Exhibit 99.1
News Release
For information contact:
Sherry Magee
Senior Vice President Communications
CNL Financial Group
(407) 650-1223
CNL LIFESTYLE PROPERTIES ANNOUNCES FOURTH QUARTER 2013 RESULTS
(ORLANDO, Fla.) March 31, 2014 — CNL Lifestyle Properties, Inc., a real estate investment trust (“we,” “our” or “us”), today announced its operating results for the fourth quarter ended Dec. 31, 2013. As of March 14, 2014, we owned a portfolio of 145 lifestyle properties, 73 of which are wholly-owned and run by operators under long-term, triple-net leases with a weighted average straight-line lease rate of 8.6 percent, 63 of which are managed by independent operators, one of which is an unimproved land parcel and eight of which are owned through unconsolidated joint ventures. All of the properties owned through joint ventures are leased. Diversification by asset class based on initial purchase price is 25 percent ski and mountain lifestyle, 22 percent attractions, 19 percent golf, 16 percent senior housing, 12 percent additional lifestyle properties and 6 percent marinas.
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Financial Highlights
The following table presents selected comparable financial data through Dec. 31, 2013 (in millions except ratios and per share data):
| | | | | | | | | | | | | | | | |
| | | Quarter ended | | | Year ended | |
| | | Dec. 31, | | | Dec. 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Total revenues | | $ | 101.1 | | | $ | 94.4 | | | $ | 512.8 | | | $ | 472.5 | |
Total expenses | | | 318.5 | | | | 131.8 | | | | 742.6 | | | | 485.6 | |
Impairment provision | | | 205.8 | | | | 0.0 | | | | 248.3 | | | | 0.0 | |
Net loss | | | (252.3 | ) | | | (55.0 | ) | | | (252.5 | ) | | | (76.1 | ) |
Net loss per share | | | (0.79 | ) | | | (0.17 | ) | | | (0.79 | ) | | | (0.24 | ) |
FFO | | | (43.3 | ) | | | (10.1 | ) | | | 67.2 | | | | 97.7 | |
FFO per share | | | (0.13 | ) | | | (0.03 | ) | | | 0.21 | | | | 0.31 | |
MFFO | | | 13.1 | | | | 9.5 | | | | 122.9 | | | | 114.3 | |
MFFO per share | | | 0.04 | | | | 0.03 | | | | 0.39 | | | | 0.37 | |
Adjusted EBITDA | | | 28.0 | | | | 27.9 | | | | 186.6 | | | | 168.1 | |
Cash flows from operating activities | | | | 135.5 | | | | 87.9 | |
| | | | |
As of Dec. 31, 2013: | | | |
Total assets | | $ | 2,700.7 | |
Total debt | | | 1,204.6 | |
Leverage ratio | | | 44.6 | % * |
| * | 48.1% including our share of unconsolidated assets and debts |
See detailed financial information and full reconciliation of Funds from Operations (“FFO”), Modified Funds from Operations (“MFFO”) and Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which are non Generally Accepted Accounting Principles (“GAAP”) measures, below.
Fourth Quarter 2013 Highlights
Total Revenues:Total revenues increased $6.7 million or 7.1 percent as compared to the fourth quarter of 2012.
Total Expenses:Total expenses increased $186.7 million or 141.7 percent as compared to the fourth quarter of 2012, which includes an impairment provision of $205.8 million recorded in 2013 on certain properties primarily due to our decision to market and sell our golf portfolio. Excluding impairment charges, total expenses decreased $19.1 million or 14.5 percent as compared to the fourth quarter of 2012.
Net Loss:Net loss increased $197.3 million or 358.8 percent as compared to the fourth quarter of 2012. Excluding impairment charges, net loss improved $26.6 million or 48.7 percent as compared to the fourth quarter of 2012.
FFO and FFO Per Share:FFO and FFO per share decreased $33.2 million and $0.10 per share, respectively, as compared to the fourth quarter of 2012 primarily as a result of certain impairment provisions related to our golf portfolio that were not added back for purposes of deriving FFO. Excluding those impairment provisions, FFO increased $24.9 million or $0.08 per share.
MFFO and MFFO Per Share:MFFO and MFFO per share increased $3.6 million and $0.01 per share, respectively, as compared to the fourth quarter of 2012.
Page 3/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Adjusted EBITDA:Adjusted EBITDA was unchanged at $28.0 million in the fourth quarter as compared to $27.9 million in 2012.
Full Year 2013 Highlights
Total Revenues:Total revenues increased $40.3 million or 8.5 percent as compared to 2012.
Total Expenses: Total expenses increased $257.1 million or 52.9 percent as compared to 2012, which includes an impairment provision of $248.3 million recorded in 2013 as compared to $10,000 recorded in 2012. Excluding the impairment charges, total expenses increased $8.8 million or 1.8 percent as compared to 2012.
