Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as
“we,” “us,” and “our”) today announced results for the quarter and nine
months ended September 30, 2013. All per share results are reported on a
fully diluted basis unless otherwise noted.
Financial Results for the Quarter Ended September 30, 2013
Normalized Funds from Operations (“Normalized FFO”) increased $6.8
million, or $0.07 per common share, to $59.4 million, or $0.65 per
common share, compared to $52.6 million, or $0.58 per common share, for
the same period in 2012. Funds from Operations (“FFO”) decreased $32.8
million, or $0.36 per common share, to $20.4 million, or $0.22 per
common share, compared to $53.2 million, or $0.58 per common share, for
the same period in 2012. Net income available for common stockholders
increased $13.9 million, or $0.17 per common share, to $29.9 million, or
$0.36 per common share, compared to $16.0 million, or $0.19 per common
share, for the same period in 2012. Net income available for
stockholders was impacted by the $40.6 million gain on sale of the
Michigan properties, offset by the early debt retirement expenses of
$36.5 million.
Portfolio Performance
For the quarter ended September 30, 2013, property operating revenues,
excluding deferrals, increased $8.5 million to $178.9 million compared
to $170.4 million for the same period in 2012. For the nine months ended
September 30, 2013, property operating revenues, excluding deferrals,
increased $21.9 million to $524.3 million compared to $502.4 million for
the same period in 2012. For the quarter ended September 30, 2013,
income from property operations, excluding deferrals, increased $4.6
million to $99.8 million compared to $95.2 million for the same period
in 2012. For the nine months ended September 30, 2013, income from
property operations, excluding deferrals, increased $11.4 million to
$298.4 million compared to $287.0 million for the same period in 2012.
For the quarter ended September 30, 2013, Core property operating
revenues increased approximately 3.5 percent and income from Core
property operations increased approximately 3.3 percent compared to the
same period in 2012. For the nine months ended September 30, 2013, Core
property operating revenues increased approximately 3.1 percent and
income from Core property operations increased approximately 2.9 percent
compared to the same period in 2012.
Balance Sheet
We closed on $237.1 million of financing proceeds during the quarter as
part of our $430 million long-term refinancing plan. These loans have a
weighted average maturity of 20 years and bear a weighted average
interest rate of 4.28 percent per annum. In connection with the
refinancing, we defeased 27 mortgages during the quarter totaling $295.3
million with a weighted average interest rate of 5.66 percent per annum
which were set to mature in 2014 and 2015. In addition, we paid off
$60.7 million in mortgages with a weighted average interest rate of 6.02
percent per annum which were set to mature in 2013. We paid a $36.5
million premium for the early retirement of the mortgages.
Interest coverage, was approximately 3.2 times in the quarter. Our cash
balance as of September 30, 2013 was approximately $51.5 million.
Expanded disclosure on our balance sheet and debt statistics are
included in the tables below.
As of October 21, 2013, we own or have an interest in 376 quality
properties in 32 states and British Columbia consisting of 138,869
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 October 22, 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:
|
|
|
|
|
|
|
|
|
Third Quarter 2013 - Selected Financial Data
|
|
(In millions, except per share data, unaudited)
|
|
|
|
|
|
Quarter Ended
|
|
|
September 30, 2013
|
Income from property operations - 2013 Core (1) |
|
$
|
98.4
|
|
Income from property operations - Acquisitions (2) |
|
1.4
|
|
Income from discontinued operations
|
|
1.0
|
|
Property management and general and administrative (excluding
transaction costs)
|
|
(16.1
|
)
|
Other income and expenses
|
|
6.3
|
|
Financing costs and other
|
|
(31.6
|
)
|
Normalized FFO (3) |
|
59.4
|
|
Change in fair value of contingent consideration asset (4) |
|
(1.0
|
)
|
Transaction costs
|
|
(1.5
|
)
|
Early debt retirement
|
|
(36.5
|
)
|
FFO (3) (5) |
|
$
|
20.4
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$
|
0.65
|
|
FFO per share - fully diluted
|
|
$
|
0.22
|
|
|
|
|
|
|
|
Normalized FFO (3) |
|
$
|
59.4
|
|
Non-revenue producing improvements to real estate
|
|
(5.7
|
)
|
Funds available for distribution (FAD) (3) |
|
$
|
53.7
|
|
|
|
|
FAD per share - fully diluted
|
|
$
|
0.59
|
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
91.3
|
|
|
|
|
|
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 and 2013 (the “Acquisitions”).
|
3.
|
|
See page 6 for a reconciliation of Net income available for Common
Shares to FFO, Normalized FFO and FAD. See definitions of FFO,
Normalized FFO and FAD on page 23.
|
4.
|
|
Represents the change 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 167,400 shares of our common stock as of
September 30, 2013. 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 approximately $4.5 million. We
revalue the asset based on the market value of our common stock as
of each reporting date and recognize in earnings any increase or
decrease in fair value of the escrow.
|
5.
|
|
Third quarter 2013 FFO adjusted to include a deduction for
depreciation expense on rental homes would have been $18.7
million, or $0.21 per fully diluted share.
