UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
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x☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
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o☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-11718
_________________________________________________________
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________
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| | | | | | | | | | | | | | | | |
Maryland | | | | 36-3857664 |
(State or Other Jurisdictionother jurisdiction of Incorporation or Organization) incorporation) | | | (I.R.S.IRS EmployerIdentification No.) Number) |
| |
Two North Riverside Plaza, Suite 800 Chicago, Illinois | | Chicago, | Illinois | | 60606 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
(312) 279-1400
(Registrant’s Telephone Number, Including Area Code)Registrant's telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act: |
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 Par Value | ELS | New York Stock Exchange |
_________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer | x☒ | Accelerated filer | o☐ |
Non-accelerated filer | o (Do not check if a smaller reporting company) ☐ | Smaller reporting company | o☐ |
| | Emerging growth company | o☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o ☐ No x☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
87,836,746 186,209,657 shares of Common Stock as of October 27, 2017.
Equity LifeStyle Properties, Inc.
Table of Contents
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Item 1. | Financial Statements (unaudited) | |
| Index To Financial Statements | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
Part I – Financial Information
Item 1. Financial Statements
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of September 30, 2017 and December 31, 2016
(amounts in thousands, except share and per share data)
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (unaudited) | | |
Assets | | | |
Investment in real estate: | | | |
Land | $ | 2,086,725 | | | $ | 2,084,532 | |
Land improvements | 4,170,166 | | | 4,115,439 | |
Buildings and other depreciable property | 1,197,416 | | | 1,169,590 | |
| 7,454,307 | | | 7,369,561 | |
Accumulated depreciation | (2,306,538) | | | (2,258,540) | |
Net investment in real estate | 5,147,769 | | | 5,111,021 | |
Cash and restricted cash | 30,661 | | | 22,347 | |
Notes receivable, net | 46,655 | | | 45,356 | |
Investment in unconsolidated joint ventures | 81,135 | | | 81,404 | |
Deferred commission expense | 51,090 | | | 50,441 | |
Other assets, net | 162,003 | | | 181,950 | |
Total Assets | $ | 5,519,313 | | | $ | 5,492,519 | |
| | | |
Liabilities and Equity | | | |
Liabilities: | | | |
Mortgage notes payable, net | $ | 2,677,318 | | | $ | 2,693,167 | |
Term loan, net | 497,039 | | | 496,817 | |
Unsecured line of credit | 212,000 | | | 198,000 | |
Accounts payable and other liabilities | 185,126 | | | 175,148 | |
Deferred membership revenue | 204,312 | | | 197,743 | |
Accrued interest payable | 12,090 | | | 11,739 | |
Rents and other customer payments received in advance and security deposits | 130,704 | | | 122,318 | |
Distributions payable | 87,338 | | | 80,102 | |
Total Liabilities | 4,005,927 | | | 3,975,034 | |
Equity: | | | |
Stockholders' Equity: | | | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; none issued and outstanding. | — | | | — | |
Common stock, $0.01 par value, 600,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 186,205,815 and 186,120,298 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 1,916 | | | 1,916 | |
Paid-in capital | 1,629,866 | | | 1,628,618 | |
Distributions in excess of accumulated earnings | (205,203) | | | (204,248) | |
Accumulated other comprehensive income | 15,141 | | | 19,119 | |
Total Stockholders’ Equity | 1,441,720 | | | 1,445,405 | |
Non-controlling interests – Common OP Units | 71,666 | | | 72,080 | |
Total Equity | 1,513,386 | | | 1,517,485 | |
Total Liabilities and Equity | $ | 5,519,313 | | | $ | 5,492,519 | |
|
| | | | | | | |
| September 30, 2017 | | December 31, 2016 |
| (unaudited) | |
Assets | | | |
Investment in real estate: | | | |
Land | $ | 1,167,620 |
| | $ | 1,163,987 |
|
Land improvements | 2,940,500 |
| | 2,893,759 |
|
Buildings and other depreciable property | 647,513 |
| | 627,590 |
|
| 4,755,633 |
| | 4,685,336 |
|
Accumulated depreciation | (1,488,722 | ) | | (1,399,531 | ) |
Net investment in real estate | 3,266,911 |
| | 3,285,805 |
|
Cash | 77,395 |
| | 56,340 |
|
Notes receivable, net | 49,284 |
| | 34,520 |
|
Investment in unconsolidated joint ventures | 52,966 |
| | 19,369 |
|
Deferred commission expense | 31,608 |
| | 31,375 |
|
Escrow deposits, goodwill, and other assets, net | 47,683 |
| | 51,578 |
|
Total Assets | $ | 3,525,847 |
| | $ | 3,478,987 |
|
Liabilities and Equity | | | |
Liabilities: | | | |
Mortgage notes payable, net | $ | 1,981,604 |
| | $ | 1,891,900 |
|
Term loan | 199,534 |
| | 199,379 |
|
Accrued expenses and accounts payable | 106,688 |
| | 89,864 |
|
Deferred revenue – upfront payments from right-to-use contracts | 85,254 |
| | 81,484 |
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Deferred revenue – right-to-use annual payments | 10,513 |
| | 9,817 |
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Accrued interest payable | 7,969 |
| | 8,379 |
|
Rents and other customer payments received in advance and security deposits | 73,609 |
| | 76,906 |
|
Distributions payable | 45,501 |
| | 39,411 |
|
Total Liabilities | 2,510,672 |
| | 2,397,140 |
|
Equity: | | | |
Stockholders’ Equity: | | | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of September 30, 2017 and 9,945,539 shares authorized as of December 31, 2016; none issued and outstanding. | — |
| | — |
|
6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, no shares authorized as of September 30, 2017 and 54,461 shares authorized as of December 31, 2016; none issued and outstanding as of September 30, 2017 and 54,458 shares issued and outstanding as of December 31, 2016. | — |
| | 136,144 |
|
Common stock, $0.01 par value, 200,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 87,499,669 and 85,529,386 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 872 |
| | 854 |
|
Paid-in capital | 1,164,658 |
| | 1,103,048 |
|
Distributions in excess of accumulated earnings | (213,771 | ) | | (231,276 | ) |
Accumulated other comprehensive (loss) | — |
| | (227 | ) |
Total Stockholders’ Equity | 951,759 |
| | 1,008,543 |
|
Non-controlling interests – Common OP Units | 63,416 |
| | 73,304 |
|
Total Equity | 1,015,175 |
| | 1,081,847 |
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Total Liabilities and Equity | $ | 3,525,847 |
| | $ | 3,478,987 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Quarters Ended and Nine Months Ended September 30, 2017 and 2016
(amounts in thousands, except per share data)
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| | | | | | | | | | | | | | | |
| Quarters Ended | | Nine Months Ended |
| September 30, 2017 | | September 30, 2016 | | September 30, 2017 | | September 30, 2016 |
Revenues: | | | | | | | |
Community base rental income | $ | 123,177 |
| | $ | 117,164 |
| | $ | 365,833 |
| | $ | 346,625 |
|
Rental home income | 3,592 |
| | 3,484 |
| | 10,829 |
| | 10,572 |
|
Resort base rental income | 58,471 |
| | 54,486 |
| | 169,594 |
| | 154,652 |
|
Right-to-use annual payments | 11,531 |
| | 11,349 |
| | 34,133 |
| | 33,590 |
|
Right-to-use contracts current period, gross | 4,208 |
| | 3,672 |
| | 11,212 |
| | 9,290 |
|
Right-to-use contract upfront payments, deferred, net | (1,670 | ) | | (1,327 | ) | | (3,766 | ) | | (2,427 | ) |
Utility and other income | 26,295 |
| | 21,174 |
| | 69,071 |
| | 61,490 |
|
Gross revenues from home sales | 10,012 |
| | 10,895 |
| | 24,872 |
| | 28,239 |
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Brokered resale revenues and ancillary services revenues, net | 1,983 |
| | 920 |
| | 4,088 |
| | 2,736 |
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Interest income | 1,974 |
| | 1,767 |
| | 5,542 |
| | 5,052 |
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Income from other investments, net | 2,052 |
| | 2,581 |
| | 3,918 |
| | 6,574 |
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Total revenues | 241,625 |
| | 226,165 |
|
| 695,326 |
|
| 656,393 |
|
Expenses: | | | | | | | |
Property operating and maintenance | 80,164 |
| | 73,410 |
| | 221,119 |
| | 203,011 |
|
Rental home operating and maintenance | 1,704 |
| | 1,768 |
| | 4,912 |
| | 4,874 |
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Real estate taxes | 14,006 |
| | 13,467 |
| | 41,986 |
| | 39,534 |
|
Sales and marketing, gross | 3,277 |
| | 3,100 |
| | 8,861 |
| | 8,524 |
|
Right-to-use contract commissions, deferred, net | (176 | ) | | (200 | ) | | (372 | ) | | (212 | ) |
Property management | 13,160 |
| | 11,863 |
| | 38,743 |
| | 35,670 |
|
Depreciation on real estate assets and rental homes | 30,493 |
| | 29,518 |
| | 90,849 |
| | 87,203 |
|
Amortization of in-place leases | 138 |
| | 1,376 |
| | 2,128 |
| | 2,139 |
|
Cost of home sales | 10,377 |
| | 10,745 |
| | 25,391 |
| | 28,507 |
|
Home selling expenses | 1,447 |
| | 909 |
| | 3,301 |
| | 2,548 |
|
General and administrative | 7,505 |
| | 7,653 |
| | 23,339 |
| | 23,315 |
|
Property rights initiatives and other, net | 324 |
| | 855 |
| | 814 |
| | 2,036 |
|
Interest and related amortization | 25,027 |
| | 25,440 |
| | 74,728 |
| | 76,635 |
|
Total expenses | 187,446 |
| | 179,904 |
|
| 535,799 |
|
| 513,784 |
|
Income before equity in income of unconsolidated joint ventures | 54,179 |
| | 46,261 |
|
| 159,527 |
|
| 142,609 |
|
Equity in income of unconsolidated joint ventures | 686 |
| | 496 |
| | 2,876 |
| | 2,142 |
|
Consolidated net income | 54,865 |
| | 46,757 |
|
| 162,403 |
|
| 144,751 |
|
| | | | | | | |
Income allocated to non-controlling interests – Common OP Units | (3,286 | ) | | (3,462 | ) | | (9,825 | ) | | (10,770 | ) |
Series C Redeemable Perpetual preferred stock dividends and original issuance costs | (3,054 | ) | | (2,297 | ) | | (7,667 | ) | | (6,910 | ) |
Net income available for Common Stockholders | $ | 48,525 |
| | $ | 40,998 |
|
| $ | 144,911 |
|
| $ | 127,071 |
|
| | | | | | | |
Consolidated net income | $ | 54,865 |
| | $ | 46,757 |
| | $ | 162,403 |
| | $ | 144,751 |
|
Other comprehensive income/(loss): | | | | | | | |
Adjustment for fair market value of swap | (30 | ) | | 551 |
| | 227 |
| | (93 | ) |
Consolidated comprehensive income | 54,835 |
| | 47,308 |
|
| 162,630 |
|
| 144,658 |
|
Comprehensive income allocated to non-controlling interests – Common OP Units | (3,237 | ) | | (3,505 | ) | | (9,792 | ) | | (10,762 | ) |
Series C Redeemable Perpetual preferred stock dividends and original issuance costs | (3,054 | ) | | (2,297 | ) | | (7,667 | ) | | (6,910 | ) |
Comprehensive income attributable to Common Stockholders | $ | 48,544 |
| | $ | 41,506 |
|
| $ | 145,171 |
|
| $ | 126,986 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income (Continued)
For the Quarters Endedand Nine Months EndedSeptember 30, 2017 and 2016
(amounts in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | |
| Quarters Ended March 31, | | |
| 2023 | | 2022 | | | | |
Revenues: | | | | | | | |
Rental income | $ | 296,451 | | | $ | 285,065 | | | | | |
Annual membership subscriptions | 15,970 | | | 15,157 | | | | | |
Membership upgrade sales current period, gross | 7,975 | | | 7,151 | | | | | |
Membership upgrade sales upfront payments, deferred, net | (4,470) | | | (4,084) | | | | | |
Other income | 17,714 | | | 13,542 | | | | | |
Gross revenues from home sales, brokered resales and ancillary services | 32,133 | | | 39,695 | | | | | |
Interest income | 2,088 | | | 1,759 | | | | | |
Income from other investments, net | 2,091 | | | 1,904 | | | | | |
Total revenues | 369,952 | | | 360,189 | | | | | |
Expenses: | | | | | | | |
Property operating and maintenance | 112,483 | | | 103,992 | | | | | |
Real estate taxes | 18,316 | | | 19,457 | | | | | |
Sales and marketing, gross | 5,517 | | | 4,914 | | | | | |
Membership sales commissions, deferred, net | (679) | | | (583) | | | | | |
Property management | 19,464 | | | 17,871 | | | | | |
Depreciation and amortization | 50,502 | | | 49,394 | | | | | |
Cost of home sales, brokered resales and ancillary services | 23,141 | | | 30,684 | | | | | |
Home selling expenses and ancillary operating expenses | 6,924 | | | 6,481 | | | | | |
General and administrative | 11,661 | | | 12,072 | | | | | |
Casualty-related charges/(recoveries), net | — | | | — | | | | | |
Other expenses | 1,468 | | | 1,048 | | | | | |
Early debt retirement | — | | | 516 | | | | | |
Interest and related amortization | 32,588 | | | 27,464 | | | | | |
Total expenses | 281,385 | | | 273,310 | | | | | |
Loss on sale of real estate and impairment, net | (2,632) | | | — | | | | | |
Income before equity in income of unconsolidated joint ventures | 85,935 | | | 86,879 | | | | | |
Equity in income of unconsolidated joint ventures | 524 | | | 171 | | | | | |
Consolidated net income | 86,459 | | | 87,050 | | | | | |
| | | | | | | |
Income allocated to non-controlling interests – Common OP Units | (4,088) | | | (4,144) | | | | | |
| | | | | | | |
Net income available for Common Stockholders | $ | 82,371 | | | $ | 82,906 | | | | | |
| | | | | | | |
Consolidated net income | $ | 86,459 | | | $ | 87,050 | | | | | |
Other comprehensive income (loss): | | | | | | | |
Adjustment for fair market value of swap | (3,978) | | | 9,924 | | | | | |
Consolidated comprehensive income | 82,481 | | | 96,974 | | | | | |
Comprehensive income allocated to non-controlling interests – Common OP Units | (3,899) | | | (4,616) | | | | | |
| | | | | | | |
Comprehensive income attributable to Common Stockholders | $ | 78,582 | | | $ | 92,358 | | | | | |
| | | | | | | |
Earnings per Common Share – Basic | $ | 0.44 | | | $ | 0.45 | | | | | |
| | | | | | | |
Earnings per Common Share – Fully Diluted | $ | 0.44 | | | $ | 0.45 | | | | | |
| | | | | | | |
Weighted average Common Shares outstanding – Basic | 185,900 | | | 185,690 | | | | | |
Weighted average Common Shares outstanding – Fully Diluted | 195,369 | | | 195,246 | | | | | |
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| | | | | | | | | | | | | | | |
| Quarters Ended | | Nine Months Ended |
| September 30, 2017 | | September 30, 2016 | | September 30, 2017 | | September 30, 2016 |
Earnings per Common Share – Basic: | | | | | | | |
Net income available for Common Stockholders | $ | 0.56 |
| | $ | 0.48 |
| | $ | 1.67 |
| | $ | 1.50 |
|
Earnings per Common Share – Fully Diluted: | | | | | | | |
Net income available for Common Stockholders | $ | 0.56 |
| | $ | 0.48 |
| | $ | 1.66 |
| | $ | 1.49 |
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| | | | | | | |
Distributions declared per Common Share outstanding | $ | 0.488 |
| | $ | 0.425 |
| | $ | 1.463 |
| | $ | 1.275 |
|
Weighted average Common Shares outstanding – basic | 87,037 |
| | 85,105 |
| | 86,620 |
| | 84,649 |
|
Weighted average Common Shares outstanding – fully diluted | 93,324 |
| | 92,910 |
| | 93,135 |
| | 92,405 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
Equity LifeStyle Properties, Inc.
