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8-K Q114 Earnings Press 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: April 21, 2014
(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 April 21, 2014, Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) issued a news release announcing the results of operations for the three months ended March 31, 2014.

The news release also contains detailed guidance assumptions on our projections for 2014. We project our normalized funds from operations (“Normalized FFO”) and our funds from operations (“FFO”) per share (fully diluted) for the three months ending June 30, 2014 to be between $0.58 and $0.64. We also project our Normalized FFO and our FFO per share (fully diluted) for the year ending December 31, 2014, to be between $2.67 and $2.77 and $2.66 and $2.76, respectively.

We also project our net income per share (fully diluted) for the three months ending June 30, 2014 and year ending December 31, 2014, to be between $0.25 and $0.31 and $1.36 and $1.46, respectively.

The projected 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 April 21, 2014.

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 or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our assumptions and guidance concerning 2014 estimated net income, FFO and Normalized FFO;
our ability to manage counterparty risk;
in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single family housing and not manufactured housing;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
the completion of future transactions in their entirety and, if any, and timing and effective integration with respect thereto;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;
the outcome of the case currently pending in the California Superior Court for Santa Clara County, Case No. 109CV140751, involving our California Hawaiian manufactured home property including any post-trial proceedings in the trial court or on appeal; 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.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of lifestyle-oriented properties and owns or has an interest in 379 quality properties in 32 states and British Columbia consisting of 140,333 sites. We are a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.

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 April 21, 2014, “ELS Reports First 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
Executive Vice President, Chief Financial Officer and Treasurer

Date: April 22, 2014



Earnings Press Release 1Q14


N E W S R E L E A S E




CONTACT: Paul Seavey                             FOR IMMEDIATE RELEASE
(312) 279-1488                                     April 21, 2014
                                                                                                                    
ELS REPORTS FIRST QUARTER RESULTS
Continued Stable Core Performance

CHICAGO, IL – April 21, 2014 – Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,” “us,” and “our”) today announced results for the quarter ended March 31, 2014. All per share results are reported on a fully diluted basis unless otherwise noted.
Financial Results for the Quarter Ended March 31, 2014
Normalized Funds from Operations (“Normalized FFO”) increased $7.8 million, or $0.09 per common share, to $71.8 million, or $0.79 per common share, compared to $64.0 million, or $0.70 per common share, for the same period in 2013. Funds from Operations (“FFO”) increased $6.4 million, or $0.07 per common share, to $71.4 million, or $0.78 per common share, compared to $65.0 million, or $0.71 per common share, for the same period in 2013. Net income available for common stockholders increased $3.1 million, or $0.04 per common share, to $38.1 million, or $0.46 per common share, compared to $35.0 million, or $0.42 per common share, for the same period in 2013.
Portfolio Performance
For the quarter ended March 31, 2014, property operating revenues, excluding deferrals, increased $10.5 million to $186.4 million compared to $175.9 million for the same period in 2013. For the quarter ended March 31, 2014, income from property operations, excluding deferrals, increased $6.7 million to $111.0 million compared to $104.3 million for the same period in 2013.
For the quarter ended March 31, 2014, Core property operating revenues increased approximately 3.9 percent and income from Core property operations increased approximately 4.2 percent compared to the same period in 2013.
Balance Sheet
During the first quarter, we paid off $20.7 million in mortgages with a weighted average interest rate of 5.63 percent per annum. On April 1, 2014, we completed our $430 million long-term refinancing plan initiated in 2013. We closed on the final financing proceeds of $54.0 million, with loans bearing a weighted average interest rate of 4.54 percent per annum and maturing in 2034 and 2038.
Interest coverage was approximately 3.8 times in the quarter. Cash on our balance sheet as of March 31, 2014 was approximately $56.4 million. Expanded disclosure on our balance sheet and debt statistics are included in the tables below.