Net Loss: Net loss increased $176.5 million or 232.0 percent as compared to 2012. The increase in loss was primarily attributable to the impairment provisions recorded on our golf properties, as discussed above, and our decision to no longer pursue the development of and market for sale an unimproved parcel of land. Excluding these impairment charges, net loss improved $92.4 million or 122.5 percent as compared to 2012 as a result of (i) the recording of a gain of $55.4 million in connection with the sale of our interests in 42 senior housing properties that were held through three unconsolidated joint ventures; (ii) an increase in rental income from leased properties and net operating income from managed properties related to properties acquired during 2012 and 2013; (iii) an increase in “same-store” rental income from leased properties and net operating income from managed properties primarily relating to our senior housing properties and ski and mountain lifestyle properties as a result of a strong 2012/2013 ski season; and (iv) a decrease in asset management fees, acquisition fees and expenses, other operating expenses and loss on lease terminations offset by an increase interest expense and loan cost amortization.
FFO and FFO Per Share:FFO and FFO per share decreased $30.5 million and $0.10 per share, respectively, as compared to 2012. The decrease in FFO and FFO per share is primarily attributable to (i) certain impairment provisions related to our golf portfolio that were not added back for purposes of deriving FFO; (ii) a reduction in FFO contribution from unconsolidated entities relating to the sale of our interests in 42 senior housing properties held through three unconsolidated joint ventures; and (iii) an increase in interest expense and loan cost amortization. These factors decreasing FFO were partially offset by (i) an increase in rental income from leased properties and net operating income from managed properties related to properties acquired during 2013, (ii) an increase in “same-store” rental income from leased properties and net operating income from managed properties primarily relating to our senior housing properties and ski and mountain lifestyle properties as a result of a strong 2012/2013 ski season; and (iii) a decrease in asset management fees, acquisition fees and expenses, other operating expenses and loss on lease terminations. Excluding impairment changes, FFO increased $27.5 million or $0.08 per share.
MFFO and MFFO Per Share:MFFO and MFFO per share increased $8.6 million and $0.02 per share, respectively, as compared to 2012. The increase in MFFO and MFFO per share is primarily attributable to (i) an increase in rent payments from leased properties (rental revenue excluding straight-line adjustments for GAAP) and net operating income from managed properties acquired during 2013; (ii) an increase in “same-store” rent payments from leased properties and net operating income from managed properties primarily relating to our senior housing properties and ski and mountain lifestyle properties as a result of a strong 2012/2013 ski season; and (iii) a decrease in asset management fees and other operating expenses. The increases were partially offset by a reduction in MFFO contribution from unconsolidated entities relating to the sale of our interests in 42 senior housing properties held through three unconsolidated joint ventures and an increase in interest expense and loan cost amortization.
Page 4/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Adjusted EBITDA: Adjusted EBITDA increased $18.5 million or 11.0 percent as compared to 2012. Similar to the increases in MFFO and MFFO per share, the increase in Adjusted EBITDA was primarily attributable to an increase in rent payments from leased properties (rental revenue excluding straight-line adjustments for GAAP) and net operating income from managed properties acquired during 2013 and increases from our “same-store” ski and mountain lifestyle and senior housing properties as well as decrease in asset management fees and other operating expenses. The increases were partially offset by a decrease in cash distributions from unconsolidated entities due to the sale of our interests in 42 senior housing properties held through three unconsolidated joint ventures and an increase in interest expense and loan cost amortization.
