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Sun Communities, Inc. Reports 2019 First Quarter Results

April 24, 2019 4:50 PM

Southfield, MI, April 24, 2019 (GLOBE NEWSWIRE) -- Sun Communities, Inc. (NYSE: SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates, or has an interest in, manufactured housing (“MH”) and recreational vehicle (“RV”) communities, today reported its first quarter results for 2019.

Financial Results for the Three Months Ended March 31, 2019

For the three months ended March 31, 2019, total revenues increased $29.4 million, or 11.4 percent, to $287.3 million compared to $258.0 million for the same period in 2018. Net income attributable to common stockholders was $34.3 million, or $0.40 per diluted common share, for the three months ended March 31, 2019, as compared to net income attributable to common stockholders of $30.0 million, or $0.38 per diluted common share, for the same period in 2018.

Non-GAAP Financial Measures and Portfolio Performance

Gary Shiffman, Chief Executive Officer of Sun Communities, stated, “Our solid momentum has continued as we started the year with strong operating results and numerous investments. We delivered another quarter of robust same community NOI growth, which along with our recent investments and expansions, contributed to our outperformance. Our extensive history of providing first-rate amenities and a focus on customer service continues to draw sustained demand. We remain confident in our outlook, maintain an attractive growth pipeline and anticipate the continued realization of the benefits of our developments and expansion opportunities as we bring them online over time.”

OPERATING HIGHLIGHTS

Community Occupancy

Total portfolio occupancy was 96.4 percent at March 31, 2019, compared to 95.8 percent at March 31, 2018.

During the three months ended March 31, 2019, revenue producing sites increased by 571 sites, as compared to 616 revenue producing sites gained during the first quarter of 2018.
Same Community(2) Results

For the 345 communities owned and operated by the Company since January 1, 2018, NOI(1) for the three months ended March 31, 2019, increased 7.2 percent over the same period in 2018, as a result of a 6.0 percent increase in revenues and a 3.1 percent increase in operating expenses. Same Community occupancy(3) increased to 98.2 percent at March 31, 2019 from 96.1 percent at March 31, 2018.

Home Sales

During the three months ended March 31, 2019, the Company sold 798 homes as compared to 837 homes sold during the same period in 2018, a 4.7 percent decrease. Rental home sales, which are included in total home sales, were 210 and 234 for the three months ended March 31, 2019 and 2018, respectively.

PORTFOLIO ACTIVITY

Acquisitions

During the quarter ended March 31, 2019, the Company acquired the following communities:

First Quarter 2019:
Date of AcquisitionTypeLocationUsable SitesConsideration (in Millions)
1/2019MH (Age Restricted)Edgewater, Florida (1)730 $115.3
1/2019RVOld Orchard Beach, Maine321 10.8
1/2019MHOregon City, Oregon(2)518 61.8
2/2019MHBuckeye, Arizona400 22.3
2/2019MH (3)Shelby Township, Michigan1,308 94.5
2/2019RVMillsboro, Delaware291 20.0
Total3,568 $324.7

(1) Acquisition includes expansion potential of 70 sites.
(2) In conjunction with the acquisition, the Company issued a new class of Operating Partnership (“OP”) units named Series D Preferred Units. As of March 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
(3) Contains two MH communities.

BALANCE SHEET AND CAPITAL MARKETS ACTIVITY

Debt Transactions

During the quarter ended March 31, 2019, the Company completed a $265.0 million twenty-five year term loan transaction which carries an interest rate of 4.17 percent and concurrently repaid a $186.8 million term loan. The transaction provided $78.2 million of additional proceeds and extended the maturity date from 2030 to 2044 using the same assets as collateral for the new loan.

As of March 31, 2019, the Company had $3.4 billion of debt outstanding. The weighted average interest rate was 4.39 percent and the weighted average maturity was 9.3 years. The Company had $21.9 million of unrestricted cash on hand. At period-end the Company’s net debt to trailing twelve month Recurring EBITDA(1) ratio was 6.0 times.

2019 Distributions

As previously announced, the Company increased its annual distribution by 5.6 percent to $3.00 per common share from $2.84 per common share. The increase began with the distribution declared in March 2019 that was paid after quarter end.

GUIDANCE 2019

The Company revises full year 2019 net income per diluted share to be in the range of $1.61 to $1.71 and Core FFO(1) per Share to be in the range of $4.80 to $4.88. The Company anticipates second quarter 2019 net income per diluted share to be in the range of $0.31 to $0.35 and Core FFO(1) per Share to be in the range of $1.11 to $1.14. The Company is revising its Same Community NOI(1) growth guidance to be in the range of 6.4 percent to 7.0 percent for full year 2019.

Guidance estimates include acquisitions completed through the date of this release and exclude any perspective acquisitions or capital markets activity.

Core FFO(1) per Share estimates assume certain gain and loss items that management considers unrelated to the operational and financial performance of our core business will be adjusted from FFO(1). The estimates and assumptions presented above represent a range of possible outcomes and may differ materially from actual results. The estimates and assumptions are forward looking based on the Company’s current assessment of economic and market conditions, as well as other risks outlined below under the caption “Forward-Looking Statements.”

