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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Equity Lifestyle Properties Inc | NYSE:ELS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.17 | 0.27% | 63.33 | 64.13 | 62.51 | 63.76 | 1,451,518 | 22:30:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
36-3857664
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
Two North Riverside Plaza, Suite 800, Chicago, Illinois
|
60606
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
Page
|
Item 1.
|
Financial Statements
|
|
Index To Financial Statements
|
|
|
Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
|
||
Consolidated Statements of Income and Comprehensive Income for the quarters and nine months ended September 30, 2016 and 2015 (unaudited)
|
||
Consolidated Statements of Changes in Equity for the nine months ended September 30, 2016 (unaudited)
|
||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(unaudited)
|
|
|||||
Assets
|
|
|
|
||||
Investment in real estate:
|
|
|
|
||||
Land
|
$
|
1,155,587
|
|
|
$
|
1,101,676
|
|
Land improvements
|
2,863,758
|
|
|
2,787,882
|
|
||
Buildings and other depreciable property
|
622,045
|
|
|
588,041
|
|
||
|
4,641,390
|
|
|
4,477,599
|
|
||
Accumulated depreciation
|
(1,368,942
|
)
|
|
(1,282,423
|
)
|
||
Net investment in real estate
|
3,272,448
|
|
|
3,195,176
|
|
||
Cash
|
68,812
|
|
|
80,258
|
|
||
Notes receivable, net
|
34,277
|
|
|
35,463
|
|
||
Investment in unconsolidated joint ventures
|
19,198
|
|
|
17,741
|
|
||
Deferred commission expense
|
31,435
|
|
|
30,865
|
|
||
Escrow deposits, goodwill, and other assets, net
|
44,213
|
|
|
40,897
|
|
||
Total Assets
|
$
|
3,470,383
|
|
|
$
|
3,400,400
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
1,892,692
|
|
|
$
|
1,926,880
|
|
Term loan
|
199,327
|
|
|
199,172
|
|
||
Unsecured lines of credit
|
—
|
|
|
—
|
|
||
Accrued expenses and accounts payable
|
94,103
|
|
|
76,044
|
|
||
Deferred revenue – upfront payments from right-to-use contracts
|
80,832
|
|
|
78,405
|
|
||
Deferred revenue – right-to-use annual payments
|
10,578
|
|
|
9,878
|
|
||
Accrued interest payable
|
8,128
|
|
|
8,715
|
|
||
Rents and other customer payments received in advance and security deposits
|
70,794
|
|
|
74,300
|
|
||
Distributions payable
|
39,315
|
|
|
34,315
|
|
||
Total Liabilities
|
2,395,769
|
|
|
2,407,709
|
|
||
Equity:
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 9,945,539 shares authorized as of September 30, 2016 and December 31, 2015; none 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 September 30, 2016 and December 31, 2015 at liquidation value
|
136,144
|
|
|
136,144
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized as of September 30, 2016 and December 31, 2015; 85,303,937 and 84,253,065 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
852
|
|
|
843
|
|
||
Paid-in capital
|
1,096,916
|
|
|
1,039,140
|
|
||
Distributions in excess of accumulated earnings
|
(231,879
|
)
|
|
(250,506
|
)
|
||
Accumulated other comprehensive loss
|
(646
|
)
|
|
(553
|
)
|
||
Total Stockholders’ Equity
|
1,001,387
|
|
|
925,068
|
|
||
Non-controlling interests – Common OP Units
|
73,227
|
|
|
67,623
|
|
||
Total Equity
|
1,074,614
|
|
|
992,691
|
|
||
Total Liabilities and Equity
|
$
|
3,470,383
|
|
|
$
|
3,400,400
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Community base rental income
|
$
|
117,164
|
|
|
$
|
110,908
|
|
|
$
|
346,625
|
|
|
$
|
330,251
|
|
Rental home income
|
3,484
|
|
|
3,413
|
|
|
10,572
|
|
|
10,526
|
|
||||
Resort base rental income
|
54,486
|
|
|
49,765
|
|
|
154,652
|
|
|
142,837
|
|
||||
Right-to-use annual payments
|
11,349
|
|
|
11,334
|
|
|
33,590
|
|
|
33,260
|
|
||||
Right-to-use contracts current period, gross
|
3,672
|
|
|
3,889
|
|
|
9,290
|
|
|
10,264
|
|
||||
Right-to-use contract upfront payments, deferred, net
|
(1,327
|
)
|
|
(1,701
|
)
|
|
(2,427
|
)
|
|
(3,929
|
)
|
||||
Utility and other income
|
21,174
|
|
|
20,027
|
|
|
61,490
|
|
|
58,010
|
|
||||
Gross revenues from home sales
|
10,895
|
|
|
7,878
|
|
|
28,239
|
|
|
24,341
|
|
||||
Brokered resale revenues and ancillary services revenues, net
|
920
|
|
|
1,051
|
|
|
2,736
|
|
|
4,045
|
|
||||
Interest income
|
1,767
|
|
|
1,758
|
|
|
5,052
|
|
|
5,314
|
|
||||
Income from other investments, net
|
2,581
|
|
|
1,822
|
|
|
6,574
|
|
|
5,119
|
|
||||
Total revenues
|
226,165
|
|
|
210,144
|
|
|
656,393
|
|
|
620,038
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
73,410
|
|
|
69,227
|
|
|
203,011
|
|
|
194,522
|
|
||||
Rental home operating and maintenance
|
1,768
|
|
|
1,874
|
|
|
4,874
|
|
|
5,232
|
|
||||
Real estate taxes
|
13,467
|
|
|
12,923
|
|
|
39,534
|
|
|
38,169
|
|
||||
Sales and marketing, gross
|
3,100
|
|
|
3,105
|
|
|
8,524
|
|
|
9,139
|
|
||||
Right-to-use contract commissions, deferred, net
|
(200
|
)
|
|
(464
|
)
|
|
(212
|
)
|
|
(1,471
|
)
|
||||
Property management
|
11,863
|
|
|
11,361
|
|
|
35,670
|
|
|
33,750
|
|
||||
Depreciation on real estate assets and rental homes
|
29,518
|
|
|
28,410
|
|
|
87,203
|
|
|
84,861
|
|
||||
Amortization of in-place leases
|
1,376
|
|
|
616
|
|
|
2,139
|
|
|
1,950
|
|
||||
Cost of home sales
|
10,745
|
|
|
7,868
|
|
|
28,507
|
|
|
23,685
|
|
||||
Home selling expenses
|
909
|
|
|
861
|
|
|
2,548
|
|
|
2,386
|
|
||||
General and administrative
|
7,653
|
|
|
7,225
|
|
|
23,315
|
|
|
22,172
|
|
||||
Property rights initiatives and other
|
855
|
|
|
687
|
|
|
2,036
|
|
|
1,934
|
|
||||
Early debt retirement
|
—
|
|
|
—
|
|
|
—
|
|
|
16,922
|
|
||||
Interest and related amortization
|
25,440
|
|
|
26,227
|
|
|
76,635
|
|
|
79,648
|
|
||||
Total expenses
|
179,904
|
|
|
169,920
|
|
|
513,784
|
|
|
512,899
|
|
||||
Income before equity in income of unconsolidated joint ventures
|
46,261
|
|
|
40,224
|
|
|
142,609
|
|
|
107,139
|
|
||||
Equity in income of unconsolidated joint ventures
|
496
|
|
|
1,882
|
|
|
2,142
|
|
|
3,606
|
|
||||
Consolidated net income
|
46,757
|
|
|
42,106
|
|
|
144,751
|
|
|
110,745
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income allocated to non-controlling interests – Common OP Units
|
(3,462
|
)
|
|
(3,136
|
)
|
|
(10,770
|
)
|
|
(8,191
|
)
|
||||
Series C Redeemable Perpetual Preferred Stock Dividends
|
(2,297
|
)
|
|
(2,297
|
)
|
|
(6,910
|
)
|
|
(6,910
|
)
|
||||
Net income available for Common Stockholders
|
$
|
40,998
|
|
|
$
|
36,673
|
|
|
$
|
127,071
|
|
|
$
|
95,644
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated net income
|
$
|
46,757
|
|
|
$
|
42,106
|
|
|
$
|
144,751
|
|
|
$
|
110,745
|
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
|
|
||||||||
Adjustment for fair market value of swap
|
551
|
|
|
(578
|
)
|
|
(93
|
)
|
|
(1,231
|
)
|
||||
Consolidated comprehensive income
|
47,308
|
|
|
41,528
|
|
|
144,658
|
|
|
109,514
|
|
||||
