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3Q13 Earnings Release


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: October 21, 2013
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)


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)

(312) 279-1400
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

 







Item 2.02        Results of Operations and Financial Condition

On October 21, 2013, Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) issued a news release announcing the results of operations for the three and nine months ended September 30, 2013.

The news release also contains detailed guidance assumptions on our projections for 2013 and 2014. We project our normalized funds from operations (“Normalized FFO”) per share (fully diluted) for the three months ending December 31, 2013 and year ending December 31, 2013, to be between $0.56 and $0.62 and $2.48 and $2.54, respectively. Our preliminarily guidance range for our Normalized FFO per share (fully diluted) for the year ending December 31, 2014 is between $2.61 and $2.71.

We also project our funds from operations (“FFO”) per share (fully diluted) for the three months ending December 31, 2013 and year ending December 31, 2013, to be between $0.56 and $0.62 and $2.05 and $2.11, respectively. Our preliminarily guidance range for our FFO per share (fully diluted) for the year ending December 31, 2014 is between $2.61 and $2.71.

We also project our net income per share (fully diluted) for the three months ending December 31, 2013 and year ending December 31, 2013, to be between $0.24 and $0.30 and $1.23 and $1.29, respectively. Our preliminarily guidance range for our net income per share (fully diluted) for the year ending December 31, 2014 is between $1.35 and $1.45.

The projected 2013 and 2014 per share amounts represent a range of possible outcomes and the mid-point of each range reflects management's best estimate of the most likely outcome. Actual figures could vary materially from these amounts if any of our assumptions is incorrect. The news release is furnished as Exhibit 99.1 to this report on Form 8-K. The news release was also posted on our website, www.equitylifestyle.com, on October 21, 2013.

Item 7.01        Regulation FD Disclosure

Our annualized dividend for 2013 is $1.00 per common share (adjusted for stock split). At the next quarterly Board of Directors meeting, our management intends to recommend an increase of $0.30 per common share to the annual dividend for 2014 for a total dividend of $1.30 per common share. Our Board of Directors has the sole discretion to approve an increase of the dividend and therefore there can be no assurance that this increase will be approved.

The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.

This report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our recent acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our properties (including those that we may acquire);
our ability to maintain historical rental rates and occupancy with respect to properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our assumptions and guidance concerning 2013 estimated net income, FFO and Normalized FFO;
our ability to manage counterparty risk;
in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single family housing and not manufactured housing;
the completion of transactions in their entirety and future transactions, if any, and timing and effective integration with respect thereto;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;





the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” and
other risks indicated from time to time in our filings with the Securities and Exchange Commission.
    
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 9.01        Financial Statements and Exhibits

(d) Exhibits

The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant's annual and quarterly reports filed with the Securities and Exchange Commission.

Exhibit 99.1
Equity LifeStyle Properties, Inc. press release dated October 21, 2013, “ELS Reports Third Quarter Results”







SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC.

By:/s/ Paul Seavey
Paul Seavey
Senior Vice President, Chief Financial Officer and
Treasurer

Date: October 22, 2013



Press Release 3Q13


N E W S R E L E A S E




CONTACT: Paul Seavey                             FOR IMMEDIATE RELEASE
(312) 279-1488                                     October 21, 2013
                                                                                                                    
ELS REPORTS THIRD QUARTER RESULTS
Strong Core Performance; Presents 2014 Guidance

CHICAGO, IL – October 21, 2013 – Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,” “us,” and “our”) today announced results for the quarter and nine months ended September 30, 2013. All per share results are reported on a fully diluted basis unless otherwise noted.
Financial Results for the Quarter Ended September 30, 2013
Normalized Funds from Operations (“Normalized FFO”) increased $6.8 million, or $0.07 per common share, to $59.4 million, or $0.65 per common share, compared to $52.6 million, or $0.58 per common share, for the same period in 2012. Funds from Operations (“FFO”) decreased $32.8 million, or $0.36 per common share, to $20.4 million, or $0.22 per common share, compared to $53.2 million, or $0.58 per common share, for the same period in 2012. Net income available for common stockholders increased $13.9 million, or $0.17 per common share, to $29.9 million, or $0.36 per common share, compared to $16.0 million, or $0.19 per common share, for the same period in 2012. Net income available for stockholders was impacted by the $40.6 million gain on sale of the Michigan properties, offset by the early debt retirement expenses of $36.5 million.
Portfolio Performance
For the quarter ended September 30, 2013, property operating revenues, excluding deferrals, increased $8.5 million to $178.9 million compared to $170.4 million for the same period in 2012. For the nine months ended September 30, 2013, property operating revenues, excluding deferrals, increased $21.9 million to $524.3 million compared to $502.4 million for the same period in 2012. For the quarter ended September 30, 2013, income from property operations, excluding deferrals, increased $4.6 million to $99.8 million compared to $95.2 million for the same period in 2012. For the nine months ended September 30, 2013, income from property operations, excluding deferrals, increased $11.4 million to $298.4 million compared to $287.0 million for the same period in 2012.
For the quarter ended September 30, 2013, Core property operating revenues increased approximately 3.5 percent and income from Core property operations increased approximately 3.3 percent compared to the same period in 2012. For the nine months ended September 30, 2013, Core property operating revenues increased approximately 3.1 percent and income from Core property operations increased approximately 2.9 percent compared to the same period in 2012.