Portfolio Performance
Although property-level operating results are not necessarily indicative of our consolidated results of operations for properties where we have long-term leases and report rental income and the cash flows we receive from our unconsolidated joint ventures, we believe that the property-level financial and operational performance reported to us by our tenants and operators is useful because it is representative of the health of our properties and trends in our portfolio. The following table summarizes the Company’s “same-store” comparable consolidated properties that we have owned during the entirety of both periods presented and includes information for both leased and managed properties. Property-level financial and operational performance from our unconsolidated properties has been excluded because we do not believe it is as relevant and meaningful, particularly since we are entitled to receive cash distribution preferences where we receive a stated return on our investment each year ahead of our partners. We have not included performance data on acquisitions during the current periods presented because we did not own those properties during the entirety of both periods (in thousands except coverage ratio):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Quarter Ended Dec. 31, | | | | | | | |
| | | Number | | | 2013 | | | 2012 | | | Increase/(Decrease) | |
| | | of Properties | | | Revenue | | | EBITDA | | | Revenue | | | EBITDA | | | Revenue | | | EBITDA | |
Ski and mountain lifestyle | | | 17 | | | $ | 103,838 | | | $ | 14,293 | | | $ | 114,500 | | | $ | 25,518 | | | | -9.3 | % | | | -44.0 | % |
Golf | | | 48 | | | | 34,900 | | | | 6,855 | | | | 35,840 | | | | 6,834 | | | | -2.6 | % | | | 0.3 | % |
Attractions | | | 21 | | | | 23,831 | | | | (5,372 | ) | | | 20,713 | | | | (7,748 | ) | | | 15.1 | % | | | 30.7 | % |
Senior housing | | | 10 | | | | 9,344 | | | | 2,796 | | | | 8,863 | | | | 2,759 | | | | 5.4 | % | | | 1.3 | % |
Marinas | | | 17 | | | | 6,124 | | | | 1,310 | | | | 6,920 | | | | 2,423 | | | | -11.5 | % | | | -45.9 | % |
Additional lifestyle | | | 1 | | | | 1,372 | | | | 440 | | | | 1,271 | | | | 524 | | | | 7.9 | % | | | -16.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 114 | | | $ | 179,409 | | | $ | 20,322 | | | $ | 188,107 | | | $ | 30,310 | | | | -4.6 | % | | | -33.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Year Ended Dec. 31, | | | | | | | | | TTM
Rent
Coverage * | |
| | | Number
of Properties | | | 2013 | | | 2012 | | | Increase/(Decrease) | | |
| | | | Revenue | | | EBITDA * | | | Revenue | | | EBITDA * | | | Revenue | | | EBITDA | | |
Ski and mountain lifestyle | | | 17 | | | $ | 444,174 | | | $ | 114,679 | | | $ | 409,568 | | | $ | 94,418 | | | | 8.4 | % | | | 21.5 | % | | | 1.51x | |
Golf | | | 48 | | | | 157,964 | | | | 38,815 | | | | 160,305 | | | | 37,049 | | | | -1.5 | % | | | 4.8 | % | | | 1.44x | |
Attractions | | | 21 | | | | 226,813 | | | | 51,273 | | | | 222,928 | | | | 48,392 | | | | 1.7 | % | | | 6.0 | % | | | 1.74x | |
Senior housing | | | 10 | | | | 36,530 | | | | 11,557 | | | | 34,632 | | | | 11,043 | | | | 5.5 | % | | | 4.7 | % | | | n/a | |
Marinas | | | 17 | | | | 33,905 | | | | 11,652 | | | | 34,416 | | | | 12,436 | | | | -1.5 | % | | | -6.3 | % | | | 0.59x | |
Additional lifestyle | | | 1 | | | | 5,033 | | | | 2,081 | | | | 5,549 | | | | 2,753 | | | | -9.3 | % | | | -24.4 | % | | | n/a | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 114 | | | $ | 904,419 | | | $ | 230,057 | | | $ | 867,398 | | | $ | 206,091 | | | | 4.3 | % | | | 11.6 | % | | | 1.48x | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| * | As of Dec. 31, 2013, on trailing 12-month (“TTM”) basis for properties subject to lease calculated as property-level EBITDA before recurring capital expenditures divided by base rent. |
Overall, for the quarter ended Dec. 31, 2013, our same-store tenants and managers reported to us a decrease in revenue and property-level EBITDA of 4.6 percent and 33.0 percent, respectively, as compared to the same period in the prior year. The decrease was in large part due to our ski and mountain lifestyle properties which experienced a decrease in the level of snow during the 2013/2014 season as compared to the 2012/2013 season, particularly in California and the Pacific Northwest, which experienced drought conditions along with unusually warm temperatures. Excluding our ski and mountain lifestyle properties, our comparable properties reported an increase in revenue and property-level EBITDA of 2.7 percent and 25.9 percent, respectively. Poor snow conditions have persisted into 2014, especially in California, where tenants at two of our properties are experiencing financial challenges. We will continue to monitor these properties and tenants very closely during the remainder of the season and into the summer. For the season to date through February 2014, our ski operators have reported a 8.8 percent decrease in property-level revenues as compared to the same period for the prior ski season. Excluding our five California and Pacific Northwest resorts, season to date revenues through February 2014 were up 2.3 percent for the balance of the portfolio.