1



Acquisitions
In January 2014, we closed on the acquisition of two resort properties, Blackhawk Resort, a 490-site property, and Lakeland Resort, a 682-site property, for a combined purchase price of approximately $25.0 million. In addition, on March 10, 2014 we closed on the purchase option to acquire the land related to our Colony Cove property which was part of our 2011 Hometown acquisition. The total purchase price was approximately $36.0 million.
General Information
As of April 21, 2014, we own or have an interest in 379 quality properties in 32 states and British Columbia consisting of 140,333 sites. We are a self-administered, self-managed real estate investment trust (“REIT”) with headquarters in Chicago.
A live webcast of our conference call discussing these results will be available via our website in the Investor Information section at www.equitylifestyle.com at 10:00 a.m. Central Time on April 22, 2014.
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our recent acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our properties (including those that we may acquire);
our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our assumptions and guidance concerning 2014 estimated net income, FFO and Normalized FFO;
our ability to manage counterparty risk;
in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single family housing and not manufactured housing;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;

2



the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;
the outcome of the case currently pending in the California Superior Court for Santa Clara County, Case No. 109CV140751, involving our California Hawaiian manufactured home property including any post-trial proceedings in the trial court or on appeal; 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



First Quarter 2014 - Selected Financial Data

(In millions, except per share data, unaudited)

 
Quarter Ended
 
March 31, 2014
Income from property operations - 2014 Core (1)
$
108.7

Income from property operations - Acquisitions (2)
2.3

Property management and general and administrative (excluding transaction costs)
(15.9
)
Other income and expenses
7.1

Financing costs and other
(30.4
)
Normalized FFO (3)
71.8

Change in fair value of contingent consideration asset (4)
0.1

Transaction costs
(0.5
)
FFO (3)
$
71.4

 
 
Normalized FFO per share - fully diluted
$
0.79

FFO per share - fully diluted
$
0.78

 
 
 
 
Normalized FFO (3)
$
71.8

Non-revenue producing improvements to real estate
(4.3
)
Funds available for distribution (FAD) (3)
$
67.5

 
 
FAD per share - fully diluted
$
0.74

 
 
Weighted average shares outstanding - fully diluted
91.4

 
 


















______________________

1.
See page 8 for details of the 2014 Core Income from Property Operations.
2.
See page 9 for details of the Income from Property Operations for the properties acquired during 2013 and 2014 (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 20.
4.
During the quarter we closed on the purchase option to acquire the land related to our Colony Cove property and as a result terminated the ground lease. We also received the final distributions of 51,290 of shares of our common stock from the escrow funded by the seller and recognized a $0.1 million change in fair value of contingent consideration asset.

4



Consolidated Income Statement

(In thousands, unaudited)
 
Quarters Ended
 
March 31,
 
2014
 
2013
Revenues:
 
 
 
Community base rental income
$
106,045

 
$
100,776

Rental home income
3,757

 
3,394

Resort base rental income
44,949

 
40,739

Right-to-use annual payments
11,214

 
11,523

Right-to-use contracts current period, gross
2,923

 
2,831

Right-to-use contracts, deferred, net of prior period amortization
(1,147
)
 
(1,040
)
Utility and other income
17,571

 
16,683

Gross revenues from home sales
5,178

 
2,696

Brokered resale revenue and ancillary services revenues, net
1,799

 
1,795

Interest income
2,697

 
1,898

Income from other investments, net (1)
1,601

 
2,480

    Total revenues
196,587

 
183,775

 
 
 
 
Expenses:
 
 
 
Property operating and maintenance
58,696

 
55,055

Rental home operating and maintenance
1,908

 
1,870

Real estate taxes
12,485

 
12,400

Sales and marketing, gross
2,405

 
2,361

Sales and marketing, deferred commissions, net
(555
)
 
(463
)
Property management
10,632

 
10,133

Depreciation on real estate assets and rental homes
27,642

 
26,020

Amortization of in-place leases
1,315

 
159

Cost of home sales
5,368

 
2,781

Home selling expenses
569

 
527

General and administrative (2)
5,760

 
6,711

Property rights initiatives
311

 
232

Interest and related amortization
28,048

 
30,123

    Total expenses
154,584

 
147,909

Income from continuing operations before equity in income of unconsolidated joint ventures
42,003

 
35,866

Equity in income of unconsolidated joint ventures
1,887

 
576

    Consolidated income from continuing operations
43,890

 
36,442

 
 
 
 
Discontinued Operations:
 
 
 
Net income from discontinued operations

 
3,068

Gain on sale of property, net of tax

 
958

    Income from discontinued operations

 
4,026

    Consolidated net income
43,890

 
40,468

 
 
 
 
Income allocated to non-controlling interest-Common OP Units
(3,481
)
 
