Sun Communities, Inc. Reports 2017 First Quarter Results

 

NEWS RELEASE
April 27, 2017

Southfield, Michigan, April 27, 2017 - Sun Communities, Inc. (NYSE: SUI) (the "Company"), a real estate investment trust ("REIT") that owns and operates, or has an interest in, manufactured housing ("MH") and recreational vehicle ("RV") communities, today reported its first quarter results. 

Financial Results for the Three Months Ended March 31, 2017

For the three months ended March 31, 2017, total revenues increased $59.8 million, or 34.2 percent, to $234.4 million compared to $174.6 million for the same period in 2016. Net income attributable to Common Stockholders was $21.1 million, or $0.29 per diluted common share, as compared to net income attributable to Common Stockholders of $7.9 million, or $0.14 per diluted common share, for the same period in 2016.

Non-GAAP Financial Measures and Portfolio Performance

For the three months ended March 31, 2017:

• Funds from Operations ("FFO")⁽¹⁾ excluding certain items was $1.10 per diluted share and OP unit ("Share") as compared to $0.90 for the same period in 2016, an increase of 22.2 percent.
   
• Revenue producing sites increased by 687 sites, as compared to an increase of 592 sites in the same period in 2016.
   
• Home sales volumes increased by 8.0 percent as compared to the same period in 2016.
   
• Same Community Net Operating Income ("NOI")⁽¹⁾ increased by 6.7 percent as compared to the same period in 2016.
   
• Same Community occupancy increased 170 basis points to 96.7 percent, as compared to 95.0 percent⁽⁹⁾ at March 31, 2016.

"For the first quarter of 2017, we completed yet another quarter of strong, consistent results, reflecting the continued benefits of owning a best-in-class operating platform. Once again we delivered impressive NOI growth boosted by occupancy gains, prudent expense controls and the filling of expansion sites. This organic growth, when coupled with the contribution of recently acquired properties, helped Sun achieve FFO per share growth of over 22 percent for the first quarter of 2017," said Gary A. Shiffman, Chairman and Chief Executive Officer.

OPERATING HIGHLIGHTS

Community Occupancy

Total portfolio occupancy increased to 95.9 percent at March 31, 2017 from 95.5 percent at March 31, 2016. During the first quarter of 2017, revenue producing sites increased by 687 sites, as compared to 592 revenue producing sites gained in the first quarter of 2016.

Same Community Results

For the 231 communities owned since January 1, 2016, first quarter 2017 NOI⁽¹⁾ increased 6.7 percent over the first quarter of 2016, driven by a 5.2 percent increase in revenues and a 1.1 percent increase in operating expenses.  Same community occupancy increased to 96.7 percent at March 31, 2017 from 95.0 percent⁽⁹⁾ at March 31, 2016.

Home Sales

During the three months ended March 31, 2017, the Company sold 826 homes as compared to 765 homes sold during the same period in 2016, an 8.0 percent increase.

Rental homes sales, which are included in total home sales, were 240 and 294 for the three months ended March 31, 2017 and 2016, respectively.

BALANCE SHEET AND CAPITAL MARKETS ACTIVITY

Debt Transactions

During the three months ended March 31, 2017, the Company defeased an $18.9 million collateralized term loan with an interest rate of 6.49 percent that was due to mature on August 1, 2017, releasing one encumbered community. As a result of this transaction, we recognized a loss on extinguishment of debt of $0.5 million.  

In addition, the Company repaid a $10.0 million collateralized term loan with an interest rate of 5.57 percent that was due to mature on May 1, 2017, releasing an additional encumbered community.

As of March 31, 2017, the Company had approximately $3.1 billion of debt outstanding. The weighted average interest rate was 4.45 percent and the weighted average maturity was 8.2 years. The Company had $10.9 million of unrestricted cash on hand.  At period-end the Company's net debt to trailing twelve month  Recurring EBITDA⁽¹⁾ ratio was 7.0 times.