Comprehensive income allocated to non-controlling interests – Common OP Units
|
(3,505
|
)
|
|
(3,090
|
)
|
|
(10,762
|
)
|
|
(8,093
|
)
|
||||
Series C Redeemable Perpetual Preferred Stock Dividends
|
(2,297
|
)
|
|
(2,297
|
)
|
|
(6,910
|
)
|
|
(6,910
|
)
|
||||
Comprehensive income attributable to Common Stockholders
|
$
|
41,506
|
|
|
$
|
36,141
|
|
|
$
|
126,986
|
|
|
$
|
94,511
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||||||
Earnings per Common Share – Basic:
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
1.50
|
|
|
$
|
1.14
|
|
Earnings per Common Share – Fully Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders
|
$
|
0.48
|
|
|
$
|
0.43
|
|
|
$
|
1.49
|
|
|
$
|
1.13
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per Common Share outstanding
|
$
|
0.425
|
|
|
$
|
0.375
|
|
|
$
|
1.275
|
|
|
$
|
1.125
|
|
Weighted average Common Shares outstanding – basic
|
85,105
|
|
|
84,057
|
|
|
84,649
|
|
|
84,016
|
|
||||
Weighted average Common Shares outstanding – fully diluted
|
92,910
|
|
|
91,940
|
|
|
92,405
|
|
|
91,877
|
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
6.75% Series C Cumulative
Redeemable
Perpetual
Preferred Stock
|
|
Distributions
in Excess of
Accumulated
Earnings
|
|
Non-
controlling
interests –
Common OP
Units
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Equity
|
||||||||||||||
Balance, December 31, 2015
|
$
|
843
|
|
|
$
|
1,039,140
|
|
|
$
|
136,144
|
|
|
$
|
(250,506
|
)
|
|
$
|
67,623
|
|
|
$
|
(553
|
)
|
|
$
|
992,691
|
|
Conversion of Common OP Units to Common Stock
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||||||
Issuance of Common Stock through exercise of options
|
2
|
|
|
5,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,232
|
|
|||||||
Issuance of Common Stock through employee stock purchase plan
|
—
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|||||||
Issuance of Common Stock
|
7
|
|
|
49,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|||||||
Compensation expenses related to restricted stock
|
—
|
|
|
6,796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,796
|
|
|||||||
Repurchase of Common Stock or Common OP units
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|||||||
Adjustment for Common OP Unitholders in the Operating Partnership
|
—
|
|
|
(4,068
|
)
|
|
—
|
|
|
—
|
|
|
4,068
|
|
|
—
|
|
|
—
|
|
|||||||
Adjustment for fair market value of swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
6,910
|
|
|
127,071
|
|
|
10,770
|
|
|
—
|
|
|
144,751
|
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
(6,910
|
)
|
|
(108,444
|
)
|
|
(9,186
|
)
|
|
—
|
|
|
(124,540
|
)
|
|||||||
Other
|
—
|
|
|
(824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(824
|
)
|
|||||||
Balance, September 30, 2016
|
$
|
852
|
|
|
$
|
1,096,916
|
|
|
$
|
136,144
|
|
|
$
|
(231,879
|
)
|
|
$
|
73,227
|
|
|
$
|
(646
|
)
|
|
$
|
1,074,614
|
|
|
September 30,
2016 |
|
September 30,
2015 |
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Consolidated net income
|
$
|
144,751
|
|
|
$
|
110,745
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
||||
Early debt retirement
|
—
|
|
|
16,922
|
|
||
Depreciation
|
88,043
|
|
|
85,674
|
|
||
Amortization of in-place leases
|
2,139
|
|
|
1,950
|
|
||
Amortization of loan costs
|
2,930
|
|
|
3,164
|
|
||
Debt premium amortization
|
(2,633
|
)
|
|
(2,983
|
)
|
||
Equity in income of unconsolidated joint ventures
|
(2,142
|
)
|
|
(3,606
|
)
|
||
Distributions of income from unconsolidated joint ventures
|
1,417
|
|
|
3,331
|
|
||
Amortization of stock-related compensation
|
6,796
|
|
|
6,268
|
|
||
Revenue recognized from right-to-use contract upfront payments
|
(6,863
|
)
|
|
(6,335
|
)
|
||
Commission expense recognized related to right-to-use contracts
|
3,071
|
|
|
2,629
|
|
||
Long term incentive plan compensation
|
(3,390
|
)
|
|
955
|
|
||
Recovery of uncollectible rents receivable
|
(548
|
)
|
|
(374
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Notes receivable activity, net
|
349
|
|
|
21
|
|
||
Deferred commission expense
|
(3,641
|
)
|
|
(4,821
|
)
|
||
Escrow deposits, goodwill and other assets
|
22,516
|
|
|
34,494
|
|
||
Accrued expenses and accounts payable
|
15,392
|
|
|
26,308
|
|
||
Deferred revenue – upfront payments from right-to-use contracts
|
9,290
|
|
|
10,264
|
|
||
Deferred revenue – right-to-use annual payments
|
700
|
|
|
1,070
|
|
||
Rents received in advance and security deposits
|
(3,595
|
)
|
|
1,543
|
|
||
Net cash provided by operating activities
|
274,582
|
|
|
287,219
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Real estate acquisition
|
(78,203
|
)
|
|
(23,687
|
)
|
||
Investment in unconsolidated joint ventures
|
(5,000
|
)
|
|
(4,000
|
)
|
||
Distributions of capital from unconsolidated joint ventures
|
4,094
|
|
|
80
|
|
||
Repayments of notes receivable
|
7,788
|
|
|
7,896
|
|
||
Issuance of notes receivable
|
(7,436
|
)
|
|
(7,711
|
)
|
||
Capital improvements
|
(87,316
|
)
|
|
(67,838
|
)
|
||
Net cash used in investing activities
|
(166,073
|
)
|
|
(95,260
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Proceeds from stock options and employee stock purchase plan
|
5,833
|
|
|
4,625
|
|
||
Gross proceeds from sale of Common Stock
|
50,000
|
|
|
—
|
|
||
Distributions:
|
|
|
|
||||
Common Stockholders
|
(103,803
|
)
|
|
(90,466
|
)
|
||
Common OP Unitholders
|
(8,828
|
)
|
|
(7,767
|
)
|
||
Preferred Stockholders
|
(6,910
|
)
|
|
(6,910
|
)
|
||
Principal payments and mortgage debt payoff
|
(109,256
|
)
|
|
(446,661
|
)
|
||
New mortgage notes payable financing proceeds
|
54,450
|
|
|
395,323
|
|
||
Debt issuance and defeasance costs
|
(617
|
)
|
|
(23,998
|
)
|
||
Other
|
(824
|
)
|
|
(424
|
)
|
||
Net cash used in financing activities
|
(119,955
|
)
|
|
(176,278
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(11,446
|
)
|
|
15,681
|
|
||
Cash, beginning of period
|
80,258
|
|
|
73,714
|
|
||
Cash, end of period
|
$
|
68,812
|
|
|
$
|
89,395
|
|
|
September 30,
2016 |
|
September 30,
2015 |
||||
Supplemental Information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
79,762
|
|
|
$
|
80,575
|
|
Capital improvements – used homes acquired by repossessions
|
485
|
|
|
597
|
|
||
Net repayments of notes receivable – used homes acquired by repossessions
|
(485
|
)
|
|
(597
|
)
|
||
Building and other depreciable property – reclassification of rental homes
|
26,070
|
|
|
21,105
|
|
||
Escrow deposits and other assets – reclassification of rental homes
|
(26,070
|
)
|
|
(21,105
|
)
|
||
|
|
|
|
||||
Real estate acquisitions:
|
|
|
|
||||
Investment in real estate, fair value
|
$
|
(100,148
|
)
|
|
$
|
(23,900
|
)
|
Investment in real estate, cost
|
(2,000
|
)
|
|
—
|
|
||
Escrow deposits and other assets
|
(20
|
)
|
|
(53
|
)
|
||
Debt assumed
|
22,010
|
|
|
—
|
|
||
Accrued expenses and accounts payable
|
1,955
|
|
|
62
|
|
||