Consolidated StatementStatements of Changes in Equity
For the Nine Months Ended September 30, 2017
(amounts in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Paid-in Capital | | | | Distributions in Excess of Accumulated Earnings | | Accumulated Other Comprehensive Income (Loss) | | Non-controlling Interests – Common OP Units | | Total Equity |
Balance as of December 31, 2022 | $ | 1,916 | | | $ | 1,628,618 | | | | | $ | (204,248) | | | $ | 19,119 | | | $ | 72,080 | | | $ | 1,517,485 | |
Exchange of Common OP Units for Common Stock | — | | | 198 | | | | | — | | | — | | | (198) | | | — | |
| | | | | | | | | | | | | |
Issuance of Common Stock through employee stock purchase plan | — | | | 363 | | | | | — | | | — | | | — | | | 363 | |
| | | | | | | | | | | | | |
Compensation expenses related to restricted stock and stock options | — | | | 2,549 | | | | | — | | | — | | | — | | | 2,549 | |
Repurchase of Common Stock or Common OP Units | — | | | (1,932) | | | | | — | | | — | | | — | | | (1,932) | |
Adjustment for Common OP Unitholders in the Operating Partnership | — | | | 168 | | | | | — | | | — | | | (168) | | | — | |
Adjustment for fair market value of swap | — | | | — | | | | | — | | | (3,978) | | | — | | | (3,978) | |
Consolidated net income | — | | | — | | | | | 82,371 | | | — | | | 4,088 | | | 86,459 | |
Distributions | — | | | — | | | | | (83,326) | | | — | | | (4,136) | | | (87,462) | |
Other | — | | | (98) | | | | | — | | | — | | | — | | | (98) | |
Balance as of March 31, 2023 | $ | 1,916 | | | $ | 1,629,866 | | | | | $ | (205,203) | | | $ | 15,141 | | | $ | 71,666 | | | $ | 1,513,386 | |
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| 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/(Income) | | Total Equity |
Balance, December 31, 2016 | $ | 854 |
| | $ | 1,103,048 |
| | $ | 136,144 |
| | $ | (231,276 | ) | | $ | 73,304 |
| | $ | (227 | ) | | $ | 1,081,847 |
|
Conversion of Common OP Units to Common Stock | 13 |
| | 16,429 |
| | — |
| | — |
| | (16,442 | ) | | — |
| | — |
|
Issuance of Common Stock through employee stock purchase plan | — |
| | 1,615 |
| | — |
| | — |
| | — |
| | — |
| | 1,615 |
|
Issuance of Common Stock | 5 |
| | 42,032 |
| | — |
| | — |
| | — |
| | — |
| | 42,037 |
|
Compensation expenses related to restricted stock | — |
| | 6,813 |
| | — |
| | — |
| | — |
| | — |
| | 6,813 |
|
Adjustment for Common OP Unitholders in the Operating Partnership | — |
| | (5,313 | ) | | — |
| | — |
| | 5,313 |
| | — |
| | — |
|
Adjustment for fair market value of swap | — |
| | — |
| | — |
| | — |
| | — |
| | 227 |
| | 227 |
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Net income | — |
| | — |
| | 7,667 |
| | 144,911 |
| | 9,825 |
| | — |
| | 162,403 |
|
Distributions | — |
| | — |
| | (6,910 | ) | | (127,406 | ) | | (8,584 | ) | | — |
| | (142,900 | ) |
Series C Preferred stock redemption | — |
| | — |
| | (136,144 | ) | | — |
| | — |
| | — |
| | (136,144 | ) |
Series C Preferred stock original issuance costs | — |
| | 757 |
| | (757 | ) | | — |
| | — |
| | — |
| | — |
|
Other | — |
| | (723 | ) | | — |
| | — |
| | — |
| | — |
| | (723 | ) |
Balance, September 30, 2017 | $ | 872 |
| | $ | 1,164,658 |
| | $ | — |
| | $ | (213,771 | ) | | $ | 63,416 |
| | $ | — |
| | $ | 1,015,175 |
|
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| Common Stock | | Paid-in Capital | | | | Distributions in Excess of Accumulated Earnings | | Accumulated Other Comprehensive Income (Loss) | | Non-controlling interests – Common OP Units | | Total Equity |
Balance as of December 31, 2021 | $ | 1,913 | | | $ | 1,593,362 | | | | | $ | (183,689) | | | $ | 3,524 | | | $ | 71,061 | | | $ | 1,486,171 | |
Exchange of Common OP Units for Common Stock | — | | | 67 | | | | | — | | | — | | | (67) | | | — | |
| | | | | | | | | | | | | |
Issuance of Common Stock through employee stock purchase plan | — | | | 513 | | | | | — | | | — | | | — | | | 513 | |
Issuance of Common Stock | 3 | | | 28,367 | | | | | — | | | — | | | — | | | 28,370 | |
Compensation expenses related to restricted stock and stock options | — | | | 2,590 | | | | | — | | | — | | | — | | | 2,590 | |
Repurchase of Common Stock or Common OP Units | — | | | (3,449) | | | | | — | | | — | | | — | | | (3,449) | |
Adjustment for Common OP Unitholders in the Operating Partnership | — | | | (1,641) | | | | | — | | | — | | | 1,641 | | | — | |
Adjustment for fair market value of swap | — | | | — | | | | | — | | | 9,924 | | | — | | | 9,924 | |
Consolidated net income | — | | | — | | | | | 82,906 | | | — | | | 4,144 | | | 87,050 | |
Distributions | — | | | — | | | | | (76,375) | | | — | | | (3,812) | | | (80,187) | |
Other | — | | | (645) | | | | | — | | | — | | | — | | | (645) | |
Balance as of March 31, 2022 | $ | 1,916 | | | $ | 1,619,164 | | | | | $ | (177,158) | | | $ | 13,448 | | | $ | 72,967 | | | $ | 1,530,337 | |
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The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2017 and 2016
(amounts in thousands)
(unaudited)
| | | | | | | | | | | |
| Quarters Ended March 31, |
| 2023 | | 2022 |
Cash Flows From Operating Activities: | | | |
Consolidated net income | $ | 86,459 | | | $ | 87,050 | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | |
Loss on sale of real estate and impairment, net | 2,632 | | | — | |
Early debt retirement | — | | | 516 | |
Depreciation and amortization | 51,860 | | | 50,237 | |
Amortization of loan costs | 1,208 | | | 1,213 | |
Debt premium amortization | (32) | | | (60) | |
Equity in income of unconsolidated joint ventures | (524) | | | (171) | |
Distributions of income from unconsolidated joint ventures | 174 | | | — | |
Proceeds from insurance claims, net | 5,795 | | | 59 | |
Compensation expense related to incentive plans | 3,330 | | | (1,529) | |
Revenue recognized from membership upgrade sales upfront payments | (3,505) | | | (3,067) | |
Commission expense recognized related to membership sales | 1,095 | | | 1,040 | |
| | | |
Changes in assets and liabilities: | | | |
Notes receivable, net | (1,345) | | | 189 | |
Deferred commission expense | (1,744) | | | (1,550) | |
Other assets, net | 21,763 | | | 23,168 | |
Accounts payable and other liabilities | 9,553 | | | (1,923) | |
Deferred membership revenue | 10,074 | | | 8,494 | |
Rents and other customer payments received in advance and security deposits | 7,668 | | | 13,665 | |
Net cash provided by operating activities | 194,461 | | | 177,331 | |
Cash Flows From Investing Activities: | | | |
Real estate acquisitions, net | (8,803) | | | (15,402) | |
| | | |
Investment in unconsolidated joint ventures | (1,752) | | | (7,912) | |
Distributions of capital from unconsolidated joint ventures | 1,012 | | | 374 | |
Proceeds from insurance claims, net | 4,070 | | | 1,405 | |
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| | | |
Capital improvements | (96,455) | | | (83,647) | |
Net cash used in investing activities | (101,928) | | | (105,182) | |
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| September 30, 2017 | | September 30, 2016 |
Cash Flows From Operating Activities: | | | |
Consolidated net income | $ | 162,403 |
| | $ | 144,751 |
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | |
Depreciation | 91,781 |
| | 88,043 |
|
Amortization of in-place leases | 2,128 |
| | 2,139 |
|
Amortization of loan costs | 2,676 |
| | 2,930 |
|
Debt premium amortization | (1,664 | ) | | (2,633 | ) |
Equity in income of unconsolidated joint ventures | (2,876 | ) | | (2,142 | ) |
Distributions of income from unconsolidated joint ventures | 2,711 |
| | 1,417 |
|
Stock-based compensation | 6,813 |
| | 6,796 |
|
Revenue recognized from right-to-use contract upfront payments | (7,440 | ) | | (6,863 | ) |
Commission expense recognized related to right-to-use contracts | 3,327 |
| | 3,071 |
|
Long term incentive plan compensation | 1,011 |
| | (3,390 | ) |
Recovery for uncollectible rents receivable | (52 | ) | | (548 | ) |
Changes in assets and liabilities: | | | |
Notes receivable activity, net | (337 | ) | | 349 |
|
Deferred commission expense | (3,560 | ) | | (3,641 | ) |
Escrow deposits, goodwill and other assets | 28,985 |
| | 22,516 |
|
Accrued expenses and accounts payable | 11,002 |
| | 15,392 |
|
Deferred revenue – upfront payments from right-to-use contracts | 11,210 |
| | 9,290 |
|
Deferred revenue – right-to-use annual payments | 696 |
| | 700 |
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Rents received in advance and security deposits | (3,305 | ) | | (3,595 | ) |
Net cash provided by operating activities | 305,509 |
| | 274,582 |
|
Cash Flows From Investing Activities: | | | |
Real estate acquisition | (2,163 | ) | | (78,203 | ) |
Investment in unconsolidated joint ventures | (33,479 | ) | | (5,000 | ) |
Distributions of capital from unconsolidated joint ventures | — |
| | 4,094 |
|
Repayments of notes receivable | 7,643 |
| | 7,788 |
|
Issuance of notes receivable | (22,297 | ) | | (7,436 | ) |
Capital improvements | (87,877 | ) | | (87,316 | ) |
Net cash used in investing activities | (138,173 | ) | | (166,073 | ) |
Cash Flows From Financing Activities: | | | |
Proceeds from stock options and employee stock purchase plan | 1,615 |
| | 5,931 |
|
Share based award tax withholding | — |
| | (98 | ) |
Gross proceeds from sale of Common Stock | 42,037 |
| | 50,000 |
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Distributions: | | | |
Common Stockholders | (121,114 | ) | | (103,803 | ) |
Common OP Unitholders | (8,786 | ) | | (8,828 | ) |
Preferred Stockholders | (6,910 | ) | | (6,910 | ) |
Principal payments and mortgage debt payoff | (60,392 | ) | | (109,256 | ) |
New mortgage notes payable financing proceeds | 146,000 |
| | 54,450 |
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Redemption of preferred stock | (136,144 | ) | | — |
|
Debt issuance and defeasance costs | (1,864 | ) | | (617 | ) |
Other | (723 | ) | | (824 | ) |
Net cash used in financing activities | (146,281 | ) | | (119,955 | ) |
Net increase (decrease) in cash | 21,055 |
| | (11,446 | ) |
Cash, beginning of period | 56,340 |
| | 80,258 |
|
Cash, end of period | $ | 77,395 |
| | $ | 68,812 |
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The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
For the Nine Months Ended September 30, 2017 and 2016
(amounts in thousands)
(unaudited)
| | | | | | | | | | | |
| Quarters Ended March 31, |
| 2023 | | 2022 |
Cash Flows From Financing Activities: | | | |
Proceeds from stock options and employee stock purchase plan | 363 | | | 513 | |
Gross proceeds from the issuance of common stock | — | | | 28,370 | |
Distributions: | | | |
Common Stockholders | (76,309) | | | (67,295) | |
Common OP Unitholders | (3,799) | | | (3,373) | |
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Share based award tax withholding payments | (1,932) | | | (3,449) | |
Principal payments and mortgage debt repayment | (16,443) | | | (29,592) | |
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Term loan proceeds | — | | | 200,000 | |
Line of Credit repayment | (104,000) | | | (319,000) | |
Line of Credit proceeds | 118,000 | | | 39,000 | |
Debt issuance and defeasance costs | — | | | (1,957) | |
Other | (99) | | | (644) | |
Net cash used in financing activities | (84,219) | | | (157,427) | |
Net increase (decrease) in cash and restricted cash | 8,314 | | | (85,278) | |
Cash and restricted cash, beginning of period | 22,347 | | | 123,398 | |
Cash and restricted cash, end of period | $ | 30,661 | | | $ | 38,120 | |
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| September 30, 2017 | | September 30, 2016 |
Supplemental Information: | | | |
Cash paid during the period for interest | $ | 76,713 |
| | $ | 79,762 |
|
Capital improvements – used homes acquired by repossessions | 227 |
| | 485 |
|
Net repayments of notes receivable – used homes acquired by repossessions | (227 | ) | | (485 | ) |
Building and other depreciable property – reclassification of rental homes | 25,852 |
| | 26,070 |
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Escrow deposits and other assets – reclassification of rental homes | (25,852 | ) | | (26,070 | ) |
| | | |
Real estate acquisitions: | | | |
Investment in real estate, fair value | $ | (7,985 | ) | | $ | (100,148 | ) |
Investment in real estate, cost | (110 | ) | | (2,000 | ) |
Escrow deposits and other assets | — |
| | (20 | ) |
Debt assumed | 5,900 |
| | 22,010 |
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Accrued expenses and accounts payable | 32 |
| | 1,955 |
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Real estate acquisitions, net | $ | (2,163 | ) | | $ | (78,203 | ) |
| | | | | | | | | | | |
| Quarters Ended March 31, |
| 2023 | | 2022 |
Supplemental Information: | | | |
Cash paid for interest, net | $ | 31,630 | | | $ | 26,839 | |
Net investment in real estate – reclassification of rental homes | $ | 15,907 | | | $ | 21,311 | |
Other assets, net – reclassification of rental homes | $ | (15,907) | | | $ | (21,311) | |
| | | |
Real estate acquisitions: | | | |
Investment in real estate | $ | (9,535) | | | $ | (15,075) | |
Notes receivable, net | — | | | (772) | |
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Other assets, net | 14 | | | — | |
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Deferred membership revenue | — | | | 315 | |
| | | |
Other liabilities | — | | | 79 | |
Rents and other customer payments received in advance and security deposits | 718 | | | 51 | |
Real estate acquisitions, net | $ | (8,803) | | | $ | (15,402) | |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
the consolidated financial statements.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 – Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. (“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (“Subsidiaries”(the “Subsidiaries”), are referred to herein as “we,” “us,” and “our.” Capitalized terms used“our”. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. We provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 95.3% interest as of March 31, 2023. As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for variable interest entities in which ELS is not considered the primary beneficiary, but not defined hereinwith respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are as definedrecognized in our Annual Report on Form 10-K (“2016 Form 10-K”) for the year ended December 31, 2016. Theseearnings.
The accompanying unaudited Consolidated Financial Statementsinterim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations.regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles ("GAAP"(“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the 2016 Form 10-K.year ended December 31, 2022.
The following notesIntercompany balances and transactions have been eliminated. All adjustments to the Consolidated Financial Statements highlight significant changes to the notes included in the 2016 Form 10-Kunaudited interim consolidated financial statements are of a normal, recurring nature and, present interim disclosures as required by the SEC. The accompanying Consolidated Financial Statements reflect, in the opinion of management, all adjustments and estimatesare necessary for a fair presentation of theresults for these interim financial statements, which are of a normal, recurring nature.periods. Revenues and expenses are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results. Certain prior period amounts have been reclassified on our unaudited interim consolidated financial statements to conform with current year presentation.
Note 2 – Summary of Significant Accounting Policies
(a) Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Leases with customers renting our Sites are accounted for as operating leases. The rental income associated with these leases is accounted for in accordance with the Accounting Standards Codification (“ASC”) 842, Leases, and is recognized over the term of the respective lease or the length of a customer’s stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. RV and marina Sites are leased to those who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those customers renting marina dry storage slips. Annual Sites are leased on an annual basis, including those Northern Properties that are open for the summer season. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. We consolidatedo not separate expenses reimbursed by our majority-owned Subsidiaries in whichcustomers (“utility recoveries”) from the associated rental income as we havemeet the abilitypractical expedient criteria of ASC 842, Leases to controlcombine the operationslease and all variable interest entities ("VIE") with respect to which we are the primary beneficiary.non-lease components. We also consolidate entities in which we have a direct or indirect controlling or voting interest. All significant intercompany balances and transactions have been eliminated in consolidation.
Effective January 1, 2016, we adopted (“ASU 2015-02”) Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 required us to evaluate whether we should consolidate certain legal entities. The adoption of this standard did not result in any changes to our accounting of interests in less than wholly-owned joint ventures; however, the Operating Partnership now meetsassessed the criteria as a VIE. Weand concluded that the Operating Partnership is a VIE because wetiming and pattern of transfer for rental income and the associated utility recoveries are the general partnersame and, controlling owneras our leases qualify as operating leases, we account for and present rental income and utility recoveries as a single component under Rental income in our Consolidated Statements of approximately 93.7%Income and Comprehensive Income. In addition, customers may lease homes that are located in our communities. These leases are accounted for as operating leases. Rental income derived from customers leasing homes is also accounted for in accordance with ASC 842, Leases and is recognized over the term of the Operating Partnership and the limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership.respective lease. The Company has the power to direct the VIE's activities and the obligation to absorb itsallowance for credit losses or the right to receive its benefits, which are significantrelated to the VIE. Accordingly, wecollectability of lease receivables is presented as a reduction to Rental income. Lease receivables are the primary beneficiary and we will continue to consolidate the Operating Partnership under this new guidance.
We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary, but can exercise influence over the entity with respect to its operations and major decisions.
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(b) | Identified Intangibles and Goodwill |
As of both September 30, 2017 and December 31, 2016, the gross carrying amount of identified intangible assets and goodwill, a component of escrow deposits, goodwill and otherpresented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. The estimate for credit losses is a result of our consolidated balance sheets, was approximately $12.1 million. Asongoing assessments and evaluations of both September 30, 2017collectability, including historical loss experience, current market conditions and December 31, 2016, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangible assets was approximately $2.9 million and $2.8 million as of September 30, 2017 and December 31, 2016, respectively.
As of September 30, 2017 and December 31, 2016, the gross carrying amount of in-place lease intangible assets, a component of buildings and other depreciable property on our consolidated balance sheets, was approximately $76.7 million and $76.3 million, respectively. Accumulated amortization of in-place lease intangible assets was approximately $76.4 million and $74.3 million as of September 30, 2017 and December 31, 2016, respectively.
Cash as of both September 30, 2017 and December 31, 2016 included approximately $5.3 million of restricted cash for the payment of capital improvements, insurance or real estate taxes.
future expectations in forecasting credit losses.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
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(d) | Fair Value of Financial Instruments |
Our financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swapsAnnual membership subscriptions and mortgage notes payable. We disclose the estimated fair value of our financial instruments according to a fair value hierarchy (Level 1, 2 and 3).
Our mortgage notes payable and term loan, excluding deferred financing costs of approximately $18.9 million as of both September 30, 2017 and December 31, 2016, had an aggregate carrying value of approximately $2,200.1 million and $2,110.2 million as of September 30, 2017 and December 31, 2016, respectively, and a fair value of approximately $2,225.4 million and $2,081.2 million as of September 30, 2017 and December 31, 2016, respectively. The fair value was measured using quoted prices and observable inputs from similar liabilities (Level 2). At December 31, 2016, our cash flow hedge of interest rate risk included in accrued expenses and accounts payable was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). We consider our own credit risk as well as the credit risk of our counterparties when evaluating the fair value of our derivative. The cash flow hedge of interest rate risk expired during the quarter ended September 30, 2017. The fair values of our notes receivable approximate their carrying or contract values. We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions.
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(e) | New Accounting Pronouncements |
In January 2017, the FASB issued ("ASU 2017-01") Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should bemembership upgrade sales are accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for annual reporting beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that the adoption of this standard may have on our consolidated financial statements and related disclosures.
In August 2016, the FASB issued (“ASU 2016-15”) Statement of Cash Flows (Topic 230). ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 will be effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that adoption of this standard may have on our consolidated financial statements and related disclosures.
In June 2016, the FASB issued (“ASU 2016-13”) Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that adoption of this standard may have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ("ASU 2016-02") Leases. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application,accordance with an option to use certain transition relief. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, this standard may have on our consolidated financial statements and related disclosures.
In May 2014, the FASB issued ("ASU 2014-09") ASC 606, Revenue from Contracts with CustomersCustomers. Membership subscriptions provide our customers access to specific Properties for limited stays at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period during which along with related subsequent amendments will replace most existing revenue recognition guidance in GAAP. The core principleaccess to Sites at certain Properties is provided. Membership subscription receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of ASU 2014-09 is that an entity should recognize revenueallowance for the transfer of goods or services equalcredit losses. Membership upgrades grant certain additional access rights to the amountcustomer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years. Financed upgrade sales (also known as contract receivables) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties. Financed home sales (also known as chattel loans) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
(b) Restricted Cash
As of March 31, 2023 and December 31, 2022, restricted cash consisted of $19.8 million and $19.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(c) Casualty related charges/(recoveries), net
During the quarter ended March 31, 2023, we recognized expenses of approximately $8.5 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $8.5 million related to the expected insurance recovery as a result of Hurricane Ian.
Note 3 – Leases
Lessor
The leases entered into between the customer and us for rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that it expectsare non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be entitledreceived under long-term non-cancelable tenant leases, as well as those leases that are subject to receive forlong-term agreements governing rent payments and increases:
| | | | | | | | |
(amounts in thousands) | | As of March 31, 2023 |
2023 | | $ | 86,670 | |
2024 | | 115,394 | |
2025 | | 42,805 | |
2026 | | 23,963 | |
2027 | | 22,544 | |
Thereafter | | 57,200 | |
Total | | $ | 348,576 | |
Lessee
We lease land under non-cancelable operating leases at 10 Properties expiring at various dates between 2028 and 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those goods or services. ASU 2014-09 requires additional disclosure aboutProperties. We also have other operating leases, primarily office space, expiring at various dates through 2032. For the nature, amount, timingquarters ended March 31, 2023 and uncertainty of revenue2022, total operating lease payments were $1.5 million and cash flows arising from customer contracts, including significant judgments and changes in judgments. The new standard will be effective for the Company beginning on January 1, 2018. The standard permits the use of either the full retrospective or modified retrospective transition method.$2.6 million, respectively.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 23 – Summary of Significant Accounting PoliciesLeases (continued)
The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of March 31, 2023:
We expect to adopt ASU 2014-09 on January 1, 2018 using the modified retrospective transition method. We have determined that | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2023 | | |
(amounts in thousands) | | Ground Leases | | Office and Other Leases | | Total | | | | | | |
2023 | | $ | 544 | | | $ | 3,081 | | | $ | 3,625 | | | | | | | |
2024 | | 675 | | | 3,407 | | | 4,082 | | | | | | | |
2025 | | 680 | | | 3,108 | | | 3,788 | | | | | | | |
2026 | | 684 | | | 2,613 | | | 3,297 | | | | | | | |
2027 | | 689 | | | 2,424 | | | 3,113 | | | | | | | |
Thereafter | | 4,525 | | | 10,794 | | | 15,319 | | | | | | | |
Total undiscounted rental payments | | 7,797 | | | 25,427 | | | 33,224 | | | | | | | |
Less imputed interest | | (2,013) | | | (3,741) | | | (5,754) | | | | | | | |
Total lease liabilities | | $ | 5,784 | | | $ | 21,686 | | | $ | 27,470 | | | | | | | |
Right-of-use (“ROU”) assets and lease liabilities from our primary source of revenue, generated through leasing arrangements, is excluded from ASU 2014-09. We are in the process of finalizing our evaluationoperating leases, included within Other assets, net and quantifying the impact, if any, the adoption of ASU 2014-09 will have on our non-lease revenue streams, including right-to-use annual payments, right-to-use contracts, and utilityAccounts payable and other income. While we have not finalized our assessment of the impact of ASU 2014-09, basedliabilities on the analysis completed to date, we do not currently anticipate that ASU 2014-09 will have a material impactConsolidated Balance Sheets, were $25.3 million and $27.5 million, respectively, as of March 31, 2023. The weighted average remaining lease term for our operating leases was nine years and the weighted average incremental borrowing rate was 3.8% at March 31, 2023.
ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $25.9 million and $28.0 million, respectively, as of December 31, 2022. The weighted average remaining lease term for our consolidated financial statements.operating leases was nine years and the weighted average incremental borrowing rate was 3.8% at December 31, 2022.