1



Balance Sheet
We closed on $237.1 million of financing proceeds during the quarter as part of our $430 million long-term refinancing plan. These loans have a weighted average maturity of 20 years and bear a weighted average interest rate of 4.28 percent per annum. In connection with the refinancing, we defeased 27 mortgages during the quarter totaling $295.3 million with a weighted average interest rate of 5.66 percent per annum which were set to mature in 2014 and 2015. In addition, we paid off $60.7 million in mortgages with a weighted average interest rate of 6.02 percent per annum which were set to mature in 2013. We paid a $36.5 million premium for the early retirement of the mortgages.
Interest coverage, was approximately 3.2 times in the quarter. Our cash balance as of September 30, 2013 was approximately $51.5 million. Expanded disclosure on our balance sheet and debt statistics are included in the tables below.
As of October 21, 2013, we own or have an interest in 376 quality properties in 32 states and British Columbia consisting of 138,869 sites. We are a self-administered, self-managed real estate investment trust (“REIT”) with headquarters in Chicago.
A live webcast of our conference call discussing these results will be available via our website in the Investor Information section at www.equitylifestyle.com at 10:00 a.m. Central Time on October 22, 2013.
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our recent acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our properties (including those that we may acquire);
our ability to maintain historical rental rates and occupancy with respect to properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our assumptions and guidance concerning 2013 estimated net income, FFO and Normalized FFO;
our ability to manage counterparty risk;
in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single family housing and not manufactured

2



housing;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” and
other risks indicated from time to time in our filings with the Securities and Exchange Commission.
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
Tables follow:


3



Third Quarter 2013 - Selected Financial Data

(In millions, except per share data, unaudited)

 
Quarter Ended
 
September 30, 2013
Income from property operations - 2013 Core (1)
$
98.4

Income from property operations - Acquisitions (2)
1.4

Income from discontinued operations
1.0

Property management and general and administrative (excluding transaction costs)
(16.1
)
Other income and expenses
6.3

Financing costs and other
(31.6
)
Normalized FFO (3)
59.4

Change in fair value of contingent consideration asset (4)
(1.0
)
Transaction costs
(1.5
)
Early debt retirement
(36.5
)
FFO (3) (5)
$
20.4

 
 
Normalized FFO per share - fully diluted
$
0.65

FFO per share - fully diluted
$
0.22

 
 
 
 
Normalized FFO (3)
$
59.4

Non-revenue producing improvements to real estate
(5.7
)
Funds available for distribution (FAD) (3)
$
53.7

 
 
FAD per share - fully diluted
$
0.59

 
 
Weighted average shares outstanding - fully diluted
91.3

 
 









___________________________
1.
See page 8 for details of the 2013 Core Income from Property Operations.
2.
See page 9 for details of the Income from Property Operations for the properties acquired during 2012 and 2013 (the “Acquisitions”).
3.
See page 6 for a reconciliation of Net income available for Common Shares to FFO, Normalized FFO and FAD. See definitions of FFO, Normalized FFO and FAD on page 23.
4.
Represents the change in fair value of the net asset described in the following sentences. We own both a fee interest and a ground leasehold interest in a 2,200 site property. The ground lease provides a purchase option to the lessee and a put option to the lessor. Either option may be exercised upon the death of the fee holder. We are the beneficiary of an escrow funded by the seller consisting of approximately 167,400 shares of our common stock as of September 30, 2013. The escrow was established to protect us from future scheduled ground lease payment increases as well as scheduled increases in the option purchase price over time. The current fair value estimate of the escrow is approximately $4.5 million. We revalue the asset based on the market value of our common stock as of each reporting date and recognize in earnings any increase or decrease in fair value of the escrow.
5.
Third quarter 2013 FFO adjusted to include a deduction for depreciation expense on rental homes would have been $18.7 million, or $0.21 per fully diluted share.

4



Consolidated Income Statement

(In thousands, unaudited)
 
Quarters Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Community base rental income
$
103,157

 
$
98,752

 
$
305,401

 
$
295,185

Rental home income
3,584

 
3,055

 
10,576

 
8,422

Resort base rental income
39,932

 
36,516

 
113,868

 
104,503

Right-to-use annual payments
12,323

 
12,115

 
35,889

 
36,087

Right-to-use contracts current period, gross
3,707

 
4,494

 
9,899

 
9,680

Right-to-use contracts, deferred, net of prior period amortization
(1,856
)
 
(2,788
)
 
(4,446
)
 
(4,680
)
Utility and other income
16,224

 
15,499

 
48,694

 
48,559

Gross revenues from home sales
5,415

 
1,660

 
12,328

 
5,585

Brokered resale revenue and ancillary services revenues, net
1,395

 
990

 
4,122

 
3,211

Interest income
2,200

 
2,120

 
6,173

 
6,132

Income from other investments, net (1)
1,885

 
2,651

 
5,989

 
5,708

    Total revenues
187,966

 
175,064

 
548,493

 
518,392

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
61,782

 
58,586

 
175,183

 
168,444

Rental home operating and maintenance
1,950

 
1,713

 
5,307

 
4,407

Real estate taxes
11,584

 
11,362

 
35,873

 
34,729

Sales and marketing, gross
3,842

 
3,573

 
9,536

 
7,848

Sales and marketing, deferred commissions, net
(706
)
 
(1,277
)
 
(1,824
)
 
(2,174
)
Property management
10,077

 
9,358

 
30,380

 
28,305

Depreciation on real estate assets and rental homes
26,460

 
25,579

 
81,793

 
76,525

Amortization of in-place leases
485

 
7,394

 
803

 
38,659

Cost of home sales
5,137

 
1,804

 
11,837

 
6,485

Home selling expenses
563

 
325

 
1,544

 
1,051

General and administrative (2)
7,606

 
6,402

 
21,261

 
19,317

Early debt retirement
36,530

 

 
37,911

 

Rent control initiatives and other
521

 
221

 
2,377

 
1,067

Interest and related amortization
29,206

 
31,508

 
89,706

 
93,035

    Total expenses
195,037

 
156,548

 
501,687

 
477,698

(Loss) income from continuing operations before equity in income of unconsolidated joint ventures
(7,071
)
 
18,516

 
46,806

 
40,694

Equity in income of unconsolidated joint ventures
439

 
269

 
1,624

 
1,524

    Consolidated (loss) income from continuing operations
(6,632
)
 
18,785

 
48,430

 
42,218

 
 
 
 
 
 
 
 
Discontinued Operations:
 
 
 
 
 
 
 
Net income from discontinued operations
982

 
2,707

 
7,215

 
3,226

Gain on sale of property, net of tax
40,586

 

 
41,544

 

    Income from discontinued operations
41,568

 
2,707

 
48,759

 
3,226

    Consolidated net income
34,936

 
21,492

 
97,189

 
45,444

 
 
 
 
 
 
 
 
Income allocated to non-controlling interest-Common OP Units
(2,753
)
 
(1,503
)
 
(7,483
)
 
(2,891
)
Series A Redeemable Perpetual Preferred Stock Dividends

 
(3,393
)
 

 
(11,462
)
Series C Redeemable Perpetual Preferred Stock Dividends
(2,311
)
 
(587
)
 
(6,951
)
 
(587
)
Net income available for Common Shares
$
29,872

 
$
16,009

 
$
82,755

 
$
30,504

_________________________________________
1.
For the quarter and nine months ended September 30, 2013 includes a $1.0 million reduction and a $0.1 million increase, respectively, and for the quarter and nine months ended September 30, 2012 includes a $0.5 million increase, resulting from the change in the fair value of a contingent asset. See footnote 4 on page 4 for a detailed explanation.
2.
Includes transaction costs, see Reconciliation of Net Income to FFO, Normalized FFO and FAD on page 6.