Rents and other customer payments received in advance and security deposits
|
—
|
|
|
204
|
|
||
Real estate acquisitions, net
|
$
|
(78,203
|
)
|
|
$
|
(23,687
|
)
|
(a)
|
Basis of Presentation and Principles of Consolidation
|
(b)
|
Identified Intangibles and Goodwill
|
(c)
|
Restricted Cash
|
(d)
|
Fair Value of Financial Instruments
|
(e)
|
Deferred Financing Costs, net
|
(f)
|
Recent Accounting Pronouncements
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net Income Available for Common Stockholders:
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders – basic
|
$
|
40,998
|
|
|
$
|
36,673
|
|
|
$
|
127,071
|
|
|
$
|
95,644
|
|
Amounts allocated to dilutive securities
|
3,462
|
|
|
3,136
|
|
|
10,770
|
|
|
8,191
|
|
||||
Net income available for Common Stockholders – fully diluted
|
$
|
44,460
|
|
|
$
|
39,809
|
|
|
$
|
137,841
|
|
|
$
|
103,835
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average Common Shares outstanding – basic
|
85,105
|
|
|
84,057
|
|
|
84,649
|
|
|
84,016
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Redemption of Common OP Units for Common Shares
|
7,203
|
|
|
7,212
|
|
|
7,205
|
|
|
7,220
|
|
||||
Stock options and restricted shares
|
602
|
|
|
671
|
|
|
551
|
|
|
641
|
|
||||
Weighted average Common Shares outstanding – fully diluted
|
92,910
|
|
|
91,940
|
|
|
92,405
|
|
|
91,877
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per Common Share – Basic:
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
1.50
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Common Share – Fully Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders
|
$
|
0.48
|
|
|
$
|
0.43
|
|
|
$
|
1.49
|
|
|
$
|
1.13
|
|
Distribution Amount Per Share
|
|
For the Quarter Ending
|
|
Stockholder Record Date
|
|
Payment Date
|
$0.421875
|
|
March 31, 2016
|
|
March 21, 2016
|
|
March 31, 2016
|
$0.421875
|
|
June 30, 2016
|
|
June 17, 2016
|
|
June 30, 2016
|
$0.421875
|
|
September 30, 2016
|
|
September 16, 2016
|
|
September 30, 2016
|
Distribution Amount Per Share
|
|
For the Quarter Ending
|
|
Stockholder Record Date
|
|
Payment Date
|
$0.425
|
|
March 31, 2016
|
|
March 25, 2016
|
|
April 8, 2016
|
$0.425
|
|
June 30, 2016
|
|
June 24, 2016
|
|
July 8, 2016
|
$0.425
|
|
September 30, 2016
|
|
September 30, 2016
|
|
October 14, 2016
|
|
|
Nine Months Ended September 30, 2016
|
||
Shares of Common Stock sold
|
|
683,548
|
|
|
Weighted average price
|
|
$
|
73.15
|
|
Total gross proceeds
|
|
$
|
50,000
|
|
Commissions paid to sales agents
|
|
$
|
657
|
|
|
Nine Months Ended
|
|
Year Ended
|
||||
|
September 30,
2016 |
|
December 31,
2015 |
||||
Assets acquired
|
|
|
|
||||
Land
|
$
|
52,090
|
|
|
$
|
8,985
|
|
Buildings and other depreciable property
|
43,572
|
|
|
13,948
|
|
||
Manufactured homes
|
39
|
|
|
345
|
|
||
In-place leases
|
4,447
|
|
|
622
|
|
||
Net investment in real estate
|
100,148
|
|
|
23,900
|
|
||
Other assets
|
20
|
|
|
53
|
|
||
Total Assets acquired
|
$
|
100,168
|
|
|
$
|
23,953
|
|
|
|
|
|
||||
Liabilities assumed
|
|
|
|
||||
Mortgage notes payable
|
$
|
22,010
|
|
|
$
|
—
|
|
Other liabilities
|
1,955
|
|
|
266
|
|
||
Total Liabilities assumed
|
$
|
23,965
|
|
|
$
|
266
|
|
Net assets acquired
|
$
|
76,203
|
|
|
$
|
23,687
|
|
|
|
|
|
|
|
|
|
Investment as of
|
|
JV Income (loss) for the
Nine Months Ended
|
||||||||||||||
Investment
|
Location
|
|
Number of
Sites
|
|
Economic
Interest (a) |
|
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||||||||
Meadows
|
Various (2,2)
|
|
1,077
|
|
|
50
|
%
|
|
|
$
|
288
|
|
|
$
|
162
|
|
|
$
|
1,026
|
|
|
$
|
1,176
|
|
Lakeshore
|
Florida (2,2)
|
|
342
|
|
|
65
|
%
|
|
|
64
|
|
|
46
|
|
|
250
|
|
|
1,694
|
|
||||
Voyager
|
Arizona (1,1)
|
|
1,706
|
|
|
50
|
%
|
(b)
|
|
3,515
|
|
|
7,166
|
|
|
902
|
|
|
764
|
|
||||
ECHO JV
|
Various
|
|
—
|
|
|
50
|
%
|
|
|
15,331
|
|
|
10,367
|
|
|
(36
|
)
|
|
(28
|
)
|
||||
|
|
|
3,125
|
|
|
|
|
|
$
|
19,198
|
|
|
$
|
17,741
|
|
|
$
|
2,142
|
|
|
$
|
3,606
|
|
(a)
|
The percentages shown approximate our economic interest as of
September 30, 2016
. Our legal ownership interest may differ.
|
(b)
|
Voyager joint venture primarily consists of a
50%
interest in Voyager RV Resort and
33%
interest in the utility plant servicing the Property.
|
Derivatives in Cash Flow Hedging Relationship
|
|
Balance Sheet Location
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Interest Rate Swap
|
|
Accrued expenses and accounts payable
|
|
$
|
646
|
|
|
$
|
553
|
|
Derivatives in Cash Flow Hedging Relationship
|
|
Amount of loss (gain) recognized
in OCI on derivative |
|
Location of loss
reclassified from accumulated OCI into income |
|
Amount of loss
reclassified from accumulated OCI into income |
||||||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
|
September 30,
2016 |
|
September 30,
2015 |
||||||||||
Interest Rate Swap
|
|
$
|
(272
|
)
|
|
$
|
1,012
|
|
|
Interest Expense
|
|
$
|
279
|
|
|
$
|
434
|
|
Derivatives in Cash Flow Hedging Relationship
|
|
Amount of loss recognized
in OCI on derivative |
|
Location of loss
reclassified from accumulated OCI into income |
|
Amount of loss
reclassified from accumulated OCI into income |
||||||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
|
September 30,
2016 |
|
September 30,
2015 |
||||||||||
Interest Rate Swap
|
|
$
|
986
|
|
|
$
|
2,535
|
|
|
Interest Expense
|
|
$
|
893
|
|
|
$
|
1,304
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Deferred revenue–upfront payments from right-to-use contracts, as of January 1,
|
$
|
78,405
|
|
|
$
|
74,174
|
|
Right-to-use contracts current period, gross
|
9,290
|
|
|
10,264
|
|
||
Revenue recognized from right-to-use contract upfront payments
|
(6,863
|
)
|
|
(6,335
|
)
|
||
Right-to-use contract upfront payments, deferred, net
|
2,427
|
|
|
3,929
|
|
||
Deferred revenue–upfront payments from right-to-use contracts, as of September 30,
|
$
|
80,832
|
|
|
$
|
78,103
|
|
|
|
|
|
||||
Deferred commission expense, as of January 1,
|
$
|
30,865
|
|
|
$
|
28,589
|
|
Deferred commission expense
|
3,641
|
|
|
4,821
|
|
||
Commission expense recognized
|
(3,071
|
)
|
|
(2,629
|
)
|
||
Net increase in deferred commission expense
|
570
|
|
|
2,192
|
|
||
Deferred commission expense, as of September 30,
|
$
|
31,435
|
|
|
$
|
30,781
|
|
|
Property
Operations
|
|
Home Sales
and Rentals
Operations
|
|
Consolidated
|
||||||
Operations revenues
|
$
|
207,162
|
|
|
$
|
14,655
|
|
|
$
|
221,817
|
|
Operations expenses
|
(101,640
|
)
|
|
(13,422
|
)
|
|
(115,062
|
)
|
|||
Income from segment operations
|
105,522
|
|
|
1,233
|
|
|
106,755
|
|
|||
Interest income
|
711
|
|
|
1,056
|
|
|
1,767
|
|
|||
Depreciation on real estate assets and rental homes
|
(26,804
|
)
|
|
(2,714
|
)
|
|
(29,518
|
)
|
|||
Amortization of in-place leases
|
(1,376
|
)
|
|
—
|
|
|
(1,376
|
)
|
|||
Income (loss) from operations
|
$
