Maryland | 1-11718 | 36-3857664 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification Number) | ||
Two North Riverside Plaza, Chicago, Illinois | 60606 | |||
(Address of principal executive offices) | (Zip Code) |
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement material pursuant to Rule 14a14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o Pre-commencement material pursuant to Rule 13e-4(c) under the Exchange Act (17 CFE 240.13e-4(c)) |
Name | Title | Award |
Marguerite Nader | President | 12,000 Shares |
Paul Seavey | Senior Vice President, Chief Financial Officer and Treasurer | 8,000 Shares |
Roger Maynard | Executive Vice President - Asset Management | 11,333 Shares |
• | the Company's ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire); |
• | the Company's ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; |
• | the Company's ability to retain and attract customers renewing, upgrading and entering right-to-use contracts; |
• | the Company's assumptions about rental and home sales markets; |
• | the Company's assumptions and guidance concerning 2013 estimated net income and funds from operations; |
• | the Company's 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 the recent acquisitions and the Company's estimates regarding the future performance of recent acquisitions; |
• | unanticipated costs or unforeseen liabilities associated with the 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 the Company's filings with the Securities and Exchange Commission. |
Exhibit 99.1 | Equity LifeStyle Properties, Inc. press release dated January 28, 2013, “ELS Reports Fourth Quarter Results” |
a) | Financial Results |
b) | Portfolio Performance |
c) | Balance Sheet |
d) | Asset-related Transactions |
e) | Preferred Stock Redemption |
• | the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire); |
• | the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; |
• | the Company’s ability to retain and attract customers renewing, upgrading and entering right-to-use contracts; |
• | the Company’s assumptions about rental and home sales markets; |
• | the Company’s assumptions and guidance concerning 2013 estimated net income and funds from operations; |
• | the Company’s 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 the recent acquisitions and the Company’s estimates regarding the future performance of recent acquisitions; |
• | unanticipated costs or unforeseen liabilities associated with the 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 the Company’s filings with the Securities and Exchange Commission. |
Fourth Quarter 2012 - Selected Financial Data |
Three Months Ended | |||
December 31, 2012 | |||
Income from property operations - 2012 Core (1) | $ | 70.6 | |
Income from property operations - 2011 Acquisitions (2) | 27.0 | ||
Property management and general and administrative | (17.0 | ) | |
Other income and expenses (3) | 3.4 | ||
Financing costs and other | (33.7 | ) | |
Funds from operations (FFO) (4) (5) | 50.3 | ||
Depreciation on real estate | (24.6 | ) | |
Depreciation on rental homes (5) | (1.7 | ) | |
Amortization of in-place leases | (0.8 | ) | |
Depreciation on unconsolidated joint ventures | (0.3 | ) | |
Deferral of right-to-use contract sales revenue and commission, net | (1.0 | ) | |
Income allocated to OP Units | (2.2 | ) | |
Gain on sale of property | 4.6 | ||
Net income available to common shares | $ | 24.3 | |
Net income per common share - fully diluted (6) | $ | 0.58 | |
FFO per share - fully diluted | $ | 1.11 | |
Weighted average shares outstanding - fully diluted | 45.5 | ||
1. | See page 9 for the 2012 Core Income from Property Operations detail. |
2. | See page 10 for the Income from Property Operations detail for the 2011 Acquisition Properties. |
3. | Includes approximately $50,000 resulting from the decrease in fair value of the net asset described in the following sentences. The Company owns both a fee interest and a leasehold interest in a 2,200 site property. The ground lease contains a purchase option on behalf of the lessee and a put option on behalf of the lessor. The options may be exercised by either party upon the death of the fee holder. The Company is the beneficiary of an escrow funded by the seller and denominated in approximately 114,000 shares of common stock of the Company. The escrow was established to protect the Company from future scheduled ground lease payments as well as scheduled increases in the option purchase price over time. The current fair value estimate of the escrow is $6.8 million. The Company will revalue the asset as of each reporting date and will recognize in earnings any increase or decrease in fair value of the escrow. |