|
|
|
|
|
|
|
|
|
|
Consolidated Income Statement
|
|
|
|
|
|
(In thousands, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Revenues:
|
|
|
|
|
|
|
|
|
Community base rental income
|
|
$
|
103,157
|
|
|
$
|
98,752
|
|
|
$
|
305,401
|
|
|
$
|
295,185
|
|
Rental home income
|
|
3,584
|
|
|
3,055
|
|
|
10,576
|
|
|
8,422
|
|
Resort base rental income
|
|
39,932
|
|
|
36,516
|
|
|
113,868
|
|
|
104,503
|
|
Right-to-use annual payments
|
|
12,323
|
|
|
12,115
|
|
|
35,889
|
|
|
36,087
|
|
Right-to-use contracts current period, gross
|
|
3,707
|
|
|
4,494
|
|
|
9,899
|
|
|
9,680
|
|
Right-to-use contracts, deferred, net of prior period amortization
|
|
(1,856
|
)
|
|
(2,788
|
)
|
|
(4,446
|
)
|
|
(4,680
|
)
|
Utility and other income
|
|
16,224
|
|
|
15,499
|
|
|
48,694
|
|
|
48,559
|
|
Gross revenues from home sales
|
|
5,415
|
|
|
1,660
|
|
|
12,328
|
|
|
5,585
|
|
Brokered resale revenue and ancillary services revenues, net
|
|
1,395
|
|
|
990
|
|
|
4,122
|
|
|
3,211
|
|
Interest income
|
|
2,200
|
|
|
2,120
|
|
|
6,173
|
|
|
6,132
|
|
Income from other investments, net (1) |
|
1,885
|
|
|
2,651
|
|
|
5,989
|
|
|
5,708
|
|
Total revenues
|
|
187,966
|
|
|
175,064
|
|
|
548,493
|
|
|
518,392
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Property operating and maintenance
|
|
61,782
|
|
|
58,586
|
|
|
175,183
|
|
|
168,444
|
|
Rental home operating and maintenance
|
|
1,950
|
|
|
1,713
|
|
|
5,307
|
|
|
4,407
|
|
Real estate taxes
|
|
11,584
|
|
|
11,362
|
|
|
35,873
|
|
|
34,729
|
|
Sales and marketing, gross
|
|
3,842
|
|
|
3,573
|
|
|
9,536
|
|
|
7,848
|
|
Sales and marketing, deferred commissions, net
|
|
(706
|
)
|
|
(1,277
|
)
|
|
(1,824
|
)
|
|
(2,174
|
)
|
Property management
|
|
10,077
|
|
|
9,358
|
|
|
30,380
|
|
|
28,305
|
|
Depreciation on real estate assets and rental homes
|
|
26,460
|
|
|
25,579
|
|
|
81,793
|
|
|
76,525
|
|
Amortization of in-place leases
|
|
485
|
|
|
7,394
|
|
|
803
|
|
|
38,659
|
|
Cost of home sales
|
|
5,137
|
|
|
1,804
|
|
|
11,837
|
|
|
6,485
|
|
Home selling expenses
|
|
563
|
|
|
325
|
|
|
1,544
|
|
|
1,051
|
|
General and administrative (2) |
|
7,606
|
|
|
6,402
|
|
|
21,261
|
|
|
19,317
|
|
Early debt retirement
|
|
36,530
|
|
|
—
|
|
|
37,911
|
|
|
—
|
|
Rent control initiatives and other
|
|
521
|
|
|
221
|
|
|
2,377
|
|
|
1,067
|
|
Interest and related amortization
|
|
29,206
|
|
|
31,508
|
|
|
89,706
|
|
|
93,035
|
|
Total expenses
|
|
195,037
|
|
|
156,548
|
|
|
501,687
|
|
|
477,698
|
|
(Loss) income from continuing operations before equity in income of
unconsolidated joint ventures
|
|
(7,071
|
)
|
|
18,516
|
|
|
46,806
|
|
|
40,694
|
|
Equity in income of unconsolidated joint ventures
|
|
439
|
|
|
269
|
|
|
1,624
|
|
|
1,524
|
|
Consolidated (loss) income from continuing operations
|
|
(6,632
|
)
|
|
18,785
|
|
|
48,430
|
|
|
42,218
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
Net income from discontinued operations
|
|
982
|
|
|
2,707
|
|
|
7,215
|
|
|
3,226
|
|
Gain on sale of property, net of tax
|
|
40,586
|
|
|
—
|
|
|
41,544
|
|
|
—
|
|
Income from discontinued operations
|
|
41,568
|
|
|
2,707
|
|
|
48,759
|
|
|
3,226
|
|
Consolidated net income
|
|
34,936
|
|
|
21,492
|
|
|
97,189
|
|
|
45,444
|
|
|
|
|
|
|
|
|
|
|
Income allocated to non-controlling interest-Common OP Units
|
|
(2,753
|
)
|
|
(1,503
|
)
|
|
(7,483
|
)
|
|
(2,891
|
)
|
Series A Redeemable Perpetual Preferred Stock Dividends
|
|
—
|
|
|
(3,393
|
)
|
|
—
|
|
|
(11,462
|
)
|
Series C Redeemable Perpetual Preferred Stock Dividends
|
|
(2,311
|
)
|
|
(587
|
)
|
|
(6,951
|
)
|
|
(587
|
)
|
Net income available for Common Shares
|
|
$
|
29,872
|
|
|
$
|
16,009
|
|
|
$
|
82,755
|
|
|
$
|
30,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
For the quarter and nine months ended September 30, 2013 includes a
$1.0 million reduction and a $0.1 million increase, respectively,
and for the quarter and nine months ended September 30, 2012
includes a $0.5 million increase, resulting from the change in the
fair value of a contingent asset. See footnote 4 on page 4 for a
detailed explanation.
|
2.
|
|
Includes transaction costs, see Reconciliation of Net Income to FFO,
Normalized FFO and FAD on page 6.
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income to FFO, Normalized FFO and FAD
|
|
|
|
|
|
(In thousands, except per share data (prior periods adjusted
for stock split), unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Net income available for Common Shares
|
|
$
|
29,872
|
|
|
$
|
16,009
|
|
|
$
|
82,755
|
|
|
$
|
30,504
|
|
Income allocated to common OP Units
|
|
2,753
|
|
|
1,503
|
|
|
7,483
|
|
|
2,891
|
|
Right-to-use contract upfront payments, deferred, net (1) |
|
1,856
|
|
|
2,788
|
|
|
4,446
|
|
|
4,680
|
|
Right-to-use contract commissions, deferred, net (2) |
|
(706
|
)
|
|
(1,277
|
)
|
|
(1,824
|
)
|
|
(2,174
|
)
|
Depreciation on real estate assets
|
|
24,807
|
|
|
24,166
|
|
|
76,946
|
|
|
72,465
|
|
Depreciation on real estate assets, discontinued operations
|
|
—
|
|
|
715
|
|
|
1,536
|
|
|
2,094
|
|
Depreciation on rental homes
|
|
1,653
|
|
|
1,413
|
|
|
4,847
|
|
|
4,060
|
|
Amortization of in-place leases
|
|
485
|
|
|
7,394
|
|
|
803
|
|
|
38,659
|
|
Amortization of in-place leases, discontinued operations
|
|
—
|
|
|
154
|
|
|
—
|
|
|
5,656
|
|