EARNINGS CONFERENCE CALL

A conference call to discuss first quarter operating results will be held on Thursday, April 25, 2019 at 11:00 A.M. (ET). To participate, call toll-free 877-407-9039. Callers outside the U.S. or Canada can access the call at 201-689-8470. A replay will be available following the call through May 9, 2019 and can be accessed toll-free by calling 844-512-2921 or 412-317-6671. The Conference ID number for the call and the replay is 13688595. The conference call will be available live on Sun Communities’ website www.suncommunities.com. The replay will also be available on the website.

Sun Communities, Inc. is a REIT that, as of March 31, 2019, owned, operated, or had an interest in a portfolio of 379 communities comprising over 132,000 developed sites in 31 states and Ontario, Canada.

For more information about Sun Communities, Inc., please visit www.suncommunities.com.

CONTACT

Please address all inquiries to our investor relations department at our website www.suncommunities.com, by phone to (248) 208-2500, by email to [email protected] or by mail to Sun Communities, Inc. Attn: Investor Relations, 27777 Franklin Road, Ste. 200, Southfield, MI 48034.

Forward-Looking Statements

This press release contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as “will,” “may,” “could,” “expect,” “anticipate,” “believes,” “intends,” “should,” “plans,” “estimates,” “approximate,” “guidance,” and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters.

These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates, the ability to maintain rental rates and occupancy levels, competitive market forces, the performance of recent acquisitions, the ability to integrate future acquisitions smoothly and efficiently, changes in market rates of interest, changes in foreign currency exchange rates, the ability of manufactured home buyers to obtain financing and the level of repossessions by manufactured home lenders. Further details of potential risks that may affect the Company are described in its periodic reports filed with the U.S. Securities and Exchange Commission, including in the “Risk Factors” section of the Company’s Annual Report on Form 10-K.

The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the Company’s assumptions, expectations of future events, or trends.

Investor Information


RESEARCH COVERAGE
Firm Analyst Phone Email
Bank of America Merrill Lynch Joshua Dennerlein (646) 855-1681 [email protected]
BMO Capital Markets John Kim (212) 885-4115 [email protected]
Citi Research Michael Bilerman (212) 816-1383 [email protected]
Nicholas Joseph (212) 816-1909 [email protected]
Evercore ISI Steve Sakwa (212) 446-9462 [email protected]
Samir Khanal (212) 888-3796 [email protected]
Green Street Advisors John Pawlowski (949) 640-8780 [email protected]
RBC Capital Markets Wes Golladay (440) 715-2650 [email protected]
Robert W. Baird & Co. Drew Babin (610) 238-6634 [email protected]
Wells Fargo Todd Stender (562) 637-1371 [email protected]
INQUIRIES
Sun Communities welcomes questions or comments from stockholders, analysts, investment managers, media, or any prospective investor. Please address all inquiries to our Investor Relations department.
At Our Website www.suncommunities.com
By Email [email protected]
By Phone (248) 208-2500

Portfolio Overview
(As of March 31, 2019)



Balance Sheets
(amounts in thousands)


3/31/2019 12/31/2018
ASSETS:
Land $1,279,306 $1,201,945
Land improvements and buildings 5,899,149 5,586,250
Rental homes and improvements 585,994 571,661
Furniture, fixtures and equipment 208,177 201,090
Investment property 7,972,626 7,560,946
Accumulated depreciation (1,501,370) (1,442,630)
Investment property, net 6,471,256 6,118,316
Cash and cash equivalents 21,946 50,311
Marketable securities 50,501 49,037
Inventory of manufactured homes 52,993 49,199
Notes and other receivables, net 179,814 160,077
Collateralized receivables, net (4) 101,938 106,924
Other assets, net 220,214 176,162
TOTAL ASSETS $7,098,662 $6,710,026
LIABILITIES AND TEMPORARY EQUITY:
Mortgage loans payable $2,879,017 $2,815,957
Secured borrowings (4) 102,676 107,731
Preferred Equity - Sun NG Resorts - mandatorily redeemable 35,249 35,277
Preferred OP units - mandatorily redeemable 34,663 37,338
Lines of credit (5) 396,512 128,000
Distributions payable 66,887 63,249
Advanced reservation deposits and rent 151,860 133,698
Other liabilities 179,461 157,862
TOTAL LIABILITIES 3,846,325 3,479,112
Commitments and contingencies
Series A-4 preferred stock 31,739 31,739
Series A-4 preferred OP units 9,784 9,877
Series D preferred OP units 51,738
Equity Interests - NG Sun LLC 22,167 21,976
STOCKHOLDERS' EQUITY:
Common stock 865 864
Additional paid-in capital 4,398,641 4,398,949
Accumulated other comprehensive loss (3,006) (4,504)
Distributions in excess of accumulated earnings (1,317,605) (1,288,486)
Total Sun Communities, Inc. stockholders' equity 3,078,895 3,106,823
Noncontrolling interests:
Common and preferred OP units 51,816 53,354
Consolidated variable interest entities 6,198 7,145
Total noncontrolling interests 58,014 60,499
TOTAL STOCKHOLDERS' EQUITY 3,136,909 3,167,322
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY $7,098,662 $6,710,026


Statements of Operations - Quarter to Date Comparison
(amounts in thousands, except per share amounts)