After quarter end, the Company amended and restated its credit agreement with Citibank, N.A. and certain other lenders. Pursuant to the amendments, the Company can borrow up to $550.0 million under a revolving loan and $100.0 million under a term loan (the "Facility"). The Facility has a four-year term, and replaces the Company's $450.0 million credit facility that was scheduled to mature in August 2019. The Facility bears interest at a floating rate based on the Eurodollar rate plus a margin that can range from 1.35 percent to 2.20 percent for the revolving loan and 1.30 percent to 2.15 percent for the term loan.

Equity Transactions

In January 2017, as previously announced, the Company sold approximately 281,000 shares of common stock through its At-the-Market equity sales program at a weighted average price of $76.47 per share. Net proceeds from the sales were $21.2 million.

PORTFOLIO ACTIVITY

Acquisitions⁽²⁾

During the first quarter of 2017, the Company acquired a community for total consideration of $13.0 million. This community, located in Plymouth, California, contains 328 RV sites.

After quarter-end, the Company acquired an undeveloped parcel of land near the ocean in Myrtle Beach, South Carolina, for total consideration of $6.0 million. This land parcel has been successfully entitled and zoned to build a 775 site RV resort, and is located ten miles from one of the Company's existing communities.

GUIDANCE 2017

The Company is affirming its 2017 full year guidance of FFO⁽¹⁾ per Share of $4.16 to $4.24, and anticipates FFO⁽¹⁾ per Share of $0.93 to $0.95 for the second quarter. The Company also affirms 2017 full year guidance of Same Community NOI⁽¹⁾ growth of 6.4 percent to 6.8 percent. Guidance does not include prospective acquisitions or capital markets activity.

FFO⁽¹⁾ per Share estimates assume certain non-core items are adjusted from FFO⁽¹⁾. The estimates and assumptions presented above represent a range of possible outcomes and may differ materially from actual results. The estimates and assumptions are forward looking based on the Company's current assessment of economic and market conditions, as well as other risks outlined below under the caption "Forward-Looking Statements."

EARNINGS CONFERENCE CALL

A conference call to discuss first quarter operating results will be held on Thursday, April 27, 2017 at 11:00 A.M. (ET). To participate, call toll-free 877-407-9039. Callers outside the U.S. or Canada can access the call at 201-689-8470. A replay will be available following the call through May 11, 2017 and can be accessed toll-free by calling 844-512-2921 or by calling 412-317-6671. The Conference ID number for the call and the replay is 13657837. The conference call will be available live on Sun Communities' website www.suncommunities.com. Replay will also be available on the website.

Sun Communities, Inc. is a REIT that, as of March 31, 2017, owned or had an interest in a portfolio of 342 communities comprising approximately 118,000 developed sites in 29 states and Ontario, Canada.

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

CONTACT

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

Forward-Looking Statements

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

These forward-looking statements reflect the Company's current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates, the ability to maintain rental rates and occupancy levels, competitive market forces, the performance of recent acquisitions, the ability to integrate future acquisitions smoothly and efficiently, changes in market rates of interest, changes in foreign currency exchange rates, the ability of manufactured home buyers to obtain financing and the level of repossessions by manufactured home lenders.  Further details of potential risks that may affect the Company are described in our periodic reports filed with the U.S. Securities and Exchange Commission, including in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