Depreciation on unconsolidated joint ventures
|
|
229
|
|
|
290
|
|
|
732
|
|
|
873
|
|
Gain on sale of property, net of tax
|
|
(40,586
|
)
|
|
—
|
|
|
(41,544
|
)
|
|
—
|
|
FFO (3) (4) |
|
$
|
20,363
|
|
|
$
|
53,155
|
|
|
$
|
136,180
|
|
|
$
|
159,708
|
|
Change in fair value of contingent consideration asset (5) |
|
988
|
|
|
(512
|
)
|
|
(124
|
)
|
|
(512
|
)
|
Transaction costs (6) |
|
1,540
|
|
|
—
|
|
|
1,740
|
|
|
—
|
|
Early debt retirement
|
|
36,530
|
|
|
—
|
|
|
37,911
|
|
|
—
|
|
Normalized FFO (3) |
|
59,421
|
|
|
52,643
|
|
|
175,707
|
|
|
159,196
|
|
Non-revenue producing improvements to real estate
|
|
(5,726
|
)
|
|
(7,691
|
)
|
|
(16,966
|
)
|
|
(20,041
|
)
|
FAD (3) |
|
$
|
53,695
|
|
|
$
|
44,952
|
|
|
$
|
158,741
|
|
|
$
|
139,155
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations per Common Share - Basic
|
|
$
|
(0.10
|
)
|
|
$
|
0.16
|
|
|
$
|
0.46
|
|
|
$
|
0.33
|
|
(Loss) income from continuing operations per Common Share - Fully
Diluted
|
|
$
|
(0.10
|
)
|
|
$
|
0.16
|
|
|
$
|
0.46
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
Net income per Common Share - Basic
|
|
$
|
0.36
|
|
|
$
|
0.19
|
|
|
$
|
1.00
|
|
|
$
|
0.37
|
|
Net income per Common Share - Fully Diluted
|
|
$
|
0.36
|
|
|
$
|
0.19
|
|
|
$
|
0.99
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
FFO per Common Share - Basic
|
|
$
|
0.22
|
|
|
$
|
0.59
|
|
|
$
|
1.50
|
|
|
$
|
1.77
|
|
FFO per Common Share - Fully Diluted
|
|
$
|
0.22
|
|
|
$
|
0.58
|
|
|
$
|
1.49
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO per Common Share - Basic
|
|
$
|
0.66
|
|
|
$
|
0.58
|
|
|
$
|
1.94
|
|
|
$
|
1.77
|
|
Normalized FFO per Common Share - Fully Diluted
|
|
$
|
0.65
|
|
|
$
|
0.58
|
|
|
$
|
1.93
|
|
|
$
|
1.75
|
|
|
|
|
|
|
|
|
|
|
FAD per Common Share - Basic
|
|
$
|
0.59
|
|
|
$
|
0.50
|
|
|
$
|
1.75
|
|
|
$
|
1.54
|
|
FAD per Common Share - Fully Diluted
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
|
$
|
1.74
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
Average Common Shares - Basic
|
|
83,021
|
|
|
82,380
|
|
|
83,023
|
|
|
82,274
|
|
Average Common Shares and OP Units - Basic
|
|
90,625
|
|
|
90,265
|
|
|
90,529
|
|
|
90,193
|
|
Average Common Shares and OP Units - Fully Diluted
|
|
91,259
|
|
|
90,894
|
|
|
91,149
|
|
|
90,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 the prior operator.
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 definitions of FFO, Normalized FFO and FAD on page 23.
|
4.
|
|
FFO adjusted to include a deduction for depreciation expense on
rental homes for the quarters ended September 30, 2013 and 2012
would have been $18.7 million, or $0.21 per fully diluted share, and
$51.7 million, or $0.57 per fully diluted share, respectively, and
for the nine months ended September 30, 2013 and 2012, would have
been $131.3 million, or $1.44 per fully diluted share, and $155.7
million, or $1.71 per fully diluted share, respectively.
|
5.
|
|
See footnote 4 on page 4 for a detailed explanation.
|
6.
|
|
Included in the line item general and administrative on the
Consolidated Income Statement on page 5.
|
|
|
|
|
|
|
|
|
|
Consolidated Income from Property Operations (1)
|
|
|
|
|
|
(In millions, except home site and occupancy figures, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Community base rental income (2) |
|
$
|
103.2
|
|
|
$
|
98.8
|
|
|
$
|
305.4
|
|
|
$
|
295.2
|
|
Rental home income
|
|
3.6
|
|
|
3.1
|
|
|
10.6
|
|
|
8.4
|
|
Resort base rental income (3) |
|
39.9
|
|
|
36.5
|
|
|
113.9
|
|
|
104.5
|
|
Right-to-use annual payments
|
|
12.3
|
|
|
12.1
|
|
|
35.9
|
|
|
36.1
|
|
Right-to-use contracts current period, gross
|
|
3.7
|
|
|
4.5
|
|
|
9.9
|
|
|
9.7
|
|
Utility and other income
|
|
16.2
|
|
|
15.4
|
|
|
48.6
|
|
|
48.5
|
|
Property operating revenues
|
|
178.9
|
|
|
170.4
|
|
|
524.3
|
|
|
502.4
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
73.3
|
|
|
69.9
|
|
|
211.1
|
|
|
203.2
|
|
Rental home operating and maintenance
|
|
2.0
|
|
|
1.7
|
|
|
5.3
|
|
|
4.4
|
|
Sales and marketing, gross
|
|
3.8
|
|
|
3.6
|
|
|
9.5
|
|
|
7.8
|
|
Property operating expenses
|
|
79.1
|
|
|
75.2
|
|
|
225.9
|
|
|
215.4
|
|
Income from property operations
|
|
$
|
99.8
|
|
|
$
|
95.2
|
|
|
$
|
298.4
|
|
|
$
|
287.0
|
|
|
|
|
|
|
|
|
|
|
Manufactured home site figures and occupancy averages:
|
|
|
|
|
|
|
|
|
Total sites
|
|
69,585
|
|
|
68,774
|
|
|
69,047
|
|
|
68,761
|
|
Occupied sites
|
|
63,782
|
|
|
62,619
|
|
|
63,225
|
|
|
62,554
|
|
Occupancy %
|
|
91.7
|
%
|
|
91.1
|
%
|
|
91.6
|
%
|
|
91.0
|
%
|
Monthly base rent per site
|
|
$
|
539
|
|
|
$
|
526
|
|
|
$
|
537
|
|
|
$
|
524
|
|
|
|
|
|
|
|
|
|
|
Core total sites
|
|
68,652
|
|
|
68,646
|
|
|
68,651
|
|
|
68,633
|
|
Core occupied sites
|
|
63,019
|
|
|
62,617
|
|
|
62,971
|
|
|
62,549
|
|
Core occupancy %
|
|
91.8
|
%
|
|
91.2
|
%
|
|
91.7
|
%
|
|
91.1
|
%
|
Core monthly base rent per site
|
|
$
|
539
|
|
|
$
|
526
|
|
|
$
|
537
|
|
|
$
|
524
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
23.9
|
|
|
$
|
22.0
|
|
|
$
|
70.3
|
|
|
$
|
64.8
|
|
Seasonal
|
|
3.1
|
|
|
2.7
|
|
|
18.0
|
|
|
17.0
|
|
Transient
|
|
12.9
|
|
|
11.8
|
|
|
25.6
|
|
|
22.7
|
|
Total resort base rental income
|
|
$
|
39.9
|
|
|
$
|
36.5
|
|
|
$
|
113.9
|
|
|
$
|
104.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 below
within this table.