(3,133
)
Series C Redeemable Perpetual Preferred Stock Dividends
(2,310
)
 
(2,311
)
Net income available for Common Shares
$
38,099

 
$
35,024









_________________________________________
1.
For the quarters ended March 31, 2014 and 2013, includes a $0.1 million increase and a $1.0 million increase, respectively, resulting from the change in the fair value of a contingent asset.
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 period adjusted for stock split), unaudited)
 
Quarters Ended
 
March 31,
 
2014
 
2013
    Net income available for Common Shares
$
38,099

 
$
35,024

Income allocated to common OP Units
3,481

 
3,133

Right-to-use contract upfront payments, deferred, net (1)
1,147

 
1,040

Right-to-use contract commissions, deferred, net (2)
(555
)
 
(463
)
Depreciation on real estate assets
24,892

 
24,458

Depreciation on real estate assets, discontinued operations

 
763

Depreciation on rental homes 
2,750

 
1,562

Amortization of in-place leases
1,315

 
159

Depreciation on unconsolidated joint ventures
227

 
273

Gain on sale of property, net of tax

 
(958
)
   FFO (3)
$
71,356

 
$
64,991

Change in fair value of contingent consideration asset (4)
(65
)
 
(1,018
)
Transaction costs (5)
490

 

   Normalized FFO (3)
71,781

 
63,973

Non-revenue producing improvements to real estate
(4,312
)
 
(4,020
)
   FAD (3)
$
67,469

 
$
59,953

 
 
 
 
Income from continuing operations available per Common Share - Basic
$
0.46

 
$
0.38

Income from continuing operations available per Common Share - Fully Diluted
$
0.46

 
$
0.37

 
 
 
 
 
 
 
 
Net income available per Common Share - Basic
$
0.46

 
$
0.42

Net income available per Common Share - Fully Diluted
$
0.46

 
$
0.42

 
 
 
 
 
 
 
 
FFO per Common Share - Basic
$
0.79

 
$
0.72

FFO per Common Share - Fully Diluted
$
0.78

 
$
0.71

 
 
 
 
 
 
 
 
Normalized FFO per Common Share - Basic
$
0.79

 
$
0.71

Normalized FFO per Common Share - Fully Diluted
$
0.79

 
$
0.70

 
 
 
 
 
 
 
 
FAD per Common Share - Basic
$
0.74

 
$
0.66

FAD per Common Share - Fully Diluted
$
0.74

 
$
0.66

 
 
 
 
 
 
 
 
Average Common Shares - Basic
83,116

 
83,026

Average Common Shares and OP Units - Basic
90,750

 
90,483

Average Common Shares and OP Units - Fully Diluted
91,353

 
91,060





______________________________
1.
We are required by GAAP to defer, over the estimated customer life, recognition of non-refundable upfront payments from the entry of right-to-use contracts and upgrade sales. The customer life is currently estimated to range from one to 31 years and is based upon our experience operating the membership platform since 2008. The amount shown represents the deferral of a substantial portion of current period upgrade sales, offset by amortization of prior period sales.
2.
We are required by GAAP to defer recognition of commissions paid related to the entry of right-to-use contracts. The deferred commissions will be amortized using the same method as used for the related non-refundable upfront payments from the entry of right-to-use contracts and upgrade sales. The amount shown represents the deferral of a substantial portion of current period commissions on those contracts, offset by the amortization of prior period commissions.
3.
See definitions of FFO, Normalized FFO and FAD on page 20.
4.
Included in Income from other investments, net on the Consolidated Income Statement on page 5.
5.
Included in 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
 
March 31,
 
2014
 
2013
Community base rental income (2)
$
106.0

 
$
100.8

Rental home income
3.8

 
3.4

Resort base rental income (3)
44.9

 
40.7

Right-to-use annual payments
11.2

 
11.5

Right-to-use contracts current period, gross
2.9

 
2.8

Utility and other income
17.6

 
16.7

    Property operating revenues
186.4

 
175.9

 
 
 

Property operating, maintenance, and real estate taxes
71.1

 
67.3

Rental home operating and maintenance
1.9

 
1.9

Sales and marketing, gross
2.4

 
2.4

    Property operating expenses
75.4

 
71.6

Income from property operations
$
111.0

 
$
104.3

 
 
 
 
Manufactured home site figures and occupancy averages:
 
 
 