Overall, for the year ended Dec. 31, 2013, our same-store tenants and managers reported to us an increase in revenue and property-level EBITDA of 4.3 percent and 11.6 percent, respectively, as compared to the same period in the prior year. The increases were primarily attributable to our ski and mountain lifestyle and attractions properties. Our ski and lifestyle properties finished the 2012/2013 ski season with skier visits totaling 6.05 million, up 10.4 percent over the prior year as a result of the return to normal levels of natural snowfall and favorable snowmaking conditions during the first quarter of 2013 as compared to low levels of natural snowfall for the same period in 2012. In addition, our ski and lifestyle properties experienced an increase in summer-based activities, which include scenic chairlift rides, mountain biking, zip lining and other attractions activities, due to favorable weather and the impact of new summer-based capital improvements. Our attractions properties experienced an increase in revenue due to increases in pricing and in-park spending as compared to the same period in 2012. Our senior housing properties experienced increases driven by increases in the average rate paid by our residents. These increases in revenue were offset by declines for our golf properties, marinas and our additional lifestyle property. Our golf properties experienced a decrease in rounds played during 2013 as a direct result of the unusually warm weather conditions experienced during 2012 as compared to colder and wetter conditions in 2013; however, operator-driven efficiencies resulted in a 4.8 percent increase in EBITDA for the year ended Dec. 31, 2013. Our marina properties experienced some minor declines, mostly driven by a reduction in
Page 6/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
slip rental revenues, concentrated in the California market where competition and price sensitivity were more pronounced and the economy has been slower to recover. They were also impacted by the lengthy transition process for 11 of our marinas when, in the middle of 2013, our tenant filed for bankruptcy protection in response to our effort to terminate their leases. In the fourth quarter, the tenant withdrew its bankruptcy petition and we were then able to work through orderly lease terminations and the transition of these properties to new operators. Our additional lifestyle property, which is a multi-family rental complex, experienced decreases due to the renovation of 247 apartment units (out of 540 units) that commenced during early 2012 and was completed in August 2013.
When evaluating our senior housing properties’ performance, management reviews operating statistics of the underlying properties, including revenue per occupied unit (“RevPOU”) and occupancy levels. RevPOU, which is defined as total revenue divided by number of occupied units, is a widely used performance metric within the healthcare sector. As of Dec. 31, 2013, the managers of our ten comparable, consolidated properties reported to us an increase in occupancy of 0.1 percent as compared to the same period in 2012 and an increase in average RevPOU of 6.1 percent, for the year ended Dec. 31, 2013, as compared to the same period in 2012. The increases in occupancy and RevPOU were primarily due to strong demand and resultant ability to drive rate increases at the properties. As of Dec. 31, 2013, occupancy for our 29 total senior housing properties was 91.3 percent.
The following table presents same-store unaudited property-level information of our senior housing properties as of and for the years ended Dec. 31, 2013, and 2012 (in thousands):
| | | | | | | | | | | | | | | | |
| | | Number
of
Properties | | | Occupancy | | | Increase/
(Decrease) | |
| | | | As of Dec. 31, | | |
| | | | 2013 | | | 2012 | | |
Senior housing | | | 10 | | | | 98.4 | % | | | 98.3 | % | | | 0.1 | % |
| | | |
| | | | | | RevPOU | | | | |
| | | Number
of
Properties | | | For the year ended
Dec. 31, | | | Increase/
(Decrease) | |
| | | | 2013 | | | 2012 | | |
Senior housing | | | 10 | | | $ | 3,516 | | | $ | 3,314 | | | | 6.1 | % |
Acquisitions
During the year ended Dec. 31, 2013, we acquired nine senior housing communities and two attractions properties located in various states for an aggregate purchase price of $244.9 million.
Page 7/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Assets Held for Sale
As of Dec. 31, 2013, we classified 12 properties as held for sale, seven of which are held in unconsolidated joint ventures.
Dispositions
During the year ended Dec. 31, 2013, we completed the sale of four properties (one golf, two family entertainment center attractions and one additional lifestyle property) and received aggregate net sales proceeds of approximately $12.4 million and a note for approximately $0.3 million. In connection with these transactions, we recorded an aggregate gain of approximately $2.4 million.
In July 2013, we completed the sale of our interests in 42 senior housing properties held through CNLSun I, CNLSun II, CNLSun III, our unconsolidated joint ventures, as a result of Sunrise Living Investments, Inc., our venture partner, exercising its purchase option in the aforementioned ventures. In connection with the transaction, we received aggregate sales proceeds of approximately $195.4 million, net of transaction costs, and recorded aggregate gains of approximately $55.4 million.
Distributions
For the year ended Dec. 31, 2013, we declared and paid distributions of approximately $135.5 million ($0.4252 per share). Our Board of Directors will continue to evaluate the level of distributions going forward, which will be based on a variety of factors including current and expected future cash flows from our properties.
Redemptions
For the year ended Dec. 31, 2013, we redeemed approximately $12.0 million.
Estimated Fair Value per Share
In order to assist broker dealers with their obligations under applicable Financial Industry Regulatory Authority (“FINRA”) rules with respect to customer account statements and to assist fiduciaries in discharging their obligations under Employee Retirement Income Security Act (“ERISA”) reporting requirements, we will evaluate the estimated fair value of the Company’s shares on an annual basis. On March 4, 2014, our Board of Directors approved a revised estimated net asset value (“NAV”) per share of $6.85 as of Dec. 31, 2013, and amended the distribution reinvestment plan (“DRP”) so that shares under our DRP would be sold at the new estimated NAV per share of $6.85 rather than a discount to the NAV.