5



Reconciliation of Net Income to FFO, Normalized FFO and FAD

(In thousands, except per share data (prior periods adjusted for stock split), unaudited)
 
Quarters Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
    Net income available for Common Shares
$
29,872

 
$
16,009

 
$
82,755

 
$
30,504

Income allocated to common OP Units
2,753

 
1,503

 
7,483

 
2,891

Right-to-use contract upfront payments, deferred, net (1)
1,856

 
2,788

 
4,446

 
4,680

Right-to-use contract commissions, deferred, net (2)
(706
)
 
(1,277
)
 
(1,824
)
 
(2,174
)
Depreciation on real estate assets
24,807

 
24,166

 
76,946

 
72,465

Depreciation on real estate assets, discontinued operations

 
715

 
1,536

 
2,094

Depreciation on rental homes 
1,653

 
1,413

 
4,847

 
4,060

Amortization of in-place leases
485

 
7,394

 
803

 
38,659

Amortization of in-place leases, discontinued operations

 
154

 

 
5,656

Depreciation on unconsolidated joint ventures
229

 
290

 
732

 
873

Gain on sale of property, net of tax
(40,586
)
 

 
(41,544
)
 

   FFO (3) (4)
$
20,363

 
$
53,155

 
$
136,180

 
$
159,708

Change in fair value of contingent consideration asset (5)
988

 
(512
)
 
(124
)
 
(512
)
Transaction costs (6)
1,540

 

 
1,740

 

Early debt retirement
36,530

 

 
37,911

 

   Normalized FFO (3)
59,421

 
52,643

 
175,707

 
159,196

Non-revenue producing improvements to real estate
(5,726
)
 
(7,691
)
 
(16,966
)
 
(20,041
)
   FAD (3)
$
53,695

 
$
44,952

 
$
158,741

 
$
139,155

 
 
 
 
 
 
 
 
(Loss) income from continuing operations per Common Share - Basic
$
(0.10
)
 
$
0.16

 
$
0.46

 
$
0.33

(Loss) income from continuing operations per Common Share - Fully Diluted
$
(0.10
)
 
$
0.16

 
$
0.46

 
$
0.33

 
 
 
 
 
 
 
 
Net income per Common Share - Basic
$
0.36

 
$
0.19

 
$
1.00

 
$
0.37

Net income per Common Share - Fully Diluted
$
0.36

 
$
0.19

 
$
0.99

 
$
0.37

 
 
 
 
 
 
 
 
FFO per Common Share - Basic
$
0.22

 
$
0.59

 
$
1.50

 
$
1.77

FFO per Common Share - Fully Diluted
$
0.22

 
$
0.58

 
$
1.49

 
$
1.76

 
 
 
 
 
 
 
 
Normalized FFO per Common Share - Basic
$
0.66

 
$
0.58

 
$
1.94

 
$
1.77

Normalized FFO per Common Share - Fully Diluted
$
0.65

 
$
0.58

 
$
1.93

 
$
1.75

 
 
 
 
 
 
 
 
FAD per Common Share - Basic
$
0.59

 
$
0.50

 
$
1.75

 
$
1.54

FAD per Common Share - Fully Diluted
$
0.59

 
$
0.49

 
$
1.74

 
$
1.53

 
 
 
 
 
 
 
 
Average Common Shares - Basic
83,021

 
82,380

 
83,023

 
82,274

Average Common Shares and OP Units - Basic
90,625

 
90,265

 
90,529

 
90,193

Average Common Shares and OP Units - Fully Diluted
91,259

 
90,894

 
91,149

 
90,836


______________________________
1.
We are required by GAAP to defer, over the estimated customer life, recognition of non-refundable upfront payments from the entry of right-to-use contracts and upgrade sales. The customer life is currently estimated to range from one to 31 years and is based upon our experience operating the membership platform since 2008 as well as historical attrition rates provided to us by the prior operator. The amount shown represents the deferral of a substantial portion of current period upgrade sales, offset by amortization of prior period sales.
2.
We are required by GAAP to defer recognition of commissions paid related to the entry of right-to-use contracts. The deferred commissions will be amortized using the same method as used for the related non-refundable upfront payments from the entry of right-to-use contracts and upgrade sales. The amount shown represents the deferral of a substantial portion of current period commissions on those contracts, offset by the amortization of prior period commissions.
3.
See definitions of FFO, Normalized FFO and FAD on page 23.
4.
FFO adjusted to include a deduction for depreciation expense on rental homes for the quarters ended September 30, 2013 and 2012 would have been $18.7 million, or $0.21 per fully diluted share, and $51.7 million, or $0.57 per fully diluted share, respectively, and for the nine months ended September 30, 2013 and 2012, would have been $131.3 million, or $1.44 per fully diluted share, and $155.7 million, or $1.71 per fully diluted share, respectively.
5.
See footnote 4 on page 4 for a detailed explanation.
6.
Included in the line item general and administrative on the Consolidated Income Statement on page 5.