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

Investor Information                                                            

RESEARCH COVERAGE
	Bank of America Merrill Lynch		Jeffrey Spector
			(646) 855-1363
			jeff.spector@baml.com
	BMO Capital Markets		Paul Adornato
			(212) 885-4170
			paul.adornato@bmo.com
	Citi Research		Michael Bilerman / Nicholas Joseph
			(212) 816-1383 / (212) 816-1909
			michael.bilerman@citi.com / nicholas.joseph@citi.com
	Evercore ISI		Steve Sakwa / Gwen Clark
			(212) 446-9462 / (212) 446-5611
			steve.sakwa@evercoreisi.com / gwen.clark@evercoreisi.com
	Green Street Advisors		Ryan Burke
			(949) 640-8780
			rburke@greenstreetadvisors.com
	Robert W. Baird & Co.		Drew Babin
			(610) 238-6634
			dbabin@rwbaird.com
	Wells Fargo		Todd Stender
			(562) 637-1371
			todd.stender@wellsfargo.com
INQUIRIES
Sun Communities welcomes questions or comments from shareholders, analysts, investment managers, media, or
any prospective investor. Please address all inquiries to our Investor Relations department.
	At Our Website		www.suncommunities.com
	By Email		investorrelations@suncommunities.com
	By Phone		(248) 208-2500

Portfolio Overview                                                                           
(As of March 31, 2017)

 

Balance Sheets                                                                                                                                              
(amounts in thousands)

		3/31/2017				12/31/2016
ASSETS:
Land		$	1,052,384			$	1,051,536
Land improvements and buildings		4,880,330				4,825,043
Rental homes and improvements		496,432				489,633
Furniture, fixtures and equipment		133,772				130,127
Investment property		6,562,918				6,496,339
Accumulated depreciation		(1,078,949		)		(1,026,858		)
Investment property, net		5,483,969				5,469,481
Cash and cash equivalents		10,919				8,164
Inventory of manufactured homes		23,867				21,632
Notes and other receivables, net		98,468				81,179
Collateralized receivables, net (3)		140,976				143,870
Other assets, net		144,248				146,450
Total assets		$	5,902,447			$	5,870,776
LIABILITIES:
Mortgage loans payable		$	2,774,645			$	2,819,567
Secured borrowings (3)		141,671				144,477
Preferred OP units - mandatorily redeemable		45,903				45,903
Lines of credit		178,328				100,095
Distributions payable		52,762				51,896
Other liabilities		284,823				279,667
Total liabilities		3,478,132				3,441,605
Series A-4 preferred stock		48,879				50,227
Series A-4 preferred OP units		16,489				16,717
STOCKHOLDERS' EQUITY:
Series A preferred stock		34				34
Common stock		737				732
Additional paid-in capital		3,346,991				3,321,441
Accumulated other comprehensive loss		(2,630		)		(3,181		)
Distributions in excess of accumulated earnings		(1,050,141		)		(1,023,415		)
Total SUI stockholders' equity		2,294,991				2,295,611
Noncontrolling interests:
Common and preferred OP units		67,152				69,598
Consolidated variable interest entities		(3,196		)		(2,982		)
Total noncontrolling interest		63,956				66,616
Total stockholders' equity		2,358,947				2,362,227
Total liabilities & stockholders' equity		$	5,902,447			$	5,870,776