Three Months Ended March 31,
2019 2018 Change % Change
REVENUES:
Income from real property (excluding transient revenue)$190,564 $175,210 $15,354 8.8%
Transient revenue26,215 22,001 4,214 19.2%
Revenue from home sales39,618 34,900 4,718 13.5%
Rental home revenue13,971 13,020 951 7.3%
Ancillary revenue8,482 6,568 1,914 29.1%
Interest4,800 5,316 (516) (9.7)%
Brokerage commissions and other revenues, net3,680 960 2,720 283.3%
Total Revenues287,330 257,975 29,355 11.4%
EXPENSES:
Property operating and maintenance57,909 51,630 6,279 12.2%
Real estate taxes15,330 13,836 1,494 10.8%
Cost of home sales29,277 26,571 2,706 10.2%
Rental home operating and maintenance4,788 5,227 (439) (8.4)%
Ancillary expenses7,101 5,383 1,718 31.9%
Home selling expenses3,324 3,290 34 1.0%
General and administrative21,887 19,757 2,130 10.8%
Catastrophic weather related charges, net782 (2,213) 2,995 (135.3)%
Depreciation and amortization76,556 66,437 10,119 15.2%
Loss on extinguishment of debt653 196 457 233.2%
Interest34,014 31,138 2,876 9.2%
Interest on mandatorily redeemable preferred OP units / equity1,094 619 475 76.7%
Total Expenses252,715 221,871 30,844 13.9%
Income Before Other Items34,615 36,104 (1,489) (4.1)%
Remeasurement of marketable securities267 267 N/A
Other income / (expense), net (6)1,898 (2,617) 4,515 172.5%
Income / (loss) from nonconsolidated affiliates344 (59) 403 683.1%
Current tax expense(214) (174) (40) (23.0)%
Deferred tax benefit217 347 (130) (37.5)%
Net Income37,127 33,601 3,526 10.5%
Less: Preferred return to preferred OP units / equity(1,323) (1,080) (243) 22.5%
Less: Amounts attributable to noncontrolling interests(1,041) (2,094) 1,053 (50.3)%
Net Income Attributable to Sun Communities, Inc.34,763 30,427 4,336 14.3%
Less: Preferred stock distribution(432) (441) 9 (2.0)%
Net Income Attributable to Sun Communities, Inc. Common Stockholders$34,331 $29,986 $4,345 14.5%
Weighted average common shares outstanding:
Basic85,520 78,855 6,665 8.5%
Diluted86,033 79,464 6,569 8.3%
Earnings per share:
Basic$0.40 $0.38 $0.02 5.3%
Diluted$0.40 $0.38 $0.02 5.3%

Outstanding Securities and Capitalization
(amounts in thousands except for *)

Outstanding Securities - As of March 31, 2019
Number of Units/Shares Outstanding Conversion Rate* If Converted Issuance Price per unit* Annual Distribution Rate*
Convertible Securities
Series A-1 preferred OP units328 2.4390 800 $100 6.0%
Series A-3 preferred OP units40 1.8605 74 $100 4.5%
Series A-4 preferred OP units410 0.4444 182 $25 6.5%
Series C preferred OP units314 1.1100 349 $100 4.5%
Series D preferred OP units489 0.8000 391 $100 3.8%
Common OP units2,719 1.0000 2,719 N/A Mirrors common shares distributions
Series A-4 preferred stock1,063 0.4444 472 $25 6.5%
Non-Convertible Securities
Common shares86,463 N/A N/A N/A $3.00^
^ Annual distribution is based on the last quarterly distribution annualized.

Capitalization - As of March 31, 2019
Equity Shares Share Price* Total
Common shares 86,463 $118.52 $10,247,595
Common OP units 2,719 $118.52 322,256
Subtotal 89,182 $10,569,851
Series A-1 preferred OP units 800 $118.52 94,816
Series A-3 preferred OP units 74 $118.52 8,770
Series A-4 preferred OP units 182 $118.52 21,571
Series C preferred OP units 349 $118.52 41,363
Series D preferred OP units 391 $118.52 46,341
Total diluted shares outstanding 90,978 $10,782,712
Debt
Mortgage loans payable $2,879,017
Secured borrowings (4) 102,676
Preferred Equity - Sun NG Resorts - mandatorily redeemable 35,249
Preferred OP units - mandatorily redeemable 34,663
Lines of credit (5) 396,512
Total debt $3,448,117
Preferred
Series A-4 preferred stock 1,063 $25.00 $26,575
Total Capitalization $14,257,404

Reconciliations to Non-GAAP Financial Measures

Reconciliation of Net Income Attributable to Sun Communities, Inc. Common Stockholders to FFO
(amounts in thousands except for per share data)


Three Months Ended
March 31,
2019 2018
Net income attributable to Sun Communities, Inc. common stockholders:$34,331 $29,986
Adjustments:
Depreciation and amortization76,712 66,646
Remeasurement of marketable securities(267)
Amounts attributable to noncontrolling interests723 1,889
Preferred return to preferred OP units527 553
Preferred distribution to Series A-4 preferred stock432 441
Gain on disposition of assets, net(5,679) (4,539)
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7)

$106,779 $94,976
Adjustments:
Other acquisition related costs (8)160 135
Loss on extinguishment of debt653 196
Catastrophic weather related charges, net782 (2,213)
Loss of earnings - catastrophic weather related (9) 325
Other (income) / expense (6)(1,898) 2,617
Debt premium write-off (782)
Deferred tax benefit(217) (347)
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7)