6



Consolidated Income from Property Operations (1)

(In millions, except home site and occupancy figures, unaudited)
 
Quarters Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Community base rental income (2)
$
103.2

 
$
98.8

 
$
305.4

 
$
295.2

Rental home income
3.6

 
3.1

 
10.6

 
8.4

Resort base rental income (3)
39.9

 
36.5

 
113.9

 
104.5

Right-to-use annual payments
12.3

 
12.1

 
35.9

 
36.1

Right-to-use contracts current period, gross
3.7

 
4.5

 
9.9

 
9.7

Utility and other income
16.2

 
15.4

 
48.6

 
48.5

    Property operating revenues
178.9

 
170.4

 
524.3

 
502.4

 
 
 

 
 
 
 
Property operating, maintenance, and real estate taxes
73.3

 
69.9

 
211.1

 
203.2

Rental home operating and maintenance
2.0

 
1.7

 
5.3

 
4.4

Sales and marketing, gross
3.8

 
3.6

 
9.5

 
7.8

    Property operating expenses
79.1

 
75.2

 
225.9

 
215.4

Income from property operations
$
99.8

 
$
95.2

 
$
298.4

 
$
287.0

 
 
 
 
 
 
 
 
Manufactured home site figures and occupancy averages:
 
 
 
 
 
 
 
Total sites
69,585

 
68,774

 
69,047

 
68,761

Occupied sites
63,782

 
62,619

 
63,225

 
62,554

Occupancy %
91.7
%
 
91.1
%
 
91.6
%
 
91.0
%
Monthly base rent per site
$
539

 
$
526

 
$
537

 
$
524

 
 
 
 
 
 
 
 
Core total sites
68,652

 
68,646

 
68,651

 
68,633

Core occupied sites
63,019

 
62,617

 
62,971

 
62,549

Core occupancy %
91.8
%
 
91.2
%
 
91.7
%
 
91.1
%
Core monthly base rent per site
$
539

 
$
526

 
$
537

 
$
524

 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
Annual
$
23.9

 
$
22.0

 
$
70.3

 
$
64.8

Seasonal
3.1

 
2.7

 
18.0

 
17.0

Transient
12.9

 
11.8

 
25.6

 
22.7

     Total resort base rental income
$
39.9


$
36.5


$
113.9


$
104.5







_________________________
1.
See page 5 for a complete Income Statement. The line items that we include in property operating revenues and property operating expenses are also individually included in our Consolidated Income Statement. Income from property operations excludes property management expenses and the GAAP deferral of right-to-use contract upfront payments and related commissions, net.
2.
See the manufactured home site figures and occupancy averages below within this table.
3.
See resort base rental income detail included below within this table.

7



2013 Core Income from Property Operations (1)

(In millions, except home site and occupancy figures, unaudited)

 
Quarters Ended
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
%
 
September 30,
 
%
 
2013
 
2012
 
Change (2)
 
2013
 
2012
 
Change (2)
Community base rental income (3)
$
101.9

 
$
98.8

 
3.2
 %
 
$
304.1

 
$
295.2

 
3.0
 %
Rental home income
3.6

 
3.1

 
16.9
 %
 
10.6

 
8.4

 
25.4
 %
Resort base rental income (4)
38.8

 
36.5

 
6.3
 %
 
109.4

 
104.5

 
4.7
 %
Right-to-use annual payments
12.3

 
12.1

 
1.7
 %
 
35.9

 
36.1

 
(0.6
)%
Right-to-use contracts current period, gross
3.7

 
4.5

 
(17.5
)%
 
9.9

 
9.7

 
2.3
 %
Utility and other income (5)
16.1

 
15.4

 
3.9
 %
 
48.2

 
48.5

 
(0.6
)%
    Property operating revenues
176.4

 
170.4

 
3.5
 %
 
518.1

 
502.4

 
3.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
Property operating, maintenance, and real estate taxes
72.3

 
69.9

 
3.4
 %
 
207.8

 
203.1

 
2.3
 %
Rental home operating and maintenance
1.9

 
1.7

 
13.7
 %
 
5.3

 
4.4

 
20.1
 %
Sales and marketing, gross
3.8

 
3.6

 
7.5
 %
 
9.5

 
7.8

 
21.5
 %
    Property operating expenses
78.0

 
75.2

 
3.8
 %

222.6

 
215.3

 
3.4
 %
Income from property operations
$
98.4

 
$
95.2

 
3.3
 %
 
$
295.5

 
$
287.1

 
2.9
 %
Occupied sites (6)
63,100

 
62,745

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core manufactured home site figures and occupancy averages:
 
 
 
 
 
 
Total sites
68,652

 
68,646

 
 
 
68,651

 
68,633

 
 
Occupied sites
63,019

 
62,617

 
 
 
62,971

 
62,549

 
 
Occupancy %
91.8
%
 
91.2
%
 
 
 
91.7
%
 
91.1
%
 
 
Monthly base rent per site
$
539

 
$
526

 
 
 
$
537

 
$
524

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
 
 
 
 
Annual
$
22.7

 
$
22.0

 
3.9
 %
 
$
67.3

 
$
64.7

 
3.9
 %
Seasonal
3.2

 
2.7

 
16.3
 %
 
17.4

 
17.0

 
2.7
 %
Transient
12.9

 
11.8

 
8.6
 %
 
24.7

 
22.8

 
8.4
 %
        Total resort base rental income
$
38.8

 
$
36.5

 
6.3
 %
 
$
109.4

 
$
104.5

 
4.7
 %





____________________________
1.
2013 Core properties include properties we expect to own and operate during all of 2012 and 2013. Income from property operations excludes property management expenses and the GAAP deferral of right-to-use contract upfront payments and related commissions, net.
2.
Calculations prepared using actual results without rounding.
3.
See the Core manufactured home site figures and occupancy averages included below within this table.
4.
See resort base rental income detail included below within this table.
5.
During the nine months ended September 30, 2012, we recognized approximately $2.1 million of cable service prepayments due to the bankruptcy of a third-party cable service provider at certain properties.
6.
Occupied sites as of the end of the period shown. Occupied sites have increased by 224 from 62,876 at December 31, 2012.

8



Acquisitions - Income from Property Operations (1)

(In millions, unaudited)
 
Quarter Ended
 
Nine Months Ended
 
September 30,
2013
 
September 30,
2013
Community base rental income
$
1.3

 
$
1.3

Resort base rental income
1.1

 
4.5

Utility income and other property income
0.1

 
0.4

  Property operating revenues
2.5

 
6.2

 
 
 
 
  Property operating expenses
1.1

 
3.2

Income from property operations
$
1.4

 
$
3.0







































______________________
1.
Represents actual performance of two properties we acquired during 2012 and four properties we acquired during 2013. Excludes property management expenses.