|
3.
|
|
See resort base rental income detail included below within this
table.
|
|
|
|
|
|
|
|
|
|
2013 Core Income from Property Operations (1)
|
|
|
|
|
|
|
|
|
|
(In millions, except home site and occupancy figures, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 30,
|
|
%
|
|
September 30,
|
|
%
|
|
|
2013
|
|
2012
|
|
Change (2) |
|
2013
|
|
2012
|
|
Change (2) |
Community base rental income (3) |
|
$
|
101.9
|
|
|
$
|
98.8
|
|
|
3.2
|
%
|
|
$
|
304.1
|
|
|
$
|
295.2
|
|
|
3.0
|
%
|
Rental home income
|
|
3.6
|
|
|
3.1
|
|
|
16.9
|
%
|
|
10.6
|
|
|
8.4
|
|
|
25.4
|
%
|
Resort base rental income (4) |
|
38.8
|
|
|
36.5
|
|
|
6.3
|
%
|
|
109.4
|
|
|
104.5
|
|
|
4.7
|
%
|
Right-to-use annual payments
|
|
12.3
|
|
|
12.1
|
|
|
1.7
|
%
|
|
35.9
|
|
|
36.1
|
|
|
(0.6
|
)%
|
Right-to-use contracts current period, gross
|
|
3.7
|
|
|
4.5
|
|
|
(17.5
|
)%
|
|
9.9
|
|
|
9.7
|
|
|
2.3
|
%
|
Utility and other income (5) |
|
16.1
|
|
|
15.4
|
|
|
3.9
|
%
|
|
48.2
|
|
|
48.5
|
|
|
(0.6
|
)%
|
Property operating revenues
|
|
176.4
|
|
|
170.4
|
|
|
3.5
|
%
|
|
518.1
|
|
|
502.4
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
72.3
|
|
|
69.9
|
|
|
3.4
|
%
|
|
207.8
|
|
|
203.1
|
|
|
2.3
|
%
|
Rental home operating and maintenance
|
|
1.9
|
|
|
1.7
|
|
|
13.7
|
%
|
|
5.3
|
|
|
4.4
|
|
|
20.1
|
%
|
Sales and marketing, gross
|
|
3.8
|
|
|
3.6
|
|
|
7.5
|
%
|
|
9.5
|
|
|
7.8
|
|
|
21.5
|
%
|
Property operating expenses
|
|
78.0
|
|
|
75.2
|
|
|
3.8
|
%
|
|
222.6
|
|
|
215.3
|
|
|
3.4
|
%
|
Income from property operations
|
|
$
|
98.4
|
|
|
$
|
95.2
|
|
|
3.3
|
%
|
|
$
|
295.5
|
|
|
$
|
287.1
|
|
|
2.9
|
%
|
Occupied sites (6) |
|
63,100
|
|
|
62,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core manufactured home site figures and occupancy averages:
|
|
|
|
|
|
|
|
Total sites
|
|
68,652
|
|
|
68,646
|
|
|
|
|
68,651
|
|
|
68,633
|
|
|
|
Occupied sites
|
|
63,019
|
|
|
62,617
|
|
|
|
|
62,971
|
|
|
62,549
|
|
|
|
Occupancy %
|
|
91.8
|
%
|
|
91.2
|
%
|
|
|
|
91.7
|
%
|
|
91.1
|
%
|
|
|
Monthly base rent per site
|
|
$
|
539
|
|
|
$
|
526
|
|
|
|
|
$
|
537
|
|
|
$
|
524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
22.7
|
|
|
$
|
22.0
|
|
|
3.9
|
%
|
|
$
|
67.3
|
|
|
$
|
64.7
|
|
|
3.9
|
%
|
Seasonal
|
|
3.2
|
|
|
2.7
|
|
|
16.3
|
%
|
|
17.4
|
|
|
17.0
|
|
|
2.7
|
%
|
Transient
|
|
12.9
|
|
|
11.8
|
|
|
8.6
|
%
|
|
24.7
|
|
|
22.8
|
|
|
8.4
|
%
|
Total resort base rental income
|
|
$
|
38.8
|
|
|
$
|
36.5
|
|
|
6.3
|
%
|
|
$
|
109.4
|
|
|
$
|
104.5
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
2013 Core properties include properties we expect to own and operate
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 actual results without rounding.
|
3.
|
|
See the Core manufactured home site figures and occupancy averages
included below within this table.
|
4.
|
|
See resort base rental income detail included below within this
table.
|
5.
|
|
During the nine months ended September 30, 2012, we recognized
approximately $2.1 million of cable service prepayments due to the
bankruptcy of a third-party cable service provider at certain
properties.
|
6.
|
|
Occupied sites as of the end of the period shown. Occupied sites
have increased by 224 from 62,876 at December 31, 2012.
|
|
|
|
|
|
|
|
|
|
Acquisitions - Income from Property Operations (1)
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
|
|
September 30, 2013
|
|
September 30, 2013
|
Community base rental income
|
|
$
|
1.3
|
|
|
$
|
1.3
|
Resort base rental income
|
|
1.1
|
|
|
4.5
|
Utility income and other property income
|
|
0.1
|
|
|
0.4
|
Property operating revenues
|
|
2.5
|
|
|
6.2
|
|
|
|
|
|
Property operating expenses
|
|
1.1
|
|
|
3.2
|
Income from property operations
|
|
$
|
1.4
|
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
1.
|
|
Represents actual performance of two properties we acquired during
2012 and four properties we acquired during 2013. Excludes property
management expenses.