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

	Three Months Ended March 31,
	2017				2016				Change				% Change
REVENUES
Income from real property (excluding transient revenue)	$	161,876			$	119,084			$	42,792			35.9	%
Transient revenue	21,178				10,151				11,027				108.6	%
Revenue from home sales	27,263				24,737				2,526				10.2	%
Rental home revenue	12,339				11,708				631				5.4	%
Ancillary revenues	6,219				4,613				1,606				34.8	%
Interest	4,646				3,945				701				17.8	%
Brokerage commissions and other revenues, net	879				406				473				116.5	%
Total revenues	234,400				174,644				59,756				34.2	%
EXPENSES
Property operating and maintenance	47,166				31,201				15,965				51.2	%
Real estate taxes	13,143				9,585				3,558				37.1	%
Cost of home sales	20,883				18,184				2,699				14.8	%
Rental home operating and maintenance	5,102				5,876				(774		)		(13.2	)%
Ancillary expenses	4,668				3,649				1,019				27.9	%
Home selling expenses	3,111				2,137				974				45.6	%
General and administrative	17,932				13,792				4,140				30.0	%
Transaction costs	2,386				2,721				(335		)		(12.3	)%
Depreciation and amortization	62,766				48,412				14,354				29.7	%
Extinguishment of debt	466				-				466				N/A
Interest	31,322				26,294				5,028				19.1	%
Interest on mandatorily redeemable preferred OP units	784				787				(3		)		(0.4	)%
Total expenses	209,729				162,638				47,091				29.0	%
Income before other items	24,671				12,006				12,665				105.5	%
Other income, net (4)	752				-				752				N/A
Current tax expense	(178		)		(228		)		50				(21.9	)%
Deferred tax benefit	300				-				300				N/A
Net income	25,545				11,778				13,767				116.9	%
Less: Preferred return to preferred OP units	(1,174		)		(1,273		)		99				7.8	%
Less: Amounts attributable to noncontrolling interests	(1,088		)		(276		)		(812		)		(294.2	)%
Less: Preferred stock distribution	(2,179		)		(2,354		)		175				7.4	%
NET INCOME ATTRIBUTABLE TO SUI	$	21,104			$	7,875			$	13,229			168.0	%
Weighted average common shares outstanding:
Basic	72,677				57,736				14,941				25.9	%
Diluted	73,120				58,126				14,994				25.8	%
Earnings per share:
Basic	$	0.29			$	0.14			$	0.15			107.1	%
Diluted	$	0.29			$	0.14			$	0.15			107.1	%

Outstanding Securities and Capitalization             
(in thousands except for *)

Outstanding Securities - As of March 31, 2017
	Number of Units/Shares Outstanding		Conversion Rate*		If Converted		Issuance Price per unit*		Annual Distribution Rate*
Convertible Securities
Series A-1 preferred OP units	362		2.4390		883		$100		6.0%
Series A-3 preferred OP units	40		1.8605		74		$100		4.5%
Series A-4 preferred OP units	632		0.4444		281		$25		6.5%
Series C preferred OP units	328		1.1100		364		$100		4.0%
Common OP units	2,751		1.0000		2,751		N/A		Mirrors the Common Share distributions
Series A-4 cumulative convertible preferred stock	1,637		0.4444		727		$25		6.5%
Non-Convertible Securities
Preferred stock (SUI-PrA)	3,400		N/A		N/A		$25		7.125%
Common shares	73,739		N/A		N/A		N/A		$2.68^
^ Annual distribution is based on the last quarterly distribution annualized.

Reconciliations to Non-GAAP Financial Measures

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

	Three Months Ended  March 31,
	2017				2016
Net income attributable to Sun Communities, Inc. common stockholders	$	21,104			$	7,875
Adjustments:
Depreciation and amortization	62,817				48,077
Amounts attributable to noncontrolling interests	900				349
Preferred return to preferred OP units	586				625
Preferred distribution to Series A-4 preferred stock	665				-
Gain on disposition of assets, net	(2,681		)		(3,656		)
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (6)	83,391				53,270
Adjustments:
Transaction costs	2,386				2,721
Other acquisition related costs (5)	844				-
Extinguishment of debt	466				-
Other income, net (4)	(752		)		-
Debt premium write-off	(414		)		-
Deferred tax benefit	(300		)		-
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities excluding certain items (1) (6)	$	85,621			$	55,991
Weighted average common shares outstanding - basic:	72,677				57,736
Add:
Common stock issuable upon conversion of stock options	2				13
Restricted stock	561				377
Common OP units	2,754				2,863
Common stock issuable upon conversion of Series A-1 preferred OP units	892				945
Common stock issuable upon conversion of Series A-3 preferred OP units	75				75
Common stock issuable upon conversion of Series A-4 preferred stock	727				-
Weighted average common shares outstanding - fully diluted	77,688				62,009
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (6) per share - fully diluted	$	1.07			$	0.86
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (6) per share excluding certain items - fully diluted	$	1.10			$	0.90