4. | See definition of FFO on page 21. |
5. | Fourth quarter 2012 FFO adjusted to include a deduction for depreciation expense on rental homes would have been $48.6 million, or $1.07 per fully diluted share. |
6. | Net income per fully diluted common share is calculated before Income allocated to OP Units. |
Consolidated Income Statement |
Three Months Ended | Year Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2012 | 2011 (1) | 2012 | 2011 (1) | ||||||||||||
Revenues: | |||||||||||||||
Community base rental income | $ | 104,351 | $ | 99,111 | $ | 414,170 | $ | 318,851 | |||||||
Rental home income | 3,953 | 2,708 | 14,065 | 7,970 | |||||||||||
Resort base rental income | 29,824 | 28,631 | 134,327 | 130,489 | |||||||||||
Right-to-use annual payments | 11,575 | 12,103 | 47,662 | 49,122 | |||||||||||
Right-to-use contracts current period, gross | 3,753 | 4,760 | 13,433 | 17,856 | |||||||||||
Right-to-use contracts, deferred, net of prior period amortization | (2,014 | ) | (3,169 | ) | (6,694 | ) | (11,936 | ) | |||||||
Utility and other income | 14,411 | 13,799 | 64,432 | 53,843 | |||||||||||
Gross revenues from home sales | 2,685 | 1,807 | 8,566 | 6,088 | |||||||||||
Brokered resale revenue and ancillary services revenues, net | (117 | ) | (260 | ) | 3,114 | 3,464 | |||||||||
Interest income | 2,423 | 2,621 | 10,009 | 7,000 | |||||||||||
Income from other investments, net (2) | 1,087 | 210 | 6,793 | 6,452 | |||||||||||
Total revenues | 171,931 | 162,321 | 709,877 | 589,199 | |||||||||||
Expenses: | |||||||||||||||
Property operating and maintenance | 53,805 | 52,206 | 226,952 | 200,623 | |||||||||||
Rental home operating and maintenance | 2,204 | 1,766 | 7,359 | 4,850 | |||||||||||
Real estate taxes | 11,323 | 11,097 | 47,623 | 37,619 | |||||||||||
Sales and marketing, gross | 2,997 | 2,930 | 10,846 | 11,219 | |||||||||||
Sales and marketing, deferred commissions, net | (981 | ) | (1,294 | ) | (3,155 | ) | (4,789 | ) | |||||||
Property management | 9,809 | 9,219 | 38,460 | 35,076 | |||||||||||
Depreciation on real estate assets and rental homes | 26,297 | 25,023 | 104,917 | 84,257 | |||||||||||
Amortization of in-place leases | 808 | 17,720 | 45,122 | 28,479 | |||||||||||
Cost of home sales | 2,606 | 1,663 | 9,475 | 5,683 | |||||||||||
Home selling expenses | 341 | 350 | 1,411 | 1,589 | |||||||||||
General and administrative | 7,043 | 5,763 | 26,744 | 23,833 | |||||||||||
Acquisition costs | 157 | 1,160 | 180 | 18,493 | |||||||||||
Rent control initiatives and other | 389 | 485 | 1,456 | 2,043 | |||||||||||
Interest and related amortization | 31,090 | 30,737 | 124,524 | 99,668 | |||||||||||
Total expenses | 147,888 | 158,825 | 641,914 | 548,643 | |||||||||||
Income before equity in income of unconsolidated joint ventures and gain on sale of property | 24,043 | 3,496 | 67,963 | 40,556 | |||||||||||
Equity in income of unconsolidated joint ventures | 375 | 366 | 1,899 | 1,948 | |||||||||||
Gain on sale of property, net of tax | 4,596 | — | 4,596 | — | |||||||||||
Consolidated net income | 29,014 | 3,862 | 74,458 | 42,504 | |||||||||||
(Income) loss allocated to non-controlling interest-Common OP Units | (2,176 | ) | 16 | (5,067 | ) | (3,105 | ) | ||||||||
Income allocated to non-controlling interest-Perpetual Preferred OP Units | — | — | — | (2,801 | ) | ||||||||||
Series A Redeemable Perpetual Preferred Stock Dividends | (242 | ) | (4,038 | ) | (11,704 | ) | (13,357 | ) | |||||||
Series B Redeemable Preferred Stock Dividends | — | — | — | (466 | ) | ||||||||||
Series C Redeemable Perpetual Preferred Stock Dividends | (2,322 | ) | — | (2,909 | ) | — | |||||||||
Net income (loss) available for Common Shares | $ | 24,274 | $ | (160 | ) | $ | 54,778 | $ | 22,775 | ||||||
Net income (loss) per Common Share - Basic | $ | 0.59 | $ | — | $ | 1.33 | $ | 0.64 | |||||||
Net income (loss) per Common Share - Fully Diluted | $ | 0.58 | $ | — | $ | 1.32 | $ | 0.64 | |||||||