|
|
|
|
|
|
|
|
|
|
Income from Rental Home Operations
|
|
|
|
|
|
(In millions, except occupied rentals, unaudited)
|
|
|
|
|
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Manufactured homes:
|
|
|
|
|
|
|
|
|
New home
|
|
$
|
5.6
|
|
|
$
|
4.7
|
|
|
$
|
16.6
|
|
|
$
|
13.1
|
|
Used home
|
|
8.5
|
|
|
8.3
|
|
|
27.7
|
|
|
23.1
|
|
Rental operations revenues (1) |
|
14.1
|
|
|
13.0
|
|
|
44.3
|
|
|
36.2
|
|
Rental operations expense
|
|
(2.0
|
)
|
|
(1.7
|
)
|
|
(5.3
|
)
|
|
(4.4
|
)
|
Income from rental operations, before depreciation
|
|
12.1
|
|
|
11.3
|
|
|
39.0
|
|
|
31.8
|
|
Depreciation on rental homes
|
|
(1.7
|
)
|
|
(1.4
|
)
|
|
(4.8
|
)
|
|
(4.1
|
)
|
Income from rental operations, after depreciation
|
|
$
|
10.4
|
|
|
$
|
9.9
|
|
|
$
|
34.2
|
|
|
$
|
27.7
|
|
|
|
|
|
|
|
|
|
|
Occupied rentals: (2) |
|
|
|
|
|
|
|
|
New
|
|
2,032
|
|
|
1,668
|
|
|
|
|
|
Used
|
|
3,380
|
|
|
3,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
September 30, 2013
|
|
September 30, 2012
|
Cost basis in rental homes: (3) |
|
Gross
|
|
Net of Depreciation
|
|
Gross
|
|
Net of Depreciation
|
New
|
|
$
|
112.6
|
|
|
$
|
100.4
|
|
|
$
|
100.6
|
|
|
$
|
91.9
|
Used
|
|
64.1
|
|
|
56.1
|
|
|
55.3
|
|
|
50.2
|
Total rental homes
|
|
$
|
176.7
|
|
|
$
|
156.5
|
|
|
$
|
155.9
|
|
|
$
|
142.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
For the quarters ended September 30, 2013 and 2012, approximately
$10.5 million and $9.9 million, respectively, are included in the
Community base rental income line in the Consolidated Income from
Property Operations table on page 7. For the nine months ended
September 30, 2013 and 2012, approximately $33.7 million and $27.8
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 September 30, 2013
|
|
|
|
|
Sites
|
|
|
|
|
Community sites
|
|
|
|
69,900
|
|
|
|
|
|
Resort sites:
|
|
|
|
|
|
|
|
|
Annuals
|
|
|
|
23,200
|
|
|
|
|
|
Seasonal
|
|
|
|
9,000
|
|
|
|
|
|
Transient
|
|
|
|
9,600
|
|
|
|
|
|
Membership (1) |
|
|
|
24,100
|
|
|
|
|
|
Joint Ventures (2) |
|
|
|
3,100
|
|
|
|
|
|
Total
|
|
|
|
138,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Sales - Select Data
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
New Home Sales Volume (3) |
|
36
|
|
|
3
|
|
|
69
|
|
|
20
|
New Home Sales Gross Revenues
|
|
$
|
1,530
|
|
|
$
|
141
|
|
|
$
|
3,269
|
|
|
$
|
1,038
|
|
|
|
|
|
|
|
|
|
Used Home Sales Volume
|
|
402
|
|
|
338
|
|
|
1,141
|
|
|
981
|
Used Home Sales Gross Revenues
|
|
$
|
3,885
|
|
|
$
|
1,519
|
|
|
$
|
9,059
|
|
|
$
|
4,547
|
|
|
|
|
|
|
|
|
|
Brokered Home Resales Volume
|
|
176
|
|
|
191
|
|
|
623
|
|
|
709
|
Brokered Home Resale Revenues, net
|
|
$
|
225
|
|
|
$
|
258
|
|
|
$
|
840
|
|
|
$
|
917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Sites primarily utilized by approximately 98,700 members. Includes
approximately 4,800 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.
|
3.
|
|
Includes 12 related party home sales and one third-party dealer sale
for the quarter ended September 30, 2013 and 14 related party home
sales and one third-party dealer sale for the nine months ended
September 30, 2013. Includes one third party home sale for the
quarter ended September 30, 2012.
|
|
|
|
|
|
|
|
|
|
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; (ix) completion of pending transactions in their entirety
and on assumed schedule and (x) 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) |
$
|
391.5
|
|
Income from property operations - Acquisitions (3) |
4.9
|
|
Income from discontinued operations
|
8.8
|
|
Property management and general and administrative
|
(66.3
|
)
|
Other income and expenses (4) |
18.2
|
|
Financing costs and other
|
(128.0
|
)
|
Normalized FFO (5) |
229.1
|
|
Change in fair value of contingent consideration asset (6) |
0.1
|
|
Transaction costs
|
(1.7
|
)
|
Early debt retirement
|
(37.9
|
)
|
FFO (5) |
189.6
|
|
Depreciation on real estate and other
|
(104.6
|
)
|
Depreciation on rental homes
|
(6.5
|
)
|
Depreciation on discontinued operations
|
(1.5
|
)
|
Deferral of right-to-use contract sales revenue and commission, net
|
(3.7
|
)
|
Income allocated to OP units
|
(9.7
|
)
|
Gain on sale of property
|
41.5
|
|
Net income available to common shares
|
$
|
105.1
|
|
|
|
Normalized FFO per share - fully diluted
|
$2.48-$2.54
|
FFO per share - fully diluted
|
$2.05-$2.11
|
Net income per common share - fully diluted (7) |
$1.23-$1.29
|
|
|
Weighted average shares outstanding - fully diluted
|
91.2
|
|
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 $381.0 million multiplied by an estimated growth rate of 2.8%.
|
3.
|
|
See page 15 for the 2013 Assumptions regarding the Acquisition
Properties.
|
4.
|
|
See page 18 for 2011 Acquired Chattel Loan Assumptions.
|
5.
|
|
See page 23 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.
|
|
|
|
|
|
|
|
|
|
Fourth 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; (ix) completion of pending transactions in their entirety
and on assumed schedule and (x) ongoing legal matters and related fees.