Total sites
69,962

 
68,770

Occupied sites
64,309

 
62,901

Occupancy %
91.9
%
 
91.6
%
Monthly base rent per site
$
550

 
$
534

 
 
 
 
Core total sites
68,624

 
68,642

Core occupied sites
63,168

 
62,901

Core occupancy %
92.0
%
 
91.6
%
Core monthly base rent per site
$
549

 
$
534

 
 
 
 
Resort base rental income:
 
 
 
Annual
$
25.0

 
$
23.0

Seasonal
12.8

 
11.8

Transient
7.1

 
5.9

     Total resort base rental income
$
44.9

 
$
40.7







_________________________
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



2014 Core Income from Property Operations (1)

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

 
Quarters Ended
 
 
 
March 31,
 
%
 
2014
 
2013
 
Change (2)
Community base rental income (3)
$
104.1

 
$
100.8

 
3.3
 %
Rental home income
3.7

 
3.4

 
10.2
 %
Resort base rental income (4)
43.4

 
40.7

 
6.6
 %
Right-to-use annual payments
11.2

 
11.5

 
(2.7
)%
Right-to-use contracts current period, gross
2.9

 
2.8

 
3.2
 %
Utility and other income
17.5

 
16.7

 
4.2
 %
    Property operating revenues
182.8

 
175.9

 
3.9
 %
 
 
 
 
 
 
Property operating, maintenance, and real estate taxes
69.8

 
67.3

 
3.5
 %
Rental home operating and maintenance
1.9

 
1.9

 
1.7
 %
Sales and marketing, gross
2.4

 
2.4

 
1.9
 %
    Property operating expenses
74.1

 
71.6

 
3.4
 %
Income from property operations
$
108.7

 
$
104.3

 
4.2
 %
Occupied sites (5)
63,263

 
63,015

 
 
 
 
 
 
 
 
Core manufactured home site figures and occupancy averages:
Total sites
68,624

 
68,642

 

Occupied sites
63,168

 
62,901

 
 
Occupancy %
92.0
%
 
91.6
%
 
 
Monthly base rent per site
$
549

 
$
534

 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
Annual
$
24.2

 
$
23.0

 
5.2
 %
Seasonal
12.6

 
11.8

 
6.4
 %
Transient
6.6

 
5.9

 
12.5
 %
        Total resort base rental income
$
43.4

 
$
40.7

 
6.6
 %










____________________________
1.
2014 Core properties include properties we owned and operated during all of 2013 and 2014. 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.
Occupied sites as of the end of the period shown. Occupied sites have increased by 75 from 63,188 at December 31, 2013.

8



Acquisitions - Income from Property Operations (1)

(In millions, unaudited)
 
Quarter Ended
 
March 31,
2014
Community base rental income
$
2.0

Resort base rental income
1.5

Utility income and other property income
0.2

  Property operating revenues
3.7

 
 
  Property operating expenses
1.4

Income from property operations
$
2.3







































______________________
1.
Represents actual performance of five properties we acquired during 2013 and two properties we acquired during 2014. Excludes property management expenses.

9



Income from Rental Home Operations

(In millions, except occupied rentals, unaudited)
 
Quarters Ended
 
March 31,
 
2014
 
2013
Manufactured homes:
 
 
 
New home
$
5.8

 
$
5.4

Used home
7.9

 
7.5

   Rental operations revenues (1)
13.7

 
12.9

Rental operations expense
(1.9
)
 
(1.9
)
   Income from rental operations, before depreciation
11.8

 
11.0

Depreciation on rental homes
(2.8
)
 
(1.6
)
   Income from rental operations, after depreciation
$
9.0

 
$
9.4

 
 
 
 
Occupied rentals: (2)
 
 
 
New
2,097

 
1,928

Used
3,406

 
3,391

   Total occupied rental sites
5,503

 
5,319


 
As of
 
March 31, 2014
 
March 31, 2013
Cost basis in rental homes: (3)
Gross
 
Net of Depreciation
 
Gross
 
Net of Depreciation
New
$
113.5

 
$
99.2

 
$
109.6

 
$
99.2

Used
64.3

 
53.9

 
60.5

 
53.9

  Total rental homes
$
177.8

 
$
153.1

 
$
170.1

 
$
153.1


















____________________________
1.
For the quarters ended March 31, 2014 and 2013, approximately $10.0 million and $9.5 million, respectively, are included in the Community base rental income 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 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 March 31, 2014
 