Average Common Shares - Basic | 41,285 | 40,263 | 41,174 | 35,591 | |||||||||||
Average Common Shares and OP Units - Basic | 45,160 | 44,978 | 45,112 | 40,004 | |||||||||||
Average Common Shares and OP Units - Fully Diluted | 45,472 | 45,296 | 45,431 | 40,330 |
1. | Certain 2011 amounts have been reclassified to conform to the 2012 presentation. This reclassification had no material effect on the consolidated income statement. |
2. | For the three months and year ended December 31, 2012, includes approximately $50,000 decrease and $0.5 million increase, respectively, in a net asset associated with the Acquisition Properties. See footnote 3 on page 5 for detailed explanation. |
Reconciliation of Net Income to FFO and FAD |
Three Months Ended | Year Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Computation of funds from operations: | |||||||||||||||
Net income (loss) available for Common Shares | $ | 24,274 | $ | (160 | ) | $ | 54,778 | $ | 22,775 | ||||||
Income (loss) allocated to common OP Units | 2,176 | (16 | ) | 5,067 | 3,105 | ||||||||||
Series B Redeemable Preferred Stock Dividends | — | — | — | 466 | |||||||||||
Right-to-use contract upfront payments, deferred, net (1) | 2,014 | 3,169 | 6,694 | 11,936 | |||||||||||
Right-to-use contract commissions, deferred, net (2) | (981 | ) | (1,294 | ) | (3,155 | ) | (4,789 | ) | |||||||
Depreciation on real estate assets | 24,643 | 23,780 | 98,826 | 79,981 | |||||||||||
Depreciation on rental homes (3) | 1,654 | 1,243 | 6,091 | 4,276 | |||||||||||
Amortization of in-place leases | 808 | 17,720 | 45,122 | 28,479 | |||||||||||
Depreciation on unconsolidated joint ventures | 293 | 308 | 1,166 | 1,228 | |||||||||||
Gain on sale of property, net of tax | (4,596 | ) | — | (4,596 | ) | — | |||||||||
Funds from operations (FFO) (4) (5) | $ | 50,285 | $ | 44,750 | $ | 209,993 | $ | 147,457 | |||||||
Non-revenue producing improvements to real estate | (9,246 | ) | (8,320 | ) | (29,287 | ) | (23,315 | ) | |||||||
Funds available for distribution (FAD) (4) | $ | 41,039 | $ | 36,430 | $ | 180,706 | $ | 124,142 | |||||||
FFO per Common Share - Basic | $ | 1.11 | $ | 0.99 | $ | 4.65 | $ | 3.69 | |||||||
FFO per Common Share - Fully Diluted | $ | 1.11 | $ | 0.99 | $ | 4.62 | $ | 3.66 | |||||||
FAD per Common Share - Basic | $ | 0.91 | $ | 0.81 | $ | 4.01 | $ | 3.10 | |||||||
FAD per Common Share - Fully Diluted | $ | 0.90 | $ | 0.80 | $ | 3.98 | $ | 3.08 |
1. | The Company is required by GAAP to defer recognition of the non-refundable upfront payments from the entry of right-to-use contracts over the estimated customer life. The customer life is currently estimated to range from one to 31 years and is based upon historical attrition rates provided to the Company by Privileged Access. The amount shown represents the deferral of a substantial portion of current period contracts sales, offset by amortization of prior period sales. |
2. | The Company is required by GAAP to defer recognition of the commission paid related to the entry of right-to-use contracts. The deferred commissions will be amortized on the same method as the related non-refundable upfront payments from the entry of right-to-use contracts. The amount shown represents the deferral of a substantial portion of current period contract commissions, offset by the amortization of prior period commissions. |
3. | For the three months and year ended December 31, 2011, the Company previously reported FFO and FAD including a deduction for rental home depreciation expense. To conform with the 2012 presentation of FFO and FAD, rental home depreciation expense was added back to previously reported FFO and FAD for the three months and year ended December 31, 2011. |
4. | See definition of FFO and FAD page 21. |
5. | FFO adjusted to include a deduction for depreciation expense on rental homes would have been $48.6 million, or $1.07 per fully diluted share, and $43.5 million, or $0.96 per fully diluted share, for the three months ending December 31, 2012 and 2011, respectively, and $203.9 million, or $4.49 per fully diluted share, and $143.2 million, or $3.55 per fully diluted share, for the year ended December 31, 2012 and 2011, respectively. |
Consolidated Income from Property Operations (1) |
Three Months Ended | Year Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Community base rental income (2) | $ | 104.4 | $ | 99.1 | $ | 414.2 | $ | 318.9 | |||||||