|
78,053
|
|
|
$
|
(425
|
)
|
|
$
|
77,628
|
|
Reconciliation to Consolidated net income:
|
|
|
|
|
|
||||||
Corporate interest income
|
|
|
|
|
—
|
|
|||||
Income from other investments, net
|
|
|
|
|
2,581
|
|
|||||
General and administrative
|
|
|
|
|
(7,653
|
)
|
|||||
Property rights initiatives and other
|
|
|
|
|
(855
|
)
|
|||||
Interest and related amortization
|
|
|
|
|
(25,440
|
)
|
|||||
Equity in income of unconsolidated joint ventures
|
|
|
|
|
496
|
|
|||||
Consolidated net income
|
|
|
|
|
$
|
46,757
|
|
||||
|
|
|
|
|
|
||||||
Total assets
|
$
|
3,238,699
|
|
|
$
|
231,684
|
|
|
$
|
3,470,383
|
|
|
Property
Operations
|
|
Home Sales
and Rentals
Operations
|
|
Consolidated
|
||||||
Operations revenues
|
$
|
194,983
|
|
|
$
|
11,581
|
|
|
$
|
206,564
|
|
Operations expenses
|
(96,152
|
)
|
|
(10,603
|
)
|
|
(106,755
|
)
|
|||
Income from segment operations
|
98,831
|
|
|
978
|
|
|
99,809
|
|
|||
Interest income
|
692
|
|
|
1,037
|
|
|
1,729
|
|
|||
Depreciation on real estate assets and rental homes
|
(25,703
|
)
|
|
(2,707
|
)
|
|
(28,410
|
)
|
|||
Amortization of in-place leases
|
(616
|
)
|
|
—
|
|
|
(616
|
)
|
|||
Income from operations
|
$
|
73,204
|
|
|
$
|
(692
|
)
|
|
72,512
|
|
|
Reconciliation to Consolidated net income:
|
|
|
|
|
|
||||||
Corporate interest income
|
|
|
|
|
29
|
|
|||||
Income from other investments, net
|
|
|
|
|
1,822
|
|
|||||
General and administrative
|
|
|
|
|
(7,225
|
)
|
|||||
Property rights initiatives and other
|
|
|
|
|
(687
|
)
|
|||||
Interest and related amortization
|
|
|
|
|
(26,227
|
)
|
|||||
Equity in income of unconsolidated joint ventures
|
|
|
|
|
1,882
|
|
|||||
Consolidated net income
|
|
|
|
|
$
|
42,106
|
|
||||
|
|
|
|
|
|
||||||
Total assets
|
$
|
3,193,473
|
|
|
$
|
249,917
|
|
|
$
|
3,443,390
|
|
|
Property
Operations
|
|
Home Sales
and Rentals
Operations
|
|
Consolidated
|
||||||
Operations revenues
|
$
|
605,072
|
|
|
$
|
39,695
|
|
|
$
|
644,767
|
|
Operations expenses
|
(286,527
|
)
|
|
(35,929
|
)
|
|
(322,456
|
)
|
|||
Income from segment operations
|
318,545
|
|
|
3,766
|
|
|
322,311
|
|
|||
Interest income
|
2,164
|
|
|
2,841
|
|
|
5,005
|
|
|||
Depreciation on real estate assets and rental homes
|
(79,086
|
)
|
|
(8,117
|
)
|
|
(87,203
|
)
|
|||
Amortization of in-place leases
|
(2,139
|
)
|
|
—
|
|
|
(2,139
|
)
|
|||
Income (loss) from operations
|
$
|
239,484
|
|
|
$
|
(1,510
|
)
|
|
$
|
237,974
|
|
Reconciliation to Consolidated net income:
|
|
|
|
|
|
||||||
Corporate interest income
|
|
|
|
|
47
|
|
|||||
Income from other investments, net
|
|
|
|
|
6,574
|
|
|||||
General and administrative
|
|
|
|
|
(23,315
|
)
|
|||||
Property rights initiatives and other
|
|
|
|
|
(2,036
|
)
|
|||||
Interest and related amortization
|
|
|
|
|
(76,635
|
)
|
|||||
Equity in income of unconsolidated joint ventures
|
|
|
|
|
2,142
|
|
|||||
Consolidated net income
|
|
|
|
|
$
|
144,751
|
|
||||
|
|
|
|
|
|
||||||
Total assets
|
$
|
3,238,699
|
|
|
$
|
231,684
|
|
|
$
|
3,470,383
|
|
Capital improvements
|
$
|
38,758
|
|
|
$
|
48,558
|
|
|
$
|
87,316
|
|
|
Property
Operations
|
|
Home Sales
and Rentals
Operations
|
|
Consolidated
|
||||||
Operations revenues
|
$
|
573,797
|
|
|
$
|
35,808
|
|
|
$
|
609,605
|
|
Operations expenses
|
(274,109
|
)
|
|
(31,303
|
)
|
|
(305,412
|
)
|
|||
Income from segment operations
|
299,688
|
|
|
4,505
|
|
|
304,193
|
|
|||
Interest income
|
2,114
|
|
|
3,126
|
|
|
5,240
|
|
|||
Depreciation on real estate assets and rental homes
|
(76,668
|
)
|
|
(8,193
|
)
|
|
(84,861
|
)
|
|||
Amortization of in-place leases
|
(1,950
|
)
|
|
—
|
|
|
(1,950
|
)
|
|||
Income from operations
|
$
|
223,184
|
|
|
$
|
(562
|
)
|
|
222,622
|
|
|
Reconciliation to Consolidated net income:
|
|
|
|
|
|
||||||
Corporate interest income
|
|
|
|
|
74
|
|
|||||
Income from other investments, net
|
|
|
|
|
5,119
|
|
|||||
General and administrative
|
|
|
|
|
(22,172
|
)
|
|||||
Property rights initiatives and other
|
|
|
|
|
(1,934
|
)
|
|||||
Early debt retirement
|
|
|
|
|
(16,922
|
)
|
|||||
Interest and related amortization
|
|
|
|
|
(79,648
|
)
|
|||||
Equity in income of unconsolidated joint ventures
|
|
|
|
|
3,606
|
|
|||||
Consolidated net income
|
|
|
|
|
$
|
110,745
|
|
||||
|
|
|
|
|
|
||||||
Total assets
|
$
|
3,193,473
|
|
|
$
|
249,917
|
|
|
$
|
3,443,390
|
|
Capital improvements
|
$
|
37,211
|
|
|
$
|
30,627
|
|
|
$
|
67,838
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Community base rental income
|
$
|
117,164
|
|
|
$
|
110,908
|
|
|
$
|
346,625
|
|
|
$
|
330,251
|
|
Resort base rental income
|
54,486
|
|
|
49,765
|
|
|
154,652
|
|
|
142,837
|
|
||||
Right-to-use annual payments
|
11,349
|
|
|
11,334
|
|
|
33,590
|
|
|
33,260
|
|
||||
Right-to-use contracts current period, gross
|
3,672
|
|
|
3,889
|
|
|
9,290
|
|
|
10,264
|
|
||||
Right-to-use contract upfront payments, deferred, net
|
(1,327
|
)
|
|
(1,701
|
)
|
|
(2,427
|
)
|
|
(3,929
|
)
|
||||
Utility and other income
|
21,174
|
|
|
20,027
|
|
|
61,490
|
|
|
58,010
|
|
||||
Ancillary services revenues, net
|
644
|
|
|
761
|
|
|
1,852
|
|
|
3,104
|
|
||||
Total property operations revenues
|
207,162
|
|
|
194,983
|
|
|
605,072
|
|
|
573,797
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
73,410
|
|
|
69,227
|
|
|
203,011
|
|
|
194,522
|
|
||||
Real estate taxes
|
13,467
|
|
|
12,923
|
|
|
39,534
|
|
|
38,169
|
|
||||
Sales and marketing, gross
|
3,100
|
|
|
3,105
|
|
|
8,524
|
|
|
9,139
|
|
||||
Right-to-use contract commissions, deferred, net
|
(200
|
)
|
|
(464
|
)
|
|
(212
|
)
|
|
(1,471
|
)
|
||||
Property management
|
11,863
|
|
|
11,361
|
|
|
35,670
|
|
|
33,750
|
|
||||
Total property operations expenses
|
101,640
|
|
|
96,152
|
|
|
286,527
|
|
|
274,109
|
|
||||
Income from property operations segment
|
$
|
105,522
|
|
|
$
|
98,831
|
|
|
$
|
318,545
|
|
|
$
|
299,688
|
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
|||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Gross revenue from home sales
|
$
|
10,895
|
|
|
$
|
7,878
|
|
|
$
|
28,239
|
|
|
$
|
24,341
|
|
Brokered resale revenues, net
|
276
|
|
|
290
|
|
|
884
|
|
|
941
|
|
||||
Rental home income
(a)
|
3,484
|
|
|
3,413
|
|
|
10,572
|
|
|
10,526
|
|
||||
Total revenues
|
14,655
|
|
|
11,581
|
|
|
39,695
|
|
|
35,808
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of home sales
|
10,745
|
|
|
7,868
|
|
|
28,507
|
|
|
23,685
|
|
||||
Home selling expenses
|
909
|
|
|
861
|
|
|
2,548
|
|
|
2,386
|
|
||||
Rental home operating and maintenance
|
1,768
|
|
|
1,874
|
|
|
4,874
|
|
|
5,232
|
|
||||
Total expenses
|
13,422
|
|
|
10,603
|
|
|
35,929
|
|
|
31,303
|
|
||||
Income from home sales and rentals operations segment
|
$
|
1,233
|
|
|
$
|
978
|
|
|
$
|
3,766
|
|
|
$
|
4,505
|
|
(a)
|
Segment information does not include Site rental income included in Community base rental income.