Page 8/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except per share data)
| | | | | | | | |
| | | Dec. 31, | |
| | | 2013 | | | 2012 | |
ASSETS | | | | | | | | |
Real estate investment properties, net (including $184,306 and $207,516 related to consolidated variable interest entities, respectively) | | $ | 2,068,973 | | | $ | 2,176,357 | |
Investments in unconsolidated entities | | | 132,324 | | | | 287,339 | |
Mortgages and other notes receivable, net | | | 117,963 | | | | 124,730 | |
Assets held for sale, net | | | 90,794 | | | | 5,743 | |
Cash | | | 71,574 | | | | 73,224 | |
Deferred rent and lease incentives | | | 57,378 | | | | 109,507 | |
Other assets | | | 52,310 | | | | 63,655 | |
Restricted cash | | | 51,335 | | | | 40,316 | |
Intangibles, net | | | 36,922 | | | | 35,457 | |
Accounts and other receivables, net | | | 21,080 | | | | 21,700 | |
| | | | | | | | |
Total Assets | | $ | 2,700,653 | | | $ | 2,938,028 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Mortgages and other notes payable (including $87,095 and $80,481 related to non-recourse debt of consolidated variable interest entities, respectively) | | $ | 760,192 | | | $ | 649,002 | |
Senior notes, net of discount | | | 394,419 | | | | 394,100 | |
Other liabilities | | | 76,816 | | | | 47,445 | |
Line of credit | | | 50,000 | | | | 95,000 | |
Accounts payable and accrued expenses | | | 49,823 | | | | 40,064 | |
Due to affiliates | | | 1,025 | | | | 986 | |
| | | | | | | | |
Total Liabilities | | | 1,332,275 | | | | 1,226,597 | |
| | | | | | | | |
Stockholders’ equity: | | | | | | | | |
Preferred stock, $.01 par value per share 200 million shares authorized and unissued | | | — | | | | — | |
Excess shares, $.01 par value per share 120 million shares authorized and unissued | | | — | | | | — | |
Common stock, $.01 par value per share | | | | | | | | |
One billion shares authorized; 345,114 and 337,213 shares issued and 322,627 and 316,371 shares outstanding as of December 31, 2013 and 2012, respectively | | | 3,226 | | | | 3,164 | |
Capital in excess of par value | | | 2,846,265 | | | | 2,803,346 | |
Accumulated deficit | | | (401,985 | ) | | | (149,446 | ) |
Accumulated distributions | | | (1,073,422 | ) | | | (937,972 | ) |
Accumulated other comprehensive loss | | | (5,706 | ) | | | (7,661 | ) |
| | | | | | | | |
Total Stockholders’ Equity | | | 1,368,378 | | | | 1,711,431 | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 2,700,653 | | | $ | 2,938,028 | |
| | | | | | | | |
Page 9/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
| | | | | | | | | | | | | | | | |
| | | Quarter Ended
Dec. 31, | | | Year Ended
Dec. 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental income from operating leases | | $ | 40,152 | | | $ | 41,464 | | | $ | 163,242 | | | $ | 159,682 | |
Property operating revenues | | | 57,909 | | | | 49,432 | | | | 336,439 | | | | 299,863 | |
Interest income on mortgages and other notes receivable | | | 3,085 | | | | 3,530 | | | | 13,120 | | | | 12,997 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 101,146 | | | | 94,426 | | | | 512,801 | | | | 472,542 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | | 54,693 | | | | 51,628 | | | | 262,062 | | | | 238,978 | |
Asset management fees to advisor | | | 8,018 | | | | 9,153 | | | | 34,683 | | | | 35,725 | |
General and administrative | | | 5,139 | | | | 4,266 | | | | 18,591 | | | | 18,668 | |
Ground lease and permit fees | | | 3,307 | | | | 3,896 | | | | 15,356 | | | | 14,482 | |
Acquisition fees and costs | | | 1,219 | | | | 1,070 | | | | 3,141 | | | | 4,450 | |
Other operating expenses | | | 1,350 | | | | 4,687 | | | | 6,791 | | | | 8,684 | |
Bad debt expense | | | 344 | | | | 770 | | | | 6,331 | | | | 5,510 | |
Impairment provision | | | 205,816 | | | | 10 | | | | 248,268 | | | | 10 | |
(Gain) loss on lease terminations | | | (2,705 | ) | | | 21,950 | | | | (2,705 | ) | | | 25,177 | |
Loan loss provision | | | 3,104 | | | | — | | | | 3,104 | | | | 1,699 | |
Depreciation and amortization | | | 38,220 | | | | 34,394 | | | | 147,022 | | | | 132,206 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 318,505 | | | | 131,824 | | | | 742,644 | | | | 485,589 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | (217,359 | ) | | | (37,398 | ) | | | (229,843 | ) | | | (13,047 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest and other income (expense) | | | (356 | ) | | | 859 | | | | 327 | | | | 1,198 | |
Interest expense and loan cost amortization | | | (17,470 | ) | | | (16,747 | ) | | | (70,762 | ) | | | (66,825 | ) |
Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | (4 | ) |
Bargain purchase gain | | | — | | | | — | | | | 2,653 | | | | — | |
Gain from sale of unconsolidated entities | | | — | | | | — | | | | 55,394 | | | | — | |
Equity in earnings (loss) of unconsolidated entities | | | 2,519 | | | | (253 | ) | | | 11,701 | | | | 5,521 | |
| | | | | | | | | | | | | | | | |
Total other expense | | | (15,307 | ) | | | (16,141 | ) | | | (687 | ) | | | (60,110 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (232,666 | ) | | | (53,539 | ) | | | (230,530 | ) | | | (73,157 | ) |