Rental home income | 4.0 | 2.7 | 14.1 | 8.0 | |||||||||||
Resort base rental income (3) | 29.8 | 28.6 | 134.3 | 130.5 | |||||||||||
Right-to-use annual payments | 11.6 | 12.1 | 47.7 | 49.1 | |||||||||||
Right-to-use contracts current period, gross | 3.8 | 4.8 | 13.4 | 17.9 | |||||||||||
Utility and other income | 14.3 | 13.8 | 64.4 | 53.8 | |||||||||||
Property operating revenues | 167.9 | 161.1 | 688.1 | 578.2 | |||||||||||
Property operating, maintenance, and real estate taxes | 65.2 | 63.3 | 274.6 | 238.2 | |||||||||||
Rental home operating and maintenance | 2.2 | 1.8 | 7.4 | 4.9 | |||||||||||
Sales and marketing, gross | 3.0 | 2.9 | 10.8 | 11.2 | |||||||||||
Property operating expenses | 70.4 | 68.0 | 292.8 | 254.3 | |||||||||||
Income from property operations | $ | 97.5 | $ | 93.1 | $ | 395.3 | $ | 323.9 | |||||||
Manufactured home site figures and occupancy averages: | |||||||||||||||
Total sites | 74,116 | 71,828 | 74,107 | 55,709 | |||||||||||
Occupied sites | 66,368 | 63,886 | 66,180 | 49,847 | |||||||||||
Occupancy % | 89.5 | % | 88.9 | % | 89.3 | % | 89.5 | % | |||||||
Monthly base rent per site | $ | 524 | $ | 517 | $ | 522 | $ | 533 | |||||||
Core total sites | 44,101 | 44,104 | 44,102 | 44,104 | |||||||||||
Core occupied sites | 40,462 | 40,215 | 40,333 | 40,094 | |||||||||||
Core occupancy % | 91.7 | % | 91.2 | % | 91.5 | % | 90.9 | % | |||||||
Core monthly base rent per site | $ | 570 | $ | 557 | $ | 567 | $ | 554 | |||||||
Resort base rental income: | |||||||||||||||
Annual | $ | 22.4 | $ | 21.3 | $ | 87.2 | $ | 83.3 | |||||||
Seasonal | 4.1 | 4.0 | 21.1 | 20.7 | |||||||||||
Transient | 3.3 | 3.3 | 26.0 | 26.5 | |||||||||||
Total resort base rental income | $ | 29.8 | $ | 28.6 | $ | 134.3 | $ | 130.5 |
1. | See page 6 for a complete Income Statement. The line items that the Company includes in property operating revenues and property operating expenses are also individually included in our Consolidated Income Statement. Excludes property management expenses and the GAAP deferral of right-to-use contract upfront payments and related commissions, net. |
2. | See manufactured home site figures and occupancy averages table above. |
3. | See resort base rental income table included below within this table. |
2012 Core Income from Property Operations (1) |
Three Months Ended | Year Ended | |||||||||||||||||||||
December 31, | % | December 31, | % | |||||||||||||||||||
2012 | 2011 | Change (2) | 2012 | 2011 | Change (2) | |||||||||||||||||
Community base rental income (3) | $ | 69.2 | $ | 67.2 | 2.9 | % | $ | 274.4 | $ | 266.6 | 2.9 | % | ||||||||||
Rental home income | 2.2 | 1.7 | 25.2 | % | 8.1 | 6.3 | 28.2 | % | ||||||||||||||
Resort base rental income (4) | 29.6 | 28.6 | 3.7 | % | 133.7 | 130.4 | 2.5 | % | ||||||||||||||
Right-to-use annual payments | 11.6 | 12.1 | (4.4 | )% | 47.7 | 49.1 | (3.0 | )% | ||||||||||||||
Right-to-use contracts current period, gross | 3.8 | 4.8 | (21.2 | )% | 13.4 | 17.9 | (24.8 | )% | ||||||||||||||
Utility and other income (5) | 11.2 | 11.2 | 0.2 | % | 51.7 | 49.6 | 4.2 | % | ||||||||||||||
Property operating revenues (6) | 127.6 | 125.6 | 1.5 | % | 529.0 | 519.9 | 1.8 | % | ||||||||||||||
Property operating, maintenance, and real estate taxes | 52.4 | 51.8 | 1.3 | % | 221.3 | 219.1 | 1.0 | % | ||||||||||||||
Rental home operating and maintenance | 1.6 | 1.3 | 16.2 | % | 4.7 | 3.9 | 19.7 | % | ||||||||||||||
Sales and marketing, gross | 3.0 | 2.9 | 2.3 | % | 10.8 | 11.2 | (3.4 | )% | ||||||||||||||
Property operating expenses (6) | 57.0 | 56.0 | 1.7 | % | — | 236.8 | 234.2 | 1.1 | % | |||||||||||||
Income from property operations (6) | $ | 70.6 | $ | 69.6 | 1.4 | % | $ | 292.2 | $ | 285.7 | 2.3 | % | ||||||||||
Occupied sites (7) | 40,536 | 40,258 | ||||||||||||||||||||
Core manufactured home site figures and occupancy averages: | ||||||||||||||||||||||
Total sites | 44,101 | 44,104 | 44,102 | 44,104 | ||||||||||||||||||
Occupied sites | 40,462 | 40,215 | 40,333 | 40,094 | ||||||||||||||||||
Occupancy % | 91.7 | % | 91.2 | % | 91.5 | % | 90.9 | % | ||||||||||||||
Monthly base rent per site | $ | 570 | $ | 557 | $ | 567 | $ | 554 | ||||||||||||||
Resort base rental income: | ||||||||||||||||||||||
Annual | $ | 22.3 | $ | 21.3 | 4.7 | % | $ | 86.7 | $ | 83.3 | 4.1 | % | ||||||||||