|
•
|
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 ability to manage counterparty risk;
|
•
|
in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyers 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, 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 pending or future lawsuits filed against us, including those disclosed in our filings with the Securities and Exchange Commission, by tenant groups seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other tenant related matters, such as the case currently pending in the California Court of Appeal, Sixth Appellate District, Case No. H041913, involving our California Hawaiian manufactured home property, including any further proceedings on appeal or in the trial court; and
|
•
|
other risks indicated from time to time in our filings with the Securities and Exchange Commission.
|
Property
|
Transaction Date
|
|
Sites
|
|
|
|
|
|
|
Total Sites as of January 1, 2015
|
|
|
143,113
|
|
Property or Portfolio:
|
|
|
|
|
Acquisitions:
|
|
|
|
|
Bogue Pines
|
February 9, 2015
|
|
150
|
|
Whispering Pines
|
February 9, 2015
|
|
278
|
|
Miami Everglades
|
June 26, 2015
|
|
303
|
|
Rose Bay
|
January 27, 2016
|
|
303
|
|
Portland Fairview
|
May 26, 2016
|
|
407
|
|
Forest Lake Estates
|
June 15, 2016
|
|
1,168
|
|
Expansion Site Development and other:
|
|
|
|
|
Net Sites added (reconfigured) in 2015
|
|
|
94
|
|
Net Sites added (reconfigured) in 2016
|
|
|
(17
|
)
|
Total Sites as of September 30, 2016
|
|
|
145,799
|
|
|
|
|
|
(1)
|
Includes approximately
5,700
Sites rented on an annual basis.
|
(2)
|
Joint ventures have approximately 2,200 annual Sites, approximately 400 seasonal Sites and approximately 500 transient Sites.
|
|
Years Ended December 31,
|
|
Nine Months Ended September 30,
|
|||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||
TTC Origination
|
10,198
|
|
|
15,607
|
|
|
18,187
|
|
|
25,544
|
|
|
23,983
|
|
TTC Sales
|
8,909
|
|
|
9,289
|
|
|
10,014
|
|
|
11,877
|
|
|
10,744
|
|
RV Dealer TTC Activations
|
1,289
|
|
|
6,318
|
|
|
8,173
|
|
|
13,667
|
|
|
13,239
|
|
|
|
Total Portfolio
|
||||||||||||||
|
|
Quarters Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||||||
Income from property operations
|
|
$
|
106,594
|
|
|
$
|
99,609
|
|
|
$
|
322,391
|
|
|
$
|
301,878
|
|
(Loss) income from home sales operations and other
|
|
161
|
|
|
200
|
|
|
(80
|
)
|
|
2,315
|
|
||||
Total other income and expenses, net
|
|
(60,494
|
)
|
|
(59,585
|
)
|
|
(179,702
|
)
|
|
(197,054
|
)
|
||||
Income before equity in income of unconsolidated joint ventures
|
|
$
|
46,261
|
|
|
$
|
40,224
|
|
|
$
|
142,609
|
|
|
$
|
107,139
|
|
|
Core Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
||||||||||||||
Community base rental income
|
$
|
115,944
|
|
|
$
|
110,792
|
|
|
$
|
5,152
|
|
|
4.7
|
%
|
|
$
|
117,164
|
|
|
$
|
110,908
|
|
|
$
|
6,256
|
|
|
5.6
|
%
|
Rental home income
|
3,484
|
|
|
3,408
|
|
|
76
|
|
|
2.2
|
%
|
|
3,484
|
|
|
3,413
|
|
|
71
|
|
|
2.1
|
%
|
||||||
Resort base rental income
|
52,809
|
|
|
49,338
|
|
|
3,471
|
|
|
7.0
|
%
|
|
54,486
|
|
|
49,765
|
|
|
4,721
|
|
|
9.5
|
%
|
||||||
Right-to-use annual payments
|
11,349
|
|
|
11,334
|
|
|
15
|
|
|
0.1
|
%
|
|
11,349
|
|
|
11,334
|
|
|
15
|
|
|
0.1
|
%
|
||||||
Right-to-use contracts current period, gross
|
3,672
|
|
|
3,889
|
|
|
(217
|
)
|
|
(5.6
|
)%
|
|
3,672
|
|
|
3,889
|
|
|
(217
|
)
|
|
(5.6
|
)%
|
||||||
Utility and other income
|
20,887
|
|
|
19,956
|
|
|
931
|
|
|
4.7
|
%
|
|
21,174
|
|
|
20,027
|
|
|
1,147
|
|
|
5.7
|
%
|
||||||
Property operating revenues, excluding deferrals
|
208,145
|
|
|
198,717
|
|
|
9,428
|
|
|
4.7
|
%
|
|
211,329
|
|
|
199,336
|
|
|
11,993
|
|
|
6.0
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Property operating and maintenance
|
72,295
|
|
|
68,875
|
|
|
3,420
|
|
|
5.0
|
%
|
|
73,410
|
|
|
69,227
|
|
|
4,183
|
|
|
6.0
|
%
|
||||||
Rental home operating and maintenance
|
1,765
|
|
|
1,874
|
|
|
(109
|
)
|
|
(5.8
|
)%
|
|
1,768
|
|
|
1,874
|
|
|
(106
|
)
|
|
(5.7
|
)%
|
||||||
Real estate taxes
|
13,125
|
|
|
12,890
|
|
|
235
|
|
|
1.8
|
%
|
|
13,467
|
|
|
12,923
|
|
|
544
|
|
|
4.2
|
%
|
||||||
Sales and marketing, gross
|
3,100
|
|
|
3,105
|
|
|
(5
|
)
|
|
(0.2
|
)%
|
|
3,100
|
|
|
3,105
|
|
|
(5
|
)
|
|
(0.2
|
)%
|
||||||
Property operating expenses, excluding deferrals and Property management
|
90,285
|
|
|
86,744
|
|
|
3,541
|
|
|
4.1
|
%
|
|
91,745
|
|
|
87,129
|
|
|
4,616
|
|
|
5.3
|
%
|
||||||
Income from property operations, excluding deferrals and Property management
(1)
|
117,860
|
|
|
111,973
|
|
|
5,887
|
|
|
5.3
|
%
|
|
119,584
|
|
|
112,207
|
|
|
7,377
|
|
|
6.6
|
%
|
||||||
Property management
|
11,861
|
|
|
11,361
|
|
|
500
|
|
|
4.4
|
%
|
|
11,863
|
|
|
11,361
|
|
|
502
|
|
|
4.4
|
%
|
||||||
Income from property operations, excluding deferrals
(1)
|
105,999
|
|
|
100,612
|
|
|
5,387
|
|
|
5.4
|
%
|
|
107,721
|
|
|
100,846
|
|
|
6,875
|
|
|
6.8
|
%
|
||||||
Right-to-use contracts, deferred and sales and marketing, deferred, net
|
1,127
|
|
|
1,237
|
|
|
(110
|
)
|
|
(8.9
|
)%
|
|
1,127
|
|
|
1,237
|
|
|
(110
|
)
|
|
(8.9
|
)%
|
||||||
Income from property operations
(1)
|
$
|
104,872
|
|
|
$
|
99,375
|
|
|
$
|
5,497
|
|
|
5.5
|
%
|
|
$
|
106,594
|
|
|
$
|
99,609
|
|
|
$
|
6,985
|
|
|
7.0
|
%
|
|
Core Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
||||||||||||||
Annual
|
$
|
30,549
|
|
|
$
|
28,881
|
|
|
$
|
1,668
|
|
|
5.8
|
%
|
|
$
|
31,278
|
|
|
$
|
29,075
|
|
|
$
|
2,203
|
|
|
7.6
|
%
|
Seasonal
|
3,747
|
|
|
3,820
|
|
|
(73
|
)
|
|
(1.9
|
)%
|
|
4,244
|
|
|
3,933
|
|
|
311
|
|
|
7.9
|
%
|
||||||
Transient
|
18,513
|
|
|
16,637
|
|
|
1,876
|
|
|
11.3
|
%
|
|
18,964
|
|
|
16,757
|
|
|
2,207
|
|
|
13.2
|
%
|
||||||
Resort base rental income
|
$
|
52,809
|
|
|
$
|
49,338
|
|
|
$
|
3,471
|
|
|
7.0
|
%
|
|
$
|
54,486
|
|
|
$
|
49,765
|
|
|
$
|
4,721
|
|
|
9.5
|
%
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Gross revenues from new home sales
(1)
|
|
$
|
8,057
|
|
|
$
|
3,901
|
|
|
$
|
4,156
|
|
|
106.5
|
%
|
Cost of new home sales
(1)
|
|
7,900
|
|
|
3,738
|
|
|
4,162
|
|
|
111.3
|
%
|
|||
Gross profit from new home sales
|
|
157
|
|
|
163
|
|
|
(6
|
)
|
|
(3.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross revenues from used home sales
|
|
2,838
|
|
|
3,977