$106,259 $94,907
Weighted average common shares outstanding - basic:85,520 78,855
Add:
Common stock issuable upon conversion of stock options1 2
Restricted stock512 607
Common OP units2,722 2,741
Common stock issuable upon conversion of Series A-4 preferred stock472 482
Common stock issuable upon conversion of Series A-3 preferred OP units75 75
Common stock issuable upon conversion of Series A-1 preferred OP units803 836
Weighted average common shares outstanding - fully diluted90,105 83,598
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7) per share - fully diluted
$1.19 $1.14
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7) per share - fully diluted
$1.18 $1.14

Reconciliation of Net Income Attributable to Sun Communities, Inc. Common Stockholders to Recurring EBITDA
(amounts in thousands)


Three Months Ended
March 31,
2019 2018
Net income attributable to Sun Communities, Inc., common stockholders:$34,331 $29,986
Adjustments:
Interest expense35,108 31,757
Loss on extinguishment of debt653 196
Current tax expense214 174
Deferred tax benefit(217) (347)
(Income) / loss from nonconsolidated affiliates(344) 59
Depreciation and amortization76,556 66,437
Gain on disposition of assets, net(5,679) (4,539)
EBITDAre (1)$140,622 $123,723
Adjustments:
Remeasurement of marketable securities(267)
Other (income) / expense, net (6)(1,898) 2,617
Catastrophic weather related charges, net782 (2,213)
Preferred return to preferred OP units / equity1,323 1,080
Amounts attributable to noncontrolling interests1,041 2,094
Preferred stock distribution432 441
Plus: Gain on dispositions of assets, net5,679 4,539
Recurring EBITDA (1)$147,714 $132,281


Reconciliation of Net Income Attributable to Sun Communities, Inc. Common Stockholders to NOI
(amounts in thousands)


Three Months Ended
March 31,
2019 2018
Net income attributable to Sun Communities, Inc., common stockholders:$34,331 $29,986
Other revenues(8,480) (6,276)
Home selling expenses3,324 3,290
General and administrative21,887 19,757
Catastrophic weather related charges, net782 (2,213)
Depreciation and amortization76,556 66,437
Loss on extinguishment of debt653 196
Interest expense35,108 31,757
Remeasurement of marketable securities(267)
Other (income) / expense, net (6)(1,898) 2,617
(Income) / loss from nonconsolidated affiliates(344) 59
Current tax expense214 174
Deferred tax benefit(217) (347)
Preferred return to preferred OP units / equity1,323 1,080
Amounts attributable to noncontrolling interests1,041 2,094
Preferred stock distribution432 441
NOI(1) / Gross Profit$164,445 $149,052

Three Months Ended
March 31,
2019 2018
Real Property NOI (1)$143,540 $131,745
Rental Program NOI (1)26,061 24,102
Home Sales NOI (1) / Gross Profit10,341 8,329
Ancillary NOI (1) / Gross Profit1,381 1,185
Site rent from Rental Program (included in Real Property NOI) (1)(10)(16,878) (16,309)
NOI (1) / Gross profit$164,445 $149,052


Non-GAAP and Other Financial Measures

Financial and Operating Highlights
(amounts in thousands, except for *)


Quarter Ended
3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018
FINANCIAL INFORMATION
Total revenues$287,330 $274,004 $323,538 $271,426 $257,975
Net income37,127 10,672 51,715 24,170 33,601
Net income attributable to Sun Communities Inc.34,331 9,039 46,060 20,408 29,986
Earnings per share basic*$0.40 $0.11 $0.56 $0.25 $0.38
Earnings per share diluted*0.40 0.11 0.56 0.25 0.38
Cash distributions declared per common share*$0.75 $0.71 $0.71 $0.71 $0.71
Recurring EBITDA (1)$147,714 $133,669 $158,153 $128,798 $132,281
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7)

106,779 88,562 117,018 85,623 94,976
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7)

106,259 92,695 116,959 90,372 94,907
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7) per share - fully diluted*$1.19 $0.98 $1.35 $1.02 $1.14
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (7) per share - fully diluted*1.18 1.03 1.35 1.07 1.14
BALANCE SHEETS
Total assets$7,098,662 $6,710,026 $6,653,726 $6,492,348 $6,149,653
Total debt3,448,117 3,124,303 3,004,929 3,364,081 3,129,440
Total liabilities3,846,325 3,479,112 3,367,285 3,736,621 3,471,096

Quarter Ended
3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018
OPERATING INFORMATION*
New home sales125 140 146 134 106
Pre-owned home sales673 738 825 809 731
Total homes sold798 878 971 943 837
Communities379 371 370 367 350
Developed sites112,175 108,963 108,142 107,192 106,617
Transient RV sites20,173 19,491 19,432 19,007 15,693
Total sites132,348 128,454 127,574 126,199 122,310
MH occupancy95.4% 95.0% 94.9% 95.0% 94.7%
RV occupancy100.0% 100.0% 100.0% 100.0% 100.0%
Total blended MH and RV occupancy96.4% 96.1% 96.1% 96.1% 95.8%


Debt Analysis
(amounts in thousands)