Seasonal | 4.1 | 4.0 | 1.6 | % | 21.0 | 20.7 | 1.5 | % | ||||||||||||||
Transient | 3.2 | 3.3 | (0.6 | )% | 26.0 | 26.4 | (1.6 | )% | ||||||||||||||
Total resort base rental income | $ | 29.6 | $ | 28.6 | 3.7 | % | $ | 133.7 | $ | 130.4 | 2.5 | % |
1. | 2012 Core properties include properties we owned and operated during all of 2011 and 2012. Excludes property management expenses and the GAAP deferral of right-to-use contract upfront payments and related commissions, net. |
2. | Calculations prepared using unrounded numbers. |
3. | See core manufactured home site figures and occupancy averages table above. |
4. | See resort base rental income table included below within this table. |
5. | During the year ended December 31, 2012, the Company recognized approximately $2.1 million of cable service prepayments due to the bankruptcy of a third-party cable service provider at certain of the properties. |
6. | Growth rate excluding cable service prepayments, right-to-use contract sales and sales and marketing expenses is 2.3%, 1.3%, and 3.0% for property operating revenues, property operating expenses, and income from property operations, respectively, for the year ended December 31, 2012. |
7. | Occupied sites have increased by 278 from 40,258 at December 31, 2011. |
2011 Acquisitions - Income from Property Operations (1) |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Community base rental income | $ | 35.2 | $ | 31.9 | $ | 139.8 | $ | 52.2 | ||||||||
Rental home income | 1.8 | 1.0 | 5.9 | 1.6 | ||||||||||||
Resort base rental income | 0.1 | — | 0.5 | 0.1 | ||||||||||||
Utility income and other property income | 3.2 | 2.6 | 12.8 | 4.3 | ||||||||||||
Property operating revenues | 40.3 | 35.5 | 159.0 | 58.2 | ||||||||||||
Property operating, maintenance, and real estate taxes | 12.6 | 11.5 | 53.1 | 19.0 | ||||||||||||
Rental home operating and maintenance | 0.7 | 0.4 | 2.7 | 1.0 | ||||||||||||
Property operating expenses | 13.3 | 11.9 | 55.8 | 20.0 | ||||||||||||
Income from property operations | $ | 27.0 | $ | 23.6 | $ | 103.2 | $ | 38.2 | ||||||||
Occupied sites | 25,945 | 25,751 | ||||||||||||||
Total Acquisition | Michigan | Total less | ||||||||||||||
Portfolio | only | Michigan | ||||||||||||||
Average Occupancy for the Three Months Ended December 31, 2012 | ||||||||||||||||
Total sites | 30,015 | 5,874 | 24,141 | |||||||||||||
Occupied sites | 25,906 | 4,074 | 21,832 | |||||||||||||
Occupancy % | 86.3 | % | 69.4 | % | 90.4 | % | ||||||||||
Monthly base rent per occupied site | $ | 453 | $ | 456 | $ | 452 | ||||||||||
Average Occupancy for the Year Ended December 31, 2012 (2) | ||||||||||||||||
Total sites | 30,005 | 5,874 | 24,131 | |||||||||||||
Occupied sites | 25,847 | 4,044 | 21,803 | |||||||||||||
Occupancy % | 86.1 | % | 68.8 | % | 90.4 | % | ||||||||||
Monthly base rent per occupied site | $ | 451 | $ | 455 | $ | 450 |
1. | Represents actual performance of 75 Acquisition Properties acquired by the Company during the last six months of 2011. Excludes property management expenses. |
2. | Occupancy as of December 31, 2012 was 25,945, an increase of 194 sites from 25,751 at December 31, 2011. |
Income from Rental Home Operations (1) |
Three Months Ended | Year Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Manufactured homes: | |||||||||||||||
New home | $ | 5.2 | $ | 3.6 | $ | 18.4 | $ | 12.4 | |||||||
Used home | 8.8 | 7.0 | 31.8 | 19.5 | |||||||||||
Rental operations revenues (1) | 14.0 | 10.6 | 50.2 | 31.9 | |||||||||||
Rental operations expense | (2.2 | ) | (1.8 | ) | (7.4 | ) | (4.9 | ) | |||||||
Income from rental operations, before depreciation | 11.8 | 8.8 | 42.8 | 27.0 | |||||||||||
Depreciation on rental homes | (1.7 | ) | (1.2 | ) | (6.1 | ) | (4.3 | ) | |||||||
Income from rental operations, after depreciation | $ | 10.1 | $ | 7.6 | $ | 36.7 | $ | 22.7 | |||||||
Occupied rentals: | |||||||||||||||
New | |||||||||||||||
Core | 1,725 | 1,336 | |||||||||||||
Acquisitions | 165 | 16 | |||||||||||||
Used | |||||||||||||||
Core | 2,140 | 1,937 | |||||||||||||
Acquisitions | 1,794 | 1,134 | |||||||||||||
As of | |||||||||||||||
December 31, 2012 | December 31, 2011 | ||||||||||||||
Cost basis in rental homes (2): | Gross | Net of Depreciation | Gross | Net of Depreciation | |||||||||||
New | |||||||||||||||