(In millions, except per share data unaudited)
|
|
|
|
|
|
Quarter Ended
|
|
|
December 31, 2013
|
Income from property operations - 2013 Core (2) |
|
$
|
96.0
|
|
Income from property operations - Acquisitions (3) |
|
1.9
|
|
Property management and general and administrative
|
|
(16.4
|
)
|
Other income and expenses (4) |
|
3.2
|
|
Financing costs and other
|
|
(31.2
|
)
|
Normalized FFO and FFO (5) |
|
53.5
|
|
Depreciation on real estate and other
|
|
(26.1
|
)
|
Depreciation on rental homes
|
|
(1.7
|
)
|
Deferral of right-to-use contract sales revenue and commission, net
|
|
(1.1
|
)
|
Income allocated to OP units
|
|
(2.1
|
)
|
Net income available to common shares
|
|
$
|
22.5
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$0.56-$0.62
|
FFO per share - fully diluted
|
|
$0.56-$0.62
|
Net income per common share - fully diluted (6) |
|
$0.24-$0.30
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
91.3
|
|
|
|
|
|
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 from the 2013 Core Properties of
$93.9 million multiplied by an estimated growth rate of 2.3%.
|
3.
|
|
See page 15 for the 2013 Assumptions regarding the Acquisition
Properties.
|
4.
|
|
See page 18 for 2011 Acquired Chattel Loan Assumptions.
|
5.
|
|
See page 23 for definitions of Normalized FFO and FFO.
|
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
|
|
Fourth Quarter 2013
|
|
|
December 31, 2012
|
|
Growth Factors (2)
|
|
December 31, 2012
|
|
Growth Factors (2)
|
Community base rental income
|
|
$
|
394.6
|
|
|
3.0
|
%
|
|
$
|
99.4
|
|
|
2.9
|
%
|
Rental home income
|
|
11.7
|
|
|
23.2
|
%
|
|
3.2
|
|
|
17.7
|
%
|
Resort base rental income (3) |
|
134.3
|
|
|
4.7
|
%
|
|
29.8
|
|
|
4.5
|
%
|
Right-to-use annual payments
|
|
47.7
|
|
|
—
|
%
|
|
11.6
|
|
|
1.8
|
%
|
Right-to-use contracts current period, gross
|
|
13.4
|
|
|
—
|
%
|
|
3.8
|
|
|
(5.9
|
)%
|
Utility and other income
|
|
62.4
|
|
|
0.3
|
%
|
|
13.9
|
|
|
3.5
|
%
|
Property operating revenues
|
|
664.1
|
|
|
3.2
|
%
|
|
161.7
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(265.9
|
)
|
|
2.9
|
%
|
|
(62.8
|
)
|
|
4.5
|
%
|
Rental home operating and maintenance
|
|
(6.4
|
)
|
|
15.7
|
%
|
|
(2.0
|
)
|
|
5.5
|
%
|
Sales and marketing, gross
|
|
(10.8
|
)
|
|
17.7
|
%
|
|
(3.0
|
)
|
|
7.8
|
%
|
Property operating expenses
|
|
(283.1
|
)
|
|
3.7
|
%
|
|
(67.8
|
)
|
|
4.7
|
%
|
Income from property operations
|
|
$
|
381.0
|
|
|
2.8
|
%
|
|
$
|
93.9
|
|
|
2.3
|
%
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
87.2
|
|
|
3.9
|
%
|
|
$
|
22.4
|
|
|
4.0
|
%
|
Seasonal
|
|
21.1
|
|
|
3.3
|
%
|
|
4.1
|
|
|
5.9
|
%
|
Transient
|
|
26.0
|
|
|
8.2
|
%
|
|
3.3
|
|
|
6.6
|
%
|
Total resort base rental income
|
|
$
|
134.3
|
|
|
4.7
|
%
|
|
$
|
29.8
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 actual results without rounding. Actual
growth could vary materially from amounts presented above if any of
our assumptions is incorrect.
|
3.
|
|
See Resort base rental income detail included below within this
table.
|
|
|
|
|
|
|
|
|
|
2013 Assumptions Regarding Acquisition Properties (1)
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
Year Ended
|
|
Quarter Ended
|
|
|
December 31, 2013 (2) |
|
December 31, 2013 (2) |
Community base rental income
|
|
$
|
3.2
|
|
|
$
|
2.0
|
|
Resort base rental income
|
|
6.0
|
|
|
1.6
|
|
Utility income and other property income
|
|
0.8
|
|
|
0.2
|
|
Property operating revenues
|
|
10.0
|
|
|
3.8
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(5.1
|
)
|
|
(1.9
|
)
|
Property operating expenses
|
|
(5.1
|
)
|
|
(1.9
|
)
|
Income from property operations
|
|
$
|
4.9
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
The acquisition properties includes two properties we acquired in
2012 and four properties acquired during 2013.
|
2.
|
|
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.
|
|
|
|
|
|
|
|
|
|
2014 Guidance - Selected Financial Data (1)
Our guidance acknowledges the existence of volatile economic conditions,
which may impact our current guidance assumptions. Factors impacting
2014 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
we purchased in connection with a prior acquisition; (viii) our ability
to integrate and operate recent acquisitions in accordance with our
estimates; (ix) completion of pending transactions in their entirety and
on assumed schedule; and (x) ongoing legal matters and related fees.
(In millions, except per share data unaudited)
|
|
|
|
|
|
Year Ended
|
|
|
December 31, 2014
|
Income from property operations - 2014 Core (2) |
|
$
|
408.0
|
|
Income from property operations - Acquisitions
|
|
7.0
|
|
Property management and general and administrative
|
|
(68.2
|
)
|
Other income and expenses
|
|
17.4
|
|
Financing costs and other
|
|
(121.1
|
)
|
Normalized FFO and FFO (3) |
|
243.1
|
|
Depreciation on real estate and other
|
|
(103.6
|
)
|
Depreciation on rental homes
|
|
(6.6
|
)
|
Deferral of right-to-use contract sales revenue and commission, net
|
|
(4.8
|
)
|
Income allocated to OP units
|
|
(10.8
|
)
|
Net income available to common shares
|
|
$
|
117.3
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$2.61-$2.71
|
FFO per share - fully diluted
|
|
$2.61-$2.71
|
Net income per common share - fully diluted (4) |
|
$1.35-$1.45
|
|
|
|
Weighted average shares outstanding - fully diluted
|
|
91.5
|
|
|
|
|
|
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 17 for 2014 Core Guidance Assumptions. Amount represents
2013 income from property operations from the 2014 Core Properties
of $393.9 million multiplied by an estimated growth rate of 3.6%.
|
3.
|
|
See page 23 for definitions of Normalized FFO and FFO.
|
4.
|
|
Net income per fully diluted common share is calculated before
Income allocated to OP Units.