Quarter Ended
3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018
DEBT OUTSTANDING
Mortgage loans payable$2,879,017 $2,815,957 $2,819,225 $2,636,847 $2,826,225
Secured borrowings (4)102,676 107,731 113,089 118,242 124,077
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 35,277 35,277 35,277
Preferred OP units - mandatorily redeemable34,663 37,338 37,338 37,338 37,338
Lines of credit (5)396,512 128,000 536,377 141,800
Total debt$3,448,117 $3,124,303 $3,004,929 $3,364,081 $3,129,440
% FIXED/FLOATING
Fixed88.5% 95.9% 100.0% 84.0% 90.6%
Floating11.5% 4.1% % 16.0% 9.4%
Total100.0% 100.0% 100.0% 100.0% 100.0%
WEIGHTED AVERAGE INTEREST RATES
Mortgage loans payable4.24% 4.22% 4.23% 4.27% 4.25%
Preferred Equity - Sun NG Resorts - mandatorily redeemable6.00% 6.00% 6.00% 6.00% %
Preferred OP units - mandatorily redeemable6.50% 6.61% 6.61% 6.61% 6.61%
Lines of credit (5)3.73% 3.77% % 3.31% 3.01%
Average before Secured borrowings (4)4.22% 4.25% 4.28% 4.15% 4.22%
Secured borrowings (4)9.94% 9.94% 9.95% 9.96% 9.97%
Total average4.39% 4.45% 4.40% 4.36% 4.45%
DEBT RATIOS
Net Debt / Recurring EBITDA (1) (TTM)6.0 5.6 5.4 6.5 6.2
Net Debt / Enterprise Value24.1% 25.2% 24.1% 28.6% 28.8%
Net Debt / Gross Assets39.8% 37.7% 35.9% 42.7% 41.9%
COVERAGE RATIOS
Recurring EBITDA (1) (TTM) / Interest4.1 4.0 3.9 3.7 3.6
Recurring EBITDA (1) (TTM) / Interest + Pref. Distributions + Pref. Stock Distribution3.9 3.9 3.8 3.6 3.4

MATURITIES/PRINCIPAL AMORTIZATION NEXT FIVE YEARSRemaining 2019 2020 2021 2022 2023
Mortgage loans payable:
Maturities$ $58,078 $270,680 $82,155 $307,465
Weighted average rate of maturities% 5.92% 5.53% 4.46% 4.17%
Principal amortization44,099 59,931 59,173 57,182 53,829
Secured borrowings (4)3,846 5,547 5,956 6,154 6,154
Preferred Equity - Sun NG Resorts - mandatorily redeemable 35,249
Lines of credit (5) 3,512 393,000
Total$47,945 $127,068 $728,809 $180,740 $367,448

Real Property Operations – Same Community(2)
(amounts in thousands except for Other Information)


Three Months Ended March 31,
2019 2018 Change % Change
Financial Information
Income from real property (11)$199,084 $187,826 $11,258 6.0%
Property Operating Expenses:
Payroll and benefits16,421 15,534 887 5.7%
Legal, taxes & insurance2,191 2,471 (280) (11.3)%
Utilities (11)14,434 14,463 (29) (0.2)%
Supplies and repair (12)5,719 5,159 560 10.9%
Other4,455 4,688 (233) (5.0)%
Real estate taxes14,590 13,766 824 6.0%
Total property operating expenses57,810 56,081 1,729 3.1%
Real Property NOI(1)$141,274 $131,745 $9,529 7.2%

As of March 31,
2019 2018 Change % Change
Other Information
Number of properties345 345
MH occupancy (3)97.6%
RV occupancy (3)100.0%
MH & RV blended occupancy % (3)98.2% 96.1% 2.1%
Sites available for development7,296 7,602 (306) (4.0)%
Monthly base rent per site - MH$565 $543 $22 4.1%(14)
Monthly base rent per site - RV (13)$457 $434 $23 5.3%(14)
Monthly base rent per site - Total (13)$541 $519 $22 4.2%(14)


Home Sales Summary
(amounts in thousands except for *)


Three Months Ended March 31,
Financial Information2019 2018 Change % Change
Revenue:
New home sales$15,381 $11,893 $3,488 29.3%
Pre-owned home sales24,237 23,007 1,230 5.3%
Revenue from home sales39,618 34,900 4,718 13.5%
Expenses:
New home cost of sales13,146 10,197 2,949 28.9%
Pre-owned home cost of sales16,131 16,374 (243) (1.5)%
Cost of home sales29,277 26,571 2,706 10.2%
NOI / Gross Profit (1)$10,341 $8,329 $2,012 24.2%
Gross profit – new homes$2,235 $1,696 $539 31.8%
Gross margin % – new homes14.5% 14.3% 0.2%
Average selling price – new homes*$123,048 $112,198 $10,850 9.7%
Gross profit – pre-owned homes$8,106 $6,633 $1,473 22.2%
Gross margin % – pre-owned homes33.4% 28.8% 4.6%
Average selling price – pre-owned homes*$36,013 $31,473 $4,540 14.4%
Statistical Information
New home sales volume*125 106 19 17.9%
Pre-owned home sales volume*673 731 (58) (7.9)%
Total homes sold*798 837 (39) (4.7)%

Rental Program Summary
(amounts in thousands except for *)