Core | $ | 101.3 | $ | 91.8 | $ | 82.9 | $ | 76.4 | |||||||
Acquisitions | 6.9 | 6.7 | 1.7 | 1.7 | |||||||||||
Used | |||||||||||||||
Core | 36.6 | 31.2 | 29.9 | 26.2 | |||||||||||
Acquisitions | 39.1 | 37.4 | 28.9 | 28.5 | |||||||||||
Total rental homes | $ | 183.9 | $ | 167.1 | $ | 143.4 | $ | 132.8 |
1. | For the three months ended December 31, 2012 and 2011, approximately $10.0 million and $7.9 million, respectively, are included in Community base rental income in the Consolidated Income from Property Operations table on page 8. For the years ended December 31, 2012 and 2011, approximately $36.2 million and $23.9 million, respectively, are included in Community base rental income in the Consolidated Income from Property Operations table on page 8. The remainder of the rental operations revenue is included in the caption “Rental home income” in the Consolidated Income from Property Operations table on page 8. |
2. | Includes both occupied and unoccupied rental homes. |
Total Sites and Home Sales |
Summary of Total Sites as of December 31, 2012 | |||||||||||||||
Sites | |||||||||||||||
Community sites | 74,100 | ||||||||||||||
Resort sites: | |||||||||||||||
Annuals | 22,800 | ||||||||||||||
Seasonal | 9,000 | ||||||||||||||
Transient | 9,600 | ||||||||||||||
Membership (1) | 24,100 | ||||||||||||||
Joint Ventures (2) | 3,100 | ||||||||||||||
Total | 142,700 | ||||||||||||||
Home Sales - Select Data | |||||||||||||||
Three Months Ended | Year Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
New Home Sales Volume (3) | 15 | 11 | 34 | 51 | |||||||||||
New Home Sales Gross Revenues | $ | 660 | $ | 612 | $ | 1,698 | $ | 2,278 | |||||||
Used Home Sales Volume (4) | 349 | 290 | 1,412 | 893 | |||||||||||
Used Home Sales Gross Revenues | $ | 2,025 | $ | 1,195 | $ | 6,868 | $ | 3,810 | |||||||
Brokered Home Resales Volume | 200 | 162 | 914 | 711 | |||||||||||
Brokered Home Resale Revenues, net | $ | 252 | $ | 198 | $ | 1,174 | $ | 806 |
1. | Sites primarily utilized by approximately 97,000 members. Includes approximately 4,300 sites rented on an annual basis. |
2. | Joint venture income is included in Equity in income from unconsolidated joint ventures. |
3. | The year ended December 31, 2011, includes three third-party dealer sales. |
4. | The year ended December 31, 2011, includes one third-party dealer sale. |
2013 Guidance - Selected Financial Data (1) |
Year Ended | |||
December 31, 2013 | |||
Income from property operations - 2013 Core (2) | $ | 406.3 | |
Income from property operations - 2012 Acquisition (3) | 2.0 | ||
Property management and general and administrative | (65.8 | ) | |
Other income and expenses (4) | 16.8 | ||
Financing costs and other | (129.7 | ) | |
Funds from operations (FFO) (5) | 229.6 | ||
Depreciation on real estate and other | (101.2 | ) | |
Depreciation on rental homes | (6.5 | ) | |
Deferral of right-to-use contract sales revenue and commission, net | (3.8 | ) | |
Income allocated to OP units | (9.7 | ) | |
Net income available to common shares | $ | 108.4 | |
Net income per common share - fully diluted (6) | $2.49 - 2.69 | ||
FFO per share - fully diluted | $4.94 - $5.14 | ||
Weighted average shares outstanding - fully diluted | 45.6 |
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 FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions are incorrect. |
2. | See page 15 for 2013 Core Guidance Assumptions. Amount represents Core income from property operations from the 2013 Core Properties in 2012 of $395.4 million multiplied by an estimated growth rate of 2.7%. |
3. | See page 16 for 2012 Acquisition Assumptions in 2013. |
4. | See page 17 for 2011 Acquired Chattel Loan Assumptions. |
5. | See page 21 for definition of FFO. |
6. | Net income per fully diluted common share is calculated before Income allocated to OP Units. |
First Quarter 2013 Guidance - Selected Financial Data (1) |
Three Months Ended | |||
March 31, 2013 | |||
Income from property operations - 2013 Core (2) | $ | 106.8 | |
Income from property operations - 2012 Acquisition (3) | 0.9 | ||
Property management and general and administrative | (16.7 | ) | |
Other income and expenses | 5.1 | ||
Financing costs and other | (32.6 | ) | |
Funds from operations (FFO) (4) | 63.5 | ||
Depreciation on real estate and other | (25.3 | ) | |
Depreciation on rental homes | (1.6 | ) | |