 
 
 
 
Sites
Community sites
 
 
69,900

Resort sites:
 
 
 
    Annuals
 
 
24,300

    Seasonal
 
 
9,100

    Transient
 
 
9,800

Membership (1)
 
 
24,100

Joint Ventures (2)
 
 
3,100

Total
 
 
140,300

 
 
 
 
Home Sales - Select Data
 
 
 
 
Quarters Ended
 
March 31,
 
2014
 
2013
New Home Sales Volume (3)
45

 
10

New Home Sales Gross Revenues
$
1,994

 
$
481

 
 
 
 
Used Home Sales Volume
380

 
341

Used Home Sales Gross Revenues
$
3,184

 
$
2,215

 
 
 
 
Brokered Home Resales Volume
226

 
220

Brokered Home Resale Revenues, net
$
295

 
$
318






















__________________________
1.
Sites primarily utilized by approximately 96,400 members. Includes approximately 4,900 sites rented on an annual basis.
2.
Joint venture income is included in the Equity in income from unconsolidated joint ventures in the Consolidated Income Statement on page 5.
3.
Includes 14 home sales through our Echo joint venture for the quarter ended March 31, 2014.

11



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)
$
412.4

Income from property operations - Acquisitions (3)
9.5

Property management and general and administrative
(68.0
)
Other income and expenses
16.8

Financing costs and other
(122.3
)
Normalized FFO (4)
248.4

Change in fair value of contingent consideration asset
0.1

Transaction costs
(0.5
)
FFO (4)
248.0

    Depreciation on real estate and other
(105.0
)
    Depreciation on rental homes
(11.0
)
    Deferral of right-to-use contract sales revenue and commission, net
(2.8
)
    Income allocated to OP units
(10.8
)
Net income available to common shares
$
118.4

 
 
Normalized FFO per share - fully diluted
$2.67-$2.77

FFO per share - fully diluted
$2.66-$2.76

Net income per common share - fully diluted (5)
$1.36-$1.46

 
 
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 if any of our assumptions are incorrect.
2.
See page 14 for 2014 Core Guidance Assumptions. Amount represents 2013 income from property operations from the 2014 Core Properties of $395.4 million multiplied by an estimated growth rate of 4.3%.
3.
See page 15 for the 2014 Assumptions regarding the Acquisition Properties.
4.
See page 20 for definitions of Normalized FFO and FFO.
5.
Net income per fully diluted common share is calculated before Income allocated to OP Units.
Second Quarter 2014 Guidance - Selected Financial Data (1)

Our guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2014 guidance include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort sites; (iv) scheduled or implemented rate increases in annual payments under right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and attract customers renewing or entering right-to-use contracts; (vii) performance of the chattel loans 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)
 
Quarter Ended
 
June 30, 2014
Income from property operations - 2014 Core (2)
$
98.3

Income from property operations - Acquisitions (3)
2.2

Property management and general and administrative
(17.1
)
Other income and expenses
3.0

Financing costs and other
(30.6
)
Normalized FFO and FFO (4)
55.8

    Depreciation on real estate and other
(26.7
)
    Depreciation on rental homes
(2.7
)
    Deferral of right-to-use contract sales revenue and commission, net
(0.7
)
    Income allocated to OP units
(2.2
)
Net income available to common shares
$
23.5

 
 
Normalized FFO per share - fully diluted
$0.58-$0.64

FFO per share - fully diluted
$0.58-$0.64

Net income per common share - fully diluted (5)
$0.25-$0.31

 
 
Weighted average shares outstanding - fully diluted
91.4














_____________________________________
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 are incorrect.
2.
See page 14 for 2014 Core Guidance Assumptions. Amount represents 2013 income from property operations from the 2014 Core Properties of $94.4 million multiplied by an estimated growth rate of 4.1%.
3.
See page 15 for the 2014 Assumptions regarding the Acquisition Properties.
4.
See page 20 for definitions of Normalized FFO and FFO.
5.
Net income per fully diluted common share is calculated before Income allocated to OP Units.