Note 34 – Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per Common Shareshare of common stock (Common Share) for the quarters ended March 31, 2023 and nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):2022:
| | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, | | |
(amounts in thousands, except per share data) | | 2023 | | 2022 | | | | |
Numerators: | | | | | | | | |
Net income available for Common Stockholders – Basic | | $ | 82,371 | | | $ | 82,906 | | | | | |
Amounts allocated to non controlling interest (dilutive securities) | | 4,088 | | | 4,144 | | | | | |
Net income available for Common Stockholders – Fully Diluted | | $ | 86,459 | | | $ | 87,050 | | | | | |
Denominators: | | | | | | | | |
Weighted average Common Shares outstanding – Basic | | 185,900 | | | 185,690 | | | | | |
Effect of dilutive securities: | | | | | | | | |
Exchange of Common OP Units for Common Shares | | 9,262 | | | 9,301 | | | | | |
Stock options and restricted stock | | 207 | | | 255 | | | | | |
Weighted average Common Shares outstanding – Fully Diluted | | 195,369 | | | 195,246 | | | | | |
| | | | | | | | |
Earnings per Common Share – Basic | | $ | 0.44 | | | $ | 0.45 | | | | | |
| | | | | | | | |
Earnings per Common Share – Fully Diluted | | $ | 0.44 | | | $ | 0.45 | | | | | |
| | | | | | | | |
|
| | | | | | | | | | | | | | | |
| Quarters Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Numerator: | | | | | | | |
Net Income Available for Common Stockholders: | | | | | | | |
Net income available for Common Stockholders – basic | $ | 48,525 |
| | $ | 40,998 |
| | $ | 144,911 |
| | $ | 127,071 |
|
Amounts allocated to dilutive securities | 3,286 |
| | 3,462 |
| | 9,825 |
| | 10,770 |
|
Net income available for Common Stockholders – fully diluted | $ | 51,811 |
| | $ | 44,460 |
| | $ | 154,736 |
| | $ | 137,841 |
|
Denominator: | | | | | | | |
Weighted average Common Shares outstanding – basic | 87,037 |
| | 85,105 |
| | 86,620 |
| | 84,649 |
|
Effect of dilutive securities: | | | | | | | |
Conversion of Common OP Units to Common Shares | 5,836 |
| | 7,203 |
| | 6,100 |
| | 7,205 |
|
Stock options and restricted shares | 451 |
| | 602 |
| | 415 |
| | 551 |
|
Weighted average Common Shares outstanding – fully diluted | 93,324 |
| | 92,910 |
| | 93,135 |
| | 92,405 |
|
| | | | | | | |
Earnings per Common Share – Basic: | | | | | | | |
Net income available for Common Stockholders | $ | 0.56 |
| | $ | 0.48 |
| | $ | 1.67 |
| | $ | 1.50 |
|
| | | | | | | |
Earnings per Common Share – Fully Diluted: | | | | | | | |
Net income available for Common Stockholders | $ | 0.56 |
| | $ | 0.48 |
| | $ | 1.66 |
| | $ | 1.49 |
|
Note 45 – Common Stock and Other Equity Related Transactions
Series C Preferred Stock Redemption and Distribution Activity
The following quarterly distributions have been declared on our depositary shares (each representing 1/100 of a share of our Series C Preferred Stock) and paid to our preferred stockholders for the nine months ended September 30, 2017. On September 25, 2017, we redeemed our 6.75% Series C Preferred Stock for $138.4 million, including accrued dividends. The shares of Series C Preferred Stock that were redeemed now have the status of authorized but unissued preferred stock, without designation as to class or series.
|
| | | | | | | | |
Distribution Amount Per Share | | For the Quarter Ended | | Stockholder Record Date | | Payment Date |
$ | 0.421875 |
| | March 31, 2017 | | March 10, 2017 | | March 31, 2017 |
$ | 0.421875 |
| | June 30, 2017 | | June 15, 2017 | | June 30, 2017 |
$ | 0.421875 |
| | September 30, 2017 | | September 15, 2017 | | September 25, 2017 |
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to common stockholdersCommon Stockholders and common the Operating Partnership unit (“OP Unit non-controllingUnit”) holders for the nine months ended September 30, 2017.since January 1, 2022.
|
| | | | | | | | |
Distribution Amount Per Share | | For the Quarter Ended | | Stockholder Record Date | | Payment Date |
$ | 0.4875 |
| | March 31, 2017 | | March 31, 2017 | | April 14, 2017 |
$ | 0.4875 |
| | June 30, 2017 | | June 30, 2017 | | July 14, 2017 |
$ | 0.4875 |
| | September 30, 2017 | | September 29, 2017 | | October 13, 2017 |
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 45 – Common Stock and Other Equity Related Transactions (continued)
| | | | | | | | | | | | | | | | | | | | |
Distribution Amount Per Share | | For the Quarter Ended | | Stockholder Record Date | | Payment Date |
$0.4100 | | March 31, 2022 | | March 25, 2022 | | April 8, 2022 |
$0.4100 | | June 30, 2022 | | June 24, 2022 | | July 8, 2022 |
$0.4100 | | September 30, 2022 | | September 30, 2022 | | October 14, 2022 |
$0.4100 | | December 31, 2022 | | December 30, 2022 | | January 13, 2023 |
$0.4475 | | March 31, 2023 | | March 31, 2023 | | April 14, 2023 |
Equity Offering Program
Notes to Consolidated Financial Statements
Note 5 – Investment in Joint Ventures (continued)
On May 4, 2015,February 24, 2022, we extendedentered into our current at-the-market (“ATM”) equity offering program by entering into new separate equity distribution agreements with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock,common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0$500.0 million. The following table presents the shares that were issued under the ATM equity offering program during the nine months ended September 30, 2017 and nine months ended September 30, 2016 (amounts in thousands, except stock data): |
| | | | | | | | |
| | Nine Months Ended |
| | September 30, 2017 | | September 30, 2016 |
Shares of Common Stock sold | | 484,913 |
| | 683,548 |
|
Weighted average price | | $ | 86.69 |
| | $ | 73.15 |
|
Total gross proceeds | | $ | 42,037 |
| | $ | 50,000 |
|
Commissions paid to sales agents | | $ | 526 |
| | $ | 657 |
|
As of September 30, 2017, approximately $33.0 million of Common StockMarch 31, 2023, the full capacity remained available for issuance under theour ATM equity offering program.
ConversionsExchanges
Subject to certain limitations, holders of Common Operating Partnership units ("OP units")Unit holders can request an exchange of any or all of their OP unitsUnits for shares of Common Stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash. During the nine monthsquarters ended September 30, 2017, 1,335,247March 31, 2023 and 2022, 25,496 and 8,640 OP unitsUnits, respectively, were exchanged for an equal number of shares of Common Stock.
Note 56 – Investment in Real Estate
Acquisitions
2023
On May 10, 2017,March 28, 2023, we completed the acquisition of Paradise Park Largo,Red Oak Shores Campground, a 108-site manufactured home223-site RV community located in Largo, Florida. TheOcean View, New Jersey for a purchase price of approximately $8.0 million$9.5 million. The acquisition was accounted for as an asset acquisition under ASC 805, Business Combinations and was funded with available cash andfrom our unsecured line of credit.
Impairment
During the quarter ended March 31, 2023, we recorded an assumed loan. The $5.9impairment charge of approximately $2.6 million loan has an interest rate of 4.6% that maturesrelated to flooding events at certain Properties in 2040.California.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 67 – InvestmentInvestments in Unconsolidated Joint Ventures
On August 8, 2017, we contributed approximately $30.0 million to acquire a 49% interest in Florida Atlantic Holding, LLC ("Loggerhead"). Loggerhead owns a portfolio of 11 marinas located in Florida. The contribution was funded by net proceeds from sales of common stock under our ATM equity offering program. Our ownership interest in Loggerhead is accounted for under the equity method of accounting.
On June 15, 2017, we entered into a joint venture agreement to purchase Crosswinds Mobile Home Park, a 376-site manufactured home community located in St. Petersburg, Florida. The purchase price of the Property was $18.4 million. We contributed $2.2 million for a 49% equity interest in the joint venture. The joint venture is accounted for under the equity method of accounting. As part of the transaction, we issued a short term loan of $13.8 million to the joint venture. The loan bears interest at 5% per annum, can be repaid with no penalty prior to maturity and matures on December 12, 2017.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6 – Investment in Unconsolidated Joint Ventures (continued)
The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of September 30, 2017March 31, 2023 and December 31, 2016)2022, respectively):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Investment as of | | Income/(Loss) for the Quarters Ended |
Investment | | Location | | Number of Sites | | Economic Interest (a) | | March 31, 2023 | | December 31, 2022 | | March 31, 2023 | | March 31, 2022 |
Meadows | | Various (2,2) | | 1,077 | | | 50 | % | | $ | 232 | | | $ | 158 | | | $ | 374 | | | $ | 260 | |
Lakeshore | | Florida (3,3) | | 721 | | | (b) | | 2,866 | | | 2,625 | | | 172 | | | 135 | |
Voyager | | Arizona (1,1) | | — | | | — | % | (c) | — | | | 139 | | | 692 | | | 20 | |
ECHO JV | | Various | | — | | | 50 | % | | 2,773 | | | 2,963 | | | (190) | | | 177 | |
RVC | | Various | | 1,282 | | | 80 | % | (d) | 60,036 | | | 60,323 | | | (353) | | | (421) | |
Mulberry Farms | | Arizona | | 200 | | | 50 | % | | 10,071 | | | 9,902 | | | (31) | | | — | |
Hiawassee KOA JV | | Georgia | | 283 | | | 50 | % | | $ | 5,157 | | | $ | 5,294 | | | $ | (140) | | | $ | — | |
| | | | 3,563 | | | | | $ | 81,135 | | | $ | 81,404 | | | $ | 524 | | | $ | 171 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Investment as of | | Joint Venture Income/(Loss) for the Nine Months Ended |
Investment | | Location | | Number of Sites (d) | | Economic Interest (a) | | | September 30, 2017 | | December 31, 2016 | | September 30, 2017 | | September 30, 2016 |
Meadows | | Various (2,2) | | 1,077 |
| | 50 | % | | | $ | 170 |
| | $ | 510 |
| | $ | 1,610 |
| | $ | 1,026 |
|
Lakeshore | | Florida (3,2) | | 720 |
| | (b) |
| | | 2,170 |
| | 56 |
| | 10 |
| | 250 |
|
Voyager | | Arizona (1,1) | | 1,801 |
| | 50 | % | (c) | | 3,455 |
| | 3,376 |
| | 795 |
| | 902 |
|
Loggerhead | | Florida | | 2,343 |
| | 49 | % | | | 31,646 |
| | — |
| | 230 |
| | — |
|
ECHO JV | | Various | | — |
| | 50 | % | | | 15,525 |
| | 15,427 |
| | 231 |
| | (36 | ) |
| | | | 5,941 |
| | | | | $ | 52,966 |
| | $ | 19,369 |
| | $ | 2,876 |
| | $ | 2,142 |
|
__________________________________________(a)The percentages shown approximate our economic interest as of March 31, 2023. Our legal ownership interest may differ.
| |
(a) | The percentages shown approximate our economic interest as of September 30, 2017. Our legal ownership interest may differ. |
| |
(b) | Includes two joint ventures in which we own a 65% interest and Crosswinds joint venture in which we own a 49% interest. |
| |
(c) | Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing the Property. |
| |
(d) | Loggerhead sites represent slip count. |
(b)Includes two joint ventures in which we own a 65% interest in each and the Crosswinds joint venture in which we own a 49% interest.
(c)During the quarter ended March 31, 2023 we sold our 33% interest in the utility plant servicing Voyager RV Resort.
(d)Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development.
We received approximately $2.7$1.2 million and $5.5$0.4 million in distributions from theseour unconsolidated joint ventures for the nine monthsquarters ended September 30, 2017March 31, 2023 and 2016,2022, respectively. Approximately $0.1 million and $0.6$0.3 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarterquarters ended March 31, 2023 and nine months ended September 30, 2017,2022, and as such, were recorded as income from unconsolidated joint ventures. None of the distributions made to us exceeded our basis in joint ventures for the quarter and nine months ended September 30, 2016.
Note 78 – Borrowing Arrangements
Mortgage Notes Payable
AsOur mortgage notes payable are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of September 30, 2017 and December 31, 2016, we had outstandingour mortgage indebtedness of approximately $1,981.6 million and $1,891.9 million, respectively, net of deferred financing costs.notes payable:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2023 | | As of December 31, 2022 |
(amounts in thousands) | | Fair Value | | Carrying Value | | Fair Value | | Carrying Value |
Mortgage notes payable, excluding deferred financing costs | | $ | 2,100,665 | | | $ | 2,701,638 | | | $ | 2,043,412 | | | $ | 2,718,114 | |
The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, for the nine months ended September 30, 2017as of March 31, 2023, was approximately 4.8%3.7% per annum. The debt bears interest at stated rates ranging from 3.5%2.4% to 8.9% per annum and matures on various dates ranging from 20182023 to 2041. The debt encumbered a total of 128 and 126114 of our Properties as of September 30, 2017March 31, 2023 and December 31, 2016, respectively,2022, and the gross carrying value of such Properties was approximately $2,396.2$2,895.2 million and $2,296.6$2,868.3 million, as of September 30, 2017March 31, 2023 and December 31, 2016,2022, respectively.
During the quarter ended September 30, 2017, weUnsecured Debt
We previously entered into three new loans, each secured by a manufactured home community, totaling $146.0 million.Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $500.0 million unsecured line of credit (the “LOC”) and a $300.0 million senior unsecured term loan (the “$300 million Term Loan”). On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to Secured Overnight Financing Rate (“SOFR”) borrowings. The loans haveLOC bears interest at a stated interest rate of 4.07%SOFR plus 1.25% to 1.65% and mature in 2037.
During the quarter ended September 30, 2017, we also paid off one maturing mortgage loanrequires an annual facility fee of $6.90.20% to 0.35%. The $300 million with a weighted average interest rate of 6.47% per annum, secured by one manufactured home community.
In connection with the Paradise Park Largo acquisition during the quarter ended June 30, 2017, we assumed approximately $5.9 million of mortgage debt secured by the manufactured home community withTerm Loan has an interest rate of 4.6% that matures in 2040.
DuringSOFR plus 1.40% to 1.95% per annum. For both the quarter endedLOC and the $300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms. As of March 31, 2017, we paid off one maturing mortgage loan of approximately $21.1 million, with a weighted average interest rate of 5.76% per annum, secured by one manufactured home community.
As of September 30, 2017, we are in compliance in all material respects with2023, the covenants in our borrowing arrangements.
Company has no remaining LIBOR based borrowings.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 – Borrowing Arrangements (continued)
The LOC had a balance of $212.0 million and $198.0 million outstanding as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, our LOC had a remaining borrowing capacity of $288.0 million.
As of March 31, 2023, we were in compliance in all material respects with the covenants in all our borrowing arrangements.
During the year ended December 31, 2022, we entered into a $200.0 million senior unsecured term loan agreement (the “$200 million Term Loan”). The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30% to 1.80%, depending on leverage levels.
Note 9 – Derivative Instruments and Hedging
Cash Flow Hedges of Interest Rate Risk
We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. We do not enter into derivatives for speculative purposes.
In March 2021, we entered into a Swap Agreement (the “2021 Swap”) with a notional amount of $300.0 million allowing us to trade the variable interest rate associated with our $300.0 million Term Loan for a fixed interest rate. In March 2023, we amended the 2021 Swap agreement to reflect the change in the $300.0 million Term Loan interest rate benchmark from LIBOR to SOFR (see Note 8.Borrowing arrangements). The 2021 Swap has a fixed interest rate of 0.41% per annum and matures on March 25, 2024. Based on the leverage as of March 31, 2023, our spread over SOFR was 1.40% resulting in an estimated all-in interest rate of 1.81% per annum.
In April 2023, we entered into a Swap Agreement (the “2023 Swap”) with a notional amount of $200.0 million allowing us to trade the variable interest rate associated with our $200.0 million Term Loan for a fixed interest rate. The 2023 Swap has a fixed interest rate of 3.68% per annum and matures on January 21, 2027. Based on the leverage as of March 31, 2023, our spread over SOFR was 1.20% resulting in an estimated all-in interest rate of 4.88% per annum.
Our derivative financial instrument was classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:
| | | | | | | | | | | | | | | | | | | | |
| | | | As of March 31, | | As of December 31, |
(amounts in thousands) | | Balance Sheet Location | | 2023 | | 2022 |
Interest Rate Swap | | Other assets, net | | $ | 15,141 | | | $ | 19,119 | |
| | | | | | |
The following table presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationship | | Amount of (gain)/loss recognized in OCI on derivative for the quarters ended March 31, | | Location of (gain)/ loss reclassified from accumulated OCI into income | | Amount of (gain)/loss reclassified from accumulated OCI into income for the quarters ended March 31, |
(amounts in thousands) | | 2023 | | 2022 | | (amounts in thousands) | | 2023 | | 2022 |
Interest Rate Swap | | $ | 523 | | | $ | (9,661) | | | Interest Expense | | $ | (3,455) | | | $ | 263 | |
During the next twelve months, we estimate that $14.0 million will be reclassified as a decrease to interest expense. This estimate may be subject to change as the underlying SOFR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of March 31, 2023, we had not posted any collateral related to the 2021 Swap.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 810 – Equity Incentive Awards
Stock-based compensation expense, reported in general and administrative on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended September 30, 2017 and 2016 was approximately $2.6 million and $2.4 million, respectively, and for both the nine months ended September 30, 2017 and 2016 was approximately $6.8 million.
Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by ourthe Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to
During the 2014 Plan, our officers, directors, employees and consultants may be awarded (i)quarter ended March 31, 2023, 82,884 shares of common stock (“Restricted Stock”), (ii) options to acquire shares of common stock (“Options”), including non-qualified stock options and incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and (iii) other forms of equity awards, subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of our Board of Directors (the “Compensation Committee”). The Compensation Committee will determine the vesting schedule, if any, of each Restricted Stock Grant or Option and the term of each Option, which term shall not exceed ten years from the date of grant. Shares that do not vest are forfeited. Dividends paid on restricted stock are not returnable, even if the underlying stock does not entirely vest. A maximum of 3,750,000 shares of common stock were originally available for grant under the 2014 Plan. As of September 30, 2017, 3,126,885 shares remained available for grant.
Grants under the 2014 Plan are approved by the Compensation Committee, which determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award, except grants to directors which are approved by the Board of Directors.
On May 2, 2017, we awarded certain members of our Board of Directors 55,238 shares of Restricted Stock at a fair market value of approximately $4.5 million and Options to purchase 6,930 shares of common stock with an exercise price of $81.15 per share. The shares of common stock covered by these awards are subject to multiple tranches that vest between November 2, 2017 and May 2, 2020.
On February 1, 2017, we awarded 75,000 shares of Restricted Stock at a fair market value of approximately $5.4 million to certain members of our senior management for their serviceteam. Of these shares, 50% are time-based awards, vesting in 2017. These restricted stock grants will vestequal installments over a three-year period on December 31, 2017.
TheJanuary 30, 2024, February 4, 2025 and February 3, 2026, respectively, and have a grant date fair market value of our restricted stock grants was determined$3.0 million. The remaining 50% are performance-based awards vesting in equal installments on January 30, 2024, February 4, 2025 and February 3, 2026, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period. They are valued using the closing share price at the grant date when all the key terms and conditions are known to all parties. The 13,812 shares of our commonrestricted stock subject to 2023 performance goals have a grant date fair value of $1.0 million.
Stock based compensation expense, reported in General and administrative expense on the dateConsolidated Statements of Income and Comprehensive Income, was $2.5 million and $2.6 million for the shares were issuedquarters ended March 31, 2023 and is recorded as compensation expense and paid in capital over the vesting period.2022, respectively.
Note 911 – Commitments and Contingencies
Hurricane Irma
Based on our assessment and available information as of the quarter ended September 30, 2017, we recognized expense of $3.7 million during the quarter and nine months ended September 30, 2017 related to property damage and restoration work that had been reasonably estimated and/or completed to date at our Florida properties as a result of Hurricane Irma. Based on our evaluation of these costs and our review of the potential insurance claim and our estimate of the related deductible, we recorded a revenue accrual of $3.5 million during the quarter and nine months ended September 30, 2017. As of September 30, 2017, while we expect additional amounts to be identified in the future, we cannot estimate the total expenses or recoveries related to Hurricane Irma.
California Rent Control Litigation
As part of our effort to realize the value of our Properties subject to rent control, we previously initiated lawsuits against certain localities in California with the goal of achieving a level of regulatory fairness in California's rent control jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon turnover. Such regulations allow tenants to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In our view, such regulations result in a transfer to the tenants of the value of our land, which would otherwise be reflected in market rents. We have discovered through the litigation process that certain municipalities considered condemning our Properties at values well below the value of the underlying land. In our view, a failure to articulate market rents for Sites governed by restrictive rent control would put us at risk for condemnation or eminent domain proceedings based on artificially reduced rents. Such a physical taking, should it occur, could represent substantial lost value to stockholders. We are cognizant of the need for affordable housing in the jurisdictions, but assert that restrictive rent regulation does not promote this purpose because tenants pay to their sellers as part of the purchase price
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9 – Commitments and Contingencies (continued)
of the home all the future rent savings that are expected to result from the rent control regulations, eliminating any supposed improvement in the affordability of housing. In a more well-balanced regulatory environment, we would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts have included the following matters:
We sued the City of San Rafael on October 13, 2000 in the U.S. District Court for the Northern District of California, challenging its rent control ordinance on constitutional grounds. While the District Court found the rent control ordinance unconstitutional, the United States Court of Appeals for the Ninth Circuit reversed the District Court and ruled that the ordinance had not unconstitutionally taken our property. On September 3, 2013, we filed a petition for review by the U.S. Supreme Court, which was denied.
On January 31, 2012, we sued the City of Santee in the United States District for the Southern District of California challenging its rent control ordinance on constitutional grounds. On September 26, 2013, we entered a settlement agreement with the City pursuant to which we are able to increase Site rents at the Meadowbrook community through January 1, 2034 as follows: (a) a one-time 2.5% rent increase on all Sites in January 2014; plus (b) annual rent increases of 100% of the consumer price index (CPI) beginning in 2014; and (c) a 10% increase in the rent on a site upon turnover of that site. Absent the settlement, the rent control ordinance limited us to annual rent increases of at most 70% of CPI with no increases on turnover of a site.