9



Income from Rental Home Operations

(In millions, except occupied rentals, unaudited)
 
Quarters Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Manufactured homes:
 
 
 
 
 
 
 
New home
$
5.6

 
$
4.7

 
$
16.6

 
$
13.1

Used home
8.5

 
8.3

 
27.7

 
23.1

   Rental operations revenues (1)
14.1

 
13.0

 
44.3

 
36.2

Rental operations expense
(2.0
)
 
(1.7
)
 
(5.3
)
 
(4.4
)
   Income from rental operations, before depreciation
12.1

 
11.3

 
39.0

 
31.8

Depreciation on rental homes
(1.7
)
 
(1.4
)
 
(4.8
)
 
(4.1
)
   Income from rental operations, after depreciation
$
10.4

 
$
9.9

 
$
34.2

 
$
27.7

 
 
 
 
 
 
 
 
Occupied rentals: (2)
 
 
 
 
 
 
 
New
2,032

 
1,668

 
 
 
 
Used
3,380

 
3,119

 
 
 
 
 
As of
 
September 30, 2013
 
September 30, 2012
Cost basis in rental homes: (3)
Gross
 
Net of Depreciation
 
Gross
 
Net of Depreciation
New
$
112.6

 
$
100.4

 
$
100.6

 
$
91.9

Used
64.1

 
56.1

 
55.3

 
50.2

  Total rental homes
$
176.7

 
$
156.5

 
$
155.9

 
$
142.1



















____________________________
1.
For the quarters ended September 30, 2013 and 2012, approximately $10.5 million and $9.9 million, respectively, are included in the Community base rental income line in the Consolidated Income from Property Operations table on page 7. For the nine months ended September 30, 2013 and 2012, approximately $33.7 million and $27.8 million, respectively, are included in the Community base rental income line in the Consolidated Income from Property Operations table on page 7. The remainder of the rental operations revenue is included in the Rental home income line in the Consolidated Income from Property Operations table on page 7.
2.
Occupied rentals as of the end of the period shown.
3.
Includes both occupied and unoccupied rental homes.

10



Total Sites and Home Sales

(In thousands, except sites and home sale volumes, unaudited)
Summary of Total Sites as of September 30, 2013
 
 
 
 
 
 
 
 
 
Sites
 
 
 
 
Community sites
 
 
69,900

 
 
 
 
Resort sites:
 
 
 
 
 
 
 
    Annuals
 
 
23,200

 
 
 
 
    Seasonal
 
 
9,000

 
 
 
 
    Transient
 
 
9,600

 
 
 
 
Membership (1)
 
 
24,100

 
 
 
 
Joint Ventures (2)
 
 
3,100

 
 
 
 
Total
 
 
138,900

 
 
 
 
 
 
 
 
 
 
 
 
Home Sales - Select Data
 
 
 
 
 
 
 
 
Quarters Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
New Home Sales Volume (3)
36

 
3

 
69

 
20

New Home Sales Gross Revenues
$
1,530

 
$
141

 
$
3,269

 
$
1,038

 
 
 
 
 
 
 
 
Used Home Sales Volume
402

 
338

 
1,141

 
981

Used Home Sales Gross Revenues
$
3,885

 
$
1,519

 
$
9,059

 
$
4,547

 
 
 
 
 
 
 
 
Brokered Home Resales Volume
176

 
191

 
623

 
709

Brokered Home Resale Revenues, net
$
225

 
$
258

 
$
840

 
$
917




















__________________________
1.
Sites primarily utilized by approximately 98,700 members. Includes approximately 4,800 sites rented on an annual basis.
2.
Joint venture income is included in the Equity in income from unconsolidated joint ventures line in the Consolidated Income Statement on page 5.
3.
Includes 12 related party home sales and one third-party dealer sale for the quarter ended September 30, 2013 and 14 related party home sales and one third-party dealer sale for the nine months ended September 30, 2013. Includes one third party home sale for the quarter and nine months ended September 30, 2012.

11



2013 Guidance - Selected Financial Data (1)

Our guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2013 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases in annual payments under right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts; (vii) performance of the chattel loans purchased by us in connection with a prior acquisition; (viii) our ability to integrate and operate recent acquisitions in accordance with our estimates; (ix) completion of pending transactions in their entirety and on assumed schedule and (x) ongoing legal matters and related fees.

(In millions, except per share data unaudited)
 
Year Ended
 
December 31, 2013
Income from property operations - 2013 Core (2)
$
391.5

Income from property operations - Acquisitions (3)
4.9

Income from discontinued operations
8.8

Property management and general and administrative
(66.3
)
Other income and expenses (4)
18.2

Financing costs and other
(128.0
)
Normalized FFO (5)
229.1

Change in fair value of contingent consideration asset (6)
0.1

Transaction costs
(1.7
)
Early debt retirement
(37.9
)
FFO (5)
189.6

    Depreciation on real estate and other
(104.6
)
    Depreciation on rental homes
(6.5
)
    Depreciation on discontinued operations
(1.5
)
    Deferral of right-to-use contract sales revenue and commission, net
(3.7
)
    Income allocated to OP units
(9.7
)
    Gain on sale of property
41.5

Net income available to common shares
$
105.1

 
 
Normalized FFO per share - fully diluted
$2.48-$2.54

FFO per share - fully diluted
$2.05-$2.11

Net income per common share - fully diluted (7)
$1.23-$1.29

 
 
Weighted average shares outstanding - fully diluted
91.2



_____________________________________
1.
Each line item represents the mid-point of a range of possible outcomes and reflects management’s estimate of the most likely outcome. Actual Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
See page 14 for 2013 Core Guidance Assumptions. Amount represents 2012 income from property operations from the 2013 Core Properties of $381.0 million multiplied by an estimated growth rate of 2.8%.
3.
See page 15 for the 2013 Assumptions regarding the Acquisition Properties.
4.
See page 18 for 2011 Acquired Chattel Loan Assumptions.
5.
See page 23 for definitions of Normalized FFO and FFO.
6.
See footnote 4 on page 4 for a detailed explanation.
7.
Net income per fully diluted common share is calculated before Income allocated to OP Units.

12



Fourth Quarter 2013 Guidance - Selected Financial Data (1)

Our guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2013 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases in annual payments under right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts; (vii) performance of the chattel loans purchased by us in connection with a prior acquisition; (viii) our ability to integrate and operate recent acquisitions in accordance with our estimates; (ix) completion of pending transactions in their entirety and on assumed schedule and (x) ongoing legal matters and related fees.