12



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

(In millions, unaudited)

 
Year Ended
 
2014
 
Quarter Ended
 
Second Quarter 2014
 
December 31, 2013
 
Growth Factors (2)
 
June 30,
2013
 
Growth Factors (2)
Community base rental income
$
406.6

 
3.0
 %
 
$
101.5

 
3.0
 %
Rental home income
14.2

 
6.0
 %
 
3.6

 
4.2
 %
Resort base rental income (3)
147.0

 
4.6
 %
 
33.2

 
5.5
 %
Right-to-use annual payments
48.0

 
(5.6
)%
 
12.0

 
(5.5
)%
Right-to-use contracts current period, gross
13.1

 
3.2
 %
 
3.4

 
2.1
 %
Utility and other income
63.6

 
5.1
 %
 
15.8

 
5.2
 %
    Property operating revenues
692.5

 
3.0
 %
 
169.5

 
3.1
 %
 
 
 
 
 
 
 
 
Property operating, maintenance, and real estate taxes
(276.9
)
 
2.1
 %
 
(70.3
)
 
2.5
 %
Rental home operating and maintenance
(7.4
)
 
0.3
 %
 
(1.5
)
 
15.1
 %
Sales and marketing, gross
(12.8
)
 
(14.9
)%
 
(3.3
)
 
(15.4
)%
    Property operating expenses
(297.1
)
 
1.3
 %
 
(75.1
)
 
1.9
 %
Income from property operations
$
395.4

 
4.3
 %
 
$
94.4

 
4.1
 %
 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
Annual
$
94.6

 
4.9
 %
 
$
23.5

 
4.9
 %
Seasonal
22.9

 
3.5
 %
 
3.0

 
1.4
 %
Transient
29.5

 
4.6
 %
 
6.7

 
9.3
 %
    Total resort base rental income
$
147.0

 
4.6
 %
 
$
33.2

 
5.5
 %
















_______________________________
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 are incorrect.
3.
See Resort base rental income table included below within this table.

13



2014 Assumptions Regarding Acquisition Properties (1)

(In millions, unaudited)
 
 Year Ended
 
Quarter Ended
 
December 31, 2014 (2)
 
June 30, 2014 (2)
Community base rental income
$
8.0

 
$
2.0

Rental home income
0.1

 

Resort base rental income
6.4

 
1.5

Utility income and other property income
1.4

 
0.4

  Property operating revenues
15.9

 
3.9

 
 
 
 
Property operating, maintenance, and real estate taxes
(6.4
)
 
(1.7
)
  Property operating expenses
(6.4
)
 
(1.7
)
Income from property operations
$
9.5

 
$
2.2




































___________________________________
1.
The acquisition properties include five properties acquired during 2013 and two properties acquired during 2014.
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 are incorrect.

14



Right-To-Use Memberships - Select Data

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

 
99,567

 
96,687

 
98,277

 
97,000

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

 
$
49,122

 
$
47,662

 
$
47,967

 
$
45,300

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

 
7,404

 
10,198

 
15,607

 
18,000

Number of annuals (5)
3,062

 
3,555

 
4,280

 
4,830

 
5,130

Resort base rental income from annuals
$
6,712

 
$
8,069

 
$
9,585

 
$
11,148

 
$
12,375

Number of upgrades (6)
3,659

 
3,930

 
3,069

 
2,999

 
3,150

Upgrade contract initiations (7)
$
17,430

 
$
17,663

 
$
13,431

 
$
13,142

 
$
13,600

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

 
$
10,852

 
$
11,042

 
$
12,692

 
$
13,500

Utility and other income
$
2,059

 
$
2,444

 
$
2,407

 
$
2,293

 
$
2,350



























________________________________
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 are 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 years ended December 31, 2012, 2013 and 2014, includes approximately 1,300, 7,000 and 9,550 RV dealer ZPPs, respectively.
3.
The year ended December 31, 2012 and the year ending December 31, 2013, includes $0.1 million and $2.1 million, respectively, of revenue recognized related to our right-to-use annual memberships activated through our dealer program. During the third quarter of 2013, we changed the accounting treatment of revenues and expenses associated with the RV dealer program to recognize as revenue only the cash received from members generated by the program.
4.
ZPPs allow access to any of five zones in 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 Right-to-use contracts current period, gross, on our Consolidated Income Statement on page 5.