Three Months Ended March 31,
Financial Information 2019 2018 Change % Change
Revenues:
Rental home revenue $13,971 $13,020 $951 7.3%
Site rent included in Income from real property 16,878 16,309 569 3.5%
Rental program revenue 30,849 29,329 1,520 5.2%
Expenses:
Repairs and refurbishment 2,304 2,314 (10) (0.4)%
Taxes and insurance 1,864 1,546 318 20.6%
Other 620 1,367 (747) (54.6)%
Rental program operating and maintenance 4,788 5,227 (439) (8.4)%
Rental Program NOI(1) $26,061 $24,102 $1,959 8.1%

As of March 31,
Other Information 2019 2018 Change % Change
Number of occupied rental homes, end of period* 11,170 11,074 96 0.9%
Investment in occupied rental homes, end of period $547,844 $504,402 $43,442 8.6%
Number of sold rental homes (YTD)* 210 234 (24) (10.3)%
Weighted average monthly rental rate, end of period* $963 $913 $50 5.5%


Acquisitions and Other Summary (15)
(amounts in thousands except for statistical data)


Three Months Ended
March 31, 2019
REVENUES:
Income from real property $9,251
PROPERTY AND OPERATING EXPENSES:
Payroll and benefits 2,450
Legal, taxes & insurance 193
Utilities(11) 1,550
Supplies and repair 635
Other 1,417
Real estate taxes 740
Property operating expenses 6,985
NET OPERATING INCOME (NOI) (1) $2,266
As of March 31, 2019
Other information:
Number of properties 34
Occupied sites 3,699
Developed sites 3,893
Occupancy % 95.0%
Transient sites 5,189


Property Summary
(includes MH and Annual RVs)
COMMUNITIES 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018
FLORIDA
Communities 125 124 124 124 123
Developed sites (16) 38,878 37,874 37,879 37,723 37,726
Occupied (16) 37,932 36,868 36,822 36,602 36,546
Occupancy % (16) 97.6% 97.3% 97.2% 97.0% 96.9%
Sites for development 1,754 1,684 1,494 1,335 1,397
MICHIGAN
Communities 72 70 70 69 68
Developed sites (16) 27,777 26,504 26,116 26,039 25,881
Occupied (16) 26,430 25,075 24,830 24,709 24,319
Occupancy % (16) 95.2% 94.6% 95.1% 94.9% 94.0%
Sites for development 1,202 1,202 1,533 1,668 1,371
TEXAS
Communities 23 23 23 23 21
Developed sites (16) 6,953 6,922 6,905 6,622 6,614
Occupied (16) 6,529 6,428 6,301 6,251 6,191
Occupancy % (16) 93.9% 92.9% 91.3% 94.4% 93.6%
Sites for development 1,107 1,121 907 1,168 1,100
CALIFORNIA
Communities 31 30 30 29 27
Developed sites (16) 5,949 5,941 5,932 5,694 5,692
Occupied (16) 5,902 5,897 5,881 5,647 5,646
Occupancy % (16) 99.2% 99.3% 99.1% 99.2% 99.2%
Sites for development 56 56 59 177 389
ARIZONA
Communities 13 12 11 11 11
Developed sites (16) 4,238 3,836 3,826 3,804 3,797
Occupied (16) 3,830 3,545 3,515 3,485 3,468
Occupancy % (16) 90.4% 92.4% 91.9% 91.6% 91.3%
Sites for development
ONTARIO, CANADA
Communities 15 15 15 15 15
Developed sites (16) 3,832 3,845 3,832 3,752 3,650
Occupied (16) 3,832 3,845 3,832 3,752 3,650
Occupancy % (16) 100.0% 100.0% 100.0% 100.0% 100.0%
Sites for development 1,675 1,682 1,662 1,662 1,664
INDIANA
Communities 11 11 11 11 11
Developed sites (16) 3,089 3,089 3,089 3,089 3,048
Occupied (16) 2,823 2,772 2,778 2,791 2,785
Occupancy % (16) 91.4% 89.7% 89.9% 90.4% 91.4%
Sites for development 277 277 277 277 318
OHIO
Communities 9 9 9 9 9
Developed sites (16) 2,770 2,770 2,770 2,767 2,756
Occupied (16) 2,704 2,693 2,694 2,698 2,672
Occupancy % (16) 97.6% 97.2% 97.3% 97.5% 97.0%
Sites for development 59 59 59 59 75
COLORADO
Communities 8 8 8 8 8
Developed sites (16) 2,335 2,335 2,335 2,335 2,335
Occupied (16) 2,323 2,320 2,313 2,319 2,327
Occupancy % (16) 99.5% 99.4% 99.1% 99.3% 99.7%
Sites for development 2,129 2,129 2,129 1,819 650
OTHER STATES
Communities 72 69 69 68 57
Developed sites (16) 16,354 15,847 15,458 15,367 15,118
Occupied (16) 15,826 15,323 14,932 14,786 14,544
Occupancy % (16) 96.8% 96.7% 96.6% 96.2% 96.2%
Sites for development 2,987 3,048 3,195 3,233 2,381
TOTAL - PORTFOLIO
Communities 379 371 370 367 350
Developed sites (16) 112,175 108,963 108,142 107,192 106,617
Occupied (16) 108,131 104,766 103,898 103,040 102,148
Occupancy % (16) 96.4%(17)96.1% 96.1% 96.1% 95.8%
Sites for development (18) 11,246 11,258 11,315 11,398 9,345
% Communities age restricted 31.7% 32.1% 32.2% 32.2% 33.7%
TRANSIENT RV PORTFOLIO SUMMARY
Location
Florida 5,650 5,917 5,786 5,942 5,870
California 1,975 1,765 1,774 1,377 806
Texas 1,717 1,752 1,758 1,776 1,360
Arizona 1,421 1,423 1,057 1,079 1,085
Maryland 1,375 1,381 1,386 1,386 1,155
Ontario, Canada 1,131 1,046 1,056 1,133 1,234
New York 929 925 910 928 610
New Jersey 906 884 893 906 931
Maine 857 572 578 591 591
Michigan 611 576 629 350 256
Indiana 519 519 519 519 519
Other locations 3,082 2,731 3,086 3,020 1,276
Total transient RV sites 20,173 19,491 19,432 19,007 15,693


