Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as
“we,” “us,” and “our”) today announced results for the quarter and year
ended December 31, 2013. All per share results are reported on a fully
diluted basis unless otherwise noted.
Financial Results for the Quarter Ended December 31, 2013
Normalized Funds from Operations (“Normalized FFO”) increased $6.1
million, or $0.06 per common share, to $56.6 million, or $0.62 per
common share, compared to $50.5 million, or $0.56 per common share, for
the same period in 2012. Funds from Operations (“FFO”) increased $4.6
million, or $0.05 per common share, to $54.9 million, or $0.60 per
common share, compared to $50.3 million, or $0.55 per common share, for
the same period in 2012. Net income available for common stockholders
decreased $0.1 million to $24.2 million, or $0.29 per common share,
compared to $24.3 million, or $0.29 per common share, for the same
period in 2012. During the fourth quarter we expensed $1.6 million of
the contingent asset related to our Colony Cove property. Consistent
with our Normalized FFO definition, this amount is added back when
calculating Normalized FFO.
Portfolio Performance
For the quarter ended December 31, 2013, property operating revenues,
excluding deferrals, increased $10.2 million to $171.9 million compared
to $161.7 million for the same period in 2012. For the year ended
December 31, 2013, property operating revenues, excluding deferrals,
increased $32.1 million to $696.2 million compared to $664.1 million for
the same period in 2012. For the quarter ended December 31, 2013, income
from property operations, excluding deferrals, increased $5.4 million to
$99.3 million compared to $93.9 million for the same period in 2012. For
the year ended December 31, 2013, income from property operations,
excluding deferrals, increased $16.8 million to $397.7 million compared
to $380.9 million for the same period in 2012.
For the quarter ended December 31, 2013, Core property operating
revenues increased approximately 4.0 percent and income from Core
property operations increased approximately 3.7 percent compared to the
same period in 2012. For the year ended December 31, 2013, Core property
operating revenues increased approximately 3.3 percent and income from
Core property operations increased approximately 3.1 percent compared to
the same period in 2012.
Balance Sheet
We closed on $28.4 million of financing proceeds during the quarter as
part of our $430 million long-term refinancing plan. These loans bear a
stated interest rate of 4.35 percent per annum and mature in 2038. We
also paid off $26.1 million in mortgages with a weighted average
interest rate of 5.81 percent per annum which were set to mature on
March 1, 2014.
Interest coverage was approximately 3.1 times in the quarter. Our cash
balance as of December 31, 2013 was approximately $58.4 million.
Expanded disclosure on our balance sheet and debt statistics are
included in the tables below.
Acquisitions
During the fourth quarter we closed on the acquisition of one RV resort
and, in January 2014, we closed on the acquisition of two additional RV
resorts for a total purchase price of approximately $31.5 million. These
properties, located in Wisconsin, collectively contain 1,456 sites.
Executive Officer Promotions
Effective immediately, Mr. Paul Seavey has been promoted to Executive
Vice President, Chief Financial Officer and Treasurer and will continue
to have oversight of our financial, tax and information technology
departments. Mr. Patrick Waite has been promoted to Executive Vice
President – Property Operations and will continue to have oversight of
our property operations.
General Information
As of January 27, 2014, we own or have an interest in 379 quality
properties in 32 states and British Columbia consisting of 140,298
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 January 28, 2014.
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 or increase future 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 2014 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;
-
the completion of transactions in their entirety and future
transactions, if any, and timing and effective integration with
respect thereto;
-
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:
|
|
|
Fourth Quarter 2013 - Selected Financial Data
|
|
|
|
|
|
(In millions, except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31, 2013
|
|
Income from property operations - 2013 Core (1)
|
|
$
|
97.4
|
|
|
Income from property operations - Acquisitions (2)
|
|
1.9
|
|
|
Loss from discontinued operations
|
|
(0.1
|
)
|
|
Property management and general and administrative (excluding
transaction costs)
|
|
(16.5
|
)
|
|
Other income and expenses
|
|
5.0
|
|
|
Financing costs and other
|
|
(31.1
|
)
|
|
Normalized FFO (3)
|
|
56.6
|
|
|
Change in fair value of contingent consideration asset (4)
|
|
(1.6
|
)
|
|
Transaction costs
|
|
(0.2
|
)
|
|
Early debt retirement
|
|
0.1
|
|
|
FFO (3) (5)
|
|
$
|
54.9
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$
|
0.62
|
|
|
FFO per share - fully diluted
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO (3)
|
|
$
|
56.6
|
|
|
Non-revenue producing improvements to real estate
|
|
(7.9
|
)
|
|
Funds available for distribution (FAD) (3)
|
|
$
|
48.7
|
|
|
|
|
|
|
FAD per share - fully diluted
|
|
$
|
0.53
|
|
|
|
|
|
|
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 detailed reconciliation of Net income available for
Common Shares to FFO, Normalized FFO and FAD. See definitions of FFO,
Normalized FFO and FAD on page 21.
4. We acquired Colony Cove as part of the Hometown acquisition. Our
ownership of this 2,200 site community consists of a fee interest as
well as a leasehold interest. The lease terms include an option to
purchase the underlying fee interest upon the death of the lessor as
well as scheduled increases of the monthly payments and the option
purchase price. We negotiated with Hometown to cap our exposure to
increases in both the ground lease payments and the option purchase
price. At closing, Hometown deposited shares of ELS stock into escrow
and agreed to release shares to us each quarter until the option could
be exercised at which time any remaining shares would be released to
Hometown. We recorded this escrow as a contingent asset on our balance
sheet. We have received quarterly distributions from the escrow to
offset the lease and option price increases. During the fourth quarter,
we learned of the death of the lessor and we intend to exercise the
purchase option. The December 31, 2013 contingent asset balance of $1.9
million represents the $1.1 million fair value estimate of shares
distributed to us on January 1, 2014 and the $0.8 million fair value
estimate of shares we anticipate receiving before closing on the
purchase option. The $1.6 million change in fair value of contingent
consideration asset is net of the fourth quarter $0.3 million fair value
increase.