Deferral of right-to-use contract sales revenue and commission, net | (0.7 | ) | |
Income allocated to OP units | (3.0 | ) | |
Net income available to common shares | $ | 32.9 | |
Net income per common share - fully diluted (5) | $0.74 - $0.84 | ||
FFO per share - fully diluted | $1.35 - $1.45 | ||
Weighted average shares outstanding - fully diluted | 45.5 |
1. | Each line item represents the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome. Actual FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions are incorrect. |
2. | See page 15 for Core Guidance Assumptions. Amount represents Core Income from property operations for the 2013 Core Properties in 2012 for the three months ended March 31, 2012 of $103.8 million multiplied by an estimated growth rate of 2.9%. |
3. | See page 16 for 2012 Acquisition Assumptions in 2013. |
4. | See page 21 for definition of FFO. |
5. | Net income per fully diluted common share is calculated before Income allocated to OP Units. |
2013 Core (1) |
Guidance Assumptions - Income from Property Operations |
Year Ended | 2013 | Three Months Ended | First Quarter 2013 | ||||||||||
December 31, 2012 | Growth Factors (2) | March 31, 2012 | Growth Factors (2) | ||||||||||
Community base rental income | $ | 414.2 | 2.6 | % | $ | 102.9 | 2.6 | % | |||||
Rental home income | 14.1 | 27.3 | % | 3.0 | 33.9 | % | |||||||
Resort base rental income (3) | 134.3 | 1.8 | % | 37.6 | 1.4 | % | |||||||
Right-to-use annual payments | 47.7 | (0.9 | )% | 11.8 | (1.6 | )% | |||||||
Right-to-use contracts current period, gross | 13.4 | 3.5 | % | 2.2 | 25.4 | % | |||||||
Utility and other income | 64.3 | (0.5 | )% | 16.5 | 2.1 | % | |||||||
Property operating revenues (4) | 688.0 | 2.5 | % | 174.0 | 2.9 | % | |||||||
Property operating, maintenance, and real estate taxes | (274.4 | ) | 1.7 | % | (67.0 | ) | 1.3 | % | |||||
Rental home operating and maintenance | (7.4 | ) | 14.2 | % | (1.6 | ) | 22.4 | % | |||||
Sales and marketing, gross | (10.8 | ) | 2.7 | % | (1.6 | ) | 43.0 | % | |||||
Property operating expenses (4) | (292.6 | ) | 2.1 | % | (70.2 | ) | 2.8 | % | |||||
Income from property operations (4) | $ | 395.4 | 2.7 | % | $ | 103.8 | 2.9 | % | |||||
Resort base rental income: | |||||||||||||
Annual | $ | 87.2 | 2.9 | % | $ | 21.3 | 2.4 | % | |||||
Seasonal | 21.1 | 0.1 | % | 11.6 | — | % | |||||||
Transient | 26.0 | (0.1 | )% | 4.7 | — | % | |||||||
Total resort base rental income | $ | 134.3 | 1.8 | % | $ | 37.6 | 1.4 | % |
1. | 2013 Core properties include properties we expect to own and operate during all of 2012 and 2013. Excludes property management expenses and the GAAP deferral of right to use contract upfront payments and related commissions, net. |
2. | Management’s estimate of the growth of property operations in the 2013 Core Properties compared to actual 2012 performance. Represents our estimate of the mid-point of a range of possible outcomes. Calculations prepared using unrounded numbers. |
3. | See resort base rental income table included below within this table. |
4. | Growth rate excluding right-to-use contracts-current period gross sales is 2.4%, 2.1%, and 2.7% for property operating revenues, property operating expenses, and income from property operations, respectively for the year ended December 31, 2012. |
2012 Acquisition Assumptions in 2013 (1) |
Year Ended | Three Months Ended | ||||||
December 31, 2013 | March 31, 2013 | ||||||
Resort base rental income | $ | 5.2 | $ | 1.8 | |||
Utility income and other property income | 0.6 | 0.3 | |||||
Property operating revenues | 5.8 | 2.1 | |||||
Property operating, maintenance, and real estate taxes | (3.8 | ) | (1.2 | ) | |||
Property operating expenses | (3.8 | ) | (1.2 | ) | |||
Income from property operations | $ | 2.0 | $ | 0.9 |
1. | Each line item represents our estimate of the mid-point of a possible range of outcomes and reflects management's best estimate of the most likely outcome for the Acquisition Properties. Actual income from property operations for the Acquisition Properties could vary materially from amounts presented above if any of our assumptions are incorrect. |
2011 Acquired Chattel Loan Assumptions |
2013 | |||||||
Contractual cash flows to maturity beginning January 1, | $ | 133.7 | |||||
Expected cash flows to maturity beginning January 1, | 52.5 | ||||||