|
|
|
(1,139
|
)
|
|
(28.6
|
)%
|
|||
Cost of used home sales
|
|
2,845
|
|
|
4,130
|
|
|
(1,285
|
)
|
|
(31.1
|
)%
|
|||
Gross (loss) from used home sales
|
|
(7
|
)
|
|
(153
|
)
|
|
146
|
|
|
95.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Brokered resale revenues and ancillary services revenues, net
|
|
920
|
|
|
1,051
|
|
|
(131
|
)
|
|
(12.5
|
)%
|
|||
Home selling expenses
|
|
909
|
|
|
861
|
|
|
48
|
|
|
5.6
|
%
|
|||
Income from home sales operations and other
|
|
$
|
161
|
|
|
$
|
200
|
|
|
$
|
(39
|
)
|
|
(19.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Home sales volumes
|
|
|
|
|
|
|
|
|
|||||||
Total new home sales
(2)
|
|
207
|
|
|
123
|
|
|
84
|
|
|
68.3
|
%
|
|||
New Home Sales Volume - ECHO JV
|
|
65
|
|
|
52
|
|
|
13
|
|
|
25.0
|
%
|
|||
Used home sales
|
|
335
|
|
|
357
|
|
|
(22
|
)
|
|
(6.2
|
)%
|
|||
Brokered home resales
|
|
182
|
|
|
202
|
|
|
(20
|
)
|
|
(9.9
|
)%
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Manufactured homes:
|
|
|
|
|
|
|
|
|
|||||||
New Home
|
|
$
|
6,329
|
|
|
$
|
5,836
|
|
|
$
|
493
|
|
|
8.4
|
%
|
Used Home
|
|
6,013
|
|
|
6,758
|
|
|
(745
|
)
|
|
(11.0
|
)%
|
|||
Rental operations revenue
(1)
|
|
12,342
|
|
|
12,594
|
|
|
(252
|
)
|
|
(2.0
|
)%
|
|||
Rental home operating and maintenance
|
|
1,768
|
|
|
1,874
|
|
|
(106
|
)
|
|
(5.7
|
)%
|
|||
Income from rental operations
|
|
10,574
|
|
|
10,720
|
|
|
(146
|
)
|
|
(1.4
|
)%
|
|||
Depreciation on rental homes
(2)
|
|
2,671
|
|
|
2,673
|
|
|
(2
|
)
|
|
(0.1
|
)%
|
|||
Income from rental operations, net of depreciation
|
|
$
|
7,903
|
|
|
$
|
8,047
|
|
|
$
|
(144
|
)
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Gross investment in new manufactured home rental units
(3)
|
|
$
|
123,866
|
|
|
$
|
110,227
|
|
|
$
|
13,639
|
|
|
12.4
|
%
|
Gross investment in used manufactured home rental units
|
|
$
|
52,628
|
|
|
$
|
58,847
|
|
|
$
|
(6,219
|
)
|
|
(10.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Net investment in new manufactured home rental units
|
|
$
|
98,050
|
|
|
$
|
89,242
|
|
|
$
|
8,808
|
|
|
9.9
|
%
|
Net investment in used manufactured home rental units
|
|
$
|
26,951
|
|
|
$
|
38,951
|
|
|
$
|
(12,000
|
)
|
|
(30.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Number of occupied rentals – new, end of period
(4)
|
|
2,316
|
|
|
2,076
|
|
|
240
|
|
|
11.6
|
%
|
|||
Number of occupied rentals – used, end of period
|
|
2,473
|
|
|
2,876
|
|
|
(403
|
)
|
|
(14.0
|
)%
|
(1)
|
Rental operations revenue consists of Site rental income and home rental income. Approximately
$8.9 million
and
$9.0 million
for the
quarters ended
September 30, 2016
and
2015
, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
|
(2)
|
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
|
(3)
|
New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was
$15.3 million
and $10.3 million at
September 30, 2016
and
2015
, respectively.
|
(4)
|
Includes 158 and 72 homes rented through our ECHO JV during the quarters ended September 30,
2016
and
2015
, respectively.
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Depreciation on real estate and rental homes
|
|
$
|
(29,518
|
)
|
|
$
|
(28,410
|
)
|
|
$
|
(1,108
|
)
|
|
(3.9
|
)%
|
Amortization of in-place leases
|
|
(1,376
|
)
|
|
(616
|
)
|
|
(760
|
)
|
|
(123.4
|
)%
|
|||
Interest income
|
|
1,767
|
|
|
1,758
|
|
|
9
|
|
|
0.5
|
%
|
|||
Income from other investments, net
|
|
2,581
|
|
|
1,822
|
|
|
759
|
|
|
41.7
|
%
|
|||
General and administrative (excluding transaction costs)
|
|
(7,326
|
)
|
|
(7,104
|
)
|
|
(222
|
)
|
|
(3.1
|
)%
|
|||
Transaction costs
|
|
(327
|
)
|
|
(121
|
)
|
|
(206
|
)
|
|
(170.2
|
)%
|
|||
Property rights initiatives and other
|
|
(855
|
)
|
|
(687
|
)
|
|
(168
|
)
|
|
(24.5
|
)%
|
|||
Interest and related amortization
|
|
(25,440
|
)
|
|
(26,227
|
)
|
|
787
|
|
|
3.0
|
%
|
|||
Total other income and expenses, net
|
|
$
|
(60,494
|
)
|
|
$
|
(59,585
|
)
|
|
$
|
(909
|
)
|
|
(1.5
|
)%
|
|
Core Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
||||||||||||||
Community base rental income
|
$
|
344,991
|
|
|
$
|
329,958
|
|
|
$
|
15,033
|
|
|
4.6
|
%
|
|
$
|
346,625
|
|
|
$
|
330,251
|
|
|
$
|
16,374
|
|
|
5.0
|
%
|
Rental home income
|
10,572
|
|
|
10,521
|
|
|
51
|
|
|
0.5
|
%
|
|
10,572
|
|
|
10,526
|
|
|
46
|
|
|
0.4
|
%
|
||||||
Resort base rental income
|
150,750
|
|
|
142,076
|
|
|
8,674
|
|
|
6.1
|
%
|
|
154,652
|
|
|
142,837
|
|
|
11,815
|
|
|
8.3
|
%
|
||||||
Right-to-use annual payments
|
33,590
|
|
|
33,260
|
|
|
330
|
|
|
1.0
|
%
|
|
33,590
|
|
|
33,260
|
|
|
330
|
|
|
1.0
|
%
|
||||||
Right-to-use contracts current period, gross
|
9,290
|
|
|
10,264
|
|
|
(974
|
)
|
|
(9.5
|
)%
|
|
9,290
|
|
|
10,264
|
|
|
(974
|
)
|
|
(9.5
|
)%
|
||||||
Utility and other income
|
60,951
|
|
|
57,903
|
|
|
3,048
|
|
|
5.3
|
%
|
|
61,490
|
|
|
58,010
|
|
|
3,480
|
|
|
6.0
|
%
|
||||||
Property operating revenues, excluding deferrals
|
610,144
|
|
|
583,982
|
|
|
26,162
|
|
|
4.5
|
%
|
|
616,219
|
|
|
585,148
|
|
|
31,071
|
|
|
5.3
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Property operating and maintenance
|
200,700
|
|
|
193,899
|
|
|
6,801
|
|
|
3.5
|
%
|
|
203,011
|
|
|
194,522
|
|
|
8,489
|
|
|
4.4
|
%
|
||||||
Rental home operating and maintenance
|
4,871
|
|
|
5,232
|
|
|
(361
|
)
|
|
(6.9
|
)%
|
|
4,874
|
|
|
5,232
|
|
|
(358
|
)
|
|
(6.8
|
)%
|
||||||
Real estate taxes
|
39,011
|
|
|
38,115
|
|
|
896
|
|
|
2.4
|
%
|
|
39,534
|
|
|
38,169
|
|
|
1,365
|
|
|
3.6
|
%
|
||||||
Sales and marketing, gross
|
8,524
|
|
|
9,139
|
|
|
(615
|
)
|
|
(6.7
|
)%
|
|
8,524
|
|
|
9,139
|
|
|
(615
|
)
|
|
(6.7
|
)%
|
||||||
Property operating expenses, excluding deferrals and Property management
|
253,106
|
|
|
246,385
|
|
|
6,721
|
|
|
2.7
|
%
|
|
255,943
|
|
|
247,062
|
|
|
8,881
|
|
|
3.6
|
%
|
||||||
Income from property operations, excluding deferrals and Property management
(1)
|
357,038
|
|
|
337,597
|
|
|
19,441
|
|
|
5.8
|
%
|
|
360,276
|
|
|
338,086
|
|
|
22,190
|
|
|
6.6
|
%
|
||||||
Property management
|
35,668
|
|
|
33,750
|
|
|
1,918
|
|
|
5.7
|
%
|
|
35,670
|
|
|
33,750
|
|
|
1,920
|
|
|
5.7
|
%
|
||||||
Income from property operations, excluding deferrals
(1)
|
321,370
|
|
|
303,847
|
|
|
17,523
|
|
|
5.8
|
%
|
|
324,606
|
|
|
304,336
|
|
|
20,270
|
|
|
6.7
|
%