(In millions, except per share data unaudited)
 
Quarter Ended
 
December 31, 2013
Income from property operations - 2013 Core (2)
$
96.0

Income from property operations - Acquisitions (3)
1.9

Property management and general and administrative
(16.4
)
Other income and expenses (4)
3.2

Financing costs and other
(31.2
)
Normalized FFO and FFO (5)
53.5

    Depreciation on real estate and other
(26.1
)
    Depreciation on rental homes
(1.7
)
    Deferral of right-to-use contract sales revenue and commission, net
(1.1
)
    Income allocated to OP units
(2.1
)
Net income available to common shares
$
22.5

 
 
Normalized FFO per share - fully diluted
$0.56-$0.62

FFO per share - fully diluted
$0.56-$0.62

Net income per common share - fully diluted (6)
$0.24-$0.30

 
 
Weighted average shares outstanding - fully diluted
91.3

 
 











_______________________________________
1.
Each line item represents the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome. Actual Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
See page 14 for Core Guidance Assumptions. Amount represents Core Income from property operations from the 2013 Core Properties of $93.9 million multiplied by an estimated growth rate of 2.3%.
3.
See page 15 for the 2013 Assumptions regarding the Acquisition Properties.
4.
See page 18 for 2011 Acquired Chattel Loan Assumptions.
5.
See page 23 for definitions of Normalized FFO and FFO.
6.
Net income per fully diluted common share is calculated before Income allocated to OP Units.

13



2013 Core (1)
Guidance Assumptions - Income from Property Operations

(In millions, unaudited)
 
Year Ended
 
2013
 
Quarter Ended
 
Fourth Quarter 2013
 
December 31, 2012
 
Growth Factors (2)
 
December 31,
2012
 
Growth Factors (2)
Community base rental income
$
394.6

 
3.0
%
 
$
99.4

 
2.9
 %
Rental home income
11.7

 
23.2
%
 
3.2

 
17.7
 %
Resort base rental income (3)
134.3

 
4.7
%
 
29.8

 
4.5
 %
Right-to-use annual payments
47.7

 
%
 
11.6

 
1.8
 %
Right-to-use contracts current period, gross
13.4

 
%
 
3.8

 
(5.9
)%
Utility and other income
62.4

 
0.3
%
 
13.9

 
3.5
 %
    Property operating revenues
664.1

 
3.2
%
 
161.7

 
3.3
 %
 
 
 
 
 
 
 
 
Property operating, maintenance, and real estate taxes
(265.9
)
 
2.9
%
 
(62.8
)
 
4.5
 %
Rental home operating and maintenance
(6.4
)
 
15.7
%
 
(2.0
)
 
5.5
 %
Sales and marketing, gross
(10.8
)
 
17.7
%
 
(3.0
)
 
7.8
 %
    Property operating expenses
(283.1
)
 
3.7
%
 
(67.8
)
 
4.7
 %
Income from property operations
$
381.0

 
2.8
%
 
$
93.9

 
2.3
 %
 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
Annual
$
87.2

 
3.9
%
 
$
22.4

 
4.0
 %
Seasonal
21.1

 
3.3
%
 
4.1

 
5.9
 %
Transient
26.0

 
8.2
%
 
3.3

 
6.6
 %
    Total resort base rental income
$
134.3

 
4.7
%
 
$
29.8

 
4.5
 %
















_______________________________
1.
2013 Core properties include properties we expect to own and operate during all of 2012 and 2013. Excludes property management expenses and the GAAP deferral of right to use contract upfront payments and related commissions, net.
2.
Management’s estimate of the growth of property operations in the 2013 Core Properties compared to actual 2012 performance. Represents our estimate of the mid-point of a range of possible outcomes. Calculations prepared using actual results without rounding. Actual growth could vary materially from amounts presented above if any of our assumptions is incorrect.
3.
See Resort base rental income detail included below within this table.

14



2013 Assumptions Regarding Acquisition Properties (1)

(In millions, unaudited)
 
 Year Ended
 
Quarter Ended
 
December 31, 2013 (2)
 
December 31, 2013 (2)
Community base rental income
$
3.2

 
$
2.0

Resort base rental income
6.0

 
1.6

Utility income and other property income
0.8

 
0.2

  Property operating revenues
10.0

 
3.8

 
 
 
 
Property operating, maintenance, and real estate taxes
(5.1
)
 
(1.9
)
  Property operating expenses
(5.1
)
 
(1.9
)
Income from property operations
$
4.9

 
$
1.9





































___________________________________
1.
The acquisition properties includes two properties we acquired in 2012 and four properties acquired during 2013.
2.
Each line item represents our estimate of the mid-point of a possible range of outcomes and reflects management’s best estimate of the most likely outcome for the Acquisition Properties. Actual income from property operations for the Acquisition Properties could vary materially from amounts presented above if any of our assumptions is incorrect.

15



2014 Guidance - Selected Financial Data (1)

Our guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2014 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases in annual payments under right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts; (vii) performance of the chattel loans we purchased in connection with a prior acquisition; (viii) our ability to integrate and operate recent acquisitions in accordance with our estimates; (ix) completion of pending transactions in their entirety and on assumed schedule; and (x) ongoing legal matters and related fees.

(In millions, except per share data unaudited)
 
Year Ended
 
December 31, 2014
Income from property operations - 2014 Core (2)
$
408.0

Income from property operations - Acquisitions
7.0

Property management and general and administrative
(68.2
)
Other income and expenses
17.4

Financing costs and other
(121.1
)
Normalized FFO and FFO (3)
243.1

    Depreciation on real estate and other
(103.6
)
    Depreciation on rental homes
(6.6
)
    Deferral of right-to-use contract sales revenue and commission, net
(4.8
)
    Income allocated to OP units
(10.8
)
Net income available to common shares
$
117.3

 
 
Normalized FFO per share - fully diluted
$2.61-$2.71

FFO per share - fully diluted
$2.61-$2.71

Net income per common share - fully diluted (4)
$1.35-$1.45

 
 
Weighted average shares outstanding - fully diluted
91.5















_____________________________________
1.
Each line item represents the mid-point of a range of possible outcomes and reflects management’s estimate of the most likely outcome. Actual Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net Income and Net Income per share could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
See page 17 for 2014 Core Guidance Assumptions. Amount represents 2013 income from property operations from the 2014 Core Properties of $393.9 million multiplied by an estimated growth rate of 3.6%.
3.
See page 23 for definitions of Normalized FFO and FFO.
4.
Net income per fully diluted common share is calculated before Income allocated to OP Units.