Settlement of California Lawsuits
On January 18, 2017, we entered into agreements pursuant to which we agreed to settle three California lawsuits related to our California Hawaiian property in San Jose, our Monte del Lago property in Castroville and our Santiago Estates property in Sylmar. Each of the three plaintiff groups was represented by the same law firm and alleged that the Company failed to properly maintain the respective properties. The settlement agreements provided for $9.9 million to be paid to settle the California Hawaiian matter, $1.5 million to be paid to settle the Monte del Lago matter and $1.9 million to be paid to settle the Santiago Estates matter. As a result, a litigation settlement payable was recorded in Accrued expenses and accounts payable as of December 31, 2016. In addition, an insurance receivable was recorded in escrow deposits, goodwill and other assets, net as of December 31, 2016, resulting in a net settlement of approximately $2.4 million reflected as a component of property rights initiatives and other, net on the consolidated statement of income for the year ended December 31, 2016. During the quarter ended March 31, 2017, the settlements were finalized, the settlement payments were made and the insurance payments were received. These settlements resolved all pending matters brought by plaintiffs’ counsel against us or any of our affiliates. Pursuant to the settlement agreements, all plaintiffs provided full releases to each of the defendants and their affiliates including with respect to the claims alleged in the lawsuits, and each of the lawsuits and related appeals were dismissed with prejudice. The settlements do not constitute an admission of liability by us or any of our affiliates and were made to avoid the costs, risks and uncertainties inherent in litigation.
Civil Investigation by Certain California District Attorneys
In November 2014, we received a civil investigative subpoena from the office of the District Attorney for Monterey County, California ("MCDA"), seeking information relating to, among other items, statewide compliance with asbestos and hazardous waste regulations dating back to 2005 primarily in connection with demolition and renovation projects performed by third-party contractors at our California Properties. We responded by providing the information required by the subpoena.
On October 20, 2015, we attended a meeting with representatives of the MCDA and certain other District Attorneys' offices at which the MCDA reviewed the preliminary results of their investigation including, among other things, (i) alleged violations of asbestos and related regulations associated with approximately 200 historical demolition and renovation projects in California; (ii) potential exposure to civil penalties and unpaid fees; and (iii) next steps with respect to a negotiated resolution of the alleged violations. No legal proceedings have been instituted to date and we are involved in settlement discussions with the District Attorneys' offices. We continue to assess the allegations and the underlying facts, and at this time we are unable to predict the outcome of the investigation or reasonably estimate any possible loss.
Other
In addition to legal matters discussed above, we are involved in various other legal and regulatory proceedings ("Other Proceedings"(“Proceedings”) arising in the ordinary course of business. The Other Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, and additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9 – Commitments and Contingencies (continued)
Management believes these Other Proceedings taken together do not represent a material liability. In addition, to the extent any such proceedingsProceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
Note 10 –12 - Reportable Segments
We have identified two reportable segments which are:segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.
All revenues arewere from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters and nine months ended September 30, 2017March 31, 2023 or 2016.2022.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)
The following tables summarize our segment financial information for the quarters ended March 31, 2023 and nine months ended September 30, 2017 and 2016 (amounts in thousands):2022:
Quarter EndedSeptember 30, 2017 March 31, 2023 | | | Property Operations | | Home Sales and Rentals Operations | | Consolidated | |
(amounts in thousands) | | (amounts in thousands) | Property Operations | | Home Sales and Rentals Operations | | Consolidated |
Operations revenues | $ | 223,184 |
| | $ | 14,415 |
| | $ | 237,599 |
| Operations revenues | $ | 341,737 | | | $ | 24,036 | | | $ | 365,773 | |
Operations expenses | (110,431 | ) | | (13,528 | ) | | (123,959 | ) | Operations expenses | (165,023) | | | (20,143) | | | (185,166) | |
Income from segment operations | 112,753 |
| | 887 |
| | 113,640 |
| Income from segment operations | 176,714 | | | 3,893 | | | 180,607 | |
Interest income | 773 |
| | 1,042 |
| | 1,815 |
| Interest income | 1,566 | | | 514 | | | 2,080 | |
Depreciation on real estate assets and rental homes | (27,879 | ) | | (2,614 | ) | | (30,493 | ) | |
Amortization of in-place leases | (138 | ) | | — |
| | (138 | ) | |
Income (loss) from operations | $ | 85,509 |
| | $ | (685 | ) | | $ | 84,824 |
| |
Reconciliation to Consolidated net income: | | | | | | |
Depreciation and amortization | | Depreciation and amortization | (47,755) | | | (2,747) | | | (50,502) | |
Loss on sale of real estate and impairment, net | | Loss on sale of real estate and impairment, net | (2,632) | | | — | | | (2,632) | |
Income from operations | | Income from operations | $ | 127,893 | | | $ | 1,660 | | | $ | 129,553 | |
Reconciliation to consolidated net income: | | Reconciliation to consolidated net income: | | | | | |
Corporate interest income | | | | | 159 |
| Corporate interest income | | 8 | |
Income from other investments, net | | | | | 2,052 |
| Income from other investments, net | | 2,091 | |
General and administrative | | | | | (7,505 | ) | General and administrative | | (11,661) | |
Property rights initiatives and other | | | | | (324 | ) | |
Other expenses | | Other expenses | | (1,468) | |
Interest and related amortization | | | | | (25,027 | ) | Interest and related amortization | | (32,588) | |
Equity in income of unconsolidated joint ventures | | | | | 686 |
| Equity in income of unconsolidated joint ventures | | 524 | |
| Consolidated net income | | | | | $ | 54,865 |
| Consolidated net income | | $ | 86,459 | |
| | | | | | | |
Total assets | $ | 3,298,122 |
| | $ | 227,725 |
| | $ | 3,525,847 |
| Total assets | $ | 5,239,891 | | | $ | 279,422 | | | $ | 5,519,313 | |
Capital improvements | | Capital improvements | $ | 51,412 | | | $ | 45,043 | | | $ | 96,455 | |
Quarter Ended March 31, 2022
| | | | | | | | | | | | | | | | | |
(amounts in thousands) | Property Operations | | Home Sales and Rentals Operations | | Consolidated |
Operations revenues | $ | 325,426 | | | $ | 31,100 | | | $ | 356,526 | |
Operations expenses | (154,988) | | | (27,828) | | | (182,816) | |
Income from segment operations | 170,438 | | | 3,272 | | | 173,710 | |
Interest income | 1,377 | | | 380 | | | 1,757 | |
Depreciation and amortization | (46,877) | | | (2,517) | | | (49,394) | |
| | | | | |
Income from operations | $ | 124,938 | | | $ | 1,135 | | | $ | 126,073 | |
Reconciliation to consolidated net income: | | | | | |
Corporate interest income | | | | | 2 | |
Income from other investments, net | | | | | 1,904 | |
General and administrative (1) | | | | | (12,072) | |
Other expenses (1) | | | | | (1,048) | |
Interest and related amortization | | | | | (27,464) | |
Equity in income of unconsolidated joint ventures | | | | | 171 | |
Early debt retirement | | | | | (516) | |
Consolidated net income | | | | | $ | 87,050 | |
| | | | | |
Total assets | $ | 5,012,335 | | | $ | 252,470 | | | $ | 5,264,805 | |
Capital improvements | $ | 54,990 | | | $ | 28,657 | | | $ | 83,647 | |
______________________
(1)Prior period amounts have been reclassified to conform to the current period presentation.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1012 – Reportable Segments (continued)
Quarter EndedSeptember 30, 2016 |
| | | | | | | | | | | |
| 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 |
|
Nine Months EndedSeptember 30, 2017 |
| | | | | | | | | | | |
| Property Operations | | Home Sales and Rentals Operations | | Consolidated |
Operations revenues | $ | 648,766 |
| | $ | 37,100 |
| | $ | 685,866 |
|
Operations expenses | (310,337 | ) | | (33,604 | ) | | (343,941 | ) |
Income from segment operations | 338,429 |
| | 3,496 |
| | 341,925 |
|
Interest income | 2,256 |
| | 3,122 |
| | 5,378 |
|
Depreciation on real estate assets and rental homes | (82,939 | ) | | (7,910 | ) | | (90,849 | ) |
Amortization of in-place leases | (2,128 | ) | | — |
| | (2,128 | ) |
Income (loss) from operations | $ | 255,618 |
| | $ | (1,292 | ) | | $ | 254,326 |
|
Reconciliation to Consolidated net income: | | | | | |
Corporate interest income | | | | | 164 |
|
Income from other investments, net | | | | | 3,918 |
|
General and administrative | | | | | (23,339 | ) |
Property rights initiatives and other | | | | | (814 | ) |
Interest and related amortization | | | | | (74,728 | ) |
Equity in income of unconsolidated joint ventures | | | | | 2,876 |
|
Consolidated net income | | | | | $ | 162,403 |
|
| | | | | |
Total assets | $ | 3,298,122 |
| | $ | 227,725 |
| | $ | 3,525,847 |
|
Capital improvements | $ | 52,040 |
| | $ | 35,837 |
| | $ | 87,877 |
|
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Reportable Segments (continued)
Nine Months Ended September 30, 2016
|
| | | | | | | | | | | |
| 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 |
|
The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, 2023 and nine months ended September 30, 2017 and 2016 (amounts in thousands): 2022:
| | | | | | | | | | | | | | | |
| Quarters Ended March 31, | | |
(amounts in thousands) | 2023 | | 2022 | | | | |
Revenues: | | | | | | | |
Rental income | $ | 292,579 | | | $ | 281,104 | | | | | |
Annual membership subscriptions | 15,970 | | | 15,157 | | | | | |
Membership upgrade sales current period, gross | 7,975 | | | 7,151 | | | | | |
Membership upgrade sales upfront payments, deferred, net | (4,470) | | | (4,084) | | | | | |
Other income | 17,714 | | | 13,542 | | | | | |
Gross revenues from ancillary services | 11,969 | | | 12,556 | | | | | |
Total property operations revenues | 341,737 | | | 325,426 | | | | | |
Expenses: | | | | | | | |
Property operating and maintenance | 111,524 | | | 102,590 | | | | | |
Real estate taxes | 18,316 | | | 19,457 | | | | | |
Sales and marketing, gross | 5,517 | | | 4,914 | | | | | |
Membership sales commissions, deferred, net | (679) | | | (583) | | | | | |
Cost of ancillary services | 5,297 | | | 5,721 | | | | | |
Ancillary operating expenses | 5,584 | | | 5,018 | | | | | |
Property management | 19,464 | | | 17,871 | | | | | |
Total property operations expenses | 165,023 | | | 154,988 | | | | | |
Income from property operations segment | $ | 176,714 | | | $ | 170,438 | | | | | |
|
| | | | | | | | | | | | | | | |
| Quarters Ended | | Nine Months Ended |
| September 30, 2017 | | September 30, 2016 | | September 30, 2017 | | September 30, 2016 |
Revenues: | | | | | | | |
Community base rental income | $ | 123,177 |
| | $ | 117,164 |
| | $ | 365,833 |
| | $ | 346,625 |
|
Resort base rental income | 58,471 |
| | 54,486 |
| | 169,594 |
| | 154,652 |
|
Right-to-use annual payments | 11,531 |
| | 11,349 |
| | 34,133 |
| | 33,590 |
|
Right-to-use contracts current period, gross | 4,208 |
| | 3,672 |
| | 11,212 |
| | 9,290 |
|
Right-to-use contract upfront payments, deferred, net | (1,670 | ) | | (1,327 | ) | | (3,766 | ) | | (2,427 | ) |
Utility and other income | 26,295 |
| | 21,174 |
| | 69,071 |
| | 61,490 |
|
Ancillary services revenues, net | 1,172 |
| | 644 |
| | 2,689 |
| | 1,852 |
|
Total property operations revenues | 223,184 |
| | 207,162 |
| | 648,766 |
| | 605,072 |
|
Expenses: | | | | | | | |
Property operating and maintenance | 80,164 |
| | 73,410 |
| | 221,119 |
| | 203,011 |
|
Real estate taxes | 14,006 |
| | 13,467 |
| | 41,986 |
| | 39,534 |
|
Sales and marketing, gross | 3,277 |
| | 3,100 |
| | 8,861 |
| | 8,524 |
|
Right-to-use contract commissions, deferred, net | (176 | ) | | (200 | ) | | (372 | ) | | (212 | ) |
Property management | 13,160 |
| | 11,863 |
| | 38,743 |
| | 35,670 |
|
Total property operations expenses | 110,431 |
| | 101,640 |
| | 310,337 |
| | 286,527 |
|
Income from property operations segment | $ | 112,753 |
| | $ | 105,522 |
| | $ | 338,429 |
| | $ | 318,545 |
|
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Reportable Segments (continued)
The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters ended March 31, 2023 and nine months ended September 30, 2017 and 2016 (amounts in thousands):2022:
| | | | | | | | | | | | Quarters Ended March 31, | |
| Quarters Ended | | Nine Months Ended | |
| September 30, 2017 | | September 30, 2016 | | September 30, 2017 | | September 30, 2016 | |
(amounts in thousands) | | (amounts in thousands) | 2023 | | 2022 | |
Revenues: | | | | | | | | Revenues: | | | | |
Gross revenue from home sales | $ | 10,012 |
| | $ | 10,895 |
| | $ | 24,872 |
| | $ | 28,239 |
| |
Brokered resale revenues, net | 337 |
| | 276 |
| | 925 |
| | 884 |
| |
Rental home income (a) | 3,592 |
| | 3,484 |
| | 10,829 |
| | 10,572 |
| |
Ancillary services revenues, net | 474 |
| | — |
| | 474 |
| | — |
| |
Rental income (a) | | Rental income (a) | $ | 3,872 | | | $ | 3,961 | | |
Gross revenue from home sales and brokered resales | | Gross revenue from home sales and brokered resales | 20,164 | | | 27,139 | | |
Total revenues | 14,415 |
| | 14,655 |
| | 37,100 |
| | 39,695 |
| Total revenues | 24,036 | | | 31,100 | | |
Expenses: | | | | | | | | Expenses: | | | | |
Cost of home sales | 10,377 |
| | 10,745 |
| | 25,391 |
| | 28,507 |
| |
Rental home operating and maintenance | | Rental home operating and maintenance | 959 | | | 1,402 | | |
Cost of home sales and brokered resales | | Cost of home sales and brokered resales | 17,844 | | | 24,963 | | |
Home selling expenses | 1,447 |
| | 909 |
| | 3,301 |
| | 2,548 |
| Home selling expenses | 1,340 | | | 1,463 | | |
Rental home operating and maintenance | 1,704 |
| | 1,768 |
| | 4,912 |
| | 4,874 |
| |
Total expenses | 13,528 |
| | 13,422 |
| | 33,604 |
| | 35,929 |
| Total expenses | 20,143 | | | 27,828 | | |
Income from home sales and rentals operations segment | $ | 887 |
| | $ | 1,233 |
| | $ | 3,496 |
| | $ | 3,766 |
| Income from home sales and rentals operations segment | $ | 3,893 | | | $ | 3,272 | | |
______________________
| |
(a)
| Segment information does not include Site rental income included in Community base rental income. |
(a)Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.
Note 11 - Subsequent Events
During October 2017, we sold 336,290 shares of common stock as part of the ATM equity offering program at a weighted average price of $85.13, resulting in net cash proceeds of $28.3 million. Our Board of Directors has approved a new ATM equity offering program having an aggregate offering price of up to $200.0 million.
On October 16 2017, we entered into a $204 million secured facility with Fannie Mae, maturing in 2037 and bearing a 3.97% fixed interest rate. The loan is secured by five manufactured home communities. We used the proceeds to pay, in full, $194.2 million of loans that would have matured in 2018. We incurred approximately $2.2 million in prepayment penalties associated with the debt repayment.
On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the terms of the obligations owed by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014 pursuant to which we have access to a $400 million unsecured line of credit (the “LOC”) and the $200 million senior unsecured term loan facility (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six month increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55% and requires an annual facility fee of 0.15% to 0.35%.
We also extended the term of our Term Loan. The Term Loan now matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% to 1.90% per annum. For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms. We incurred commitment and arrangement fees of approximately $3.6 million to enter into the Second Amended and Restated Credit Agreement.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statementsconsolidated financial statements and related Notesaccompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2016, and with the2022 (“2022 Form 10-K”), as well as information under the heading "Management'sin Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations in our Annual Report on2022 Form 10-K for the year ended December 31, 2016.10-K.
Overview and Outlook
We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner and operator of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily ofwithin manufactured home ("MH"(“MH”) and recreational vehicle (“RV”) communities and recreational vehicle ("RV") resorts and campgrounds.marinas. As of September 30, 2017,March 31, 2023, we owned or had an ownership interest in a portfolio of 404450 Properties located throughout the United States and Canada containing 149,448 Sites.171,477 individual developed areas (“Sites”). These propertiesProperties are located in 3235 states and British Columbia, with more than 90110 Properties with lake, river or ocean frontage and more than 100120 Properties within 10 miles of the coastal United States.
We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering an exceptional experience to our residents and guests that results in delivery of value to stockholders. Our business model is intended to provide an opportunity for increased cash flows and appreciation in value. We seek growth in earnings, Funds from Operations (“FFO”), Normalized Funds from Operations (“Normalized FFO”) and cash flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining high quality customers to our Properties, who take pride in our Properties and in their homes, and efficiently managing our Properties by increasing occupancy, maintaining competitive market rents and controlling expenses. We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.
We believe the demand from baby boomers for MH and RV communities will continue to be strong over the long term. It is estimated that approximately 10,000 baby boomers are turning 65 daily through 2030. In addition, the population age 55 and older is expected to grow 17% within the next 15 years. These individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities or retirement retreats. We expect it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes. We also believe the Millennial and Generation Z demographic will contribute to our future long-term customer pipeline. After conducting a comprehensive study of RV ownership, according to the Recreational Vehicle Industry Association (“RVIA”), data suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or Millennials and Generation Z, over the coming years. We believe the demand from baby boomers and these younger generations will continue to outpace supply for MH and RV communities. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been limited new communities developed in our target geographic markets.
We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, (also referred toalso known as membership products)subscriptions, which provide our customersthem access to specific Properties for limited stays. Our MH community Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and annual RV resortmarina Sites are leased on an annual basis.basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina Sites are leased to customers on a short-term basis. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer'scustomer’s vacation and travel preferences. Sites designated as right-to-use Sites are primarily utilized to service the approximately 106,900We also generate revenue from customers who have entered into right-to-use contracts (otherwise referred to as "memberships") and who pay annual membership dues.
We alsorenting our marina dry storage. Additionally, we have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures inon the Consolidated Statements of Income and Comprehensive Income. During the quarter, we contributed approximately $30.0 million to acquire a 49% interest in Florida Atlantic Holding, LLC ("Loggerhead"). Loggerhead owns a portfolio of 11 marinas located in Florida.
Management's Discussion and Analysis (continued)
The following table shows the breakdown of our Sites by type are as follows (amounts are approximate):
|
| | | | | | | |
| | Total Sites as of September 30, 2017March 31, 2023 |
CommunityMH Sites | 71,100 | 72,700 | |
ResortRV Sites: | | |
Annual | 26,600 | 34,900 | |
Seasonal | 11,200 | 12,500 | |
Transient | 10,500 | 15,000 | |
Marina Slips | | 6,900 | |
Right-to-useMembership (1)
| 24,100 | 25,800 | |
Joint Ventures (2) | 5,900 | 3,600 | |
Total | 149,400 | 171,400 | |
_________________________
| |
(1)
| Includes approximately 5,700 Sites rented on an annual basis. |
| |
(2)
| Joint ventures have approximately 2,700 annual Sites, 400 seasonal Sites, and 500 transient Sites and includes approximately 2,300 marina slips. |
(1)Primarily utilized to service approximately 127,700 members. Includes approximately 6,300 Sites rented on an annual basis.
(2)Includes approximately 2,000 annual Sites and 1,600 transient Sites.
In our Home Sales and RentalRentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing Site Setmanufactured homes and cottages that are located in Properties owned and managed by us. We continue to focus on our rental operations, as we believe renting our vacant new homes may representrepresents an attractive source of occupancy and thean opportunity to convert the renter to a new homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the "ECHO JV"). We provideAdditionally, home sale brokerage services are offered to our residents of our Properties who movemay choose to sell their homes rather than relocate them when moving from a Property but do not relocate their home. In addition,Property. At certain Properties, we operate ancillary activities at certain Properties,facilities, such as golf courses, pro shops, stores and restaurants.
In the manufactured housing industry, options for home financing, also known as chattel financing, options are limited. FinancingChattel financing options available today include community owner fundedowner-funded programs or third partythird-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third partyThird-party lender programs have stringent underwriting criteria, sizable down payment requirements, short term loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homeshomebuyers at our Properties.