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

	Three Months Ended March 31,
	2017				2016
Net income attributable to Sun Communities, Inc., common stockholders	$	21,104			$	7,875
Interest	31,322				26,294
Interest on mandatorily redeemable preferred OP units	784				787
Depreciation and amortization	62,766				48,412
Extinguishment of debt	466				-
Transaction costs	2,386				2,721
Other income, net (4)	(752		)		-
Current tax expense	178				228
Deferred tax benefit	(300		)		-
Net income	117,954				86,317
Add: Preferred return to preferred OP units	1,174				1,273
Add: Amounts attributable to noncontrolling interests	1,088				276
Net income attributable to Sun Communities, Inc.	120,216				87,866
Add: Preferred stock distributions	2,179				2,354
RECURRING EBITDA (1)	$	122,395			$	90,220

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

	Three Months Ended March 31,
	2017				2016
Net income attributable to Sun Communities, Inc., common stockholders:	$	21,104			$	7,875
Other revenues	(5,525		)		(4,351		)
Home selling expenses	3,111				2,137
General and administrative	17,932				13,792
Transaction costs	2,386				2,721
Depreciation and amortization	62,766				48,412
Extinguishment of debt	466				-
Interest expense	32,106				27,081
Other income, net (4)	(752		)		-
Current tax expense	178				228
Deferred tax benefit	(300		)		-
Preferred return to preferred OP units	1,174				1,273
Amounts attributable to noncontrolling interests	1,088				276
Preferred stock distributions	2,179				2,354
NOI(1) / Gross Profit	$	137,913			$	101,798

Non-GAAP and Other Financial Measures

Financial Highlights                                                                                                                                     
(amounts in thousands, except per share data)

	Quarter Ended
	3/31/2017				12/31/2016				9/30/2016				6/30/2016				3/31/2016
OPERATING INFORMATION
Total revenues	$	234,400			$	218,634			$	249,701			$	190,799			$	174,644
Net income (loss)	$	25,545			$	1,501			$	23,230			$	(5,038	)		$	11,778
Net income (loss) attributable to common stockholders	$	21,104			$	(1,600	)		$	18,897			$	(7,803	)		$	7,875
Earnings (loss) per share basic	$	0.29			$	(0.02	)		$	0.27			$	(0.12	)		$	0.14
Earnings (loss) per share diluted	$	0.29			$	(0.02	)		$	0.27			$	(0.12	)		$	0.14
Recurring EBITDA (1)	$	122,395			$	105,850			$	123,276			$	94,882			$	90,220
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities(1) (6)	$	83,391			$	57,572			$	78,023			$	37,473			$	53,270
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities excluding certain items(1) (6)	$	85,621			$	69,192			$	83,181			$	58,452			$	55,991
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (6) per share - fully diluted	$	1.07			$	0.75			$	1.06			$	0.54			$	0.86
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) (6) per share excluding certain items - fully diluted	$	1.10			$	0.91			$	1.13			$	0.85			$	0.90
BALANCE SHEETS
Total assets	$	5,902,447			$	5,870,776			$	5,904,706			$	5,823,191			$	4,562,886
Total debt	$	3,140,547			$	3,110,042			$	3,102,993			$	3,340,329			$	2,362,450
Total liabilities	$	3,478,132			$	3,441,605			$	3,429,743			$	3,645,744			$	2,591,903

Debt Analysis                                                                                                                                                
(amounts in thousands)