Loss from discontinued operations | | | (19,662 | ) | | | (1,462 | ) | | | (22,009 | ) | | | (2,916 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (252,328 | ) | | $ | (55,001 | ) | | $ | (252,539 | ) | | $ | (76,073 | ) |
| | | | | | | | | | | | | | | | |
Loss per share of common stock (basic and diluted) | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.72 | ) | | $ | (0.17 | ) | | $ | (0.72 | ) | | $ | (0.24 | ) |
Discontinued operations | | | (0.06 | ) | | | (0.00 | ) | | | (0.07 | ) | | | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Loss per share | | $ | (0.79 | ) | | $ | (0.17 | ) | | $ | (0.79 | ) | | $ | (0.24 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of shares of common stock outstanding (basic and diluted) | | | 321,063 | | | | 314,858 | | | | 318,742 | | | | 312,309 | |
| | | | | | | | | | | | | | | | |
Page 10/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Non-GAAP Supplemental Financial Measures
The Company computes its financial results in accordance with GAAP. Although FFO, MFFO and Adjusted EBITDA are non-GAAP financial measures, the Company believes FFO, MFFO, and Adjusted EBITDA calculations are helpful to stockholders and are widely recognized measures of real estate investment trust (“REIT”) operating performance. Pursuant to the requirements of Regulation G, the Company has provided reconciliations to these non-GAAP measures to the most directly comparable GAAP measures.
The Company calculates and reports FFO in accordance with the definitional and interpretive guidelines established by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and real estate impairment write-downs, plus depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. The Company’s FFO calculation complies with NAREIT’s guidance described above. The Company believes that FFO, together with the GAAP measure of net income (loss), provides useful information to investors regarding the Company’s operating performance because it is a measure of the Company’s operations without regard to specific non-cash items, such as depreciation and amortization and asset impairment write-downs.
The Company calculates and reports MFFO in accordance with the Investment Program Association’s (“IPA”)Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, (the “Practice Guideline”), issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income (loss): acquisition fees and expenses; amounts relating to the write-off of deferred rent receivables and other lease-related assets as well as amortization of above and below market leases and liabilities (which are adjusted in order to remove the impact of GAAP straight-line adjustments from rental revenues); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income (loss); nonrecurring gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; elimination of adjustments relating to contingent purchase price obligations where such adjustments have been included in the derivation of GAAP net income (loss); unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The Company believes that MFFO is useful to investors in evaluating its performance because the exclusion of certain recurring and nonrecurring items described above provide useful supplemental information regarding its ongoing performance, and that MFFO, when combined with the primary GAAP measure of income (loss), is beneficial to a complete understanding of its operating performance.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs may not be meaningful. FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations or as an indication of its
Page 11/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. Stockholders and investors should not rely on FFO and MFFO as a substitute for any GAAP measure. MFFO has limitations as a performance measure in an offering such as the Company’s where the price of a share of common stock is a stated value or based on an estimated net asset value. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and, in particular, after the offering and acquisition stages are complete and net asset value is disclosed. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO and MFFO.
The Company defines Adjusted EBITDA as net income (loss), less discontinued operations and other income, plus (i) net interest expense and loan cost amortization and (ii) depreciation and amortization, as further adjusted for the impact of equity in earnings (loss) of our unconsolidated entities, straight-line adjustment for leased properties and mortgages and other rents receivable, cash distributions from unconsolidated entities, and certain other non-recurring items that the Company does not consider indicative of its ongoing operating performance. These further adjustments are itemized in the table below. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
The Company presents Adjusted EBITDA because it believes it assists investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance.
For additional information, please refer to the Company’s discussion of FFO, MFFO and Adjusted EBITDA included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the year ended Dec. 31, 2013, filed with the United States Securities and Exchange Commission on March 31, 2014.