|
|
|
|
|
|
|
|
|
|
2014 Core (1)
|
Guidance Assumptions - Income from Property Operations
|
|
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
Estimated 2013
|
|
2014 Growth Factors (2)
|
Community base rental income
|
|
$
|
406.4
|
|
|
2.2
|
%
|
Rental home income
|
|
14.4
|
|
|
9.7
|
%
|
Resort base rental income
|
|
146.3
|
|
|
3.8
|
%
|
Right-to-use annual payments
|
|
47.7
|
|
|
(5.5
|
)%
|
Right-to-use contracts current period, gross
|
|
13.4
|
|
|
0.1
|
%
|
Utility and other income
|
|
63.1
|
|
|
5.7
|
%
|
Property operating revenues
|
|
691.3
|
|
|
2.4
|
%
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
$
|
(277.2
|
)
|
|
1.7
|
%
|
Rental home operating and maintenance
|
|
(7.4
|
)
|
|
0.9
|
%
|
Sales and marketing, gross
|
|
(12.8
|
)
|
|
(17.2
|
)%
|
Property operating expenses
|
|
(297.4
|
)
|
|
0.9
|
%
|
Income from property operations
|
|
$
|
393.9
|
|
|
3.6
|
%
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
Annual
|
|
$
|
94.7
|
|
|
4.0
|
%
|
Seasonal
|
|
22.5
|
|
|
3.2
|
%
|
Transient
|
|
29.1
|
|
|
3.8
|
%
|
Total resort base rental income
|
|
$
|
146.3
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
1.
|
|
2014 Core properties include properties we expect to own and operate
during all of 2013 and 2014. 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
2014 Core Properties compared to actual 2013 performance. Represents
our estimate of the mid-point of a range of possible outcomes.
Calculations prepared using actual results without rounding. Actual
growth could vary materially from amounts presented above if any of
our assumptions is incorrect.
|
|
|
|
|
|
|
|
|
|
2011 Acquired Chattel Loan Assumptions
The following chattel loan assumptions exclude the 11 Michigan
properties sold in 2013. For the year ending December 31, 2013, other
income and expenses guidance includes estimated interest income of
approximately $3.5 million from notes receivable acquired from the
seller and secured by manufactured homes in connection with the
acquisition of properties in 2011. As of September 30, 2013, our
carrying value of the notes receivable was approximately $14.7 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 on the
remaining notes receivable portfolio, 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,
|
|
|
|
$
|
93.9
|
|
Expected cash flows to maturity beginning January 1,
|
|
|
|
38.3
|
|
Expected interest income to maturity beginning January 1,
|
|
|
|
12.7
|
|
|
|
|
|
|
|
|
Actual through
|
|
2013 Guidance
|
|
|
September 30, 2013
|
|
Assumptions
|
Default rate
|
|
14
|
%
|
|
17
|
%
|
Recoveries as percentage of defaults
|
|
25
|
%
|
|
24
|
%
|
Yield
|
|
18
|
%
|
|
27
|
%
|
|
|
|
|
|
Average carrying amount of loans
|
|
$
|
16.1
|
|
|
$
|
15.6
|
|
Contractual principal pay downs
|
|
1.6
|
|
|
2.2
|
|
Contractual interest income
|
|
2.7
|
|
|
3.6
|
|
Expected cash flows applied to principal
|
|
2.4
|
|
|
2.9
|
|
Expected cash flows applied to interest income
|
|
2.7
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013 (1) |
|
2014 (1) |
Member Count (2) |
|
102,726
|
|
|
99,567
|
|
|
96,687
|
|
|
97,000
|
|
|
96,000
|
Right-to-use annual payments (3) |
|
$
|
49,831
|
|
|
$
|
49,122
|
|
|
$
|
47,662
|
|
|
$
|
47,700
|
|
|
$
|
45,000
|
Number of Zone Park Passes (ZPPs) (4) |
|
4,487
|
|
|
7,404
|
|
|
10,198
|
|
|
16,000
|
|
|
18,000
|
Number of annuals (5) |
|
3,062
|
|
|
3,555
|
|
|
4,280
|
|
|
4,800
|
|
|
4,900
|
Resort base rental income from annuals
|
|
$
|
6,712
|
|
|
$
|
8,069
|
|
|
$
|
9,585
|
|
|
$
|
11,200
|
|
|
$
|
12,300
|
Number of upgrades (6) |
|
3,659
|
|
|
3,930
|
|
|
3,069
|
|
|
3,100
|
|
|
3,150
|
Upgrade contract initiations (7) |
|
$
|
17,430
|
|
|
$
|
17,663
|
|
|
$
|
13,431
|
|
|
$
|
13,400
|
|
|
$
|
13,400
|
Resort base rental income from seasonals/transients
|
|
$
|
10,967
|
|
|
$
|
10,852
|
|
|
$
|
11,042
|
|
|
$
|
12,300
|
|
|
$
|
12,900
|
Utility and other income
|
|
$
|
2,059
|
|
|
$
|
2,444
|
|
|
$
|
2,407
|
|
|
$
|
2,200
|
|
|
$
|
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. For the year ended December 31, 2012 and years ending
December 31, 2013 and 2014, includes 1,300, 6,600 and 8,500 RV
dealer ZPPs.
|
3.
|
|
The year ended December 31, 2012 and the year ending December 31,
2013, includes $0.1 million and $2.1 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.
|
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.