5. Fourth quarter 2013 FFO, adjusted to include a deduction for
depreciation expense on rental homes, would have been $53.2 million, or
$0.58 per fully diluted share.
|
|
|
Consolidated Income Statement
|
|
|
|
|
|
|
|
(In thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Community base rental income
|
|
$
|
104,400
|
|
|
$
|
99,421
|
|
|
$
|
409,801
|
|
|
$
|
394,606
|
|
|
Rental home income
|
|
3,691
|
|
|
3,227
|
|
|
14,267
|
|
|
11,649
|
|
|
Resort base rental income
|
|
33,366
|
|
|
29,824
|
|
|
147,234
|
|
|
134,327
|
|
|
Right-to-use annual payments
|
|
12,078
|
|
|
11,575
|
|
|
47,967
|
|
|
47,662
|
|
|
Right-to-use contracts current period, gross
|
|
3,243
|
|
|
3,753
|
|
|
13,142
|
|
|
13,433
|
|
|
Right-to-use contracts, deferred, net of prior period amortization
|
|
(1,248
|
)
|
|
(2,014
|
)
|
|
(5,694
|
)
|
|
(6,694
|
)
|
|
Utility and other income
|
|
15,106
|
|
|
13,911
|
|
|
63,800
|
|
|
62,470
|
|
|
Gross revenues from home sales
|
|
5,543
|
|
|
2,645
|
|
|
17,871
|
|
|
8,230
|
|
|
Brokered resale revenue and ancillary services revenues, net
|
|
90
|
|
|
(120
|
)
|
|
4,212
|
|
|
3,093
|
|
|
Interest income
|
|
2,086
|
|
|
2,003
|
|
|
8,260
|
|
|
8,135
|
|
|
Income from other investments, net (1)
|
|
1,526
|
|
|
1,087
|
|
|
7,515
|
|
|
6,795
|
|
|
Total revenues
|
|
179,881
|
|
|
165,312
|
|
|
728,375
|
|
|
683,706
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Property operating and maintenance
|
|
54,714
|
|
|
51,971
|
|
|
229,897
|
|
|
220,415
|
|
|
Rental home operating and maintenance
|
|
2,167
|
|
|
1,962
|
|
|
7,474
|
|
|
6,369
|
|
|
Real estate taxes
|
|
12,407
|
|
|
10,861
|
|
|
48,279
|
|
|
45,590
|
|
|
Sales and marketing, gross
|
|
3,300
|
|
|
2,997
|
|
|
12,836
|
|
|
10,845
|
|
|
Sales and marketing, deferred commissions, net
|
|
(586
|
)
|
|
(981
|
)
|
|
(2,410
|
)
|
|
(3,155
|
)
|
|
Property management
|
|
9,813
|
|
|
9,694
|
|
|
40,193
|
|
|
37,999
|
|
|
Depreciation on real estate assets and rental homes
|
|
26,436
|
|
|
25,558
|
|
|
108,229
|
|
|
102,083
|
|
|
Amortization of in-place leases
|
|
1,137
|
|
|
808
|
|
|
1,940
|
|
|
39,467
|
|
|
Cost of home sales
|
|
5,459
|
|
|
2,533
|
|
|
17,296
|
|
|
9,018
|
|
|
Home selling expenses
|
|
541
|
|
|
340
|
|
|
2,085
|
|
|
1,391
|
|
|
General and administrative (2)
|
|
6,951
|
|
|
7,070
|
|
|
28,211
|
|
|
26,388
|
|
|
Early debt retirement
|
|
(67
|
)
|
|
—
|
|
|
37,844
|
|
|
—
|
|
|
Rent control initiatives and other
|
|
394
|
|
|
389
|
|
|
2,771
|
|
|
1,456
|
|
|
Interest and related amortization
|
|
28,816
|
|
|
30,957
|
|
|
118,522
|
|
|
123,992
|
|
|
Total expenses
|
|
151,482
|
|
|
144,159
|
|
|
653,167
|
|
|
621,858
|
|
|
Income from continuing operations before equity in income of
unconsolidated joint ventures
|
|
28,399
|
|
|
21,153
|
|
|
75,208
|
|
|
61,848
|
|
|
Equity in income of unconsolidated joint ventures
|
|
415
|
|
|
375
|
|
|
2,039
|
|
|
1,899
|
|
|
Consolidated income from continuing operations
|
|
28,814
|
|
|
21,528
|
|
|
77,247
|
|
|
63,747
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued operations
|
|
(82
|
)
|
|
2,891
|
|
|
7,133
|
|
|
6,116
|
|
|
(Loss) gain on sale of property, net of tax
|
|
(19
|
)
|
|
4,596
|
|
|
41,525
|
|
|
4,596
|
|
|
(Loss) income from discontinued operations
|
|
(101
|
)
|
|
7,487
|
|
|
48,658
|
|
|
10,712
|
|
|
Consolidated net income
|
|
28,713
|
|
|
29,015
|
|
|
125,905
|
|
|
74,459
|
|
|
|
|
|
|
|
|
|
|
|
|
Income allocated to non-controlling interest-Common OP Units
|
|
(2,224
|
)
|
|
(2,176
|
)
|
|
(9,706
|
)
|
|
(5,067
|
)
|
|
Series A Redeemable Perpetual Preferred Stock Dividends
|
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
(11,704
|
)
|
|
Series C Redeemable Perpetual Preferred Stock Dividends
|
|
(2,329
|
)
|
|
(2,322
|
)
|
|
(9,280
|
)
|
|
(2,909
|
)
|
|
Net income available for Common Shares
|
|
$
|
24,160
|
|
|
$
|
24,275
|
|
|
$
|
106,919
|
|
|
$
|
54,779
|
|
_________________________________________
1. For the quarter and year ended December 31, 2013, includes a $1.6
million and a $1.4 million decrease, respectively, and for the quarter