Page 12/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Funds from Operations and Modified Funds from Operations
| | | | | | | | | | | | | | | | |
Net loss | | $ | (252,328 | ) | | $ | (55,001 | ) | | $ | (252,539 | ) | | $ | (76,073 | ) |
Adjustments: | | | | | | | | | | | | | | | | |
Depreciation and amortization(1) | | | 39,146 | | | | 35,238 | | | | 150,311 | | | | 135,557 | |
Impairment of real estate assets(1) | | | 166,252 | | | | 413 | | | | 211,443 | | | | 680 | |
Gain on sale of real estate investment(1) | | | (299 | ) | | | (1 | ) | | | (2,384 | ) | | | (288 | ) |
Gain on sale of unconsolidated entites(7) | | | — | | | | — | | | | (55,394 | ) | | | — | |
Net effect of FFO adjustment from unconsolidated entities (2) | | | 3,932 | | | | 9,282 | | | | 15,752 | | | | 37,862 | |
| | | | | | | | | | | | | | | | |
Total funds from operations | | $ | (43,297 | ) | | $ | (10,069 | ) | | $ | 67,189 | | | $ | 97,738 | |
| | | | | | | | | | | | | | | | |
Acquisition fees and expenses(3) | | $ | 1,219 | | | $ | 1,070 | | | $ | 3,141 | | | $ | 4,450 | |
Straight-line adjustments for leases and notes receivable(1) (4) | | | (2,512 | ) | | | (2,018 | ) | | | (6,014 | ) | | | (14,736 | ) |
Amortization of above/below market intangible assets and liabilities (1) | | | 353 | | | | 400 | | | | 1,383 | | | | 607 | |
Loss from early extinguishment of debt(6) | | | — | | | | — | | | | — | | | | 4 | |
(Gains) write-off of lease related costs(5) | | | 54,204 | | | | 20,103 | | | | 54,204 | | | | 23,669 | |
Loan loss provision | | | 3,104 | | | | — | | | | 3,104 | | | | 1,699 | |
Accretion of discounts/amortization of premiums for debt investments | | | 3 | | | | 4 | | | | 12 | | | | 645 | |
MFFO adjustments from unconsolidated entities:(2) | | | | | | | | | | | | | | | | |
Straight-line adjustments for leases and notes receivable | | | 15 | | | | 27 | | | | (160 | ) | | | 269 | |
Amortization of above/below market intangible assets and liabilities | | | 13 | | | | (4 | ) | | | 52 | | | | (18 | ) |
| | | | | | | | | | | | | | | | |
Modified funds from operations | | $ | 13,102 | | | $ | 9,513 | | | $ | 122,911 | | | $ | 114,327 | |
| | | | | | | | | | | | | | | | |
Weighted average number of shares of common stock outstanding (basic and diluted) | | | 321,063 | | | | 314,858 | | | | 318,742 | | | | 312,309 | |
| | | | | | | | | | | | | | | | |
FFO per share (basic and diluted) | | $ | (0.13 | ) | | $ | (0.03 | ) | | $ | 0.21 | | | $ | 0.31 | |
| | | | | | | | | | | | | | | | |
MFFO per share (basic and diluted) | | $ | 0.04 | | | $ | 0.03 | | | $ | 0.39 | | | $ | 0.37 | |
| | | | | | | | | | | | | | | | |
FOOTNOTES:
| (1) | Includes amounts related to the properties that are classified as assets held for sale and for which the related results are classified as income (loss) from discontinued operations in the accompanying consolidated statements of operations. |
In 2013, we recorded an impairment provision on certain properties primarily due to a potential change in our holding periods for those properties or a change in plan not to pursue development at our unimproved land. The add back for impairment provisions to FFO does not include approximately $58.1 million in impairments of deferred rent and lease incentives that were also
Page 13/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
triggered by a reduction in our estimated holding periods for certain properties. While impairment charges are excluded from the calculation of FFO, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.