Capital Improvements, Development, and Acquisitions
(amounts in thousands except for *)


Recurring Capital Expenditures
Average/Site*
Recurring
Capital Expenditures (19)
Lot Modifications (20)Acquisitions (21) Expansion &
Development (22)
Revenue Producing (23)
YTD 2019$53 $5,296 $5,587 $328,700 $51,157 $2,803
2018$263 $24,265 $22,867 $414,840 $152,672 $3,864
2017$214 $14,166 $18,049 $204,375 $88,331 $1,990


Operating Statistics for MH and Annual RVs


LOCATIONS Resident Move-outs Net Leased Sites (24) New Home Sales Pre-owned Home Sales Brokered Re-sales
Florida 281 348 59 56 342
Michigan 197 111 15 324 30
Ontario, Canada 301 (13) 3 2 13
Texas 61 101 11 77 14
Arizona 11 16 11 1 54
Indiana 13 51 2 82 4
Ohio 48 11 38
California 12 5 5 14
Colorado 3 6 19 8
Other locations 426 (62) 13 74 21
Three Months Ended March 31, 2019 1,350 571 125 673 500

TOTAL FOR YEAR ENDED Resident Move-outs New Leased Sites (24) New Home Sales Pre-owned Home Sales Brokered Re-sales
2018 3,435 2,600 526 3,103 2,147
2017 2,739 2,406 362 2,920 2,006

PERCENTAGE TRENDS Resident Move-outs Resident Re-sales
2019 (TTM) 2.5% 7.2%
2018 2.4% 7.2%
2017 1.9% 6.6%

Footnotes and Definitions


(1)Investors in and analysts following the real estate industry utilize funds from operations (“FFO”), net operating income (“NOI”), and earnings before interest, tax, depreciation and amortization (“EBITDA”) as supplemental performance measures. The Company believes that FFO, NOI, and EBITDA are appropriate measures given their wide use by and relevance to investors and analysts. Additionally, FFO, NOI, and EBITDA are commonly used in various ratios, pricing multiples, yields and returns and valuation calculations used to measure financial position, performance and value.

• FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of generally accepted accounting principles (“GAAP”) depreciation and amortization of real estate assets.

• NOI provides a measure of rental operations that does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses.

• EBITDA provides a further measure to evaluate ability to incur and service debt and to fund dividends and other cash needs.

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating property, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of the Company’s operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. The Company also uses FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business (“Core FFO”). The Company believes that Core FFO provides enhanced comparability for investor evaluations of period-over-period results.

The Company believes that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a performance measure or GAAP cash flow from operations as a liquidity measure. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Further, FFO is not intended as a measure of a REIT’s ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with the Company’s interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that interpret the NAREIT definition differently.

NOI is derived from revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that the Company believes is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. The Company uses NOI as a key measure when evaluating performance and growth of particular properties and/or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of the properties of the Company rather than of the Company overall.

The Company believes that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of the Company’s financial performance or GAAP cash flow from operating activities as a measure of the Company’s liquidity; nor is it indicative of funds available for the Company’s cash needs, including its ability to make cash distributions. Because of the inclusion of items such as interest, depreciation, and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

EBITDA as defined by NAREIT (referred to as “EBITDAre”) is calculated as GAAP net income (loss), plus interest expense, plus income tax expense, plus depreciation and amortization, plus or minus losses or gains on the disposition of depreciated property (including losses or gains on change of control), plus impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. EBITDAre is a non-GAAP financial measure that the Company uses to evaluate its ability to incur and service debt, fund dividends and other cash needs and cover fixed costs. Investors utilize EBITDAre as a supplemental measure to evaluate and compare investment quality and enterprise value of REITs. The Company also uses EBITDAre excluding certain gain and loss items that management considers unrelated to measurement of the Company’s performance on a basis that is independent of capital structure (“Recurring EBITDA”).

The Company believes that GAAP net income (loss) is the most directly comparable measure to EBITDAre. EBITDAre is not intended to be used as a measure of the Company’s cash generated by operations or its dividend-paying capacity, and should therefore not replace GAAP net income (loss) as an indication of the Company’s financial performance or GAAP cash flow from operating, investing and financing activities as measures of liquidity.

(2) Same Community results reflect constant currency for comparative purposes. Canadian currency figures in the prior comparative period have been translated at 2019 actual exchange rates.

(3) The Same Community occupancy percentage for 2019 is derived from 106,386 developed sites, of which 104,432 were occupied. The number of developed sites excludes RV transient sites and approximately 1,900 recently completed but vacant MH expansion sites. Without the adjustment for vacant expansion sites, the Same Community occupancy percentage is 95.4 percent for MH, 100.0 percent for RV, and 96.4 percent for the blended MH and RV. The MH and RV blended occupancy is derived from 108,282 developed sites, of which 104,432 were occupied. The Same Community occupancy percentage for 2018 has been adjusted to reflect incremental period-over-period growth from filled expansion sites and the conversion of transient RV sites to annual RV sites.