and year ended December 31, 2012, includes a $0.1 million decrease and a
$0.5 million increase, respectively, 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)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Net income available for Common Shares
|
|
$
|
24,160
|
|
|
$
|
24,275
|
|
|
$
|
106,919
|
|
|
$
|
54,779
|
|
|
Income allocated to common OP Units
|
|
2,224
|
|
|
2,176
|
|
|
9,706
|
|
|
5,067
|
|
|
Right-to-use contract upfront payments, deferred, net (1)
|
|
1,248
|
|
|
2,014
|
|
|
5,694
|
|
|
6,694
|
|
|
Right-to-use contract commissions, deferred, net (2)
|
|
(586
|
)
|
|
(981
|
)
|
|
(2,410
|
)
|
|
(3,155
|
)
|
|
Depreciation on real estate assets
|
|
24,748
|
|
|
24,065
|
|
|
101,694
|
|
|
96,530
|
|
|
Depreciation on real estate assets, discontinued operations
|
|
—
|
|
|
738
|
|
|
1,536
|
|
|
2,832
|
|
|
Depreciation on rental homes
|
|
1,688
|
|
|
1,493
|
|
|
6,535
|
|
|
5,553
|
|
|
Amortization of in-place leases
|
|
1,137
|
|
|
808
|
|
|
1,940
|
|
|
39,467
|
|
|
Amortization of in-place leases, discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,656
|
|
|
Depreciation on unconsolidated joint ventures
|
|
228
|
|
|
293
|
|
|
960
|
|
|
1,166
|
|
|
Loss (gain) on sale of property, net of tax
|
|
19
|
|
|
(4,596
|
)
|
|
(41,525
|
)
|
|
(4,596
|
)
|
|
FFO (3) (4)
|
|
$
|
54,866
|
|
|
$
|
50,285
|
|
|
$
|
191,049
|
|
|
$
|
209,993
|
|
|
Change in fair value of contingent consideration asset (5)
|
|
1,566
|
|
|
50
|
|
|
1,442
|
|
|
(462
|
)
|
|
Transaction costs (6)
|
|
223
|
|
|
157
|
|
|
1,963
|
|
|
157
|
|
|
Early debt retirement
|
|
(67
|
)
|
|
—
|
|
|
37,844
|
|
|
—
|
|
|
Normalized FFO (3)
|
|
56,588
|
|
|
50,492
|
|
|
232,298
|
|
|
209,688
|
|
|
Non-revenue producing improvements to real estate
|
|
(7,915
|
)
|
|
(9,246
|
)
|
|
(24,881
|
)
|
|
(29,287
|
)
|
|
FAD (3)
|
|
$
|
48,673
|
|
|
$
|
41,246
|
|
|
$
|
207,417
|
|
|
$
|
180,401
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per Common Share - Basic
|
|
$
|
0.29
|
|
|
$
|
0.21
|
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
|
Income from continuing operations per Common Share - Fully Diluted
|
|
$
|
0.29
|
|
|
$
|
0.21
|
|
|
$
|
0.75
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per Common Share - Basic
|
|
$
|
0.29
|
|
|
$
|
0.29
|
|
|
$
|
1.29
|
|
|
$
|
0.67
|
|
|
Net income per Common Share - Fully Diluted
|
|
$
|
0.29
|
|
|
$
|
0.29
|
|
|
$
|
1.28
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per Common Share - Basic
|
|
$
|
0.61
|
|
|
$
|
0.56
|
|
|
$
|
2.11
|
|
|
$
|
2.33
|
|
|
FFO per Common Share - Fully Diluted
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
2.09
|
|
|
$
|
2.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO per Common Share - Basic
|
|
$
|
0.62
|
|
|
$
|
0.56
|
|
|
$
|
2.56
|
|
|
$
|
2.32
|
|
|
Normalized FFO per Common Share - Fully Diluted
|
|
$
|
0.62
|
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
$
|
2.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAD per Common Share - Basic
|
|
$
|
0.54
|
|
|
$
|
0.46
|
|
|
$
|
2.29
|
|
|
$
|
2.00
|
|
|
FAD per Common Share - Fully Diluted
|
|
$
|
0.53
|
|
|
$
|
0.45
|
|
|
$
|
2.27
|
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Common Shares - Basic
|
|
83,003
|
|
|
82,569
|
|
|
83,018
|
|
|
82,348
|
|
|
Average Common Shares and OP Units - Basic
|
|
90,679
|
|
|
90,320
|
|
|
90,567
|
|
|
90,225
|
|
|
Average Common Shares and OP Units - Fully Diluted
|
|
91,334
|
|
|
90,944
|
|
|
91,196
|
|
|
90,862
|
|
_____________________________
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. 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 21.
4. FFO, adjusted to include a deduction for depreciation expense on
rental homes for the quarter ended December 31, 2013 and 2012, would
have been $53.2 million, or $0.58 per fully diluted share, and $48.8
million, or $0.54 per fully diluted share, respectively, and for the
year ended December 31, 2013 and 2012, would have been $184.5 million,
or $2.02 per fully diluted share, and $204.4 million, or $2.25 per fully
diluted share, respectively.
