|
|
(In millions, except per share data, unaudited)
|
|
|
|
|
|
Quarter Ended
|
|
|
|
June 30, 2013
|
|
Income from property operations - 2013 Core (2) |
|
$
|
96.9
|
|
|
Income from property operations - 2012 Acquisitions (3) |
|
0.4
|
|
|
Property management and general and administrative
|
|
(17.0
|
)
|
|
Other income and expenses
|
|
4.1
|
|
|
Financing costs and other
|
|
(32.7
|
)
|
|
Normalized FFO (4) |
|
51.7
|
|
|
Change in fair value of contingent consideration asset (5) |
|
—
|
|
|
FFO (4) |
|
51.7
|
|
|
Depreciation on real estate and other
|
|
(25.4
|
)
|
|
Depreciation on rental homes
|
|
(1.8
|
)
|
|
Deferral of right-to-use contract sales revenue and commission, net
|
|
(0.7
|
)
|
|
Income allocated to OP units
|
|
(2.0
|
)
|
|
Net income available to common shares
|
|
$
|
21.8
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$1.09 - $1.19
|
|
FFO per share - fully diluted
|
|
$1.09 - $1.19
|
|
Net income per common share - fully diluted (6) |
|
$0.47 - $0.57
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
45.5
|
|
|
|
|
|
|
|
1.
|
|
Each line item represents the mid-point of a range of possible
outcomes and reflects management’s best estimate of the most likely
outcome. Actual Normalized FFO, Normalized FFO per share, FFO, FFO
per share, Net Income and Net Income per share could vary materially
from amounts presented above if any of our assumptions is incorrect.
|
|
2.
|
|
See page 14 for Core Guidance Assumptions. Amount represents Core
Income from property operations for the 2013 Core Properties in 2012
for the quarter ended June 30, 2012 of $95.3 million multiplied by
an estimated growth rate of 1.7%.
|
|
3.
|
|
See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
|
|
4.
|
|
See page 21 for definitions of Normalized FFO and FFO.
|
|
5.
|
|
See footnote 4 on page 4 for a detailed explanation.
|
|
6.
|
|
Net income per fully diluted common share is calculated before
Income allocated to OP Units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Core (1)
|
|
Guidance Assumptions - Income from
Property Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
2013
|
|
Quarter Ended
|
|
Second Quarter 2013
|
|
|
|
December 31,
2012
|
|
Growth
Factors (2)
|
|
June 30,
2012
|
|
Growth
Factors (2)
|
|
Community base rental income
|
|
$
|
414.2
|
|
|
2.8
|
%
|
|
$
|
103.2
|
|
|
3.0
|
%
|
|
Rental home income
|
|
14.1
|
|
|
30.3
|
%
|
|
3.4
|
|
|
32.5
|
%
|
|
Resort base rental income (3) |
|
134.3
|
|
|
2.9
|
%
|
|
30.4
|
|
|
2.5
|
%
|
|
Right-to-use annual payments
|
|
47.7
|
|
|
(0.4
|
)%
|
|
12.2
|
|
|
(2.2
|
)%
|
|
Right-to-use contracts current period, gross
|
|
13.4
|
|
|
3.6
|
%
|
|
2.9
|
|
|
25.4
|
%
|
|
Utility and other income
|
|
64.3
|
|
|
0.4
|
%
|
|
17.6
|
|
|
(7.9
|
)%
|
|
Property operating revenues
|
|
688.0
|
|
|
3.0
|
%
|
|
169.7
|
|
|
2.4
|
% (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(274.4
|
)
|
|
2.5
|
%
|
|
(70.3
|
)
|
|
1.8
|
%
|
|
Rental home operating and maintenance
|
|
(7.4
|
)
|
|
19.5
|
%
|
|
(1.5
|
)
|
|
37.7
|
%
|
|
Sales and marketing, gross
|
|
(10.8
|
)
|
|
11.5
|
%
|
|
(2.6
|
)
|
|
21.2
|
%
|
|
Property operating expenses
|
|
(292.6
|
)
|
|
3.3
|
%
|
|
(74.4
|
)
|
|
3.2
|
% (4)
|
|
Income from property operations
|
|
$
|
395.4
|
|
|
2.7
|
%
|
|
$
|
95.3
|
|
|
1.7
|
% (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
87.2
|
|
|
3.8
|
%
|
|
$
|
21.5
|
|
|
4.2
|
%
|
|
Seasonal
|
|
21.1
|
|
|
(1.3
|
)%
|
|
2.7
|
|
|
—
|
%
|
|
Transient
|
|
26.0
|
|
|
3.1
|
%
|
|
6.2
|
|
|
(2.2
|
)%
|
|
Total resort base rental income
|
|
$
|
134.3
|
|
|
2.9
|
%
|
|
$
|
30.4
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
2013 Core properties include properties we expect to own and operate
during all of 2012 and 2013. Excludes property management expenses
and the GAAP deferral of right to use contract upfront payments and
related commissions, net.