16



2014 Core (1)
Guidance Assumptions - Income from Property Operations

(In millions, unaudited)
 
Estimated 2013
 
2014 Growth Factors (2)
Community base rental income
$
406.4

 
2.2
 %
Rental home income
14.4

 
9.7
 %
Resort base rental income
146.3

 
3.8
 %
Right-to-use annual payments
47.7

 
(5.5
)%
Right-to-use contracts current period, gross
13.4

 
0.1
 %
Utility and other income
63.1

 
5.7
 %
    Property operating revenues
691.3

 
2.4
 %
 
 
 
 
Property operating, maintenance, and real estate taxes
$
(277.2
)
 
1.7
 %
Rental home operating and maintenance
(7.4
)
 
0.9
 %
Sales and marketing, gross
(12.8
)
 
(17.2
)%
    Property operating expenses
(297.4
)
 
0.9
 %
Income from property operations
$
393.9

 
3.6
 %
 
 
 
 
Resort base rental income:
 
 
 
Annual
$
94.7

 
4.0
 %
Seasonal
22.5

 
3.2
 %
Transient
29.1

 
3.8
 %
    Total resort base rental income
$
146.3

 
3.8
 %




















_______________________________
1.
2014 Core properties include properties we expect to own and operate during all of 2013 and 2014. Excludes property management expenses and the GAAP deferral of right to use contract upfront payments and related commissions, net.
2.
Management’s estimate of the growth of property operations in the 2014 Core Properties compared to actual 2013 performance. Represents our estimate of the mid-point of a range of possible outcomes. Calculations prepared using actual results without rounding. Actual growth could vary materially from amounts presented above if any of our assumptions is incorrect.


17



2011 Acquired Chattel Loan Assumptions

The following chattel loan assumptions exclude the 11 Michigan properties sold in 2013. For the year ending December 31, 2013, other income and expenses guidance includes estimated interest income of approximately $3.5 million from notes receivable acquired from the seller and secured by manufactured homes in connection with the acquisition of properties in 2011. As of September 30, 2013, our carrying value of the notes receivable was approximately $14.7 million. Our initial carrying value was based on a third party valuation utilizing 2011 market transactions and is adjusted based on actual performance in the loan pool. Factors used in determining the initial carrying value included delinquency status, market interest rates and recovery assumptions. The following tables provide a summary of the notes receivable and certain assumptions about future performance on the remaining notes receivable portfolio, including interest income guidance for 2013. An increase in the estimate of expected cash flows would generally result in additional interest income to be recognized over the remaining life of the underlying pool of loans. A decrease in the estimate of expected cash flows could result in an impairment loss to the carrying value of the loans. There can be no assurance that the notes receivable will perform in accordance with these assumptions.

(In millions, unaudited)
 
 
 
 
 
 
 
2013
Contractual cash flows to maturity beginning January 1,
 
 
$
93.9

Expected cash flows to maturity beginning January 1,
 
 
38.3

Expected interest income to maturity beginning January 1,
 
 
12.7

 
 
 
 
 
Actual through
 
2013 Guidance
 
September 30, 2013
 
Assumptions
Default rate
14
%
 
17
%
Recoveries as percentage of defaults
25
%
 
24
%
Yield
18
%
 
27
%
 
 
 
 
Average carrying amount of loans
$
16.1

 
$
15.6

Contractual principal pay downs
1.6

 
2.2

Contractual interest income
2.7

 
3.6

Expected cash flows applied to principal
2.4

 
2.9

Expected cash flows applied to interest income
2.7

 
3.5



















18



Right-To-Use Memberships - Select Data

(In thousands, except member count, number of Zone Park Passes, number of annuals and number of upgrades, unaudited)
 
Year Ended December 31,
 
2010
 
2011
 
2012
 
2013 (1)
 
2014 (1)
Member Count (2)
102,726

 
99,567

 
96,687

 
97,000

 
96,000

Right-to-use annual payments (3)
$
49,831

 
$
49,122

 
$
47,662

 
$
47,700

 
$
45,000

Number of Zone Park Passes (ZPPs) (4)
4,487

 
7,404

 
10,198

 
16,000

 
18,000

Number of annuals (5)
3,062

 
3,555

 
4,280

 
4,800

 
4,900

Resort base rental income from annuals
$
6,712

 
$
8,069

 
$
9,585

 
$
11,200

 
$
12,300

Number of upgrades (6)
3,659

 
3,930

 
3,069

 
3,100

 
3,150

Upgrade contract initiations (7)
$
17,430

 
$
17,663

 
$
13,431

 
$
13,400

 
$
13,400

Resort base rental income from seasonals/transients
$
10,967

 
$
10,852

 
$
11,042

 
$
12,300

 
$
12,900

Utility and other income
$
2,059

 
$
2,444

 
$
2,407

 
$
2,200

 
$
2,300


























________________________________
1.
Guidance estimate. Each line item represents our estimate of the mid-point of a possible range of outcomes and reflects management’s best estimate of the most likely outcome. Actual figures could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
Members have entered into right-to-use contracts with us that entitle them to use certain properties on a continuous basis for up to 21 days. For the year ended December 31, 2012 and years ending December 31, 2013 and 2014, includes 1,300, 6,600 and 8,500 RV dealer ZPPs.
3.
The year ended December 31, 2012 and the year ending December 31, 2013, includes $0.1 million and $2.1 million, respectively, of revenue recognized related to our right-to-use annual memberships activated through our dealer program. No cash is received from the members during the first year of membership for memberships activated through the dealer program. Revenue earned is offset by non-cash membership sales and marketing expenses related to advertising provided by RV dealers.
4.
ZPPs allow access to up to five zones of the United States.
5.
Members who rent a specific site for an entire year in connection with their right to use contract.
6.
Existing customers that have upgraded agreements are eligible for longer stays, can make earlier reservations, may receive discounts on rental units, and may have access to additional Properties. Upgrades require a non-refundable upfront payment.
7.
Revenues associated with contract upgrades, included in the line item Right-to-use contracts current period, gross, on our Consolidated Income Statement on page 5.