5. Included in the line item Income from other investments, net on the
Consolidated Income Statement on page 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)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Community base rental income (2)
|
|
$
|
104.4
|
|
|
$
|
99.4
|
|
|
$
|
409.8
|
|
|
$
|
394.6
|
|
|
Rental home income
|
|
3.7
|
|
|
3.2
|
|
|
14.3
|
|
|
11.6
|
|
|
Resort base rental income (3)
|
|
33.4
|
|
|
29.8
|
|
|
147.2
|
|
|
134.3
|
|
|
Right-to-use annual payments
|
|
12.1
|
|
|
11.6
|
|
|
48.0
|
|
|
47.7
|
|
|
Right-to-use contracts current period, gross
|
|
3.2
|
|
|
3.8
|
|
|
13.1
|
|
|
13.4
|
|
|
Utility and other income
|
|
15.1
|
|
|
13.9
|
|
|
63.8
|
|
|
62.5
|
|
|
Property operating revenues
|
|
171.9
|
|
|
161.7
|
|
|
696.2
|
|
|
664.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
67.1
|
|
|
62.8
|
|
|
278.2
|
|
|
266.0
|
|
|
Rental home operating and maintenance
|
|
2.2
|
|
|
2.0
|
|
|
7.5
|
|
|
6.4
|
|
|
Sales and marketing, gross
|
|
3.3
|
|
|
3.0
|
|
|
12.8
|
|
|
10.8
|
|
|
Property operating expenses
|
|
72.6
|
|
|
67.8
|
|
|
298.5
|
|
|
283.2
|
|
|
Income from property operations
|
|
$
|
99.3
|
|
|
$
|
93.9
|
|
|
$
|
397.7
|
|
|
$
|
380.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufactured home site figures and occupancy averages:
|
|
|
|
|
|
|
|
|
|
Total sites
|
|
69,972
|
|
|
68,773
|
|
|
69,267
|
|
|
68,764
|
|
|
Occupied sites
|
|
64,206
|
|
|
62,773
|
|
|
63,471
|
|
|
62,609
|
|
|
Occupancy %
|
|
91.8
|
%
|
|
91.3
|
%
|
|
91.6
|
%
|
|
91.0
|
%
|
|
Monthly base rent per site
|
|
$
|
542
|
|
|
$
|
528
|
|
|
$
|
538
|
|
|
$
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
Core total sites
|
|
68,634
|
|
|
68,645
|
|
|
68,635
|
|
|
68,636
|
|
|
Core occupied sites
|
|
63,061
|
|
|
62,773
|
|
|
62,994
|
|
|
62,605
|
|
|
Core occupancy %
|
|
91.9
|
%
|
|
91.4
|
%
|
|
91.8
|
%
|
|
91.2
|
%
|
|
Core monthly base rent per site
|
|
$
|
542
|
|
|
$
|
528
|
|
|
$
|
538
|
|
|
$
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
24.4
|
|
|
$
|
22.4
|
|
|
$
|
94.6
|
|
|
$
|
87.3
|
|
|
Seasonal
|
|
4.9
|
|
|
4.1
|
|
|
22.9
|
|
|
21.1
|
|
|
Transient
|
|
4.1
|
|
|
3.3
|
|
|
29.7
|
|
|
25.9
|
|
|
Total resort base rental income
|
|
$
|
33.4
|
|
|
$
|
29.8
|
|
|
$
|
147.2
|
|
|
$
|
134.3
|
|
_________________________
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
Year Ended
|
|
|
|
|
|
December 31,
|
|
%
|
|
December 31,
|
|
%
|
|
|
|
2013
|
|
2012
|
|
Change (2)
|
|
2013
|
|
2012
|
|
Change (2)
|
|
Community base rental income (3)
|
|
$
|
102.5
|
|
|
$
|
99.4
|
|
|
3.0
|
%
|
|
$
|
406.6
|
|
|
$
|
394.6
|
|
|
3.0
|
%
|
|
Rental home income
|
|
3.7
|
|
|
3.2
|
|
|
13.9
|
%
|
|
14.3
|
|
|
11.6
|
|
|
22.2
|
%
|
|
Resort base rental income (4)
|
|
31.9
|
|
|
29.8
|
|
|
7.0
|
%
|
|
141.2
|
|
|
134.4
|
|
|
5.2
|
%
|
|
Right-to-use annual payments
|
|
12.1
|
|
|
11.6
|
|
|
4.3
|
%
|
|
48.0
|
|
|
47.7
|
|
|
0.6
|
%
|
|
Right-to-use contracts current period, gross
|
|
3.2
|
|
|
3.8
|
|
|
(13.6
|
)%
|
|
13.1
|
|
|
13.4
|
|
|
(2.2
|
)%
|
|
Utility and other income (5)
|
|
14.8
|
|
|
13.9
|
|
|
6.8
|
%
|
|
63.1
|
|
|
62.4
|
|
|
1.1
|
%
|
|
Property operating revenues
|
|
168.2
|
|
|
161.7
|
|
|
4.0
|
%
|
|
686.3
|
|
|
664.1
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
65.4
|
|
|
62.8
|
|
|
4.0
|
%
|
|
273.2
|
|
|
265.9
|
|
|
2.7
|
%
|
|
Rental home operating and maintenance
|
|
2.1
|
|
|
2.0
|
|
|
9.0
|
%
|
|
7.4
|
|
|
6.4
|
|
|
16.7
|
%
|
|
Sales and marketing, gross
|
|
3.3
|
|
|
3.0
|
|
|
10.1
|
%
|
|
12.8
|
|
|
10.8
|
|
|
18.3
|
%
|
|
Property operating expenses
|
|
70.8
|
|
|
67.8
|
|
|
4.4
|
%
|
|
293.4
|
|
|
283.1
|
|
|
3.7
|
%
|
|
Income from property operations
|
|
$
|
97.4
|
|
|
$
|
93.9
|
|
|
3.7
|
%
|
|
$
|
392.9
|
|
|
$
|
381.0
|
|
|
3.1
|
%
|
|
Occupied sites (6)
|
|
63,188
|
|
|
62,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core manufactured home site figures and occupancy averages:
|
|
|
|
|
|
|
|
|
Total sites
|
|
68,634
|
|
|
68,645
|
|
|
|
|
68,635
|
|
|
68,636
|
|
|
|
|
Occupied sites
|
|
63,061
|
|
|
62,773
|
|
|
|
|
62,994
|
|
|
62,605
|
|
|
|
|
Occupancy %
|
|
91.9
|
%
|
|
91.4
|
%
|
|
|
|
91.8
|
%
|
|
91.2
|
%
|
|
|
|
Monthly base rent per site
|
|
$
|
542
|
|
|
$
|
528
|
|
|
|
|
$
|
538
|
|
|
$
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
23.3
|
|
|
$
|
22.4
|
|
|
4.0
|
%
|
|
$
|
90.6
|
|
|
$
|
87.2
|
|
|
3.9
|
%
|
|
Seasonal
|
|
4.8
|
|
|
4.1
|
|
|
16.0
|
%
|
|
22.2
|
|
|
21.1
|
|
|
5.3
|
%
|
|
Transient
|
|
3.8
|
|
|
3.3
|
|
|
16.5
|
%
|
|
28.5
|
|
|
26.0
|
|
|
9.5
|
%
|
|
Total resort base rental income
|
|
$
|
31.9
|
|
|
$
|
29.8
|
|
|
7.0
|
%
|
|
$
|
141.3
|
|
|
$
|
134.3
|
|
|
5.2
|
%
|
____________________________
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 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 year ended December 31, 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 312 from 62,876 at December 31, 2012.