|
|
2.
|
|
Management’s estimate of the growth of property operations in the
2013 Core Properties compared to actual 2012 performance. Represents
our estimate of the mid-point of a range of possible outcomes.
Calculations prepared using unrounded numbers. Actual growth could
vary materially from amounts presented above if any of our
assumptions is incorrect.
|
|
3.
|
|
See Resort base rental income table included below within this table.
|
|
4.
|
|
Growth rate excluding right-to-use contract sales and sales and
marketing expenses is 3.0%, 3.0%, and 2.9% for property operating
revenues, property operating expenses, and income from property
operations, respectively, for the year ended December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Assumptions Regarding 2012
Acquisitions (1)
|
|
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Quarter Ended
|
|
|
|
December 31, 2013
|
|
June 30, 2013
|
|
Resort base rental income
|
|
$
|
5.9
|
|
|
$
|
1.2
|
|
|
Utility income and other property income
|
|
0.5
|
|
|
0.1
|
|
|
Property operating revenues
|
|
6.4
|
|
|
1.3
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(3.9
|
)
|
|
(0.9
|
)
|
|
Property operating expenses
|
|
(3.9
|
)
|
|
(0.9
|
)
|
|
Income from property operations
|
|
$
|
2.5
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Each line item represents our estimate of the mid-point of a
possible range of outcomes and reflects management's best estimate
of the most likely outcome for the Acquisition Properties. Actual
income from property operations for the Acquisition Properties could
vary materially from amounts presented above if any of our
assumptions is incorrect.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 Acquired Chattel Loan Assumptions
|
|
|
|
For the year ending December 31, 2013, other income and expenses
guidance includes estimated interest income of approximately $4.6
million from notes receivable acquired from the seller and secured
by manufactured homes in connection with the purchase of 75
acquisition properties during 2011. As of March 31, 2013, our
carrying value of the notes receivable was approximately $23.8
million. Our initial carrying value was based on a third party
valuation utilizing 2011 market transactions and is adjusted based
on actual performance in the loan pool. Factors used in
determining the initial carrying value included delinquency
status, market interest rates and recovery assumptions. The
following tables provide a summary of the notes receivable and
certain assumptions about future performance, including interest
income guidance for 2013. An increase in the estimate of expected
cash flows would generally result in additional interest income to
be recognized over the remaining life of the underlying pool of
loans. A decrease in the estimate of expected cash flows could
result in an impairment loss to the carrying value of the loans.
There can be no assurance that the notes receivable will perform
in accordance with these assumptions.
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
Contractual cash flows to maturity beginning January 1,
|
|
|
|
$
|
134.1
|
|
|
Expected cash flows to maturity beginning January 1,
|
|
|
|
50.4
|
|
|
Expected interest income to maturity beginning January 1,
|
|
|
|
26.8
|
|
|
|
|
|
|
|
|
|
|
Actual through
|
|
2013 Guidance
|
|
|
|
March 31, 2013
|
|
Assumptions
|
|
Default rate
|
|
13
|
%
|
|
24
|
%
|
|
Recoveries as percentage of defaults
|
|
25
|
%
|
|
25
|
%
|
|
Yield
|
|
21
|
%
|
|
21
|
%
|
|
|
|
|
|
|
|
Average carrying amount of loans
|
|
$
|
24.5
|
|
|
$
|
22.0
|
|
|
Contractual principal pay downs
|
|
1.2
|
|
|
3.6
|
|
|
Contractual interest income
|
|
1.3
|
|
|
5.4
|
|
|
Expected cash flows applied to principal
|
|
1.2
|
|
|
2.2
|
|
|
Expected cash flows applied to interest income
|
|
1.3
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
|
|
|
(In thousands, except share and per share data)
|
|
|
|
|
|
March 31,
2013
|
|
December 31,
2012
|
|
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
|
|
Investment in real estate:
|
|
|
|
|
|
Land
|
|
$
|
1,019,581
|
|
|
$
|
1,019,581
|
|
|
Land improvements
|
|
2,626,613
|
|
|
2,624,218
|
|
|