Management's Discussion (continued)
We invest in Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on increasing operating cash flows. We seek growth in earnings, funds from operations ("FFO") and cash flows by enhancing the profitability and operation of our Properties and investments. We seek to accomplish this by attracting high quality customers to our Properties and retaining these customers who take pride in the Property and in their homes and efficiently managing our Properties to increase operating margins by increasing occupancy, maintaining competitive market rents and controlling expenses.
We actively seek to acquire and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties, which may include contracts outstanding to acquire such properties that are subject to the satisfactory completion of our due diligence review.
In addition to Netnet income computed in accordance with GAAP,U.S. Generally Accepted Accounting Principles (“GAAP”), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized funds from operations ("NFFO"),FFO, (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for propertiesProperties owned and operated in both periods under comparison), and (vi) Income from rental operations, net of depreciation. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.
Results Overview
NetFor the quarter ended March 31, 2023, net income available for Common Stockholders increased $7.5decreased $0.5 million to $48.5 million for the quarter ended September 30, 2017, compared to $41.0 million for the quarter ended September 30, 2016. Net income available for Common Stockholders increased $17.8 million, to $144.9 million for the nine months ended September 30, 2017, compared to $127.1 million for the nine months ended September 30, 2016.
For the quarter ended September 30, 2017, Funds from Operations (“FFO”) available for Common Stock and OP Unit holders increased $7.4$82.4 million, or $0.07$0.44 per Common Share, to $84.3 million or $0.90 perfully diluted Common Share, compared to $76.9$82.9 million, or $0.83$0.45 per fully diluted Common Share, for the same period in 2016. 2022. Net income available for Common Stockholders for the quarter ended March 31, 2023 includes an impairment charge of approximately $2.6 million related to flooding events at certain Properties in California.
For the nine monthsquarter ended September 30, 2017,March 31, 2023, FFO available for Common Stock and Operating Partnership unit (“OP UnitUnit”) holders increased $21.9$3.2 million, or $0.22$0.02 per fully diluted Common Share, to $252.3$144.1 million, or $2.71$0.74 per fully diluted Common Share, compared to $230.4$140.9 million, or $2.49$0.72 per fully diluted Common Share, for the same period in 2016.2022.
For the quarter ended September 30, 2017, Normalized Funds from Operations (“Normalized FFO”) available for Common Stock and OP Unit holders increased $7.9 million, or $0.08 per Common Share, to $85.1 million, or $0.91 per Common Share, compared to $77.2 million, or $0.83 per Common Share, for the same period in 2016. For the nine months ended September 30, 2017,March 31, 2023, Normalized FFO available for Common Stock and OP Unit holders increased $22.1$2.9 million, or $0.22$0.02 per fully diluted Common Share, to $253.4$144.3 million, or $2.72$0.74 per fully diluted Common Share, compared to $231.3$141.4 million, or $2.50$0.72 per fully diluted Common Share, for the same period in 2016.2022.
For the quarter ended September 30, 2017March 31, 2023, our Core Portfolio property operating revenues, in our Core Portfolio, excluding deferrals, were up 7.0%increased 6.4% and property operating expenses, in our Core Portfolio, excluding deferrals and property management, were up 6.8%increased 7.4%, from the quarter ended September 30, 2016,same period in 2022, resulting in an increase in our income from property operations, excluding deferrals and property management, of 7.2%5.7%, from the quarter ended September 30, 2016. For the nine months ended September 30, 2017 property operating revenues in our Core Portfolio, excluding deferrals, were up 5.6% and property operating expenses in our Core Portfolio, excluding deferrals and property management, were up 6.2% from the nine months ended September 30, 2016, resulting in an increase in our income from property operations excluding deferrals and property management of 5.2%, from the nine months ended September 30, 2016.
During the quarter ended September 30, 2017, Hurricane Irma made landfall in the state of Florida. Our properties were affected by flooding, wind, wind-blown debris, fallen trees and tree branches. Overall, homes in our communities held up well with most of the structural damage limited to carports, screen rooms and awnings. Structural damage to common areas was also limited. Our Florida mainland properties resumed normal operations shortly after Hurricane Irma. Two RV resorts in the Florida Keys will reopen as utility services are restored. We are in the process of estimating the financial impact of the storm on our properties and we believe we have adequate insurance, subject to deductibles, including business interruption coverage. During the quarter ended September 30, 2017, we recorded expense of $3.7 million related to property damage and restoration work that had been reasonably estimated and/or completed to date. In addition we recorded revenue of $3.5 million relatedcompared to the expected insurance recovery from this loss.
same period in 2022.
Management's Discussion and Analysis (continued)
We continue to focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio. Our Core Portfolio average occupancy consists of occupied home sitesincludes both homeowners and renters in our MH communities (both homeowners and renters) and was 94.3%94.9%, 95.1% and 95.0% for the quarters ended March 31, 2023, December 31, 2022 and March 31, 2022, respectively. For the quarter ended September 30, 2017, compared to 94.2% for the quarter ended June 30, 2017 and 93.5% for the quarter ended September 30, 2016. During the quarter ended September 30, 2017, we increased occupancy of manufactured homes withinMarch 31, 2023, our Core Portfolio occupancy decreased by 9579 sites, withwhich included an increase in homeowner occupancy of 26730 sites and a decrease in rental occupancy of 109 compared to occupancy asDecember 31, 2022. While we continue to focus on increasing the number of June 30, 2017. By comparison, as of September 30, 2016,manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes represents an attractive source of occupancy increased 176 sites withand an increaseopportunity to potentially convert the renter to a new homebuyer in homeowner occupancy of 248 sites compared to occupancy at June 30, 2016.
the future. We continue to experience growthexpect there to be fluctuations in revenuesthe sources of occupancy depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. As of March 31, 2023, we had 2,702 occupied rental homes in our Core MH communities.
RV and marina base rental income in our Core Portfolio increased 5.5% for the quarter ended March 31, 2023, compared to the same period in 2022 driven by annual and seasonal rental income. Core RV and marina base rental income from annuals represents more than 60% of total Core RV and marina base rental income and increased 8.4% for the quarter ended March 31, 2023, compared to the same period in 2022 due to an 8.0% increase in rate and 0.4% increase in occupancy. Core seasonal RV and marina base rental income increased 11.9% for the quarter ended March 31, 2023, compared to the same period in 2022. Core transient RV and marina base rental income decreased by $2.4 million, or 14.9% for the quarter ended March 31, 2023, compared to the same period in 2022. Across the portfolio we have fewer sites available for transient stays and we experienced operating disruptions in California as a result of our ability to increase rental rates and occupancy. RV revenues in our Core Portfolio forflooding events during the quarter ended September 30, 2017 were 5.8% higher than the quarter ended September 30, 2016. Annual, seasonal and transient revenues for the quarter ended September 30, 2017 increased 6.0%, 18.7% and 2.7%, respectively, from the quarter ended September 30, 2016. RV revenues in our Core Portfolio for the nine months ended September 30, 2017 were 5.4% higher than the nine months ended September 30, 2016. Annual, seasonal and transient revenues for the nine months ended September 30, 2017 increased 5.5%, 6.2% and 4.7%, respectively, from the nine months ended September 30, 2016.March 31, 2023.
We continue to offer the Thousand Trails Camping Pass (“TTC”) and as a customer acquisition tool we have relationships with a network of RV dealers to provide them with a free one-year TTC membership to give to their customers in connection with the purchase of an RV. During the quarter ended September 30, 2017 online TTC sales increased 52% from the quarter ended September 30, 2016. During the quarter ended September 30, 2017 we sold approximately 4,400 TTCs and activated approximately 4,900 RV dealer TTCs. For the nine months ended September 30, 2017 we sold approximately 11,700 TTCs and activated approximately 14,100 RV dealer TTCs.
We continue to build on our successful multi-channel marketing campaigns, incorporating social media and advanced marketing analytics. The demand for our product offerings is high as seen by web traffic, call center traffic, reservations and sales. We have now completed our summer marketing campaign. We focused on the 100 days of camping between Memorial Day and Labor Day and ran a social media promotion, which had a social media reach of 5.1 million as we encouraged customers to post pictures of themselves enjoying our properties. For the same period in 2016, our summer social media campaign reach was 3.7 million.
We see high demandDemand for our homes and communities.communities remains strong as evidenced by factors including our high occupancy levels. We closed 173176 new home sales in the quarter ended September 30, 2017 compared to 207 during the quarter ended September 30, 2016 and 413March 31, 2023, compared to 261 new home sales in the nine months ended September 30, 2017 compared to 508 during the nine monthsquarter ended September 30, 2016.March 31, 2022, a decrease of 32.6%. The new home sales during the quarter and nine months ended September 30, 2017March 31, 2023 were primarily in ourthe Florida and Colorado communities.
As of September 30, 2017, we had 4,502 occupied rental homes in our MH communities. For the quarters ended September 30, 2017 and 2016, home rental program net operating income was approximately $7.9 million, net of rental asset depreciation expense of approximately $2.6 million for the quarter ended September 30, 2017 and $2.7 million for the quarter ended September 30, 2016. Approximately $8.7 million and $8.9 million of home rental operations revenue was included in community base rental income for the quarters ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, home rental program net operating income was approximately $24.3 million and $24.6 million, respectively, net of rental asset depreciation expense of approximately $7.9 million for the nine months ended September 30, 2017 and $8.0 million for the nine months ended September 30, 2016. Approximately $26.3 million and $27.0 million of home rental operations revenue was included in community base rental income for the nine months ended September 30, 2017 and nine months ended September 30, 2016, respectively.market.
Our gross investment in real estate has increased approximately $70.3$84.7 million to $4,755.6$7,454.3 million as of September 30, 2017March 31, 2023 from $4,685.3$7,369.6 million as of December 31, 20162022, primarily due to thecapital improvements and an acquisition of Paradise Park Largo during the second quarter of 2017 and increased capital expenditures.ended March 31, 2023.
The following chart lists both the Properties acquired or invested insold from January 1, 20162022 through September 30, 2017, which represents our Non-Core Portfolio;March 31, 2023 and Sites added through expansion opportunities at our existing Properties.
Management's Discussion (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Type of Property | | Transaction Date | | Sites(a) |
| | | | | | | | |
Total Sites as of January 1, 20162022 (1) | | | | | | | | 143,938 | 169,300 |
Acquisitions:Acquisition Properties: | | | | | | | | |
Rose BayBlue Mesa Recreational Ranch | | Port Orange, FloridaGunnison, Colorado | | RVMembership | | January 27, 2016February 18, 2022 | | 303 | 385 |
Portland FairviewPilot Knob RV Resort | | Fairview, OregonWinterhaven, California | | RV | | May 26, 2016February 18, 2022 | | 407 | 247 |
Forest Lake EstatesHoliday Trav-L-Park Resort | | Zephryhills, FloridaEmerald Isle, North Carolina | | RV MH | | June 15, 20162022 | | 1,168 | 299 |
RiversideOceanside RV Resort | | Arcadia, FloridaOceanside, California | | RV | | October 13, 2016June 16, 2022 | | 499 | 139 |
Paradise Park LargoHiawasee KOA JV | | Largo, FloridaHiawassee, Georgia | | MHUnconsolidated JV | | MayNovember 10, 20172022 | | 108 | 283 |
Joint Venture:Whippoorwill Campground | | Marmora, New Jersey | | RV | | December 20, 2022 | | 288 |
CrosswindsRed Oak Shores Campground | | St. Petersburg, FloridaOcean View, New Jersey | | MHRV | | June 15, 2017March 28, 2023 | | 376 | 223 |
Loggerhead | | Multiple, Florida | | Marina | | August 8, 2017 | | 2,343 |
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Expansion Site Development and other:Development: | | | | | | | | |
Net Sites added (reconfigured) in 20162022 | | | | | | | | 295 | 1,034 |
Net Sites added (reconfigured) in 20172023 | | | | | | | | 11 | 6 |
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Ground Lease Termination: | | | | | | | | |
Westwinds | | San Jose, California | | MH | | August 31, 2022 | | (723) |
| | | | | | | | |
Total Sites as of September 30, 2017March 31, 2023 (1) | | | | | | | | 149,448 |
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| | | | | | | | 171,400 |
| |
(a) | Loggerhead sites represent slip count. |
______________________
(1) Sites are approximate.
Non-GAAP Financial Measures
Management’s discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in management’s view of the business are meaningful as they allow investors the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These Non-GAAP financial measures as determined and
Management's Discussion and Analysis (continued)
presented by us may not be comparable to similarly titled measures reported by other companies, and include income from property operations and Core Portfolio, FFO, Normalized FFO and income from rental operations, net of depreciation.
We believe investors should review Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. A discussion of Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, and a reconciliation to net income, are included below.
Income from Property Operations and Core Portfolio
We use Incomeincome from property operations, and Incomeincome from property operations, excluding deferrals and property management, and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our manufactured home and RV communities.Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility income and right-to-useother income less property and rental home operating and maintenance expenses, real estate tax,taxes, sales and marketing expenses and property management expenses. Income from property operations, excluding deferrals and property management, represents income from property operations excluding property management expenses and the impact of the GAAP deferraldeferrals of right-to-use contractmembership upgrade sales upfront payments and relatedmembership sales commissions, net. For comparative purposes, we present bad debt expense within Property operating and maintenance in the current and prior periods.
Our Core Portfolio consists of our Properties owned and operated since December 31, 2015.during all of 2022 and 2023. Core Portfolio income from property operations, excluding deferrals and property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio (or Acquisitions) includes all Properties that were not owned and operated during 2016all of 2022 and 2017.2023. This includes, but is not limited to, four RV communities and one membership RV community acquired during 2022 and one RV community acquired during 2023. The Non-Core Properties also include Fish Tale Marina, Fort Myers Beach, Gulf Air, Palm Harbour Marina, Pine Island and Ramblers Rest.
Funds from Operations ("FFO")FFO and Normalized Funds from Operations ("NFFO")FFO
We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of properties, plus real estate related depreciation and amortization impairments, if any,related to real estate, impairment charges and after adjustments forto reflect our share of FFO of unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We receive up-front non-refundable upfront payments from the entry of right-to-usemembership upgrade contracts. In accordance with GAAP, the non-refundable upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life.membership upgrade contract term. Although the NAREIT definition of FFO does not address the treatment of non-refundable right-to-useupfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We define NFFONormalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b)items, such as gains and losses from early debt extinguishment, including prepayment penalties, defeasance costs and defeasance costs; c) property acquisitiontransaction/pursuit costs, and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items. NFFONormalized FFO presented herein is not necessarily comparable to NFFONormalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization, impairments, if any, and actual or estimated gains or losses from sales of properties, depreciation and amortization related to real estate all ofand impairment charges, which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on
Management's Discussion (continued)
a consistent basis without having to account for differences not related to our normal operations. For example, we believe that excluding the early extinguishment of debt property acquisition and other transaction costs related to mergers and acquisitionsmiscellaneous non-comparable items from NFFOFFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and NFFONormalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Management's Discussion and Analysis (continued)
Income from Rental Operations, Net of Depreciation
We use Incomeincome from rental operations, net of depreciation as an alternative measure to evaluate the operating results of our home rental program. Income from rental operations, net of depreciation represents income from rental operations less depreciation expense on rental homes. We believe this measure is meaningful for investors as it provides a complete picture of the home rental program operating results including the impact of depreciation which affects our home rental program investment decisions.
Our definitions and calculations of these non-GAAPNon-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These non-GAAPNon-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flowflows from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
The following table reconciles Netnet income available for Common Stockholders to Incomeincome from property operations for the quarters ended March 31, 2023 and nine months2022:
| | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, | | |
(amounts in thousands) | | 2023 | | 2022 | | | | |
Computation of Income from Property Operations: | | | | | | | | |
Net income available for Common Stockholders | | $ | 82,371 | | | $ | 82,906 | | | | | |
| | | | | | | | |
Income allocated to non-controlling interests – Common OP Units | | 4,088 | | | 4,144 | | | | | |
Equity in income of unconsolidated joint ventures | | (524) | | | (171) | | | | | |
Income before equity in income of unconsolidated joint ventures | | 85,935 | | | 86,879 | | | | | |
Loss on sale of real estate and impairment, net(1) | | 2,632 | | | — | | | | | |
Total other expenses, net | | 92,040 | | | 86,831 | | | | | |
Gain from home sales operations and other | | (2,068) | | | (2,530) | | | | | |
Income from property operations | | $ | 178,539 | | | $ | 171,180 | | | | | |
_____________________
(1)During the quarter ended September 30, 2017 and September 30, 2016 (amountsMarch 31, 2023, we recorded an impairment charge of approximately $2.6 million related to flooding events at certain Properties in thousands):California.
|
| | | | | | | | | | | | | | | | |
| | Quarters ended September 30, | | Nine Months Ended September 30, |
| | 2017 | | 2016 | | 2017 | | 2016 |
Computation of Income from Property Operations: | | | | | | | | |
Net income available for Common Stockholders | | $ | 48,525 |
| | $ | 40,998 |
| | $ | 144,911 |
| | $ | 127,071 |
|
Perpetual preferred stock dividends and original issuance costs | | 3,054 |
| | 2,297 |
| | 7,667 |
| | 6,910 |
|
Income allocated to non-controlling interests - Common OP Units | | 3,286 |
| | 3,462 |
| | 9,825 |
| | 10,770 |
|
Equity in income of unconsolidated joint ventures | | (686 | ) | | (496 | ) | | (2,876 | ) | | (2,142 | ) |
Income before equity in income of unconsolidated joint ventures | | 54,179 |
| | 46,261 |
| | 159,527 |
| | 142,609 |
|
Total other expenses, net | | 59,461 |
| | 60,494 |
| | 182,398 |
| | 179,702 |
|
Income/(loss) from home sales operations and other | | (171 | ) | | (161 | ) | | (268 | ) | | 80 |
|
Income from property operations | | $ | 113,469 |
| | $ | 106,594 |
| | $ | 341,657 |
| | $ | 322,391 |
|
Management's Discussion and Analysis (continued)
The following table presents a calculation of FFO available for Common Stock and OP Unit holdersUnitholders and Normalized FFO available for Common Stock and OP Unit holdersUnitholders for the quarters ended March 31, 2023 and nine months ended September 30, 20172022:
| | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, | | |
(amounts in thousands) | | 2023 | | 2022 | | | | |
Computation of FFO and Normalized FFO: | | | | | | | | |
Net income available for Common Stockholders | | $ | 82,371 | | | $ | 82,906 | | | | | |
Income allocated to non-controlling interests – Common OP Units | | 4,088 | | | 4,144 | | | | | |
Membership upgrade sales upfront payments, deferred, net | | 4,470 | | | 4,084 | | | | | |
Membership sales commissions, deferred, net | | (679) | | | (583) | | | | | |
Depreciation and amortization | | 50,502 | | | 49,394 | | | | | |
Depreciation on unconsolidated joint ventures | | 1,135 | | | 941 | | | | | |
Gain on unconsolidated joint ventures | | (416) | | | — | | | | | |
Loss on sale of real estate and impairment, net | | 2,632 | | | — | | | | | |
FFO available for Common Stock and OP Unit holders | | 144,103 | | | 140,886 | | | | | |
Early debt retirement | | — | | | 516 | | | | | |
Transaction/pursuit costs (1) | | 116 | | | — | | | | | |
Lease termination expenses (2) | | 90 | | | — | | | | | |
Normalized FFO available for Common Stock and OP Unit holders | | $ | 144,309 | | | $ | 141,402 | | | | | |
Weighted average Common Shares outstanding – Fully Diluted | | 195,369 | | | 195,246 | | | | | |
_____________________
(1)Represents transaction/pursuit costs related to unconsummated acquisitions included in Other expenses in the Consolidated Statements of Income.
(2) Represents non-operating expenses associated with the Westwinds ground leases that terminated on August 31, 2022 and September 30, 2016 (amountsis included in thousands):General and
Administrative expenses in the Consolidated Statement of Income.
|
| | | | | | | | | | | | | | | | |
| | Quarters ended September 30, | | Nine Months Ended September 30, |
| | 2017 | | 2016 | | 2017 | | 2016 |
Computation of FFO and Normalized FFO: | | | | | | | | |
Net income available for Common Stockholders | | $ | 48,525 |
| | $ | 40,998 |
| | $ | 144,911 |
| | $ | 127,071 |
|
Income allocated to common OP units | | 3,286 |
| | 3,462 |
| | 9,825 |
| | 10,770 |
|
Right-to-use contract upfront payments, deferred, net | | 1,670 |
| | 1,327 |
| | 3,766 |
| | 2,427 |
|
Right-to-use contract commissions, deferred, net | | (176 | ) | | (200 | ) | | (372 | ) | | (212 | ) |
Depreciation on real estate assets | | 27,879 |
| | 26,847 |
| | 82,939 |
| | 79,218 |
|
Depreciation on rental homes | | 2,614 |
| | 2,671 |
| | 7,910 |
| | 7,985 |
|
Amortization of in-place leases | | 138 |
| | 1,376 |
| | 2,128 |
| | 2,139 |
|
Depreciation on unconsolidated joint ventures | | 360 |
| | 373 |
| | 1,171 |
| | 968 |
|
FFO available for Common Stock and OP Unit holders | | 84,296 |
| | 76,854 |
| | 252,278 |
| | 230,366 |
|
Transaction costs | | — |
| | 327 |
| | 324 |
| | 925 |
|
Preferred stock original issuance costs | | 757 |
| | — |
| | 757 |
| | — |
|
Normalized FFO available for Common Stock and OP Unit holders | | $ | 85,053 |
| | $ | 77,181 |
| | $ | 253,359 |
| | $ | 231,291 |
|
Weighted average Common Shares outstanding – fully diluted | | 93,324 |
| | 92,910 |
| | 93,135 |
| | 92,405 |
|
Management's Discussion and Analysis (continued)
Results of Operations
This section discusses the comparison of our results of operations for the quarters ended March 31, 2023 and March 31, 2022 and our operating activities, investing activities and financing activities for the quarters ended March 31, 2023 and March 31, 2022. For the comparison of our results of operations for the quarters ended March 31, 2022 and March 31, 2021 and discussion of our operating activities, investing activities and financing activities for the quarters ended March 31, 2022 and March 31, 2021, refer to Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the SEC on April 27, 2022.