|
|
|
Acquisitions - Income from Property Operations (1)
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2013
|
|
Community base rental income
|
|
$
|
1.9
|
|
|
$
|
3.2
|
|
Resort base rental income
|
|
1.5
|
|
|
6.0
|
|
Utility income and other property income
|
|
0.3
|
|
|
0.7
|
|
Property operating revenues
|
|
3.7
|
|
|
9.9
|
|
|
|
|
|
|
|
Property operating expenses
|
|
1.8
|
|
|
5.1
|
|
Income from property operations
|
|
$
|
1.9
|
|
|
$
|
4.8
|
______________________
1. Represents actual performance of two properties we acquired during
2012 and five properties we acquired during 2013. Excludes property
management expenses.
|
|
|
Income from Rental Home Operations
|
|
|
|
(In millions, except occupied rentals, unaudited)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Manufactured homes:
|
|
|
|
|
|
|
|
|
|
New home
|
|
$
|
5.7
|
|
|
$
|
5.1
|
|
|
$
|
22.3
|
|
|
$
|
17.9
|
|
|
Used home
|
|
7.8
|
|
|
7.1
|
|
|
30.7
|
|
|
26.4
|
|
|
Rental operations revenues (1)
|
|
13.5
|
|
|
12.2
|
|
|
53.0
|
|
|
44.3
|
|
|
Rental operations expense
|
|
(2.2
|
)
|
|
(2.0
|
)
|
|
(7.5
|
)
|
|
(6.4
|
)
|
|
Income from rental operations, before depreciation
|
|
11.3
|
|
|
10.2
|
|
|
45.5
|
|
|
37.9
|
|
|
Depreciation on rental homes
|
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(6.5
|
)
|
|
(5.6
|
)
|
|
Income from rental operations, after depreciation
|
|
$
|
9.6
|
|
|
$
|
8.7
|
|
|
$
|
39.0
|
|
|
$
|
32.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupied rentals: (2)
|
|
|
|
|
|
|
|
|
|
New
|
|
2,140
|
|
|
1,834
|
|
|
|
|
|
|
Used
|
|
3,331
|
|
|
3,230
|
|
|
|
|
|
|
Total occupied rentals
|
|
5,471
|
|
|
5,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
|
|
|
|
Net of
|
|
|
|
Net of
|
|
Cost basis in rental homes: (3)
|
|
Gross
|
|
Depreciation
|
|
Gross
|
|
Depreciation
|
|
New
|
|
$
|
114.1
|
|
|
$
|
101.1
|
|
|
$
|
105.7
|
|
|
$
|
96.2
|
|
Used
|
|
63.7
|
|
|
54.9
|
|
|
59.8
|
|
|
54.0
|
|
Total rental homes
|
|
$
|
177.8
|
|
|
$
|
156.0
|
|
|
$
|
165.5
|
|
|
$
|
150.2
|
____________________________
1. For the quarter ended December 31, 2013 and 2012, approximately $9.8
million and $9.0 million, respectively, are included in the Community
base rental income line in the Consolidated Income from Property
Operations table on page 7. For the year ended December 31, 2013 and
2012, approximately $38.7 million and $32.7 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 December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Sites
|
|
|
|
|
|
Community sites
|
|
|
|
69,900
|
|
|
|
|
|
|
Resort sites:
|
|
|
|
|
|
|
|
|
|
Annuals
|
|
|
|
23,400
|
|
|
|
|
|
|
Seasonal
|
|
|
|
9,000
|
|
|
|
|
|
|
Transient
|
|
|
|
9,600
|
|
|
|
|
|
|
Membership (1)
|
|
|
|
24,100
|
|
|
|
|
|
|
Joint Ventures (2)
|
|
|
|
3,100
|
|
|
|
|
|
|
Total
|
|
|
|
139,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Sales - Select Data
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
New Home Sales Volume (3)
|
|
40
|
|
|
15
|
|
|
109
|
|
|
35
|
|
New Home Sales Gross Revenues
|
|
$
|
1,567
|
|
|
$
|
660
|
|
|
$
|
4,836
|
|
|
$
|
1,698
|
|
|
|
|
|
|
|
|
|
|
|
Used Home Sales Volume
|
|
447
|
|
|
325
|
|
|
1,588
|
|
|
1,306
|
|
Used Home Sales Gross Revenues
|
|
$
|
3,976
|
|
|
$
|
1,985
|
|
|
$
|
13,035
|
|
|
$
|
6,532
|
|
|
|
|
|
|
|
|
|
|
|
Brokered Home Resales Volume
|
|
212
|
|
|
197
|
|
|
835
|
|
|
906
|
|
Brokered Home Resale Revenues, net
|
|
$
|
303
|
|
|
$
|
249
|
|
|
$
|
1,142
|
|
|
$
|
1,166
|
__________________________
1. Sites primarily utilized by approximately 98,300 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 for the quarter ended
December 31, 2013 and 26 related party home sales and one third-party
dealer sale for the year ended December 31, 2013. Includes one
third-party home sale for the year ended December 31, 2012.