Buildings and other depreciable property
|
|
540,485
|
|
|
527,718
|
|
|
|
|
4,186,679
|
|
|
4,171,517
|
|
|
Accumulated depreciation
|
|
(990,671
|
)
|
|
(963,657
|
)
|
|
Net investment in real estate
|
|
3,196,008
|
|
|
3,207,860
|
|
|
Cash
|
|
81,821
|
|
|
37,140
|
|
|
Notes receivable, net
|
|
50,263
|
|
|
53,172
|
|
|
Investment in joint ventures
|
|
8,454
|
|
|
8,420
|
|
|
Rent and other customer receivables, net
|
|
1,008
|
|
|
1,206
|
|
|
Deferred financing costs, net
|
|
19,386
|
|
|
20,696
|
|
|
Retail inventory
|
|
1,632
|
|
|
1,569
|
|
|
Deferred commission expense
|
|
23,305
|
|
|
22,842
|
|
|
Escrow deposits, goodwill, and other assets, net
|
|
44,689
|
|
|
45,321
|
|
|
Total Assets
|
|
$
|
3,426,566
|
|
|
$
|
3,398,226
|
|
|
Liabilities and Equity
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Mortgage notes payable
|
|
$
|
2,051,435
|
|
|
$
|
2,069,866
|
|
|
Term loan
|
|
200,000
|
|
|
200,000
|
|
|
Unsecured lines of credit
|
|
—
|
|
|
—
|
|
|
Accrued payroll and other operating expenses
|
|
63,811
|
|
|
63,736
|
|
|
Deferred revenue – upfront payments from right-to-use contracts
|
|
64,019
|
|
|
62,979
|
|
|
Deferred revenue – right-to-use annual payments
|
|
16,010
|
|
|
11,088
|
|
|
Accrued interest payable
|
|
10,520
|
|
|
10,548
|
|
|
Rents and other customer payments received in advance and security
deposits
|
|
56,633
|
|
|
55,707
|
|
|
Distributions payable
|
|
22,664
|
|
|
—
|
|
|
Total Liabilities
|
|
2,485,092
|
|
|
2,473,924
|
|
|
Equity:
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
Preferred stock, $0.01 par value 9,945,539 shares authorized as of
March 31, 2013 and December 31, 2012; none issued and outstanding as
of March 31, 2013 and December 31, 2012
|
|
—
|
|
|
—
|
|
|
6.75% Series C Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value, 54,461 shares authorized and 54,458 issued and
outstanding as of March 31, 2013 and December 31, 2012 at
liquidation value
|
|
136,144
|
|
|
136,144
|
|
|
Common stock, $0.01 par value 100,000,000 shares authorized;
41,674,652 and 41,596,655 shares issued and outstanding as of March
31, 2013 and December 31, 2012, respectively
|
|
416
|
|
|
416
|
|
|
Paid-in capital
|
|
1,014,204
|
|
|
1,012,930
|
|
|
Distributions in excess of accumulated earnings
|
|
(273,465
|
)
|
|
(287,652
|
)
|
|
Accumulated other comprehensive loss
|
|
(2,148
|
)
|
|
(2,590
|
)
|
|
Total Stockholders’ Equity
|
|
875,151
|
|
|
859,248
|
|
|
Non-controlling interests – Common OP Units
|
|
66,323
|
|
|
65,054
|
|
|
Total Equity
|
|
941,474
|
|
|
924,302
|
|
|
Total Liabilities and Equity
|
|
$
|
3,426,566
|
|
|
$
|
3,398,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-To-Use Memberships - Select Data
|
|
|
|
|
|
(In thousands, except member count, number of Zone Park Passes,
number of annuals and number of upgrades, unaudited)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013 (1) |
|
Member Count (2) |
|
105,850
|
|
|
102,726
|
|
|
99,567
|
|
|
96,687
|
|
|
95,000
|
|
Right-to-use annual payments (3) |
|
$
|
50,765
|
|
|
$
|
49,831
|
|
|
$
|
49,122
|
|
|
$
|
47,662
|
|
|
$
|
47,500
|
|
Number of Zone Park Passes (ZPPs) (4) |
|
—
|
|
|
4,487
|
|
|
7,404
|
|
|
10,198
|
|
|
15,000
|
|
Number of annuals (5) |
|
2,484
|
|
|
3,062
|
|
|
3,555
|
|
|
4,280
|
|
|
4,800
|
|
Resort base rental income from annuals
|
|
$
|
5,950
|
|
|
$
|
6,712
|
|
|
$
|
8,069
|
|
|
$
|
9,585
|
|
|
$
|
11,100
|
|
Number of upgrades (6) |
|
3,379
|
|
|
3,659
|
|
|
3,930
|
|
|
3,069
|
|
|
3,150
|
|
Upgrade contract initiations (7) |
|
$
|
15,372
|
|
|
$
|
17,430
|
|
|
$
|
17,663
|
|
|
$
|
13,431
|
|
|
$
|
13,900
|
|
Resort base rental income from seasonals/transients
|
|
$
|
10,121
|
|
|
$
|
10,967
|
|
|
$
|
10,852
|
|
|
$
|
11,042
|
|
|
$
|
11,800
|
|
Utility and other income
|
|
$
|
1,883
|
|
|
$
|
2,059
|
|
|
$
|
2,444
|
|
|
$
|
2,407
|
|
|
$
|
2,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Guidance estimate. Each line item represents our estimate of the
mid-point of a possible range of outcomes and reflects management’s
best estimate of the most likely outcome. Actual figures could vary
materially from amounts presented above if any of our assumptions is
incorrect.