	Quarter Ended
	3/31/2017				12/31/2016				9/30/2016				6/30/2016				3/31/2016
DEBT OUTSTANDING
Lines of credit	$	178,328			$	100,095			$	57,737			$	357,721			$	58,065
Mortgage loans payable	2,774,645				2,819,567				2,854,831				2,792,021				2,114,818
Preferred OP units - mandatorily redeemable	45,903				45,903				45,903				45,903				45,903
Secured borrowing (3)	141,671				144,477				144,522				144,684				143,664
Total debt	$	3,140,547			$	3,110,042			$	3,102,993			$	3,340,329			$	2,362,450
% FIXED/FLOATING
Fixed	89.4%				91.8%				93.1%				84.5%				90.7%
Floating	10.6%				8.2%				6.9%				15.5%				9.3%
Total	100.0%				100.0%				100.0%				100.0%				100.0%
WEIGHTED AVERAGE INTEREST RATES
Lines of credit	2.52%				2.14%				1.93%				1.89%				1.87%
Mortgage loans payable	4.26%				4.24%				4.30%				4.38%				4.67%
Preferred OP units - mandatorily redeemable	6.87%				6.87%				6.87%				6.87%				6.87%
Average before Secured borrowing	4.19%				4.21%				4.29%				4.13%				4.64%
Secured borrowing (3)	10.01%				10.03%				10.06%				10.09%				10.12%
Total average	4.45%				4.48%				4.56%				4.39%				4.98%
DEBT RATIOS
Net Debt / Recurring EBITDA(1) (TTM)	7.0				7.5				7.7				9.1				5.5
Net Debt / Enterprise Value	32.8%				33.8%				32.8%				36.6%				27.7%
Net Debt + Preferred Stock / Enterprise Value	34.2%				35.2%				34.2%				38.0%				29.7%
Net Debt / Gross Assets	44.8%				45.0%				44.1%				49.0%				35.8%
COVERAGE RATIOS
Recurring EBITDA(1) (TTM) / Interest	3.3				3.2				3.1				3.1				3.0
Recurring EBITDA(1) (TTM) / Interest + Pref. Distributions + Pref. Stock Distribution	3.0				2.9				2.9				2.8				2.7

MATURITIES/PRINCIPAL AMORTIZATION NEXT FIVE YEARS	2017				2018				2019				2020				2021
Lines of credit	$	-			$	1,896			$	-			$	176,665			$	-
Mortgage loans payable:
Maturities	3,964				26,186				64,314				58,078				270,680
Weighted average rate of maturities	6.54		%		6.13		%		6.24		%		5.92		%		5.53		%
Principal amortization	38,244				53,315				54,032				54,572				53,433
Preferred OP units - mandatorily redeemable	3,670				7,570				-				-				-
Secured borrowing (3)	4,189				6,057				6,586				7,188				7,729
Total	$	50,067			$	95,024			$	124,932			$	296,503			$	331,842

Statements of Operations - Same Community                                                                     
(amounts in thousands except for Other Information)

	Three Months Ended March 31,
	2017				2016				Change				% Change
REVENUES:
Income from real property	$	128,756			$	122,443			$	6,313			5.2	%
PROPERTY OPERATING EXPENSES:
Payroll and benefits	10,095				9,668				427				4.4	%
Legal, taxes & insurance	1,184				1,299				(115		)		(8.9	)%
Utilities	6,752				6,684				68				1.0	%
Supplies and repair	3,450				3,482				(32		)		(0.9	)%
Other	3,176				3,277				(101		)		(3.1	)%
Real estate taxes	9,706				9,571				135				1.4	%
Property operating expenses	34,363				33,981				382				1.1	%
NET OPERATING INCOME (NOI)(1)	$	94,393			$	88,462			$	5,931			6.7	%

	As of March 31,
	2017				2016				Change				% Change
OTHER INFORMATION
Number of properties	231				231				-
Overall occupancy (8)	96.7		%		95.0		%	(9)	1.7		%
Sites available for development	6,668				6,849				(181		)		(2.6	)%
Monthly base rent per site - MH	$	507			$	491			$	16			3.3	%
Monthly base rent per site - RV (10)	$	446			$	432			$	14			3.2	%
Monthly base rent per site - Total	$	499			$	483			$	16			3.3	%

Rental Program Summary    
(amounts in thousands except for *)