|
|
|
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
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, 2014
|
|
Income from property operations - 2014 Core (2)
|
|
$
|
408.8
|
|
|
Income from property operations - Acquisitions (3)
|
|
9.5
|
|
|
Property management and general and administrative
|
|
(68.0
|
)
|
|
Other income and expenses (4)
|
|
17.9
|
|
|
Financing costs and other
|
|
(122.7
|
)
|
|
Normalized FFO (5)
|
|
245.5
|
|
|
Transaction Costs
|
|
(0.2
|
)
|
|
FFO (5)
|
|
245.3
|
|
|
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
|
|
(3.3
|
)
|
|
Income allocated to OP units
|
|
(11.1
|
)
|
|
Net income available to common shares
|
|
$
|
120.7
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$2.63-$2.73
|
|
FFO per share - fully diluted
|
|
$2.63-$2.73
|
|
Net income per common share - fully diluted (6)
|
|
$1.39-$1.49
|
|
|
|
|
|
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 14 for 2014 Core Guidance Assumptions. Amount represents
2013 income from property operations from the 2014 Core Properties of
$395.4 million multiplied by an estimated growth rate of 3.4%.
3. See page 15 for the 2014 Assumptions regarding the Acquisition
Properties.
4. See page 16 for 2011 Acquired Chattel Loan Assumptions.
5. See page 21 for definitions of Normalized FFO and FFO.
6. Net income per fully diluted common share is calculated before Income
allocated to OP Units.
|
|
|
First Quarter 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
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
|
|
|
|
March 31, 2014
|
|
Income from property operations - 2014 Core (2)
|
|
$
|
108.0
|
|
|
Income from property operations - Acquisitions (3)
|
|
2.3
|
|
|
Property management and general and administrative
|
|
(16.4
|
)
|
|
Other income and expenses (4)
|
|
5.9
|
|
|
Financing costs and other
|
|
(30.4
|
)
|
|
Normalized FFO (5)
|
|
69.4
|
|
|
Transaction Costs
|
|
(0.2
|
)
|
|
FFO (5)
|
|
69.2
|
|
|
Depreciation on real estate and other
|
|
(26.2
|
)
|
|
Depreciation on rental homes
|
|
(1.7
|
)
|
|
Deferral of right-to-use contract sales revenue and commission, net
|
|
(0.7
|
)
|
|
Income allocated to OP units
|
|
(3.4
|
)
|
|
Net income available to common shares
|
|
$
|
37.2
|
|
|
|
|
|
|
Normalized FFO per share - fully diluted
|
|
$0.73-$0.79
|
|
FFO per share - fully diluted
|
|
$0.73-$0.79
|
|
Net income per common share - fully diluted (6)
|
|
$0.41-$0.47
|
|
|
|
|
|
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 2014 Core Properties of $104.3
million multiplied by an estimated growth rate of 3.6%.
3. See page 15 for the 2014 Assumptions regarding the Acquisition
Properties.
4. See page 18 for 2011 Acquired Chattel Loan Assumptions.
5. See page 21 for definitions of Normalized FFO and FFO.
6. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
Year Ended
|
|
2014
|
|
Quarter Ended
|
|
2014
|
|
|
|
December 31,
|
|
Growth
|
|
March 31,
|
|
Growth
|
|
|
|
2013
|
|
Factors (2)
|
|
2013
|
|
Factors (2)
|
|
Community base rental income
|
|
$
|
406.6
|
|
|
2.3
|
%
|
|
$
|
100.8
|
|
|
2.5
|
%
|
|
Rental home income
|
|
14.2
|
|
|
5.0
|
%
|
|
3.4
|
|
|
9.2
|
%
|
|
Resort base rental income (3)
|
|
147.0
|
|
|
4.1
|
%
|
|
40.7
|
|
|
5.7
|
%
|
|
Right-to-use annual payments
|
|
48.0
|
|
|
(5.6
|
)%
|
|
11.5
|
|
|
(3.3
|
)%
|
|
Right-to-use contracts current period, gross
|
|
13.1
|
|
|
2.3
|
%
|
|
2.8
|
|
|
(0.9
|
)%
|
|
Utility and other income
|
|
63.6
|
|
|
4.8
|
%
|
|
16.7
|
|
|
3.9
|
%
|
|
Property operating revenues
|
|
692.5
|
|
|
2.4
|
%
|
|
175.9
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(276.9
|
)
|
|
2.1
|
%
|
|
(67.3
|
)
|
|
2.6
|
%
|
|
Rental home operating and maintenance
|
|
(7.4
|
)
|
|
(2.7
|
)%
|
|
(1.9
|
)
|
|
2.7
|
%
|
|
Sales and marketing, gross
|
|
(12.8
|
)
|
|
(16.4
|
)%
|
|
(2.4
|
)
|
|
(6.1
|
)%
|
|
Property operating expenses
|
|
(297.1
|
)
|
|
1.2
|
%
|
|
(71.6
|
)
|
|
2.3
|
%
|
|
Income from property operations
|
|
$
|
395.4
|
|
|
3.4
|
%
|
|
$
|
104.3
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Resort base rental income:
|
|
|
|
|
|
|
|
|
|
Annual
|
|
$
|
94.6
|
|
|
4.5
|
%
|
|
$
|
23.0
|
|
|
4.5
|
%
|
|
Seasonal
|
|
22.9
|
|
|
3.1
|
%
|
|
11.8
|
|
|
5.5
|
%
|
|
Transient
|
|
29.5
|
|
|
3.8
|
%
|
|
5.9
|
|
|
10.6
|
%
|
|
Total resort base rental income
|
|
$
|
147.0
|
|
|
4.1
|
%
|
|
$
|
40.7
|
|
|
5.7
|
%
|
_______________________________
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.