Comparison of the Quarter Ended September 30, 2017quarter ended March 31, 2023 to the Quarter Ended September 30, 2016quarter ended March 31, 2022
Income from Property Operations
The following table summarizes certain financial and statistical data for theour Core Portfolio and the total portfolio for the quarters endedSeptember 30, 2017 March 31, 2023 and 2016 (amounts in thousands). The Core PortfolioMarch 31, 2022:
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| Core Portfolio | | Total Portfolio | |
| Quarters Ended March 31, | | Quarters Ended March 31, | |
(amounts in thousands) | 2023 | | 2022 | | Variance | | % Change | | 2023 | | 2022 | | Variance | | % Change | |
MH base rental income (1) | $ | 164,404 | | | $ | 154,436 | | | $ | 9,968 | | | 6.5 | % | | $ | 164,553 | | | $ | 157,336 | | | $ | 7,217 | | | 4.6 | % | |
Rental home income (1) | 3,861 | | | 3,954 | | | (93) | | | (2.4) | % | | 3,872 | | | 3,961 | | | (89) | | | (2.2) | % | |
RV and marina base rental income (1) | 108,403 | | | 102,737 | | | 5,666 | | | 5.5 | % | | 111,592 | | | 108,764 | | | 2,828 | | | 2.6 | % | |
Annual membership subscriptions | 15,780 | | | 15,075 | | | 705 | | | 4.7 | % | | 15,970 | | | 15,157 | | | 813 | | | 5.4 | % | |
Membership upgrades sales current period, gross | 7,982 | | | 7,019 | | | 963 | | | 13.7 | % | | 7,975 | | | 7,151 | | | 824 | | | 11.5 | % | |
Utility and other income (1) | 29,483 | | | 26,957 | | | 2,526 | | | 9.4 | % | | 35,331 | | | 30,044 | | | 5,287 | | | 17.6 | % | |
Property operating revenues, excluding deferrals | 329,913 | | | 310,178 | | | 19,735 | | | 6.4 | % | | 339,293 | | | 322,413 | | | 16,880 | | | 5.2 | % | |
| | | | | | | | | | | | | | | | |
Property operating and maintenance (1)(2) | 110,015 | | | 100,686 | | | 9,329 | | | 9.3 | % | | 112,707 | | | 104,088 | | | 8,619 | | | 8.3 | % | |
Real estate taxes | 17,659 | | | 17,975 | | | (316) | | | (1.8) | % | | 18,316 | | | 19,457 | | | (1,141) | | | (5.9) | % | |
Rental home operating and maintenance | 959 | | | 1,392 | | | (433) | | | (31.1) | % | | 959 | | | 1,402 | | | (443) | | | (31.6) | % | |
Sales and marketing, gross | 5,521 | | | 4,872 | | | 649 | | | 13.3 | % | | 5,517 | | | 4,914 | | | 603 | | | 12.3 | % | |
Property operating expenses, excluding deferrals and property management | 134,154 | | | 124,925 | | | 9,229 | | | 7.4 | % | | 137,499 | | | 129,861 | | | 7,638 | | | 5.9 | % | |
Income from property operations, excluding deferrals and property management (3) | 195,759 | | | 185,253 | | | 10,506 | | | 5.7 | % | | 201,794 | | | 192,552 | | | 9,242 | | | 4.8 | % | |
Property management | 19,464 | | | 17,871 | | | 1,593 | | | 8.9 | % | | 19,464 | | | 17,871 | | | 1,593 | | | 8.9 | % | |
Income from property operations, excluding deferrals (3) | 176,295 | | | 167,382 | | | 8,913 | | | 5.3 | % | | 182,330 | | | 174,681 | | | 7,649 | | | 4.4 | % | |
Membership upgrade sales upfront payments and membership sales commission, deferred, net | 3,791 | | | 3,501 | | | 290 | | | 8.3 | % | | 3,791 | | | 3,501 | | | 290 | | | 8.3 | % | |
Income from property operations (3) | $ | 172,504 | | | $ | 163,881 | | | $ | 8,623 | | | 5.3 | % | | $ | 178,539 | | | $ | 171,180 | | | $ | 7,359 | | | 4.3 | % | |
_____________________
(1)Rental income consists of the following total portfolio income items in this discussion includes all Properties acquiredtable: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on or before December 31, 2015the Consolidated Statements of Income and which we have ownedComprehensive Income from Utility and operated continuously since January 1, 2016. Core Portfolio growth percentages excludeother income in this table. The difference between the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
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| Core Portfolio | | Total Portfolio |
| 2017 | | 2016 | | Variance | | % Change | | 2017 | | 2016 | | Variance | | % Change |
Community base rental income | $ | 121,802 |
| | $ | 116,052 |
| | $ | 5,750 |
| | 5.0 | % | | $ | 123,177 |
| | $ | 117,164 |
| | $ | 6,013 |
| | 5.1 | % |
Rental home income | 3,592 |
| | 3,484 |
| | 108 |
| | 3.1 | % | | 3,592 |
| | 3,484 |
| | 108 |
| | 3.1 | % |
Resort base rental income | 56,399 |
| | 53,317 |
| | 3,082 |
| | 5.8 | % | | 58,471 |
| | 54,486 |
| | 3,985 |
| | 7.3 | % |
Right-to-use annual payments | 11,528 |
| | 11,349 |
| | 179 |
| | 1.6 | % | | 11,531 |
| | 11,349 |
| | 182 |
| | 1.6 | % |
Right-to-use contracts current period, gross | 4,208 |
| | 3,672 |
| | 536 |
| | 14.6 | % | | 4,208 |
| | 3,672 |
| | 536 |
| | 14.6 | % |
Utility and other income | 25,958 |
| | 20,987 |
| | 4,971 |
| | 23.7 | % | | 26,295 |
| | 21,174 |
| | 5,121 |
| | 24.2 | % |
Property operating revenues, excluding deferrals | 223,487 |
| | 208,861 |
| | 14,626 |
| | 7.0 | % | | 227,274 |
| | 211,329 |
| | 15,945 |
| | 7.5 | % |
| | | | | | | | | | | | | | |
|
|
Property operating and maintenance | 78,376 |
| | 72,687 |
| | 5,689 |
| | 7.8 | % | | 80,164 |
| | 73,410 |
| | 6,754 |
| | 9.2 | % |
Rental home operating and maintenance | 1,704 |
| | 1,765 |
| | (61 | ) | | (3.5 | )% | | 1,704 |
| | 1,768 |
| | (64 | ) | | (3.6 | )% |
Real estate taxes | 13,525 |
| | 13,161 |
| | 364 |
| | 2.8 | % | | 14,006 |
| | 13,467 |
| | 539 |
| | 4.0 | % |
Sales and marketing, gross | 3,277 |
| | 3,100 |
| | 177 |
| | 5.7 | % | | 3,277 |
| | 3,100 |
| | 177 |
| | 5.7 | % |
Property operating expenses, excluding deferrals and Property management | 96,882 |
| | 90,713 |
| | 6,169 |
| | 6.8 | % | | 99,151 |
| | 91,745 |
| | 7,406 |
| | 8.1 | % |
Income from property operations, excluding deferrals and Property management (1) | 126,605 |
| | 118,148 |
| | 8,457 |
| | 7.2 | % | | 128,123 |
| | 119,584 |
| | 8,539 |
| | 7.1 | % |
Property management | 13,160 |
| | 11,861 |
| | 1,299 |
| | 11.0 | % | | 13,160 |
| | 11,863 |
| | 1,297 |
| | 10.9 | % |
Income from property operations, excluding deferrals (1) | 113,445 |
| | 106,287 |
| | 7,158 |
| | 6.7 | % | | 114,963 |
| | 107,721 |
| | 7,242 |
| | 6.7 | % |
Right-to-use contracts, deferred and sales and marketing, deferred, net | 1,494 |
| | 1,127 |
| | 367 |
| | 32.6 | % | | 1,494 |
| | 1,127 |
| | 367 |
| | 32.6 | % |
Income from property operations (1) | $ | 111,951 |
| | $ | 105,160 |
| | $ | 6,791 |
| | 6.5 | % | | $ | 113,469 |
| | $ | 106,594 |
|
| $ | 6,875 |
| | 6.4 | % |
__________________________
(1) Non-GAAP measure, see the Results Overview sectionsum of the Managementtotal portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2)Includes bad debt expense for all periods presented.
(3)See Part I. Item 2. Management's Discussion and Analysis for Analysis—Non-GAAP Financial Measure DefinitionsMeasures for definitions and reconciliations of these non-GAAPNon-GAAP measures to Net Income available tofor Common Shareholders.
Total Portfolioportfolio income from property operations which includes Core and non-Core portfolios, for the quarter ended September 30, 2017March 31, 2023, increased $6.9$7.4 million, or 6.4%4.3%, from the quarter ended September 30, 2016,March 31, 2022, driven by an increase of $6.8$8.6 million, or 6.5%5.3%, infrom our Core Portfolio, partially offset by a decrease of $1.3 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, excluding deferrals, primarily in MH base rental income and a $0.1 millionRV and marina base rental income, partially offset by an increase in our Non-Coreproperty operating expenses, excluding deferrals and property management. The decrease in income from property operations.operations from our Non-Core Portfolio was primarily due to lower MH base rental income and RV and marina base rental income, partially offset by business interruption income related to Hurricane Ian of $3.6 million recognized during the quarter ended March 31, 2023.
Management's Discussion and Analysis (continued)
Property Operating Revenues
CommunityMH base rental income in our Core Portfolio for the quarter ended September 30, 2017March 31, 2023 increased $5.8$10.0 million, or 5.0%6.5%, from the quarter ended September 30, 2016,March 31, 2022, which reflects 4.0%6.6% growth from rate increases and approximately 1.0% growth from occupancy gains.a decline of 0.1% in occupancy. The average monthly base rental income per Site in our Core Portfolio increased to approximately $615$797 for the quarter ended September 30, 2017March 31, 2023 from approximately $591$747 for the quarter ended September 30, 2016.March 31, 2022. The average occupancy for theour Core Portfolio increased to 94.3%was 94.9% for the quarter ended September 30, 2017 from 93.5%March 31, 2023 and 95.0% for the quarter ended September 30, 2016.March 31, 2022.
RV and marina base rental income is comprised of the following:
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| | Core Portfolio | | Total Portfolio |
| | Quarters Ended March 31, | | Quarters Ended March 31, |
(amounts in thousands) | | 2023 | | 2022 | | Variance | | % Change | | 2023 | | 2022 | | Variance | | % Change |
Annual | | $ | 67,058 | | | $ | 61,848 | | | $ | 5,210 | | | 8.4 | % | | $ | 69,401 | | | $ | 64,333 | | | $ | 5,068 | | | 7.9 | % |
Seasonal | | 27,400 | | | 24,496 | | | 2,904 | | | 11.9 | % | | 27,960 | | | 26,625 | | | 1,335 | | | 5.0 | % |
Transient | | 13,945 | | | 16,393 | | | (2,448) | | | (14.9) | % | | 14,231 | | | 17,806 | | | (3,575) | | | (20.1) | % |
RV and marina base rental income | | $ | 108,403 | | | $ | 102,737 | | | $ | 5,666 | | | 5.5 | % | | $ | 111,592 | | | $ | 108,764 | | | $ | 2,828 | | | 2.6 | % |
Management's Discussion (continued)
ResortRV and marina base rental income in our Core Portfolio for the quarter ended September 30, 2017March 31, 2023 increased $3.1$5.7 million, or 5.8%5.5%, from the quarter ended September 30, 2016March 31, 2022, driven by an increase in Annual and Seasonal RV and marina base rental income, partially offset by a decrease in Transient rental income. The increase in Annual RV and marina base rental income of 8.4% was driven by an increase in rate. The increase in Seasonal RV and marina base rental income of 11.9% was driven by an increase in the South and West regions. The decrease in Transient RV and marina base rental income of 14.9% was primarily due to increased rates. Resort base rental income is comprised of the following (amountsa decrease in thousands):
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| Core Portfolio | | Total Portfolio |
| 2017 | | 2016 | | Variance | | % Change | | 2017 | | 2016 | | Variance | | % Change |
Annual | $ | 32,737 |
| | $ | 30,874 |
| | $ | 1,863 |
| | 6.0 | % | | $ | 33,647 |
| | $ | 31,278 |
| | $ | 2,369 |
| | 7.6 | % |
Seasonal | 4,510 |
| | 3,799 |
| | 711 |
| | 18.7 | % | | 4,952 |
| | 4,244 |
| | 708 |
| | 16.7 | % |
Transient | 19,152 |
| | 18,644 |
| | 508 |
| | 2.7 | % | | 19,872 |
| | 18,964 |
| | 908 |
| | 4.8 | % |
Resort base rental income | $ | 56,399 |
| | $ | 53,317 |
| | $ | 3,082 |
| | 5.8 | % | | $ | 58,471 |
| | $ | 54,486 |
| | $ | 3,985 |
| | 7.3 | % |
Right-to-use contracts current period, gross, net of sales and marketing, gross, increased by $0.4 million, primarilytransient RV revenue as a result of an increasea reduction in the average price per upgrade sale and a higher number of upgrade salesTransient sites available and flooding events at certain Properties in California during the quarter ended September 30, 2017 compared to the quarter ended September 30, 2016. During the quarter ended September 30, 2017 there were 757 upgrade sales with an average price per upgrade sale of $5,558. This compares to 740 upgrade sales with an average price per upgrade sale of $4,962 during the quarter ended September 30, 2016.quarter.
Utility and other income in our Core Portfolio for the quarter ended March 31, 2023 increased by $5.0$2.5 million, or 9.4%, from the quarter ended March 31, 2022. The increase was primarily due to a $1.9 million increase in utility income, which was primarily due to an increase in electric income in all regions except the Hurricane Irma insurance recovery revenue accrualNortheast, gas income in the South and trash income in all regions and an increase of $3.1$0.4 million and insurance proceeds of $1.5 millionin other property income primarily due to business interruption income related to prior storm events.Hurricane Ian recognized during the quarter ended March 31, 2023.
Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the quarter ended September 30, 2017March 31, 2023 increased $6.2$9.2 million, or 6.8%7.4%, from the quarter ended September 30, 2016 primarilyMarch 31, 2022, driven by an increaseincreases in property operating and maintenance expenses of $5.7$9.3 million. The increase inCore property operating and maintenance expenses was primarily due to repairs and maintenance expense of $3.3 million recognized during the quarter ended September 30, 2017 for restoration work that had been reasonably estimated and/or completed to date at our Florida properties impacted by Hurricane Irma. The increasewere higher in property operating and maintenance expenses was also due to an increase in property payroll, primarily as a result of 2017 salary increases and an increase in utility expense,2023 primarily due to increases in waterutility expenses of $4.1 million, repair and sewer expenses, which was partially offset by an increase in utility income recovery.maintenance of $2.5 million and property payroll of $2.4 million.
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for Home Sales for the quarters ended September 30, 2017 and 2016 (amounts in thousands, except home sales volumes).
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| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | Variance | | % Change |
Gross revenues from new home sales (1) | | $ | 7,233 |
| | $ | 8,057 |
| | $ | (824 | ) | | (10.2 | )% |
Cost of new home sales (1) | | (7,276 | ) | | (7,900 | ) | | 624 |
| | 7.9 | % |
Gross profit (loss) from new home sales | | (43 | ) | | 157 |
| | (200 | ) | | (127.4 | )% |
| | | | | | | | |
Gross revenues from used home sales | | 2,779 |
| | 2,838 |
| | (59 | ) | | (2.1 | )% |
Cost of used home sales | | (3,101 | ) | | (2,845 | ) | | (256 | ) | | (9.0 | )% |
Loss from used home sales | | (322 | ) | | (7 | ) | | (315 | ) | | (4,500.0 | )% |
| | | | | | | | |
Brokered resale revenues and ancillary services revenues, net | | 1,983 |
| | 920 |
| | 1,063 |
| | 115.5 | % |
Home selling expenses | | (1,447 | ) | | (909 | ) | | (538 | ) | | (59.2 | )% |
Income from home sales and other | | $ | 171 |
| | $ | 161 |
| | $ | 10 |
| | 6.2 | % |
| | | | | | | | |
Home sales volumes | | | | | | | | |
Total new home sales (2) | | 173 |
| | 207 |
| | (34 | ) | | (16.4 | )% |
New Home Sales Volume - ECHO JV | | 48 |
| | 65 |
| | (17 | ) | | (26.2 | )% |
Used home sales | | 331 |
| | 335 |
| | (4 | ) | | (1.2 | )% |
Brokered home resales | | 239 |
| | 182 |
| | 57 |
| | 31.3 | % |
24
_________________________(1) New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV.
Management's Discussion (continued)
Income from home sales and other was $0.2 million for both the quarters ended September 30, 2017 and 2016. The increase in home selling expenses was primarily due to expense of $0.4 million recorded during the quarter ended September 30, 2017 related to property damage as a result of Hurricane Irma. The expense recorded during the quarter was offset by revenue recorded of $0.4 million related to the expected insurance recovery from this loss.
Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the quarters ended September 30, 2017 and 2016 (amounts in thousands, except rental unit volumes).
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| | 2017 | | 2016 | | Variance | | % Change |
Manufactured homes: | | | | | | | | |
New Home | | $ | 7,100 |
| | $ | 6,329 |
| | $ | 771 |
| | 12.2 | % |
Used Home | | 5,157 |
| | 6,013 |
| | (856 | ) | | (14.2 | )% |
Rental operations revenue (1) | | 12,257 |
| | 12,342 |
| | (85 | ) | | (0.7 | )% |
Rental home operating and maintenance | | (1,704 | ) | | (1,768 | ) | | 64 |
| | 3.6 | % |
Income from rental operations | | 10,553 |
| | 10,574 |
| | (21 | ) | | (0.2 | )% |
Depreciation on rental homes (2) | | (2,614 | ) | | (2,671 | ) | | 57 |
| | 2.1 | % |
Income from rental operations, net of depreciation | | $ | 7,939 |
| | $ | 7,903 |
| | $ | 36 |
| | 0.5 | % |
| | | | | | | | |
Gross investment in new manufactured home rental units (3) | | $ | 131,389 |
| | $ | 123,866 |
| | $ | 7,523 |
| | 6.1 | % |
Gross investment in used manufactured home rental units | | $ | 44,624 |
| | $ | 52,628 |
| | $ | (8,004 | ) | | (15.2 | )% |
| | | | | | | | |
Net investment in new manufactured home rental units | | $ | 105,424 |
| | $ | 101,768 |
| | $ | 3,656 |
| | 3.6 | % |
Net investment in used manufactured home rental units | | $ | 24,833 |
| | $ | 34,169 |
| | $ | (9,336 | ) | | (27.3 | )% |
| | | | | | | | |
Number of occupied rentals – new, end of period (4) | | 2,492 |
| | 2,316 |
| | 176 |
| | 7.6 | % |
Number of occupied rentals – used, end of period | | 2,010 |
| | 2,473 |
| | (463 | ) | | (18.7 | )% |
______________________
| |
(1)
| Rental operations revenue consists of Site rental income and home rental income. Approximately $8.7 million and $8.9 million for the quarters ended September 30, 2017 and 2016, 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 $15.5 million and $15.3 million as of September 30, 2017 and 2016, respectively. |
| |
(4)
| Occupied rentals as of the end of the period in our Core Portfolio and includes 254 and 158 homes rented through our ECHO JV during the quarters ended September 30, 2017 and 2016, respectively. |
Other Income and Expenses
The following table summarizes other income and expenses, net for the quarters endedSeptember 30, 2017 and 2016 (amounts in thousands, expenses shown as negative).