|
||||||
Right-to-use contracts, deferred and sales and marketing, deferred, net
|
2,215
|
|
|
2,458
|
|
|
(243
|
)
|
|
(9.9
|
)%
|
|
2,215
|
|
|
2,458
|
|
|
(243
|
)
|
|
(9.9
|
)%
|
||||||
Income from property operations
(1)
|
$
|
319,155
|
|
|
$
|
301,389
|
|
|
$
|
17,766
|
|
|
5.9
|
%
|
|
$
|
322,391
|
|
|
$
|
301,878
|
|
|
$
|
20,513
|
|
|
6.8
|
%
|
|
Core Portfolio
|
|
Total Portfolio
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
||||||||||||||
Annual
|
$
|
89,946
|
|
|
$
|
85,089
|
|
|
$
|
4,857
|
|
|
5.7
|
%
|
|
$
|
91,648
|
|
|
$
|
85,550
|
|
|
$
|
6,098
|
|
|
7.1
|
%
|
Seasonal
|
23,423
|
|
|
22,440
|
|
|
983
|
|
|
4.4
|
%
|
|
24,573
|
|
|
22,584
|
|
|
1,989
|
|
|
8.8
|
%
|
||||||
Transient
|
37,381
|
|
|
34,547
|
|
|
2,834
|
|
|
8.2
|
%
|
|
38,431
|
|
|
34,703
|
|
|
3,728
|
|
|
10.7
|
%
|
||||||
Resort base rental income
|
$
|
150,750
|
|
|
$
|
142,076
|
|
|
$
|
8,674
|
|
|
6.1
|
%
|
|
$
|
154,652
|
|
|
$
|
142,837
|
|
|
$
|
11,815
|
|
|
8.3
|
%
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Gross revenues from new home sales
(1)
|
|
$
|
19,500
|
|
|
$
|
12,186
|
|
|
$
|
7,314
|
|
|
60.0
|
%
|
Cost of new home sales
(1)
|
|
19,598
|
|
|
11,408
|
|
|
8,190
|
|
|
71.8
|
%
|
|||
Gross (loss) profit from new home sales
|
|
(98
|
)
|
|
778
|
|
|
(876
|
)
|
|
(112.6
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross revenues from used home sales
|
|
8,739
|
|
|
12,155
|
|
|
(3,416
|
)
|
|
(28.1
|
)%
|
|||
Cost of used home sales
|
|
8,909
|
|
|
12,277
|
|
|
(3,368
|
)
|
|
(27.4
|
)%
|
|||
Gross (loss) from used home sales
|
|
(170
|
)
|
|
(122
|
)
|
|
(48
|
)
|
|
(39.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Brokered resale revenues and ancillary services revenues, net
|
|
2,736
|
|
|
4,045
|
|
|
(1,309
|
)
|
|
(32.4
|
)%
|
|||
Home selling expenses
|
|
2,548
|
|
|
2,386
|
|
|
162
|
|
|
6.8
|
%
|
|||
(Loss) income from home sales operations and other
|
|
$
|
(80
|
)
|
|
$
|
2,315
|
|
|
$
|
(2,395
|
)
|
|
(103.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Home sales volumes
|
|
|
|
|
|
|
|
|
|||||||
Total new home sales
(2)
|
|
508
|
|
|
352
|
|
|
156
|
|
|
44.3
|
%
|
|||
New Home Sales Volume - ECHO JV
|
|
162
|
|
|
140
|
|
|
22
|
|
|
15.7
|
%
|
|||
Used home sales
|
|
988
|
|
|
1,174
|
|
|
(186
|
)
|
|
(15.8
|
)%
|
|||
Brokered home resales
|
|
585
|
|
|
668
|
|
|
(83
|
)
|
|
(12.4
|
)%
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Manufactured homes:
|
|
|
|
|
|
|
|
|
|||||||
New Home
|
|
$
|
18,802
|
|
|
$
|
17,163
|
|
|
$
|
1,639
|
|
|
9.5
|
%
|
Used Home
|
|
18,728
|
|
|
20,984
|
|
|
(2,256
|
)
|
|
(10.8
|
)%
|
|||
Rental operations revenue
(1)
|
|
37,530
|
|
|
38,147
|
|
|
(617
|
)
|
|
(1.6
|
)%
|
|||
Rental home operating and maintenance
|
|
4,874
|
|
|
5,232
|
|
|
(358
|
)
|
|
(6.8
|
)%
|
|||
Income from rental operations
|
|
32,656
|
|
|
32,915
|
|
|
(259
|
)
|
|
(0.8
|
)%
|
|||
Depreciation on rental homes
(2)
|
|
8,007
|
|
|
8,050
|
|
|
(43
|
)
|
|
(0.5
|
)%
|
|||
Income from rental operations, net of depreciation
|
|
$
|
24,649
|
|
|
$
|
24,865
|
|
|
$
|
(216
|
)
|
|
(0.9
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Gross investment in new manufactured home rental units
(3)
|
|
$
|
123,866
|
|
|
$
|
110,227
|
|
|
$
|
13,639
|
|
|
12.4
|
%
|
Gross investment in used manufactured home rental units
|
|
$
|
52,628
|
|
|
$
|
58,847
|
|
|
$
|
(6,219
|
)
|
|
(10.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Net investment in new manufactured home rental units
|
|
$
|
98,050
|
|
|
$
|
89,242
|
|
|
$
|
8,808
|
|
|
9.9
|
%
|
Net investment in used manufactured home rental units
|
|
$
|
26,951
|
|
|
$
|
38,951
|
|
|
$
|
(12,000
|
)
|
|
(30.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Number of occupied rentals – new, end of period
(4)
|
|
2,316
|
|
|
2,076
|
|
|
240
|
|
|
11.6
|
%
|
|||
Number of occupied rentals – used, end of period
|
|
2,473
|
|
|
2,876
|
|
|
(403
|
)
|
|
(14.0
|
)%
|
(1)
|
Rental operations revenue consists of Site rental income and home rental income. Approximately
$27.0 million
and
27.7 million
for the
nine months ended
September 30, 2016
and
2015
, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
|
(2)
|
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
|
(3)
|
New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was
$15.3 million
and $10.3 million at
September 30, 2016
and
2015
, respectively.
|
(4)
|
Includes 158 and 72 homes rented through our ECHO JV in
2016
and
2015
, respectively.
|
|
|
2016
|
|
2015
|
|
Variance
|
|
%
Change
|
|||||||
Depreciation on real estate and rental homes
|
|
$
|
(87,203
|
)
|
|
$
|
(84,861
|
)
|
|
$
|
(2,342
|
)
|
|
(2.8
|
)%
|
Amortization of in-place leases
|
|
(2,139
|
)
|
|
(1,950
|
)
|
|
(189
|
)
|
|
(9.7
|
)%
|
|||
Interest income
|
|
5,052
|
|
|
5,314
|
|
|
(262
|
)
|
|
(4.9
|
)%
|
|||
Income from other investments, net
|
|
6,574
|
|
|
5,119
|
|
|
1,455
|
|
|
28.4
|
%
|
|||
General and administrative (excluding transaction costs)
|
|
(22,390
|
)
|
|
(21,569
|
)
|
|
(821
|
)
|
|
(3.8
|
)%
|
|||
Transaction costs
|
|
(925
|
)
|
|
(603
|
)
|
|
(322
|
)
|
|
(53.4
|
)%
|
|||
Property rights initiatives and other
|
|
(2,036
|
)
|
|
(1,934
|
)
|
|
(102
|
)
|
|
(5.3
|
)%
|
|||
Early debt retirement
|
|
—
|
|
|
(16,922
|
)
|
|
16,922
|
|
|
100.0
|
%
|
|||
Interest and related amortization
|
|
(76,635
|
)
|
|
(79,648
|
)
|
|
3,013
|
|
|
3.8
|
%
|
|||
Total other income and expenses, net
|
|
$
|
(179,702
|
)
|
|
$
|
(197,054
|
)
|
|
$
|
17,352
|
|
|
8.8
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
274,582
|
|
|
$
|
287,219
|
|
Net cash used in investing activities
|
(166,073
|
)
|
|
(95,260
|
)
|
||
Net cash used in financing activities
|
(119,955
|
)
|
|
(176,278
|
)
|
||
Net (decrease)/increase in cash
|
$
|
(11,446
|
)
|
|
$
|
15,681
|
|
•
|
We paid approximately
$78.2 million
(net of mortgage debt assumed of $22.6 million) in 2016 to acquire Rose Bay RV Resort, Forest Lakes Estates and Portland Fairview which resulted in an additional 984 RV Sites and 894 manufactured home Sites, as well as vacant land in Florida for $2.0 million. We paid approximately $23.7 million in 2015 to acquire the Bogue Pines MH Property, Whispering Pines RV Resort and Miami Everglades RV Resort. These acquisitions contributed an additional 731 Sites.