Expected interest income to maturity beginning January 1, | 26.8 | ||||||
Actual through | 2013 Guidance | ||||||
December 31, 2012 | Assumptions | ||||||
Default rate | 23 | % | 24 | % | |||
Recoveries as percentage of defaults | 26 | % | 25 | % | |||
Yield | 19 | % | 21 | % | |||
Average carrying amount of loans | $ | 30.1 | $ | 21.6 | |||
Contractual principal pay downs | 4.6 | 3.0 | |||||
Contractual interest income | 6.2 | 5.6 | |||||
Expected cash flows applied to principal | 5.0 | 2.6 | |||||
Expected cash flows applied to interest income | 5.8 | 4.6 |
Balance Sheet |
December 31, 2012 | December 31, | ||||||
Selected Balance Sheet Data | (unaudited) | 2011 | |||||
Net investment in real estate | $ | 3,207,859 | $ | 3,265,447 | |||
Cash | 37,140 | 70,460 | |||||
Total assets | 3,398,226 | 3,497,321 | |||||
Mortgage notes payable | 2,069,866 | 2,084,683 | |||||
Term loan | 200,000 | 200,000 | |||||
Unsecured lines of credit (1) | — | — | |||||
Total liabilities | 2,473,924 | 2,498,041 | |||||
8.034% Series A Cumulative Redeemable Perpetual Preferred Stock (2) | — | 200,000 | |||||
6.75% Series C Cumulative Redeemable Perpetual Preferred Stock | 136,144 | — | |||||
Total common equity | 788,159 | 799,280 |
1. | As of December 31, 2012, the Company had an unsecured line of credit with a borrowing capacity of $380.0 million which accrued interest at a rate of LIBOR plus 1.40% to 2.00% per annum and contained a 0.25% to 0.40% facility fee. The unsecured line of credit matures on September 15, 2016 and has a one-year extension option. |
2. | On October 18, 2012, the Company redeemed all of the 2,554,235 remaining shares of the Series A Preferred Stock including accrued and unpaid dividends for approximately $64.1 million. |
Right-To-Use Membership - Select Data |
Year Ended December 31, | |||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 (1) | |||||||||||||||
Member Count (2) | 105,850 | 102,726 | 99,567 | 96,687 | 95,000 | ||||||||||||||
Right-to-use annual payments (3) | $ | 50,765 | $ | 49,831 | $ | 49,122 | $ | 47,662 | $ | 47,200 | |||||||||
Number of Zone Park Passes (ZPP's) (4) | — | 4,487 | 7,404 | 10,198 | 12,000 | ||||||||||||||
Number of annuals (5) | 2,484 | 3,062 | 3,555 | 4,280 | 4,600 | ||||||||||||||
Resort base rental income from annuals | $ | 5,950 | $ | 6,712 | $ | 8,069 | $ | 9,585 | $ | 10,500 | |||||||||
Number of upgrades (6) | 3,379 | 3,659 | 3,930 | 3,069 | 3,100 | ||||||||||||||
Upgrade contract initiations (7) | $ | 15,372 | $ | 17,430 | $ | 17,663 | $ | 13,431 | $ | 13,800 | |||||||||
Resort base rental income from seasonals/transients | $ | 10,121 | $ | 10,967 | $ | 10,852 | $ | 11,042 | $ | 11,300 | |||||||||
Utility and other income | $ | 1,883 | $ | 2,059 | $ | 2,444 | $ | 2,407 | $ | 2,300 |
1. | Guidance estimate. |
2. | Members have entered into right-to-use contracts with the Company which entitle them to use certain properties on a continuous basis for up to 21 days. |
3. | The year ended December 31, 2012 and 2013, includes $0.1 million and $1.1 million, respectively, of right-to-use annual payments related to memberships activated through the Company's dealer program. |
4. | Zone Park Passes (ZPP’s) allow access to up to four zones of the United States and require annual payments. |
5. | Members that renew their right-to-use contracts annually and pay an annual rate for the right to use a specific site. |
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. | Sales revenues associated with contract upgrades, included in the line item Right-to-use contracts current period, gross, on the Company’s Income Statement on page 6. |
Debt Maturity Schedule (1) |
Year | Amount | |||
2013 | $ | 74 | ||
2014 | 133 | |||
2015 | 592 | |||
2016 | 229 | |||
2017 | 91 | |||
2018 | 205 | |||
2019 | 215 | |||
2020 | 138 | |||
2021+ | 368 | |||
$ | 2,045 |
1. | Represents the Company’s mortgage notes payable excluding $24.6 million net note premiums, and the Company’s $200 million term loan as of December 31, 2012. For the three months ended December 31, 2012, including the Company's $200 million term loan, the weighted average interest rate of the outstanding debt presented above, including amortization, is approximately 5.3% and the weighted average maturity is 5.0 years. |
Non-GAAP Financial Measures |