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| | 2017 | | 2016 | | Variance | | % Change |
Depreciation on real estate and rental homes | | $ | (30,493 | ) | | $ | (29,518 | ) | | $ | (975 | ) | | (3.3 | )% |
Amortization of in-place leases | | (138 | ) | | (1,376 | ) | | 1,238 |
| | 90.0 | % |
Interest income | | 1,974 |
| | 1,767 |
| | 207 |
| | 11.7 | % |
Income from other investments, net | | 2,052 |
| | 2,581 |
| | (529 | ) | | (20.5 | )% |
General and administrative (excluding transaction costs) | | (7,505 | ) | | (7,326 | ) | | (179 | ) | | (2.4 | )% |
Transaction costs | | — |
| | (327 | ) | | 327 |
| | 100.0 | % |
Property rights initiatives and other, net | | (324 | ) | | (855 | ) | | 531 |
| | 62.1 | % |
Interest and related amortization | | (25,027 | ) | | (25,440 | ) | | 413 |
| | 1.6 | % |
Total other income and expenses, net | | $ | (59,461 | ) | | $ | (60,494 | ) | | $ | 1,033 |
| | 1.7 | % |
Other expenses, net decreased $1.0 million for the quarter ended September 30, 2017, compared to the quarter ended September 30, 2016. The decrease from the quarter ended September 30, 2016 was primarily due to a decrease in amortization of in-place leases, decrease in income from other investments, net, primarily due to the termination of the Tropical Palms RV ground lease in 2016 and a decrease in interest and related amortization as a result of the refinancing activities completed during 2016 (see Note 7 to the Consolidated Financial Statements for additional detail regarding borrowing arrangements). These decreases were partially offset by an increase in depreciation on real estate and rental homes due to an increase in capital expenditures.
Management's Discussion (continued)
Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the nine months ended September 30, 2017 and 2016 (amounts in thousands). The Core Portfolio in this discussion includes all Properties acquired on or before December 31, 2015 and which we have owned and operated continuously since January 1, 2016. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
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| Core Portfolio | | Total Portfolio |
| 2017 | | 2016 | | Variance | | % Change | | 2017 | | 2016 | | Variance | | % Change |
Community base rental income | $ | 362,080 |
| | $ | 345,316 |
| | $ | 16,764 |
| | 4.9 | % | | $ | 365,833 |
| | $ | 346,625 |
| | $ | 19,208 |
| | 5.5 | % |
Rental home income | 10,829 |
| | 10,573 |
| | 256 |
| | 2.4 | % | | 10,829 |
| | 10,572 |
| | 257 |
| | 2.4 | % |
Resort base rental income | 161,002 |
| | 152,697 |
| | 8,305 |
| | 5.4 | % | | 169,594 |
| | 154,652 |
| | 14,942 |
| | 9.7 | % |
Right-to-use annual payments | 34,130 |
| | 33,590 |
| | 540 |
| | 1.6 | % | | 34,133 |
| | 33,590 |
| | 543 |
| | 1.6 | % |
Right-to-use contracts current period, gross | 11,212 |
| | 9,290 |
| | 1,922 |
| | 20.7 | % | | 11,212 |
| | 9,290 |
| | 1,922 |
| | 20.7 | % |
Utility and other income | 67,961 |
| | 61,235 |
| | 6,726 |
| | 11.0 | % | | 69,071 |
| | 61,490 |
| | 7,581 |
| | 12.3 | % |
Property operating revenues, excluding deferrals | 647,214 |
| | 612,701 |
| | 34,513 |
| | 5.6 | % | | 660,672 |
| | 616,219 |
| | 44,453 |
| | 7.2 | % |
| | | | | | |
|
| | | | | | | | |
Property operating and maintenance | 215,802 |
| | 201,871 |
| | 13,931 |
| | 6.9 | % | | 221,119 |
| | 203,011 |
| | 18,108 |
| | 8.9 | % |
Rental home operating and maintenance | 4,912 |
| | 4,871 |
| | 41 |
| | 0.8 | % | | 4,912 |
| | 4,874 |
| | 38 |
| | 0.8 | % |
Real estate taxes | 40,557 |
| | 39,118 |
| | 1,439 |
| | 3.7 | % | | 41,986 |
| | 39,534 |
| | 2,452 |
| | 6.2 | % |
Sales and marketing, gross | 8,860 |
| | 8,526 |
| | 334 |
| | 3.9 | % | | 8,861 |
| | 8,524 |
| | 337 |
| | 4.0 | % |
Property operating expenses, excluding deferrals and Property management | 270,131 |
| | 254,386 |
| | 15,745 |
| | 6.2 | % | | 276,878 |
| | 255,943 |
| | 20,935 |
| | 8.2 | % |
Income from property operations, excluding deferrals and Property management (1) | 377,083 |
| | 358,315 |
| | 18,768 |
| | 5.2 | % | | 383,794 |
| | 360,276 |
| | 23,518 |
| | 6.5 | % |
Property management | 38,743 |
| | 35,668 |
| | 3,075 |
| | 8.6 | % | | 38,743 |
| | 35,670 |
| | 3,073 |
| | 8.6 | % |
Income from property operations, excluding deferrals (1) | 338,340 |
| | 322,647 |
| | 15,693 |
| | 4.9 | % | | 345,051 |
| | 324,606 |
| | 20,445 |
| | 6.3 | % |
Right-to-use contracts, deferred and sales and marketing, deferred, net | 3,394 |
| | 2,215 |
| | 1,179 |
| | 53.2 | % | | 3,394 |
| | 2,215 |
| | 1,179 |
| | 53.2 | % |
Income from property operations (1) | $ | 334,946 |
| | $ | 320,432 |
| | $ | 14,514 |
| | 4.5 | % | | $ | 341,657 |
| | $ | 322,391 |
| | $ | 19,266 |
| | 6.0 | % |
__________________________
(1) Non-GAAP measure, see the Results Overview section of the Management Discussion and Analysis for Non-GAAP Financial Measure Definitions and reconciliations of these non-GAAP measures to Net Income available to Common Shareholders.(continued)
Total Portfolio income from property operations, which includes Core and non-Core portfolios, for the nine months ended September 30, 2017 increased $19.3 million, or 6.0%, from the nine months ended September 30, 2016, driven by an increase of $14.5 million, or 4.5%, in our Core Portfolio income from property operations and a $4.8 million increase in our Non-Core income from property operations.
Property Operating Revenues
Community base rental income in our Core Portfolio for the nine months ended September 30, 2017 increased $16.8 million, or 4.9% from the nine months ended September 30, 2016, which reflects 4.0% growth from rate increases and approximately 0.9% growth from occupancy gains. The average monthly base rental income per Site increased to approximately $611 for the nine months ended September 30, 2017 from approximately $588 for the nine months ended September 30, 2016. The average occupancy for the Core Portfolio increased to 94.2% for the nine months ended September 30, 2017 from 93.3% for the nine months ended September 30, 2016.
Management's Discussion (continued)
Resort base rental income in our Core Portfolio for the nine months ended September 30, 2017 increased $8.3 million, or 5.4%, from the nine months ended September 30, 2016 primarily due to an increase in annual, seasonal and transient revenues as a result of increased rates. Resort base rental income is comprised of the following (amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Core Portfolio | | Total Portfolio |
| 2017 | | 2016 | | Variance | | % Change | | 2017 | | 2016 | | Variance | | % Change |
Annual | $ | 95,860 |
| | $ | 90,828 |
| | $ | 5,032 |
| | 5.5 | % | | $ | 98,612 |
| | $ | 91,648 |
| | $ | 6,964 |
| | 7.6 | % |
Seasonal | 25,374 |
| | 23,899 |
| | 1,475 |
| | 6.2 | % | | 28,353 |
| | 24,573 |
| | 3,780 |
| | 15.4 | % |
Transient | 39,768 |
| | 37,970 |
| | 1,798 |
| | 4.7 | % | | 42,629 |
| | 38,431 |
| | 4,198 |
| | 10.9 | % |
Resort base rental income | $ | 161,002 |
| | $ | 152,697 |
| | $ | 8,305 |
| | 5.4 | % | | $ | 169,594 |
| | $ | 154,652 |
| | $ | 14,942 |
| | 9.7 | % |
Right-to-use contracts current period, gross, net of sales and marketing, gross, increased by $1.6 million, primarily as a result of a higher average price per upgrade sale during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. During the nine months ended September 30, 2017 there were 2,017 upgrade sales with an average price per upgrade sale of $5,558. This compares to 1,892 upgrade sales with an average price per upgrade sale of $4,910 for the nine months ended September 30, 2016.
Utility and other income in our Core Portfolio increased by $6.7 million, primarily due to the Hurricane Irma insurance recovery revenue accrual of $3.1 million and insurance proceeds of $1.5 million related to prior storm events. In addition, the increase in utility and other income was due to an increase in utility income recovery across all utilities.
Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the nine months ended September 30, 2017 increased $15.7 million, or 6.2%, from the nine months ended September 30, 2016. The increase was primarily due to an increase in property operating and maintenance expenses of $13.9 million, driven by an increase in repairs and maintenance expense, utility expense and property payroll. The increase in repairs and maintenance expense of $5.7 million was primarily due to an expense of $3.3 million recognized during the quarter ended September 30, 2017 for restoration work that had been reasonably estimated and/or completed to date at our Florida properties impacted by Hurricane Irma and $1.2 million of clean-up costs associated with prior storm events. The increase in utility expense was driven by increases in electric, sewer, trash and gas expenses, which was partially offset by increased utility income recovery. The increase in property payroll expense resulted from 2017 salary increases.
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales for the nine months ended September 30, 2017 and 2016 (amounts in thousands, except home sales volumes).Other Operations:
|
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | Variance | | % Change |
Gross revenues from new home sales (1) | | $ | 16,724 |
| | $ | 19,500 |
| | $ | (2,776 | ) | | (14.2 | )% |
Cost of new home sales (1) | | (16,467 | ) | | (19,598 | ) | | 3,131 |
| | 16.0 | % |
Gross profit (loss) from new home sales | | 257 |
| | (98 | ) | | 355 |
| | 362.2 | % |
| | | | | | | | |
Gross revenues from used home sales | | 8,148 |
| | 8,739 |
| | (591 | ) | | (6.8 | )% |
Cost of used home sales | | (8,924 | ) | | (8,909 | ) | | (15 | ) | | (0.2 | )% |
Loss from used home sales | | (776 | ) | | (170 | ) | | (606 | ) | | (356.5 | )% |
| | | | | | | | |
Brokered resale revenues and ancillary services revenues, net | | 4,088 |
| | 2,736 |
| | 1,352 |
| | 49.4 | % |
Home selling expenses | | (3,301 | ) | | (2,548 | ) | | (753 | ) | | (29.6 | )% |
Income (loss) from home sales and other | | $ | 268 |
| | $ | (80 | ) | | $ | 348 |
| | 435.0 | % |
| | | | | | | | |
Home sales volumes | | | | | | | | |
Total new home sales (2) | | 413 |
| | 508 |
| | (95 | ) | | (18.7 | )% |
New Home Sales Volume - ECHO JV | | 126 |
| | 162 |
| | (36 | ) | | (22.2 | )% |
Used home sales | | 954 |
| | 988 |
| | (34 | ) | | (3.4 | )% |
Brokered home resales | | 659 |
| | 585 |
| | 74 |
| | 12.6 | % |
_________________________ | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, |
(amounts in thousands, except home sales volumes) | | 2023 | | 2022 | | Variance | | % Change |
Gross revenues from new home sales | | $ | 18,314 | | | $ | 25,530 | | | $ | (7,216) | | | (28.3) | % |
Cost of new home sales | | 16,662 | | | 23,326 | | | (6,664) | | | (28.6) | % |
Gross profit from new home sales | | 1,652 | | | 2,204 | | | (552) | | | (25.0) | % |
| | | | | | | | |
Gross revenues from used home sales | | 1,175 | | | 998 | | | 177 | | | 17.7 | % |
Cost of used home sales | | 945 | | | 1,410 | | | (465) | | | (33.0) | % |
Gross profit/(loss) from used home sales | | 230 | | | (412) | | | 642 | | | 155.8 | % |
| | | | | | | | |
Gross revenue from brokered resales and ancillary services | | 12,644 | | | 13,167 | | | (523) | | | (4.0) | % |
Cost of brokered resales and ancillary services | | 5,534 | | | 5,948 | | | (414) | | | (7.0) | % |
Gross profit from brokered resales and ancillary services | | 7,110 | | | 7,219 | | | (109) | | | (1.5) | % |
| | | | | | | | |
Home selling and ancillary operating expenses | | 6,924 | | | 6,481 | | | 443 | | | 6.8 | % |
| | | | | | | | |
Income from home sales and other | | $ | 2,068 | | | $ | 2,530 | | | $ | (462) | | | (18.3) | % |
| | | | | | | | |
Home sales volumes | | | | | | | | |
Total new home sales (1) | | 176 | | | 261 | | | (85) | | | (32.6) | % |
Used home sales | | 102 | | | 72 | | | 30 | | | 41.7 | % |
Brokered home resales | | 134 | | | 188 | | | (54) | | | (28.7) | % |
(1) New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV._________________________
(2)(1) Total new home sales volume for the quarter ended March 31, 2022 includes 22 home sales from our ECHO JVJV.
Income from home sales and other operations was $2.1 million for the nine monthsquarter ended September 30, 2017 and September 30, 2016, respectively.
Management's Discussion (continued)
March 31, 2023, a decrease of $0.5 million, compared to $2.5 million for the quarter ended March 31, 2022. The increasedecrease in income from home sales and other operations was primarily due to an increasea decrease in ancillary activities and an increase in the gross profit from new homeshome sales and higher home selling and ancillary operating expenses, partially offset by an increase in home selling expenses and an increase in the lossgross profit from used home sales. The increase in home selling expenses was primarily due to expense of $0.4 million recordedsales during the quarter ended September 30, 2017 relatedMarch 31, 2023 compared to property damage as a result of Hurricane Irma. The expense recorded during the quarter was offset by revenue recorded of $0.4 million related to the expected insurance recovery from this loss.ended March 31, 2022.
Management's Discussion and Analysis (continued)
Rental Operations
The following table summarizes certain financial and statistical data for manufacturedour MH Rental Operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, |
(amounts in thousands, except rental unit volumes) | | 2023 | | 2022 | | Variance | | % Change |
Rental operations revenue (1) | | $ | 10,258 | | | $ | 11,347 | | | $ | (1,089) | | | (9.6) | % |
Rental home operating and maintenance expenses | | 959 | | | 1,392 | | | (433) | | | (31.1) | % |
Income from rental operations | | 9,299 | | | 9,955 | | | (656) | | | (6.6) | % |
Depreciation on rental homes (2) | | 2,747 | | | 2,517 | | | 230 | | | 9.1 | % |
Income from rental operations, net of depreciation | | $ | 6,552 | | | $ | 7,438 | | | $ | (886) | | | (11.9) | % |
| | | | | | | | |
Gross investment in new manufactured home rental units | | $ | 252,204 | | | $ | 226,890 | | | $ | 25,314 | | | 11.2 | % |
Gross investment in used manufactured home rental units | | $ | 14,056 | | | $ | 15,004 | | | $ | (948) | | | (6.3) | % |
| | | | | | | | |
Net investment in new manufactured home rental units | | $ | 209,697 | | | $ | 192,819 | | | $ | 16,878 | | | 8.8 | % |
Net investment in used manufactured home rental units | | $ | 8,071 | | | $ | 9,776 | | | $ | (1,705) | | | (17.4) | % |
| | | | | | | | |
Number of occupied rentals – new, end of period | | 2,389 | | | 2,908 | | | (519) | | | (17.8) | % |
Number of occupied rentals – used, end of period | | 313 | | | 402 | | | (89) | | | (22.1) | % |
______________________
(1)Consists of Site rental income and home Rental Operationsrental income. Approximately $6.4 million and $7.4 million for the nine monthsquarters ended September 30, 2017March 31, 2023 and 2016 (amountsMarch 31, 2022, respectively, of Site rental income is included in thousands, exceptMH base rental unit volumes).income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income in our Core Portfolio Income from Property Operations table.
(2)Presented in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income. |
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | Variance | | % Change |
Manufactured homes: | | | | | | | | |
New Home | | $ | 20,718 |
| | $ | 18,802 |
| | $ | 1,916 |
| | 10.2 | % |
Used Home | | 16,425 |
| | 18,728 |
| | (2,303 | ) | | (12.3 | )% |
Rental operations revenue (1) | | 37,143 |
| | 37,530 |
| | (387 | ) | | (1.0 | )% |
Rental home operating and maintenance | | (4,912 | ) | | (4,874 | ) | | (38 | ) | | (0.8 | )% |
Income from rental operations | | 32,231 |
| | 32,656 |
| | (425 | ) | | (1.3 | )% |
Depreciation on rental homes (2) | | (7,910 | ) | | (8,007 | ) | | 97 |
| | 1.2 | % |
Income from rental operations, net of depreciation | | $ | 24,321 |
| | $ | 24,649 |
| | $ | (328 | ) | | (1.3 | )% |
| | | | | | | | |
Gross investment in new manufactured home rental units (3) | | $ | 131,389 |
| | $ | 123,866 |
| | $ | 7,523 |
| | 6.1 | % |
Gross investment in used manufactured home rental units | | $ | 44,624 |
| | $ | 52,628 |
| | $ | (8,004 | ) | | (15.2 | )% |
| | | | | | | | |
Net investment in new manufactured home rental units | | $ | 105,424 |
| | $ | 101,768 |
| | $ | 3,656 |
| | 3.6 | % |
Net investment in used manufactured home rental units | | $ | 24,833 |
| | $ | 34,169 |
| | $ | (9,336 | ) | | (27.3 | )% |
| | | | | | | | |
Number of occupied rentals – new, end of period (4) | | 2,492 |
| | 2,316 |
| | 176 |
| | 7.6 | % |
Number of occupied rentals – used, end of period | | 2,010 |
| | 2,473 |
| | (463 | ) | | (18.7 | )% |
______________________
| |
(1)
| Rental operations revenue consists of Site rental income and home rental income. Approximately $26.3 million and $27.0 million for the nine months ended September 30, 2017 and 2016, 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 $15.5 million and $15.3 million as of September 30, 2017 and 2016, respectively. |
| |
(4)
| Occupied rentals as of the end of the period in our Core Portfolio and includes 254 and 158 homes rented through our ECHO JV during the nine months ended September 30, 2017 and 2016, respectively. |
The decrease in income from rental operations, net of depreciation, wasdecreased $0.9 million during the quarter ended March 31, 2023, compared to the quarter ended March 31, 2022, primarily due to a decrease in the number of usednew occupied rental units, partially offset by the change in the mix of occupied rentals, driven by an increased number of occupied new homes at a higher rental rate.rentals.
Other Income and Expenses
The following table summarizes other income and expenses, for the nine months ended September 30, 2017net:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters Ended March 31, |
(amounts in thousands, expenses shown as negative) | | 2023 | | 2022 | | Variance | | % Change |
Depreciation and amortization | | $ | (50,502) | | | $ | (49,394) | | | $ | (1,108) | | | (2.2) | % |
Interest income | | 2,088 | | | 1,759 | | | 329 | | | 18.7 | % |
Income from other investments, net | | 2,091 | | | 1,904 | | | 187 | | | 9.8 | % |
General and administrative | | (11,661) | | | (12,072) | | | 411 | | | 3.4 | % |
Other expenses | | (1,468) | | | (1,048) | | | (420) | | | (40.1) | % |
Early debt retirement | | — | | | (516) | | | 516 | | | 100.0 | % |
Interest and related amortization | | (32,588) | | | (27,464) | | | (5,124) | | | (18.7) | % |
Total other income and expenses, net | | $ | (92,040) | | | $ | (86,831) | | | $ | (5,209) | | | (6.0) | % |
Total other income and September 30, 2016 (amounts in thousands, expenses shown as negative).
|
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | Variance | | % Change |
Depreciation on real estate and rental homes | | $ | (90,849 | ) | | $ | (87,203 | ) | | $ | (3,646 | ) | | (4.2 | )% |
Amortization of in-place leases | | (2,128 | ) | | (2,139 | ) | | 11 |
| | 0.5 | % |
Interest income | | 5,542 |
| | 5,052 |
| | 490 |
| | 9.7 | % |
Income from other investments, net | | 3,918 |
| | 6,574 |
| | (2,656 | ) | | (40.4 | )% |
General and administrative (excluding transaction costs) | | (23,015 | ) | | (22,390 | ) | | (625 | ) | | (2.8 | )% |
Transaction costs | | (324 | ) | | (925 | ) | | 601 |
| | 65.0 | % |
Property rights initiatives and other | | (814 | ) | | (2,036 | ) | | 1,222 |
| | 60.0 | % |
Interest and related amortization | | (74,728 | ) | | (76,635 | ) | | 1,907 |
| | 2.5 | % |
Total other income and expenses, net | | $ | (182,398 | ) | | $ | (179,702 | ) | | $ | (2,696 | ) | | (1.5 | )% |
Other expenses, net increased $2.7$5.2 million for the nine monthsquarter ended September 30, 2017,March 31, 2023 compared to the nine monthsquarter ended September 30, 2016. TheMarch 31, 2022, primarily due to higher interest and related amortization expense as a result of an increase in otherinterest rates and depreciation and amortization expense.