3. See Resort base rental income detail included below within this table.
|
|
|
2014 Assumptions Regarding Acquisition Properties (1)
|
|
|
|
(In millions, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Quarter Ended
|
|
|
|
December 31, 2014 (2)
|
|
March 31, 2014 (2)
|
|
Community base rental income
|
|
$
|
8.0
|
|
|
$
|
2.0
|
|
|
Resort home income
|
|
0.1
|
|
|
—
|
|
|
Resort base rental income
|
|
6.1
|
|
|
1.3
|
|
|
Utility income and other property income
|
|
1.4
|
|
|
0.3
|
|
|
Property operating revenues
|
|
15.6
|
|
|
3.6
|
|
|
|
|
|
|
|
|
Property operating, maintenance, and real estate taxes
|
|
(6.1
|
)
|
|
(1.3
|
)
|
|
Property operating expenses
|
|
(6.1
|
)
|
|
(1.3
|
)
|
|
Income from property operations
|
|
$
|
9.5
|
|
|
$
|
2.3
|
|
___________________________________
1. The acquisition properties include five 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.
|
|
|
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 interest income of
approximately $3.4 million from notes receivable acquired from the
seller and secured by manufactured homes in connection with the
acquisition of properties in 2011. As of December 31, 2013, our
carrying value of the notes receivable was approximately $13.7
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
2014. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
Contractual cash flows to maturity beginning January 1,
|
|
|
|
$
|
81.5
|
|
|
Expected cash flows to maturity beginning January 1,
|
|
|
|
31.9
|
|
|
Expected interest income to maturity beginning January 1,
|
|
|
|
17.7
|
|
|
|
|
|
|
|
|
|
|
Actual through
|
|
2014 Guidance
|
|
|
|
December 31, 2013
|
|
Assumptions
|
|
Default rate
|
|
16
|
%
|
|
17
|
%
|
|
Recoveries as percentage of defaults
|
|
25
|
%
|
|
24
|
%
|
|
Yield
|
|
24
|
%
|
|
27
|
%
|
|
|
|
|
|
|
|
Average carrying amount of loans
|
|
$
|
15.6
|
|
|
$
|
11.2
|
|
|
Contractual principal pay downs
|
|
2.1
|
|
|
2.2
|
|
|
Contractual interest income
|
|
3.5
|
|
|
3.5
|
|
|
Expected cash flows applied to principal
|
|
2.4
|
|
|
2.9
|
|
|
Expected cash flows applied to interest income
|
|
2.7
|
|
|
3.4
|
|
|
|
|
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
|
|
2014 (1)
|
|
Member Count (2)
|
|
102,726
|
|
|
99,567
|
|
|
96,687
|
|
|
98,277
|
|
|
97,000
|
|
Right-to-use annual payments (3)
|
|
$
|
49,831
|
|
|
$
|
49,122
|
|
|
$
|
47,662
|
|
|
$
|
47,967
|
|
|
$
|
45,300
|
|
Number of Zone Park Passes (ZPPs) (4)
|
|
4,487
|
|
|
7,404
|
|
|
10,198
|
|
|
15,607
|
|
|
18,000
|
|
Number of annuals (5)
|
|
3,062
|
|
|
3,555
|
|
|
4,280
|
|
|
4,830
|
|
|
5,130
|
|
Resort base rental income from annuals
|
|
$
|
6,712
|
|
|
$
|
8,069
|
|
|
$
|
9,585
|
|
|
$
|
11,148
|
|
|
$
|
12,226
|
|
Number of upgrades (6)
|
|
3,659
|
|
|
3,930
|
|
|
3,069
|
|
|
2,999
|
|
|
3,150
|
|
Upgrade contract initiations (7)
|
|
$
|
17,430
|
|
|
$
|
17,663
|
|
|
$
|
13,431
|
|
|
$
|
13,142
|
|
|
$
|
13,444
|
|
Resort base rental income from seasonals/transients
|
|
$
|
10,967
|
|
|
$
|
10,852
|
|
|
$
|
11,042
|
|
|
$
|
12,692
|
|
|
$
|
12,900
|
|
Utility and other income
|
|
$
|
2,059
|
|
|
$
|
2,444
|
|
|
$
|
2,407
|
|
|
$
|
2,293
|
|
|
$
|
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, 7,000 and 9,550 RV dealer ZPPs, respectively.
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. During the third quarter of 2013 we changed
the accounting treatment of revenues and expenses associated with the RV
dealer program to recognize as revenue only the cash received from
members generated by the program.