15



Balance Sheet

(In thousands, except share (prior period adjusted for stock split) and per share data)
 
March 31,
2014
 
December 31,
2013
 
(unaudited)
 
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,065,368

 
$
1,025,246

Land improvements
2,685,613

 
2,667,213

Buildings and other depreciable property
545,148

 
535,647

 
4,296,129

 
4,228,106

Accumulated depreciation
(1,087,380
)
 
(1,058,540
)
Net investment in real estate
3,208,749

 
3,169,566

Cash
56,427

 
58,427

Notes receivable, net
38,610

 
42,990

Investment in joint ventures
14,477

 
11,583

Deferred financing costs, net
18,984

 
19,873

Deferred commission expense
25,806

 
25,251

Escrow deposits, goodwill, and other assets, net
47,509

 
63,949

Total Assets
$
3,410,562

 
$
3,391,639

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
1,976,426

 
$
1,992,368

Term loan
200,000

 
200,000

Unsecured lines of credit

 

Accrued payroll and other operating expenses
72,585

 
65,157

Deferred revenue – upfront payments from right-to-use contracts
69,820

 
68,673

Deferred revenue – right-to-use annual payments
15,341

 
11,136

Accrued interest payable
9,712

 
9,416

Rents and other customer payments received in advance and security deposits
62,466

 
58,931

Distributions payable
29,478

 
22,753

Total Liabilities
2,435,828

 
2,428,434

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value 9,945,539 shares authorized as of March 31, 2014 and December 31, 2013; none issued and outstanding as of March 31, 2014 and December 31, 2013. As of March 31, 2014 and December 31, 2013, includes 125 shares 6% Series D Cumulative Preferred stock and 250 shares 18.75% Series E Cumulative Preferred stock; both issued and outstanding

 

6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of March 31, 2014 and December 31, 2013 at liquidation value
136,144

 
136,144

Common stock, $0.01 par value 200,000,000 shares authorized as of March 31, 2014 and December 31, 2013; 83,324,703 and 83,313,677 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively
834

 
834

Paid-in capital
1,020,925

 
1,021,365

Distributions in excess of accumulated earnings
(253,065
)
 
(264,083
)
Accumulated other comprehensive loss
(482
)
 
(927
)
Total Stockholders’ Equity
904,356

 
893,333

Non-controlling interests – Common OP Units
70,378

 
69,872

Total Equity
974,734

 
963,205

Total Liabilities and Equity
$
3,410,562

 
$
3,391,639




16



Debt Maturity Schedule & Summary

Secured Debt Maturity Schedule as of March 31, 2014
(In thousands, unaudited)

Year
 
Amount
2014
 
65,959

2015
 
286,924

2016
 
224,627

2017
 
94,200

2018
 
209,360

2019
 
210,725

2020
 
127,698

2021+
 
739,195

Total (1)
 
$
1,958,688




Debt Summary as of March 31, 2014
(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
$
2,176

5.1
%
6.5
 
$
1,976

5.3
%
6.8

 
$200
3.1%
3.3





















____________________________
1.
Represents our mortgage notes payable excluding $17.7 million net note premiums and our $200 million term loan as of March 31, 2014. As of March 31, 2014, 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.

17



Market Capitalization

(In millions, except share and OP Unit data, unaudited)
Capital Structure as of March 31, 2014
 
 
 
 
 
 
Total
% of Total
Total
% of Total
% of Total
 
Secured debt
 
 
$
1,976

90.8
%
 
 
Unsecured debt
 
 
200

9.2
%
 
 
Total debt
 
 
$
2,176

100.0
%
36.2
%
 
 
 
 
 
 
 
 
Common Shares
83,324,703

91.6
%
 
 
 
 
OP Units
7,613,463

8.4
%
 
 
 
 
Total Common Shares and OP Units
90,938,166

100.0
%
 
 
 
 
Common Share price
$
40.65

 
 
 
 
 
Fair value of Common Shares
 
 
$
3,697

96.4
%
 
 
Perpetual Preferred Equity
 
 
136

3.5
%
 
 
Total Equity
 
 
$
3,833

100.0
%
63.8
%
 
 
 
 
 
 
 
 
Total market capitalization
 
 
$
6,009

 
100.0
%
 
 
 
 
 
 
 
 
Perpetual Preferred Equity as of March 31, 2014
 
 
 
 
 
 
 
 
 
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



























18



Non-GAAP Financial Measures

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



19