Casualty related charges/(recoveries), net
During the quarter ended March 31, 2023, we recorded $8.5 million of expenses for debris removal and cleanup costs and an offsetting insurance recovery revenue of $8.5 million related to Hurricane Ian.
Loss on sale of real estate and impairment, net from
During the nine monthsquarter ended September 30, 2016 was primarily
March 31, 2023, we recorded an impairment charge of approximately $2.6 million related to flooding events at certain California properties.
Management's Discussion and Analysis (continued)
due to an increase in depreciation on real estate and rental homes, partially offset by a decrease in income from other investments, net, due to the termination of the Tropical Palms RV ground lease in 2016 and a decrease in interest and related amortization as a result of the refinancing activities completed during 2016 (see Note 7 to the Consolidated Financial Statements for additional detail regarding borrowing arrangements).
Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on properties, purchasing both newProperties, home purchases and pre-owned homes, acquisitions of new Properties, and distributions.property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Lineline of Credit ("LOC"credit (the “LOC”) and proceeds from issuance of equity and debt securities.
We have entered into an at-the-market (“ATM”) offering program, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. During the quarter, we sold 484,913 shares of common stock as part of the ATM equity offering program, at a weighted average price of $86.69, resulting in net cash proceeds of approximately $41.5 million. As of September 30, 2017, $33.0 million of common stock remained available for issuance under the ATM equity offering program. During October 2017, we sold 336,290 shares of common stock as part of the ATM equity offering program at a weighted average price of $85.13, resulting in net cash proceeds of approximately $28.3 million. Our Board of Directors has approved a new ATM equity offering program having an aggregate offering price of up to $200.0 million.
In addition, we have available liquidity in the form of authorized and unissued preferred stock of approximately 10.0 million shares and approximately 112.5 million shares of authorized but unissued common stock registered for sale under the Securities Act of 1933, as amended, by a shelf registration statement which was automatically effective when filed with the SEC. Our charter allows us to issue up to 200.0 million shares of common stock, par value $0.01 per share, and up to 10.0 million shares of preferred stock, par value $0.01 per share.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. When investing capital, we consider all potential uses, including returning capital to our stockholders or the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, alternative opportunistic capital uses and capital requirements. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managemanaging future debt maturities and borrowborrowing at competitive rates, enables us to meet this objective. We believe that asAccessing long-term low-cost secured debt continues to be our focus.
Our at-the-market (“ATM”) equity offering program allows us, from time-to-time, to sell shares of September 30, 2017,our common stock, par value $0.01 per share, having an aggregate offering price up to $500.0 million. As of March 31, 2023, the full capacity of our ATM equity offering program remained available for issuance.
As of March 31, 2023, we have sufficienthad available liquidity in the form of $72.1approximately 413.8 million shares of authorized and unissued common stock, par value $0.01 per share, and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in available cash, netexchange for making fixed-rate payments over the life of restricted cash,the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and $400.0 million availablesubsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. For additional information regarding our LOC, to satisfy our near term obligations.interest rate swap, see Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging.
On October 27, 2017, weWe previously entered into a SecondThird Amended and Restated Credit Agreement (the “Second Amended and Restated (“Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the terms of the obligations owing by us under the Amended, Restated and Consolidated Agreement dated as of July 17, 2014, pursuant to which we have access to a $400$500.0 million unsecured line of creditLOC and the $200a $300.0 million senior unsecured term loan facility. The LOC maturity date was extended(the “$300 million Term Loan”). On March 1, 2023, we amended the Credit Agreement to October 27, 2021, and this term can be extended an additional year in two six month increments, subjecttransition the LIBOR rate borrowings to certain conditions. The LOC bears interest at a rateSecured Overnight Financing Rate (“SOFR”) borrowings. See Part I. Item 1. Financial Statements—Note 8. Borrowing Arrangements for further details. As of March, 31, 2023, the Company has no remaining LIBOR plus 1.10% to 1.55% and requires an annual facility fee of 0.15% to 0.35%. We also extended the term ofbased borrowings.
In connection with our $300 million Term Loan, which now matures on April 27, 2023 and has anwe entered into a Swap Agreement (the “2021 Swap”) allowing us to trade the variable interest rate offor a fixed interest rate. During the quarter ended March 31, 2023, in connection with the amendment to the Credit Agreement, we replaced the LIBOR plus 1.20%benchmarked swap with a SOFR benchmarked swap. See Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging for further details.
We previously entered into a $200.0 million senior unsecured term loan agreement. In connection with our $200 million Term Loan, in April 2023, we entered into a Swap Agreement (the “2023 Swap”) allowing us to 1.90% per annum.trade the variable interest rate for a fixed interest rate. See Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging for further details.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, as well as net cash provided by operating activities and availability under our existing LOC. We consider these resources to be adequate to meetAs of March 31, 2023, our operating requirements for capital improvements, amortizing debt and paymentLOC had a borrowing capacity of dividends and distributions.$288.0 million.
We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements, by use of our current cash balance,using long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additionalthe issuance of equity securities, in addition to net cash provided by operating activities. As of September 30, 2017, we have no remaining scheduled debt maturities in 2017.
During the quarter ended September 30, 2017, we entered into three new loans, each secured by a manufactured home Property, totaling $146.0 million. The loans have a stated interest rate of 4.07% per year with 20 year maturities and 30 year principal amortization. We utilized the proceeds from these loans to redeemincluding under our Series C Preferred Stock for $136.1 million.
ATM equity offering program.
Management's Discussion and Analysis (continued)
On October 16, 2017, we entered into a $204 million secured facility with Fannie Mae, maturing in 2037 and bearing a 3.97% fixed interest rate. The loan is secured by five manufactured home communities. We used the proceeds to pay, in full, $194.2 million of loans that would have matured in 2018. We incurred approximately $2.2 million in prepayment penalties associated with the debt repayment.
During the nine months ended September 30, 2017 we paid off two maturing mortgage loans and assumed debt in the purchase of Paradise Park Largo. The two mortgage loans we paid off were approximately $21.1 million, with a weighted average interest rate of 5.76% per annum, and $6.9 million, with a weighted average interest rate of 6.47%. Each loan was secured by a manufactured home Property. In connection with the Paradise Park Largo acquisition during the quarter ended June 30, 2017, we assumed approximately $5.9 million of mortgage debt secured by the manufactured home community with an interest rate of 4.6% that matures in 2040.
The following table below summarizes our cash flow activity for the nine months ended September 30, 2017 and 2016 (amounts in thousands):flows activity:
| | | | | | | | For the quarters ended March 31, |
| Nine Months Ended September 30, | |
| 2017 | | 2016 | |
(amounts in thousands) | | (amounts in thousands) | 2023 | | 2022 |
Net cash provided by operating activities | $ | 305,509 |
| | $ | 274,582 |
| Net cash provided by operating activities | $ | 194,461 | | | $ | 177,331 | |
Net cash used in investing activities | (138,173 | ) | | (166,073 | ) | Net cash used in investing activities | (101,928) | | | (105,182) | |
Net cash used in financing activities | (146,281 | ) | | (119,955 | ) | Net cash used in financing activities | (84,219) | | | (157,427) | |
Net increase (decrease) in cash | $ | 21,055 |
| | $ | (11,446 | ) | |
Net increase (decrease) in cash and restricted cash | | Net increase (decrease) in cash and restricted cash | $ | 8,314 | | | $ | (85,278) | |
Operating Activities
Net cash provided by operating activities increased $30.9$17.1 million to $305.5$194.5 million for the nine monthsquarter ended September 30, 2017,March 31, 2023 from $274.6$177.3 million for the nine monthsquarter ended September 30, 2016.March 31, 2022. The increase in net cash provided by operating activities was primarily due to higher income from property operations of $19.3$7.4 million receipt of insurance proceeds of $10.8 million related toand the California failure to maintain lawsuitsnet change in other assets, net and insurance proceeds of $1.5 million related to prior storm events,accounts payable and long term incentive plan payments of $4.3 million during the first quarter of 2016. These increases were partially offset by the litigation settlement payment of $13.3 million related to the California failure to maintain lawsuits.other liabilities.
Investing Activities
Net cash used in investing activities was $138.2decreased $3.3 million to $101.9 million for the nine monthsquarter ended September 30, 2017 compared to $166.1March 31, 2023 from $105.2 million for the nine monthsquarter ended September 30, 2016. The decrease in net cash used in investing activities was primarily due to (1) the acquisitions of Forest Lake Estates, Portland Fairview and Rose Bay for $78.2 million, (2) an acquisition of vacant land in Florida for $2.0 million and (3) receipt of capital distribution of $4.1 million from our Voyager JV during the nine months ended September 30, 2016.March 31, 2022. The decrease was due to a decrease in spending on acquisitions of $6.6 million, a decrease in investments in unconsolidated joint ventures of $6.2 million and an increase in insurance proceeds of $2.7 million, partially offset by investments, inclusivean increase in capital improvement spending of costs, in the Crosswinds and Loggerhead joint ventures of $2.3 million and $31.4 million, respectively, and a short-term loan of $13.8 million issued to the Crosswinds joint venture during the nine months ended September 30, 2017.$12.8 million.
Capital Improvements
The following table below summarizes capital improvement activity for the nine months ended September 30, 2017improvements:
| | | | | | | | | | | |
| For the quarters ended March 31, |
(amounts in thousands) | 2023 | | 2022 |
Asset preservation (1) | $ | 11,154 | | | $ | 9,906 | |
Improvements and renovations(2) | 6,958 | | | 6,431 | |
Property upgrades and development | 33,204 | | | 30,302 | |
New and used home investments (3) | 45,043 | | | 28,657 | |
| | | |
Total property improvements | 96,359 | | | 75,296 | |
Corporate | 96 | | | 8,351 | |
Total capital improvements | $ | 96,455 | | | $ | 83,647 | |
______________________
(1)Includes upkeep of property infrastructure including utilities and 2016 (amounts in thousands): |
| | | | | | | |
| Nine Months Ended September 30, (1) |
| 2017 | | 2016 |
Recurring Capital Expenditures (2) | $ | 29,823 |
| | $ | 28,321 |
|
Property upgrades and site development | 20,931 |
| | 9,833 |
|
New home investments (3)(4) | 32,724 |
| | 44,293 |
|
Used home investments (4) | 3,113 |
| | 4,265 |
|
Total Property | 86,591 |
| | 86,712 |
|
Corporate | 1,286 |
| | 604 |
|
Total Capital improvements | $ | 87,877 |
| | $ | 87,316 |
|
______________________streets and replacement of community equipment and vehicles. (1) Excludes non-cash activity(2)Includes enhancements to amenities such as buildings, common areas, swimming pools and replacement of approximately $0.2 million and $0.5 million of used homes acquired through foreclosure of Chattel Loans for the nine months ended September 30, 2017 and 2016, respectively.
(2) Recurring capital expenditures are primarily comprised of common area improvements, furniture and mechanical improvements.site amenities.
(3) Excludes new home investment associated with our ECHO JV.
(4) Net proceeds from new and used home sale activities are reflected within Operating Activities.
Management's Discussion (continued)
Financing Activities
Net cash used in financing activities was $146.3decreased $73.2 million to $84.2 million for the nine monthsquarter ended September 30, 2017 compared to net cash used in financing activities of $120.0March 31, 2023 from $157.4 million for the nine monthsquarter ended September 30, 2016.March 31, 2022. The increase in net cash used in financing activities for the nine months ended September 30, 2017decrease was primarily due to (1) a decrease in new mortgagenet debt proceeds, net,repayments of approximately $107.1 million during the quarter ended March 31, 2023, compared to the nine months ended September 30, 2016, (2) an increasesame period in distributions to our common stockholders for the nine months ended September 30, 2017 due to an increase approved by our Board of Directors, (3) reduced grossprior year and proceeds from the sale of common stock under our prior ATM equity offering program compared toof approximately $28.4 million recognized during the nine monthsquarter ended September 30, 2016, and (4) reduced proceeds from stock options and our employee stock purchase plan.March 31, 2022.
Contractual Obligations
AsSignificant ongoing contractual obligations consist primarily of September 30, 2017, we were subject to certainlong-term borrowings, interest expense, operating leases, LOC maintenance fees and ground leases. For a summary and complete presentation and description of our ongoing commitments and contractual payment obligations, as describedsee Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations in the table below (amounts in thousands):our 2022 Form 10-K.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total (5) | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | Thereafter |
Long Term Borrowings (1) | $ | 2,196,259 |
| | $ | 11,544 |
| | $ | 242,082 |
| | $ | 237,497 |
| | $ | 354,758 |
| | $ | 214,448 |
| | $ | 1,135,930 |
|
Interest Expense (2) | 675,257 |
| | 25,525 |
| | 93,878 |
| | 78,862 |
| | 63,396 |
| | 55,369 |
| | 358,227 |
|
Operating Lease | 8,901 |
| | 547 |
| | 2,221 |
| | 2,062 |
| | 2,011 |
| | 1,711 |
| | 349 |
|
LOC Maintenance Fee (3) | 644 |
| | 204 |
| | 440 |
| |
|
| |
|
| |
|
| | — |
|
Ground Lease (4) | 15,534 |
| | 496 |
| | 1,980 |
| | 1,983 |
| | 1,984 |
| | 1,987 |
| | 7,104 |
|
Total Contractual Obligations | $ | 2,896,595 |
| | $ | 38,316 |
| | $ | 340,601 |
| | $ | 320,404 |
| | $ | 422,149 |
| | $ | 273,515 |
| | $ | 1,501,610 |
|
Weighted average interest rates - Long Term Borrowings | 4.35 | % | | 4.66 | % | | 4.57 | % | | 4.38 | % | | 4.45 | % | | 4.36 | % | | 4.23 | % |
| |
(1)
| Balance excludes note premiums of $3.8 million and deferred financing costs of approximately $18.9 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, 2017. |
| |
(3)
| As of September 30, 2017, 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. |
We believe that we will be able to refinance our maturing debt obligations on a secured or unsecured basis; however, to the extent we are unable to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flow, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize our risks of inflation. In addition, our resort Properties are not generally subject to leases and rents are established for these Sites on an annual basis. Our right-to-use contracts generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years of age.
Off BalanceOff-Balance Sheet Arrangements
As of September 30, 2017,March 31, 2023, we have no off balanceoff-balance sheet arrangements.
Management's Discussion and Analysis (continued)
Critical Accounting Policies and Estimates
Refer to the 2016Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Form 10-K for a discussion of our critical accounting policies, which includes impairment of real estate assets and investments, revenue recognition and business combinations.policies. There have been no significant changes to theseour critical accounting policies and estimates during the quarter ended September 30, 2017.March 31, 2023.
Management's Discussion (continued)
Forward LookingForward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
•our ability to control costs and real estate market conditions, the actual rate of decline inour ability to retain 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 Propertiesproperties currently owned or that we may acquire;
•our ability to attract and retain customers entering, renewing and attract customers renewing, upgrading and entering right-to-use contracts;membership subscriptions;
•our assumptions about rental and home sales markets;
•our ability to manage counterparty risk;
in the age-qualified Properties, •our ability to renew our insurance policies at existing rates and on consistent terms;
•home sales results could be impacted by the ability of potential home buyershomebuyers 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, including an adequate supply of homes at reasonable costs, 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;
•impact of the COVID-19 pandemic or other highly infectious or contagious diseases on our business operations, our residents, our customers, our employees and the economy generally;
•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;
•the effect of Hurricane Ian on our business including, but not limited to the following: (i) the timing and cost of recovery, (ii) the condition of properties and the impact on occupancy demand and related rent revenue and (iii) the timing and amount of insurance proceeds;
•our ability to obtain financing or refinance existing debt on favorable terms or at all;
•the effect of inflation and interest rates;
•the effect from any breach of our, or any of our vendors’, data management systems;
•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 or actions brought by or against us, including those disclosed in our filings with the Securities and Exchange Commission; and
•other risks indicated from time to time in our filings with the Securities and Exchange Commission.
These forward-looking statements are based on management'smanagement’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
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Item 3. | Quantitative and Qualitative Disclosure of Market Risk |
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We disclosed a quantitative and qualitative analysis regarding market risk in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk on in our 2022 Form 10-K for the year ended December 31, 2016.10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2016.2022.
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Item 4. | Controls and Procedures |
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.March 31, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder as of September 30, 2017.
Notwithstanding the foregoing, a control system,March 31, 2023. Any controls and procedures, no matter how well designed and operated, can provide only reasonable not absolute, assurance that it will detect or uncover failures within us to disclose material information otherwise required to be set forth in our periodic reports.of achieving the desired control objectives.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2017,March 31, 2023, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – Other Information
Item 1.Legal Proceedings
See Part I. Item 1. Financial Statements—Note 9 of11. Commitments and Contingencies accompanying the Consolidated Financial Statements contained herein.in this Quarterly Report on Form 10-Q.
Item 1A.Risk Factors
There have been no material changes toA description of the risk factors associated with our business are discussed in “ItemPart1. Item 1A. Risk Factors”Factors in our Annual Report on2022 Form 10-K. On April 1, 2023, we renewed our property and casualty insurance policies. We have updated our risk factors disclosed in Part1. Item 1A. Risk Factors in our 2022 Form 10-K with the risk factor described below.
Some Potential Losses Are Not Covered by Insurance
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employment Practices liability, Fiduciary liability and Cyber liability. We believe that the year ended December 31, 2016policy specifications and coverage limits of these policies should be adequate and appropriate given the relative risk of loss, the cost of insurance and industry practice. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies with respect to our Quarterly ReportMH and RV Properties renewed on Form 10-QApril 1, 2023. We have a $125 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes approximately $50 million of coverage per occurrence for named windstorms, which include, for example, hurricanes. The loss limit is subject to additional sub-limits as set forth in the quarter ended March 31, 2017.policy form, including, among others, a $25 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $10 million, which is capped at $5 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies expire on November 1, 2023, and the property insurance program renewed on April 1, 2023. The marina property insurance program has a $25 million per occurrence limit, subject to self-insurance and a minimum deductible of $100,000 plus, for named windstorms, 5% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 3. | Defaults Upon Senior Securities |
Item 3.Defaults Upon Senior Securities
None.
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Item 4. | Mine Safety Disclosure |
Item 4.Mine Safety Disclosures
None.
Item 5.Other Information
None.
Item 6.Exhibits
On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the terms of the obligations owing by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014 pursuant to which we have access to a $400 million unsecured line of credit (the “LOC”) and the $200 million senior unsecured term loan facility (the “Term Loan”). We have the option to increase the borrowing capacity by $200 million, subject to certain conditions. The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six month increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55% and requires an annual facility fee of 0.15% to 0.35%.
We also extended the term of our Term Loan, which now matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% to 1.90% per annum. For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms. We incurred commitment and arrangement fees of approximately $3.6 million to enter into the Second Amended and Restated Credit Agreement.
Pursuant to a Second Amended and Restated Guaranty dated as of October 27, 2017, among us and certain of our subsidiaries and the Administrative Agent, we have guaranteed all of the obligations of our operating partnership under the Second Amended and Restated Credit Agreement when due, whether at stated maturity, by acceleration or otherwise.
The foregoing summaries of the Second Amended and Restated Credit Agreement, the Second Amended and Restated Guaranty and the amendments to the LOC and Term Loan are qualified in their entirety by reference to the text of the Second Amended and Restated Credit Agreement and the Second Amended and Restated Guaranty, each of which is attached as Exhibit 10.1 and 10.2, respectively.
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10.110.1* | SecondAmendment, dated March 1, 2023, to the Third Amended and Restated Credit Agreement, dated as of October 27, 2017,April 19, 2021, by and among MHC Operating Limited Partnership, as Borrower, Equity LifeStyle Properties, Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and each of the Lenders set forth therein.therein .
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10.2(a) | SecondThird Amended and Restated GuarantyCredit Agreement, dated as of October 27, 2017,April 19, 2021, by and among MHC Operating Limited Partnership, as Borrower, Equity LifestyleLifeStyle Properties, Inc. in favor of, as Parent, Wells Fargo Bank, National Association.Association, as Administrative Agent, and each of the Lenders set forth therein |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
101101.INS | The following materials from Equity LifeStyle Properties, Inc.’s Quarterly Report on Form 10-Q forXBRL Instance Document - the quarter ended September 30, 2017 formattedinstance document does not appear in the Interactive Data File because its 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.tags are embedded within the Inline XBRL document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
104 | Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) |
The following documents are incorporated by reference.
(a)Included as an exhibit to our Report on Form 8-K dated April 19, 2021
* Filed herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| EQUITY LIFESTYLE PROPERTIES, INC. |
| | |
Date: April 25, 2023 | EQUITY LIFESTYLE PROPERTIES, INC. |
By: | | |
Date: October 31, 2017 | By: | /s/ Marguerite Nader |
| | Marguerite Nader |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Date: October 31, 2017April 25, 2023 | By: | /s/ Paul Seavey |
| | Paul Seavey |
| | Executive Vice President and Chief Financial Officer and Treasurer |
| | (Principal Financial Officer) |
| | |
Date: April 25, 2023 | By: | /s/ Valerie Henry |
| | Valerie Henry |
| | Senior Vice President and Chief Accounting Officer |
| | (Principal Accounting Officer) |