(4) This is a transferred asset transaction which has been classified as collateralized receivables and the cash received from this transaction has been classified as a secured borrowing. The interest income and interest expense accrue at the same rate and amount.

(5) Lines of credit includes the Company’s MH floor plan facility. The effective interest rate on the MH floor plan facility was 7.0 percent for all periods presented. However, the Company pays no interest if the floor plan balance is repaid within 60 days.

(6) Other income / (expense), net was as follows (in thousands):

Three Months Ended
March 31,
2019 2018
Foreign currency translation gain / (loss)$1,969 $(2,524)
Contingent liability remeasurement (loss) / gain(71) (93)
Other income / (expense), net$1,898 $(2,617)

(7) The effect of certain anti-dilutive convertible securities is excluded from these items.

(8) These costs represent the expenses incurred to bring recently acquired properties up to the Company’s operating standards, including items such as tree trimming and painting costs that do not meet the Company’s capitalization policy.

(9) We recorded a total estimated income of $0.3 million in the Core FFO(1) during the first quarter ending March 31, 2018 for the income related to the loss of earnings in excess of the applicable business interruption deductible in relation to our Florida Keys communities. The estimated income was not recorded within our consolidated financial statements during that period in accordance with GAAP. The income was recognized in the fourth quarter of 2018. During the three months ended March 31, 2019, we recorded GAAP income of $0.4 million from business interruption coverage upon notification of payment by the insurance company.

(10) The renter’s monthly payment includes the site rent and an amount attributable to the home lease. Site rent is reflected in Real Property NOI. For purposes of management analysis, site rent is included in Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and to assess the overall growth and performance of the Rental Program and financial impact on the Company’s operations.

(11) Same Community results net $8.4 million and $8.1 million of utility revenue against the related utility expense in property operating and maintenance expense for the three months ended March 31, 2019 and 2018, respectively. The Company adopted ASC 842, the new leasing standard, as of January 1, 2019 which required the reclassification of bad debt expense from Property operating expense to Income from real property. To assist with comparability within Same Community results, bad debt expense has been reclassified to be shown as a reduction of Income from real property for all periods presented.

(12) Same Community supplies and repair expense excludes $0.1 million for the three months ended March 31, 2018 of expenses incurred for recently acquired properties to bring the properties up to the Company’s operating standards, including items such as tree trimming and painting costs that do not meet the Company’s capitalization policy.

(13) Monthly base rent per site pertains to annual RV sites and excludes transient RV sites.

(14) Calculated using actual results without rounding.

(15) Acquisitions and other is comprised of seven properties acquired and one property being operated under a temporary use permit in 2019, twenty properties acquired in 2018, three Florida Keys properties that require redevelopment as a result of damage sustained from Hurricane Irma in 2017, one recently opened ground-up development, one property undergoing redevelopment, one property that we have an interest in, but do not operate, and other miscellaneous transactions and activity.

(16) Includes MH and annual RV sites, and excludes transient RV sites, as applicable.

(17) As of March 31, 2019, total portfolio MH occupancy was 95.4 percent (including the impact of approximately 1,900 recently constructed but vacant MH expansion sites) and annual RV occupancy was 100.0 percent.

(18) Total sites for development were comprised of approximately 71.7 percent for expansion, 23.3 percent for greenfield development and 5.0 percent for redevelopment.

(19) Recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing assets used to operate the community. These capital expenditures include items such as: major road, driveway, pool improvements; clubhouse renovations; adding or replacing street lights; playground equipment; signage; maintenance facilities; manager housing and property vehicles. The minimum capitalized amount is five hundred dollars.

(20) Lot modification capital expenditures improve the asset quality of the community. These costs are incurred when an existing older home moves out, and the site is prepared for a new home, more often than not, a multi-sectional home. These activities, which are mandated by strict manufacturer’s installation requirements and state building code, include items such as new foundations, driveways, and utility upgrades.

(21) Capital expenditures related to acquisitions represent the purchase price of existing operating communities and land parcels to develop expansions or new communities. These costs for the three months ended March 31, 2019 include $12.4 million of capital improvements identified during due diligence that are necessary to bring the communities to the Company’s operating standards. For the years ended December 31, 2018 and 2017, these costs were $94.6 million and $84.0 million, respectively. These include items such as: upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovation including larger decks, heaters, and furniture; new maintenance facilities; and new signage including main signs and internal road signs. These are considered acquisition costs and although identified during due diligence, often require 24 to 36 months after closing to complete.

(22) Expansion and development expenditures consist primarily of construction costs and costs necessary to complete home site improvements, such as driveways, sidewalks and landscaping.

(23) Capital costs related to revenue generating activities consist primarily of garages, sheds, sub-metering of water, sewer and electricity. Revenue generating attractions at our RV resorts are also included here and, occasionally, a special capital project requested by residents and accompanied by an extra rental increase will be classified as revenue producing.

(24) Net leased sites do not include occupied sites acquired during that year.

Certain financial information has been revised to reflect reclassifications in prior periods to conform to current period presentation.

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