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
|
(In thousands, except share (prior period adjusted for stock
split) and per share data)
|
|
|
|
|
|
|
|
September 30, 2013
|
|
December 31, 2012
|
|
|
(unaudited)
|
|
Assets
|
|
|
|
|
Investment in real estate:
|
|
|
|
|
Land
|
|
$
|
1,023,456
|
|
|
$
|
984,224
|
|
Land improvements
|
|
2,654,169
|
|
|
2,565,299
|
|
Buildings and other depreciable property
|
|
530,027
|
|
|
495,127
|
|
|
|
4,207,652
|
|
|
4,044,650
|
|
Accumulated depreciation
|
|
(1,031,152
|
)
|
|
(948,581
|
)
|
Net investment in real estate
|
|
3,176,500
|
|
|
3,096,069
|
|
Cash
|
|
51,526
|
|
|
37,126
|
|
Notes receivable, net
|
|
43,415
|
|
|
45,469
|
|
Investment in joint ventures
|
|
9,795
|
|
|
8,420
|
|
Rent and other customer receivables, net
|
|
930
|
|
|
1,046
|
|
Deferred financing costs, net
|
|
19,811
|
|
|
20,620
|
|
Retail inventory
|
|
3,027
|
|
|
1,569
|
|
Deferred commission expense
|
|
24,666
|
|
|
22,841
|
|
Escrow deposits, goodwill, and other assets, net
|
|
67,460
|
|
|
45,214
|
|
Assets held for disposition
|
|
—
|
|
|
119,852
|
|
Total Assets
|
|
$
|
3,397,130
|
|
|
$
|
3,398,226
|
|
Liabilities and Equity
|
|
|
|
|
Liabilities:
|
|
|
|
|
Mortgage notes payable
|
|
$
|
1,994,308
|
|
|
$
|
2,061,610
|
|
Term loan
|
|
200,000
|
|
|
200,000
|
|
Unsecured lines of credit
|
|
—
|
|
|
—
|
|
Accrued payroll and other operating expenses
|
|
79,020
|
|
|
63,672
|
|
Deferred revenue – upfront payments from right-to-use contracts
|
|
67,425
|
|
|
62,979
|
|
Deferred revenue – right-to-use annual payments
|
|
11,456
|
|
|
11,088
|
|
Accrued interest payable
|
|
9,523
|
|
|
10,500
|
|
Rents and other customer payments received in advance and security
deposits
|
|
53,104
|
|
|
54,017
|
|
Distributions payable
|
|
22,759
|
|
|
—
|
|
Liabilities held for disposition
|
|
—
|
|
|
10,058
|
|
Total Liabilities
|
|
2,437,595
|
|
|
2,473,924
|
|
Equity:
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
Preferred stock, $0.01 par value 9,945,539 shares authorized as of
September 30, 2013 and December 31, 2012; none issued and
outstanding as of September 30, 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 September 30, 2013 and December 31, 2012 at
liquidation value
|
|
136,144
|
|
|
136,144
|
|
Common stock, $0.01 par value 100,000,000 shares authorized;
83,356,321 and 83,193,310 shares issued and outstanding as of
September 30, 2013 and December 31, 2012, respectively
|
|
834
|
|
|
832
|
|
Paid-in capital
|
|
1,021,694
|
|
|
1,012,514
|
|
Distributions in excess of accumulated earnings
|
|
(267,415
|
)
|
|
(287,652
|
)
|
Accumulated other comprehensive loss
|
|
(1,357
|
)
|
|
(2,590
|
)
|
Total Stockholders’ Equity
|
|
889,900
|
|
|
859,248
|
|
Non-controlling interests – Common OP Units
|
|
69,635
|
|
|
65,054
|
|
Total Equity
|
|
959,535
|
|
|
924,302
|
|
Total Liabilities and Equity
|
|
$
|
3,397,130
|
|
|
$
|
3,398,226
|
|
|
|
|
|
|
|
|
|
|
Debt Maturity Schedule & Summary
|
|
|
|
Secured Debt Maturity Schedule
|
(In thousands, unaudited)
|
|
|
|
Year
|
|
Amount
|
2013
|
|
$
|
—
|
2014
|
|
113,792
|
2015
|
|
289,707
|
2016
|
|
226,076
|
2017
|
|
90,153
|
2018
|
|
202,669
|
2019
|
|
212,345
|
2020
|
|
128,677
|
2021+
|
|
711,877
|
Total (1) |
|
$
|
1,975,296
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Summary as of September 30, 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
|
$
|
2,194
|
|
|
5.0
|
%
|
|
6.7
|
|
$
|
1,994
|
|
|
5.2
|
%
|
|
6.9
|
|
|
$200
|
|
3.1%
|
|
3.8
|
1.
|
|
Represents our mortgage notes payable excluding $19.0 million net
note premiums and our $200 million term loan as of September 30,
2013. As of September 30, 2013, we had an unsecured line of credit
with a borrowing capacity of $380.0 million, $0 outstanding, an
interest rate of LIBOR plus 1.40% to 2.00% per annum and a 0.25% to
0.40% facility fee depending on leverage as defined in the loan
agreement. 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 and OP Unit data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Capital Structure as of September 30, 2013
|
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
% of Total
|
|
|
Secured debt
|
|
|
|
|
|
$
|
1,994
|
|
|
90.9
|
%
|
|
|
|
|
Unsecured debt
|
|
|
|
|
|
200
|
|
|
9.1
|
%
|
|
|
|
|
Total debt
|
|
|
|
|
|
$
|
2,194
|
|
|
100.0
|
%
|
|
40.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
83,356,321
|
|
|
91.6
|
%
|
|
|
|
|
|
|
|
|
OP Units
|
|
7,681,075
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
Total Common Shares and OP Units
|
|
91,037,396
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
Common Share price
|
|
$
|
34.17
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of Common Shares
|
|
|
|
|
|
$
|
3,111
|
|
|
95.8
|
%
|
|
|
|
|
Perpetual Preferred Equity
|
|
|
|
|
|
136
|
|
|
4.2
|
%
|
|
|
|
|
Total Equity
|
|
|
|
|
|
$
|
3,247
|
|
|
100.0
|
%
|
|
59.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total market capitalization
|
|
|
|
|
|
$
|
5,441
|
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perpetual Preferred Equity as of September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Annual Dividend
|
Series
|
|
Callable Date
|
|
|
|
Outstanding Shares
|
|
Liquidation Value
|
|
Per Share
|
|
Value
|
6.75% Series C
|
|
9/7/2017
|
|
|
|
54,458
|
|
$136
|
|
$168.75
|
|
$
|
9.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and actual or estimated losses from sales of properties, plus real
estate related depreciation and amortization, impairments, if any, 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.
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 and defeasance costs; c)
property acquisition and other transaction costs related to mergers and
acquisitions; and d) other miscellaneous non-comparable items.
We believe that FFO and Normalized FFO are helpful to investors as
supplemental measures of the performance of an equity REIT. We believe
that by excluding the effect of depreciation, amortization and actual or
estimated gains or 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
further believe that Normalized FFO provides useful information to
investors, analysts and our management because it allows them to compare
our operating performance to the operating performance of other real
estate companies and between periods on a consistent basis without
having to account for differences not related to our operations. For
example, we believe that excluding the early extinguishment of debt,
property acquisition and other transaction costs related to mergers and
acquisitions and the change in fair value of our contingent
consideration asset from Normalized FFO allows investors, analysts and
our management to assess the sustainability of operating performance in
future periods because these costs do not affect the future operations
of the properties. In some cases, we provide information about
identified non-cash components of FFO and Normalized FFO because it
allows investors, analysts and our management to assess the impact of
those 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.
Copyright Business Wire 2013