19



Balance Sheet

(In thousands, except share (prior period adjusted for stock split) and per share data)
 
September 30,
2013
 
December 31,
2012
 
(unaudited)
 
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,023,456

 
$
984,224

Land improvements
2,654,169

 
2,565,299

Buildings and other depreciable property
530,027

 
495,127

 
4,207,652

 
4,044,650

Accumulated depreciation
(1,031,152
)
 
(948,581
)
Net investment in real estate
3,176,500

 
3,096,069

Cash
51,526

 
37,126

Notes receivable, net
43,415

 
45,469

Investment in joint ventures
9,795

 
8,420

Rent and other customer receivables, net
930

 
1,046

Deferred financing costs, net
19,811

 
20,620

Retail inventory
3,027

 
1,569

Deferred commission expense
24,666

 
22,841

Escrow deposits, goodwill, and other assets, net
67,460

 
45,214

Assets held for disposition

 
119,852

Total Assets
$
3,397,130

 
$
3,398,226

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
1,994,308

 
$
2,061,610

Term loan
200,000

 
200,000

Unsecured lines of credit

 

Accrued payroll and other operating expenses
79,020

 
63,672

Deferred revenue – upfront payments from right-to-use contracts
67,425

 
62,979

Deferred revenue – right-to-use annual payments
11,456

 
11,088

Accrued interest payable
9,523

 
10,500

Rents and other customer payments received in advance and security deposits
53,104

 
54,017

Distributions payable
22,759

 

Liabilities held for disposition

 
10,058

Total Liabilities
2,437,595

 
2,473,924

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value 9,945,539 shares authorized as of September 30, 2013 and December 31, 2012; none issued and outstanding as of September 30, 2013 and December 31, 2012

 

6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of September 30, 2013 and December 31, 2012 at liquidation value
136,144

 
136,144

Common stock, $0.01 par value 100,000,000 shares authorized; 83,356,321 and 83,193,310 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively
834

 
832

Paid-in capital
1,021,694

 
1,012,514

Distributions in excess of accumulated earnings
(267,415
)
 
(287,652
)
Accumulated other comprehensive loss
(1,357
)
 
(2,590
)
Total Stockholders’ Equity
889,900

 
859,248

Non-controlling interests – Common OP Units
69,635

 
65,054

Total Equity
959,535

 
924,302

Total Liabilities and Equity
$
3,397,130

 
$
3,398,226




20



Debt Maturity Schedule & Summary

Secured Debt Maturity Schedule
(In thousands, unaudited)

Year
 
Amount
2013
 
$

2014
 
113,792

2015
 
289,707

2016
 
226,076

2017
 
90,153

2018
 
202,669

2019
 
212,345

2020
 
128,677

2021+
 
711,877

Total (1)
 
$
1,975,296




Debt Summary as of September 30, 2013
(In millions, except weighted average interest and average years to maturity, unaudited)

 
Total
 
Secured
 
Unsecured
 
Balance
Weighted Average Interest (2)
Average Years to Maturity
 
Balance
Weighted Average Interest (2)
Average Years to Maturity
 
Balance
Weighted Average Interest (2)
Average Years to Maturity
Consolidated Debt
$
2,194

5.0
%
6.7
 
$
1,994

5.2
%
6.9

 
$200
3.1%
3.8



















____________________________
1.
Represents our mortgage notes payable excluding $19.0 million net note premiums and our $200 million term loan as of September 30, 2013. As of September 30, 2013, we had an unsecured line of credit with a borrowing capacity of $380.0 million, $0 outstanding, an interest rate of LIBOR plus 1.40% to 2.00% per annum and a 0.25% to 0.40% facility fee depending on leverage as defined in the loan agreement. The unsecured line of credit matures on September 15, 2016 and has a one-year extension option.
2.
Includes loan costs amortization.

21



Market Capitalization

(In millions, except share and OP Unit data, unaudited)
Capital Structure as of September 30, 2013
 
 
 
 
 
 
Total
% of Total
Total
% of Total
% of Total
 
Secured debt
 
 
$
1,994

90.9
%
 
 
Unsecured debt
 
 
200

9.1
%
 
 
Total debt
 
 
$
2,194

100.0
%
40.3
%
 
 
 
 
 
 
 
 
Common Shares
83,356,321

91.6
%
 
 
 
 
OP Units
7,681,075

8.4
%
 
 
 
 
Total Common Shares and OP Units
91,037,396

100.0
%
 
 
 
 
Common Share price
$
34.17

 
 
 
 
 
Fair value of Common Shares
 
 
$
3,111

95.8
%
 
 
Perpetual Preferred Equity
 
 
136

4.2
%
 
 
Total Equity
 
 
$
3,247

100.0
%
59.7
%
 
 
 
 
 
 
 
 
Total market capitalization
 
 
$
5,441

 
100.0
%
 
 
 
 
 
 
 
 
Perpetual Preferred Equity as of September 30, 2013
 
 
 
 
 
 
 
 
 
Annual Dividend
Series
Callable Date
 
Outstanding Shares
Liquidation Value
Per Share
Value
6.75% Series C
9/7/2017
 
54,458
$136
$168.75
$
9.2



























22



Non-GAAP Financial Measures

Funds from Operations (“FFO”) is a non-GAAP financial measure. We believe FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, impairments, if any, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We receive up-front non-refundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
Normalized Funds from Operations (“Normalized FFO”) is a non-GAAP measure. We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisition and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization and actual or estimated gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, property acquisition and other transaction costs related to mergers and acquisitions and the change in fair value of our contingent consideration asset from Normalized FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Funds available for distribution (“FAD”) is a non-GAAP financial measure. We define FAD as Normalized FFO less non-revenue producing capital expenditures.
Investors should review FFO, Normalized FFO and FAD, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. Normalized FFO presented herein is not necessarily comparable to normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount. FFO, Normalized FFO and FAD do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.



23