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 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)
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
December 31,
2012
|
|
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
|
|
Investment in real estate:
|
|
|
|
|
|
Land
|
|
$
|
1,025,246
|
|
|
$
|
984,224
|
|
|
Land improvements
|
|
2,667,213
|
|
|
2,565,299
|
|
|
Buildings and other depreciable property
|
|
535,647
|
|
|
495,127
|
|
|
|
|
4,228,106
|
|
|
4,044,650
|
|
|
Accumulated depreciation
|
|
(1,058,540
|
)
|
|
(948,581
|
)
|
|
Net investment in real estate
|
|
3,169,566
|
|
|
3,096,069
|
|
|
Cash
|
|
58,427
|
|
|
37,126
|
|
|
Notes receivable, net
|
|
42,990
|
|
|
45,469
|
|
|
Investment in joint ventures
|
|
11,583
|
|
|
8,420
|
|
|
Rent and other customer receivables, net
|
|
1,377
|
|
|
1,046
|
|
|
Deferred financing costs, net
|
|
19,873
|
|
|
20,620
|
|
|
Retail inventory
|
|
2,618
|
|
|
1,569
|
|
|
Deferred commission expense
|
|
25,252
|
|
|
22,841
|
|
|
Escrow deposits, goodwill, and other assets, net
|
|
59,953
|
|
|
45,214
|
|
|
Assets held for disposition
|
|
—
|
|
|
119,852
|
|
|
Total Assets
|
|
$
|
3,391,639
|
|
|
$
|
3,398,226
|
|
|
Liabilities and Equity
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Mortgage notes payable
|
|
$
|
1,992,368
|
|
|
$
|
2,061,610
|
|
|
Term loan
|
|
200,000
|
|
|
200,000
|
|
|
Unsecured lines of credit
|
|
—
|
|
|
—
|
|
|
Accrued payroll and other operating expenses
|
|
65,158
|
|
|
63,672
|
|
|
Deferred revenue – upfront payments from right-to-use contracts
|
|
68,672
|
|
|
62,979
|
|
|
Deferred revenue – right-to-use annual payments
|
|
11,136
|
|
|
11,088
|
|
|
Accrued interest payable
|
|
9,416
|
|
|
10,500
|
|
|
Rents and other customer payments received in advance and security
deposits
|
|
58,931
|
|
|
54,017
|
|
|
Distributions payable
|
|
22,753
|
|
|
—
|
|
|
Liabilities held for disposition
|
|
—
|
|
|
10,058
|
|
|
Total Liabilities
|
|
2,428,434
|
|
|
2,473,924
|
|
|
Equity:
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
Preferred stock, $0.01 par value 9,945,539 shares authorized as of
December 31, 2013 and December 31, 2012; none issued and outstanding
as of December 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 December 31, 2013 and December 31, 2012 at
liquidation value
|
|
136,144
|
|
|
136,144
|
|
|
Common stock, $0.01 par value 200,000,000 shares authorized;
83,313,677 and 83,193,310 shares issued and outstanding as of
December 31, 2013 and December 31, 2012, respectively
|
|
834
|
|
|
832
|
|
|
Paid-in capital
|
|
1,021,365
|
|
|
1,012,514
|
|
|
Distributions in excess of accumulated earnings
|
|
(264,083
|
)
|
|
(287,652
|
)
|
|
Accumulated other comprehensive loss
|
|
(927
|
)
|
|
(2,590
|
)
|
|
Total Stockholders’ Equity
|
|
893,333
|
|
|
859,248
|
|
|
Non-controlling interests – Common OP Units
|
|
69,872
|
|
|
65,054
|
|
|
Total Equity
|
|
963,205
|
|
|
924,302
|
|
|
Total Liabilities and Equity
|
|
$
|
3,391,639
|
|
|
$
|
3,398,226
|
|
|
|
|
Debt Maturity Schedule & Summary
|
|
|
|
Secured Debt Maturity Schedule
|
|
(In thousands, unaudited)
|
|
|
|
|
|
Year
|
|
Amount
|
|
2014
|
|
$
|
87,031
|
|
2015
|
|
288,347
|
|
2016
|
|
225,371
|
|
2017
|
|
89,745
|
|
2018
|
|
201,852
|
|
2019
|
|
211,555
|
|
2020
|
|
128,197
|
|
2021+
|
|
742,505
|
|
Total (1)
|
|
$
|
1,974,603
|
|
|
|
Debt Summary as of December 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
|
|
$
|
2,192
|
|
|
5.1
|
%
|
|
6.7
|
|
$
|
1,992
|
|
|
5.3
|
%
|
|
7.0
|
|
|
$200
|
|
3.1%
|
|
3.6
|
____________________________
1. Represents our mortgage notes payable excluding $17.8 million net
note premiums and our $200 million term loan as of December 31, 2013. As
of December 31, 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 December 31, 2013
|
|
|
|
|
|
|
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
|
% of Total
|
|
|
|
Secured debt
|
|
|
|
|
|
$
|
1,992
|
|
|
90.9
|
%
|
|
|
|
|
|
Unsecured debt
|
|
|
|
|
|
200
|
|
|
9.1
|
%
|
|
|
|
|
|
Total debt
|
|
|
|
|
|
$
|
2,192
|
|
|
100.0
|
%
|
|
39.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
83,313,677
|
|
|
91.6
|
%
|
|
|
|
|
|
|
|
|
|
OP Units
|
|
7,667,723
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
Total Common Shares and OP Units
|
|
90,981,400
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Common Share price
|
|
$
|
36.23
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of Common Shares
|
|
|
|
|
|
$
|
3,296
|
|
|
96.0
|
%
|
|
|
|
|
|
Perpetual Preferred Equity
|
|
|
|
|
|
136
|
|
|
4.0
|
%
|
|
|
|
|
|
Total Equity
|
|
|
|
|
|
$
|
3,432
|
|
|
100.0
|
%
|
|
61.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total market capitalization
|
|
|
|
|
|
$
|
5,624
|
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perpetual Preferred Equity as of December 31, 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 non-refundable
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 2014