| (2) | This amount represents the Company’s share of the FFO or MFFO adjustments allowable under the NAREIT or IPA definitions, respectively, multiplied by the percentage of income or loss recognized under the hypothetical liquidation book value (“HLBV”) method. |
| (3) | In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. By adding back acquisition fees and expense relating to business combinations, management believes MFFO provides useful supplemental information of its operating performance and will also allow comparability between real estate entities regardless of their level of acquisition activities. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property. |
| (4) | Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance. |
| (5) | Management believes that adjusting for gains or write-offs of lease-related assets is appropriate because they are non-recurring, non-cash adjustments that may not be reflective of our ongoing operating performance. In Dec. 31, 2013, we recorded an impairment provisions totaling $58.1 million for deferred rent and lease incentives which resulted from a change in our expected holding periods for those properties. |
| (6) | Loss (gain) of extinguishment of debt includes legal fees incurred with the transaction, prepayment penalty fees and write-off of unamortized loan costs, as applicable. |
| (7) | In July 2013, we completed the sale of our interests in 42 senior housing properties held through three unconsolidated joint ventures. |
Page 14/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
Set forth below is a reconciliation of Adjusted EBITDA to net loss (in thousands):
| | | | | | | | | | | | | | | | |
| | | Quarter Ended
Dec. 31, | | | Year Ended
Dec. 31, | |
| | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Net loss | | $ | (252,328 | ) | | $ | (55,001 | ) | | $ | (252,539 | ) | | $ | (76,073 | ) |
Loss on discontinued operations | | | 19,662 | | | | 1,462 | | | | 22,009 | | | | 2,916 | |
Interest and other (income) expense | | | 356 | | | | (859 | ) | | | (327 | ) | | | (1,198 | ) |
Bargain purchase gain(4) | | | — | | | | — | | | | (2,653 | ) | | | — | |
Interest expense and loan cost amortization | | | 17,470 | | | | 16,747 | | | | 70,762 | | | | 66,825 | |
Equity in (earnings) loss of unconsolidated entities(1) | | | (2,519 | ) | | | 253 | | | | (11,701 | ) | | | (5,521 | ) |
Cash distributions from unconsolidated entities(1) | | | 3,479 | | | | 10,947 | | | | 26,769 | | | | 36,743 | |
Gain on sale of unconsolidated entities(3) | | | — | | | | — | | | | (55,394 | ) | | | — | |
Loss from early extinguishment of debt | | | — | | | | — | | | | — | | | | 4 | |
Depreciation and amortization | | | 38,220 | | | | 34,394 | | | | 147,022 | | | | 132,206 | |
Loan loss provision | | | 3,104 | | | | — | | | | 3,104 | | | | 1,699 | |
Gain (loss) on lease terminations | | | (2,705 | ) | | | 21,951 | | | | (2,705 | ) | | | 25,177 | |
Impairment provision | | | 205,816 | | | | 10 | | | | 248,268 | | | | 10 | |
Straight-line adjustments for leases and notes receivables(2) | | | (2,512 | ) | | | (2,018 | ) | | | (6,014 | ) | | | (14,736 | ) |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 28,043 | | | $ | 27,886 | | | $ | 186,601 | | | $ | 168,052 | |
| | | | | | | | | | | | | | | | |
FOOTNOTES:
| (1) | Investments in the Company’s unconsolidated joint ventures are accounted for under the HLBV method of accounting. Under this method, the Company recognizes income or loss based on the change in liquidating proceeds it would receive from a hypothetical liquidation of its investments based on depreciated book value. The Company adjusts EBITDA for equity in earnings (loss) of its unconsolidated entities because it believes this is not reflective of the joint ventures operations or cash flows available for distributions to the Company. The Company believes cash distributions from its unconsolidated entities, exclusive of any financing transactions, are reflective of its operating performance and its impact to the Company and have been added back to adjusted EBITDA above. For the year ended Dec. 31, 2013, cash distributions from unconsolidated entities excludes approximately $5.3 million in return of capital. For the year ended Dec. 31, 2012, cash distributions from unconsolidated entities excludes approximately $3.4 million in return of capital. |
| (2) | The Company believes that adjusting for straight-line adjustments for leased properties and mortgages and other notes receivable is appropriate because they are non-cash adjustments and reflect the actual cash receipts received by the Company from tenants and borrowers. |
| (3) | In July 2013, we completed the sale of our interests in 42 senior housing properties held through three unconsolidated joint ventures. |
| (4) | In connection with an acquisition of an attraction property, we recorded a bargain purchase gain as a result of the fair value of the net assets acquired exceeding the consideration transferred. |
Page 15/CNL Lifestyle Properties Announces Fourth Quarter 2013 Results
About CNL Lifestyle Properties
CNL Lifestyle Properties, Inc. is a real estate investment trust that owns a portfolio of 145 properties in the United States and Canada in the lifestyle sectors. Headquartered in Orlando, Fla., CNL Lifestyle Properties specializes in the acquisition of ski and mountain lifestyle, attractions, golf, marinas, senior housing and additional lifestyle properties. For more information, visit www.CNLLifestyleREIT.com.
About CNL Financial Group
CNL Financial Group (CNL) is a leading private investment management firm providing global real estate and alternative investments. Since inception in 1973, CNL and/or its affiliates have formed or acquired companies with more than $28 billion in assets. CNL is headquartered in Orlando, Florida.
Caution Concerning Forward-Looking Statements
The information above contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to, the factors detailed in our Annual Report on Form 10-K for the year ended Dec. 31, 2013, and other documents filed from time to time with the U.S. Securities and Exchange Commission.
Some factors that might cause such a difference include, but are not limited to, the following: risks associated with our investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; our failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance our business activities, including refinancing and interest rate risk and our failure to comply with debt covenants; failure to successfully manage growth or integrate acquired properties and operations; our ability to make necessary improvements to properties on a timely or cost-efficient basis; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting our properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of our accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; uninsured losses or losses in excess of our insurance coverage; the impact of outstanding and/or potential litigation; risks associated with our tax structuring; failure to maintain our REIT qualification; and our ability to protect our intellectual property and the value of our brand. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
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