|
|
2.
|
|
Members have entered into right-to-use contracts with us that
entitle them to use certain properties on a continuous basis for up
to 21 days.
|
|
3.
|
|
The year ended December 31, 2012 and the year ending December 31,
2013, include $0.1 million and $1.6 million, respectively, of
revenue recognized related to our right-to-use annual memberships
activated through our dealer program. No cash is received from the
members during the first year of membership for memberships
activated through the dealer program. Revenue earned is offset by
non-cash membership sales and marketing expenses related to
advertising provided by RV dealers.
|
|
4.
|
|
ZPPs allow access to up to five zones of the United States and
require annual payments.
|
|
5.
|
|
Members who rent a specific site for an entire year in connection
with their right to use contract.
|
|
6.
|
|
Existing customers that have upgraded agreements are eligible for
longer stays, can make earlier reservations, may receive discounts
on rental units, and may have access to additional Properties.
Upgrades require a non-refundable upfront payment.
|
|
7.
|
|
Revenues associated with contract upgrades, included in the line
item Right-to-use contracts current period, gross, on our
Consolidated Income Statement on page 5.
|
|
Debt Maturity Schedule & Summary
|
|
Secured Debt Maturity Schedule
|
|
|
|
(In thousands, unaudited)
|
|
|
|
|
|
Year
|
|
Amount
|
|
2013
|
|
$
|
65,718
|
|
2014
|
|
132,074
|
|
2015
|
|
589,564
|
|
2016
|
|
227,399
|
|
2017
|
|
90,950
|
|
2018
|
|
204,202
|
|
2019
|
|
213,832
|
|
2020
|
|
137,425
|
|
2021+
|
|
367,168
|
|
Total (1) |
|
$
|
2,028,332
|
|
|
|
|
|
|
|
|
|
|
|
Debt Summary as of March 31, 2013
|
|
|
|
(In millions, except weighted average interest and average
years to maturity, unaudited)
|
|
|
|
|
|
|
|
|
|
Total
|
|
Secured
|
|
Unsecured
|
|
|
Balance
|
|
Weighted Average Interest (2) |
|
Average Years to Maturity
|
|
Balance
|
|
Weighted Average Interest (2) |
|
Average Years to Maturity
|
|
Balance
|
|
Weighted Average Interest (2) |
|
Average Years to Maturity
|
|
Consolidated Debt
|
$2,251
|
|
5.3%
|
|
4.7
|
|
$2,051
|
|
5.5%
|
|
4.8
|
|
$200
|
|
3.1%
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Represents our mortgage notes payable excluding $23.1 million net
note premiums and our $200 million term loan as of March 31, 2013.