|
•
|
We contributed
$5.0 million
to our ECHO JV in 2016 compared to the
$4.0 million
we invested in 2015. During 2016 we received capital distributions of $4.1 million from our Voyager JV (see Note 5 to the Consolidated Financial Statements for a description of our joint ventures).
|
•
|
We paid approximately
$87.3 million
and
$67.8 million
for capital improvements during the nine months ended
September 30, 2016
and
2015
, respectively (see Capital Improvements table below).
|
|
Nine Months ended
September 30, (1) |
||||||
|
2016
|
|
2015
|
||||
Recurring Capital Expenditures
(2)
|
$
|
28,321
|
|
|
$
|
26,196
|
|
Property upgrades and site development
|
9,833
|
|
|
10,172
|
|
||
New home investments
(3)
|
44,293
|
|
|
25,081
|
|
||
Used home investments
|
4,265
|
|
|
5,546
|
|
||
Total Property
|
86,712
|
|
|
66,995
|
|
||
Corporate
|
604
|
|
|
843
|
|
||
Total Capital improvements
|
$
|
87,316
|
|
|
$
|
67,838
|
|
(1)
|
Excludes non-cash activity of approximately
$0.5 million
and $0.6 million of used homes acquired through foreclosure of Chattel Loans for the
nine months ended
September 30, 2016
and
2015
, respectively.
|
(2)
|
Recurring capital expenditures are primarily comprised of common area improvements, furniture, and mechanical improvements.
|
(3)
|
Excludes new home investment associated with our ECHO JV.
|
•
|
We paid approximately
$29.2 million
of amortizing principal debt, approximately
$37.0 million
to repay four maturing mortgages, and $43.0 million to refinance two mortgage loans in 2016. This compares to 2015 where we had approximately
$27.8 million
of amortizing principal debt, approximately
$48.7 million
of maturing mortgage, defeased approximately
$370.2 million
of debt and paid a total of approximately
$24.0 million
in debt issuance and defeasance costs as well as early debt retirement costs. (See Note 7 to the Consolidated Financial Statements for a description of our borrowing arrangements).
|
•
|
We sold
683,548
shares of our common stock under the ATM offering program for gross cash proceeds of approximately $
50.0
million before expenses during the nine months ended September 30, 2016 (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
|
•
|
We received $54.5 million in financing proceeds in 2016 compared to
$395.3 million
in financing proceeds in 2015. (see Note 7 to the Consolidated Financial Statements for a description of our borrowing arrangements).
|
•
|
We made distributions of approximately
$119.5 million
in the first nine months of
2016
to Common Stockholders, Common OP unitholders and preferred stockholders which were partially offset by proceeds received of approximately
$5.8 million
from the exercise of stock options and the sale of shares through the employee stock purchase plan (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
|
•
|
We made distributions of approximately $
105.1 million
in the first nine quarter of 2015 to Common Stockholders, Common OP unitholders and preferred stockholders and paid approximately $0.4 million for offering costs, offset by proceeds received of approximately $4.6 million from the exercise of stock options and the sale of shares through the employee stock purchase plan (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
|
|
Total
(5)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Long Term Borrowings
(1)
|
$
|
2,104,628
|
|
|
$
|
10,459
|
|
|
$
|
99,562
|
|
|
$
|
232,164
|
|
|
$
|
233,601
|
|
|
$
|
350,716
|
|
|
$
|
1,178,126
|
|
Interest Expense
(2)
|
659,509
|
|
|
24,900
|
|
|
95,644
|
|
|
86,317
|
|
|
71,542
|
|
|
56,222
|
|
|
324,884
|
|
|||||||
Operating Lease
|
11,059
|
|
|
534
|
|
|
2,171
|
|
|
2,221
|
|
|
2,062
|
|
|
2,011
|
|
|
2,060
|
|
|||||||
LOC Maintenance Fee
(3)
|
1,455
|
|
|
204
|
|
|
811
|
|
|
440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Ground Lease
(4)
|
16,928
|
|
|
491
|
|
|
1,965
|
|
|
1,960
|
|
|
1,963
|
|
|
1,964
|
|
|
8,585
|
|
|||||||
Total Contractual Obligations
|
$
|
2,793,579
|
|
|
$
|
36,588
|
|
|
$
|
200,153
|
|
|
$
|
323,102
|
|
|
$
|
309,168
|
|
|
$
|
410,913
|
|
|
$
|
1,513,655
|
|
Weighted average interest rates - Long Term Borrowings
|
4.47
|
%
|
|
4.78
|
%
|
|
4.70
|
%
|
|
4.62
|
%
|
|
4.41
|
%
|
|
4.50
|
%
|
|
4.28
|
%
|
(1)
|
Balance excludes note premiums of $6.2 million and deferred financing costs of approximately $18.8 million. Balances include debt maturing and scheduled periodic principal payments.
|
(2)
|
Amounts include interest expected to be incurred on our secured debt and Term Loan based on obligations outstanding as of
September 30, 2016
.
|
(3)
|
As of
September 30, 2016
, assumes we will not exercise our one year extension option on July 17, 2018 and assumes we will maintain our current leverage ratios as defined by the LOC.
|
(4)
|
We also lease land under non-cancelable operating leases at certain of the Properties expiring in various years from 2017 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues.
|
(5)
|
We do not include insurance, property taxes and cancelable contracts in the contractual obligations table.
|
|
|
Quarters Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Computation of FFO and Normalized FFO:
|
|
|
|
|
|
|
|
|
||||||||
Net income available for Common Stockholders
|
|
$
|
40,998
|
|
|
$
|
36,673
|
|
|
$
|
127,071
|
|
|
$
|
95,644
|
|
Income allocated to common OP units
|
|
3,462
|
|
|
3,136
|
|
|
10,770
|
|
|
8,191
|
|
||||
Right-to-use contract upfront payments, deferred, net
|
|
1,327
|
|
|
1,701
|
|
|
2,427
|
|
|
3,929
|
|
||||
Right-to-use contract commissions, deferred, net
|
|
(200
|
)
|
|
(464
|
)
|
|
(212
|
)
|
|
(1,471
|
)
|
||||
Depreciation on real estate assets
|
|
26,847
|
|
|
25,747
|
|
|
79,218
|
|
|
76,811
|
|
||||
Depreciation on rental homes
|
|
2,671
|
|
|
2,663
|
|
|
7,985
|
|
|
8,050
|
|
||||
Amortization of in-place leases
|
|
1,376
|
|
|
616
|
|
|
2,139
|
|
|
1,950
|
|
||||
Depreciation on unconsolidated joint ventures
|
|
373
|
|
|
274
|
|
|
968
|
|
|
799
|
|
||||
FFO available for Common Stock and OP Unit holders
|
|
76,854
|
|
|
70,346
|
|
|
230,366
|
|
|
193,903
|
|
||||
Transaction costs
|
|
327
|
|
|
121
|
|
|
925
|
|
|
603
|
|
||||
Early debt retirement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,922
|
|
||||
Normalized FFO available for Common Stock and OP Unit holders
|
|
$
|
77,181
|
|
|
$
|
70,467
|
|
|
$
|
231,291
|
|
|
$
|
211,428
|
|
Weighted average Common Shares outstanding – fully diluted
|
|
92,910
|
|
|
91,940
|
|
|
92,405
|
|
|
91,876
|
|
Item 3.
|
Quantitative and Qualitative Disclosure of Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibit Index
|
31.1
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
|
32.2
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
|
101
|
The following materials from Equity LifeStyle Properties, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flow, and (v) Notes to Consolidated Financial Statements, filed herewith.
|
|
EQUITY LIFESTYLE PROPERTIES, INC.
|
|
|
|
|
Date: October 27, 2016
|
By:
|
/s/ Marguerite Nader
|
|
|
Marguerite Nader
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: October 27, 2016
|
By:
|
/s/ Paul Seavey
|
|
|
Paul Seavey
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
(Principal Financial and Accounting Officer)
|
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