As of March 31, 2013, we had an unsecured line of credit with a
borrowing capacity of $380.0 million which accrued interest at a
rate of LIBOR plus 1.40% to 2.00% per annum and contained a 0.25% to
0.40% facility fee. The unsecured line of credit matures on
September 15, 2016 and has a one-year extension option.
|
|
2.
|
|
Includes loan costs amortization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Structure as of March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
% of Total
|
|
|
|
Secured debt
|
|
|
|
|
|
$
|
2,051
|
|
|
91.1
|
%
|
|
|
|
|
|
Unsecured debt
|
|
|
|
|
|
200
|
|
|
8.9
|
%
|
|
|
|
|
|
Total debt
|
|
|
|
|
|
$
|
2,251
|
|
|
100.0
|
%
|
|
38.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
41,674,652
|
|
|
91.8
|
%
|
|
|
|
|
|
|
|
|
|
OP Units
|
|
3,728,160
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
Total Common Shares and OP Units
|
|
45,402,812
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Common Share price
|
|
$
|
76.80
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of Common Shares
|
|
|
|
|
|
$
|
3,487
|
|
|
96.2
|
%
|
|
|
|
|
|
Perpetual Preferred Equity
|
|
|
|
|
|
136
|
|
|
3.8
|
%
|
|
|
|
|
|
Total Equity
|
|
|
|
|
|
$
|
3,623
|
|
|
100.0
|
%
|
|
61.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total market capitalization
|
|
|
|
|
|
$
|
5,874
|
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perpetual Preferred Equity as of March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Annual Dividend
|
|
Series
|
|
Callable Date
|
|
|
|
Outstanding Shares
|
|
Liquidation Value
|
|
Per Share
|
|
Value
|
|
6.75% Series C
|
|
9/7/2017
|
|
|
|
54,458
|
|
$136
|
|
$1.6875
|
|
$9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures
Funds from Operations (“FFO”) - is a non-GAAP financial measure.
We believe FFO, as defined by the Board of Governors of the National
Association of Real Estate Investment Trusts (“NAREIT”), is generally an
appropriate measure of performance for an equity REIT. While FFO is a
relevant and widely used measure of operating performance for equity
REITs, it does not represent cash flow from operations or net income as
defined by GAAP, and it should not be considered as an alternative to
these indicators in evaluating liquidity or operating performance.
We define FFO as net income, computed in accordance with GAAP, excluding
gains or actual or estimated losses from sales of properties, plus real
estate related depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures are calculated to reflect
FFO on the same basis. We receive up-front non-refundable payments from
the entry of right-to-use contracts. In accordance with GAAP, the
upfront non-refundable payments and related commissions are deferred and
amortized over the estimated customer life. Although the NAREIT
definition of FFO does not address the treatment of nonrefundable
right-to-use payments, we believe that it is appropriate to adjust for
the impact of the deferral activity in our calculation of FFO. We
believe that FFO is helpful to investors as one of several measures of
the performance of an equity REIT. We further believe that by excluding
the effect of depreciation, amortization and gains or actual or
estimated losses from sales of real estate, all of which are based on
historical costs and which may be of limited relevance in evaluating
current performance, FFO can facilitate comparisons of operating
performance between periods and among other equity REITs. We believe
that the adjustment to FFO for the net revenue deferral of upfront
non-refundable payments and expense deferral of right-to-use contract
commissions also facilitates the comparison to other equity REITs.
Normalized Funds from Operations (“Normalized FFO”) is a non-GAAP
measure. We define Normalized FFO as FFO excluding the following
non-operating income and expense items: a) the financial impact of
contingent consideration; b) gains and losses from early debt
extinguishment, including prepayment penalties; c) property acquisition
and other transaction costs related to mergers and acquisitions; and d)
other miscellaneous non-comparable items.
Funds available for distribution (“FAD”) is a non-GAAP financial
measure. We define FAD as Normalized FFO less non-revenue producing
capital expenditures.
Investors should review FFO, Normalized FFO and FAD, along with GAAP net
income and cash flow from operating activities, investing activities and
financing activities, when evaluating an equity REIT's operating
performance. We compute FFO in accordance with our interpretation of
standards established by NAREIT, which may not be comparable to FFO
reported by other REITs that do not define the term in accordance with
the current NAREIT definition or that interpret the current NAREIT
definition differently than we do. Normalized FFO presented herein is
not necessarily comparable to normalized FFO presented by other real
estate companies due to the fact that not all real estate companies use
the same methodology for computing this amount. FFO, Normalized FFO and
FAD do not represent cash generated from operating activities in
accordance with GAAP, nor do they represent cash available to pay
distributions and should not be considered as an alternative to net
income, determined in accordance with GAAP, as an indication of our
financial performance, or to cash flow from operating activities,
determined in accordance with GAAP, as a measure of our liquidity, nor
is it indicative of funds available to fund our cash needs, including
our ability to make cash distributions.