	Three Months Ended March 31,
	2017				2016				Change				% Change
REVENUES:
Rental home revenue	$	12,339			$	11,708			$	631			5.4	%
Site rent included in Income from real property	15,719				15,218				501				3.3	%
Rental Program revenue	28,058				26,926				1,132				4.2	%
EXPENSES:
Commissions	610				775				(165		)		(21.3	)%
Repairs and refurbishment	2,281				2,666				(385		)		(14.4	)%
Taxes and insurance	1,437				1,565				(128		)		(8.2	)%
Marketing and other	774				870				(96		)		(11.0	)%
Rental Program operating and maintenance	5,102				5,876				(774		)		(13.2	)%
NET OPERATING INCOME (NOI) (1)	$	22,956			$	21,050			$	1,906			9.1	%

Homes Sales Summary          
(amounts in thousands except for *)

	Three Months Ended March 31,
	2017				2016				Change				% Change
New home sales	$	6,883			$	5,469			$	1,414			25.9	%
Pre-owned home sales	20,380				19,268				1,112				5.8	%
Revenue from home sales	27,263				24,737				2,526				10.2	%
New home cost of sales	5,848				4,844				1,004				20.7	%
Pre-owned home cost of sales	15,035				13,340				1,695				12.7	%
Cost of home sales	20,883				18,184				2,699				14.8	%
NOI / Gross Profit (1)	$	6,380			$	6,553			$	(173	)		(2.6	)%
Gross profit - new homes	$	1,035			$	625			$	410			65.6	%
Gross margin % - new homes	15.0		%		11.4		%		3.6		%
Average selling price - new homes*	$	90,566			$	82,864			$	7,702			9.3	%
Gross profit - pre-owned homes	$	5,345			$	5,928			$	(583	)		(9.8	)%
Gross margin % - pre-owned homes	26.2		%		30.8		%		(4.6		)%
Average selling price - pre-owned homes*	$	27,173			$	27,565			$	(392	)		(1.4	)%
Home sales volume:
New home sales*	76				66				10				15.2	%
Pre-owned home sales*	750				699				51				7.3	%
Total homes sold*	826				765				61				8.0	%

               

Acquisitions Summary - Properties Acquired in 2017 and 2016
(amounts in thousands except for statistical data)

		Three Months Ended  March 31, 2017
REVENUES:
Income from real property		$	47,501
PROPERTY AND OPERATING EXPENSES:
Payroll and benefits		4,826
Legal, taxes & insurance		344
Utilities		6,488
Supplies and repair		1,249
Other		2,805
Real estate taxes		3,437
Property operating expenses		19,149
NET OPERATING INCOME (NOI) (1)		$	28,352
		As of March 31, 2017
Other information:
Number of properties		111
Occupied sites (11)		20,936
Developed sites (11)		21,485
Occupancy % (11)		97.4		%
Transient sites		7,432
Monthly base rent per site - MH		$	626
Monthly base rent per site - RV (10)		$	402
Monthly base rent per site - Total (10)		$	509
Ancillary revenues, net (in thousands)		$	735
Home sales:
Gross profit from home sales (in thousands)		$	806
New homes sales		20
Pre-owned homes sales		92
Occupied rental home information:
Rental program NOI (1) (in thousands)		$	113
Number of occupied rentals, end of period		184
Investment in occupied rental homes (in thousands)		$	4,289
Weighted average monthly rental rate		$	940

Property Summary
(includes MH and Annual/Seasonal RV's)
COMMUNITIES		3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
FLORIDA
Communities		121			121			121			121			61
Developed sites (11)		36,533			36,326			36,050			36,119			24,312
Occupied (11)		35,257			35,021			34,745			34,720			23,359
Occupancy % (11)		96.5	%		96.4	%		96.4	%		96.1	%		96.1	%
Sites for development		1,539			1,465			1,259			1,259			823
MICHIGAN
Communities		67			67			67			66			66
Developed sites (11)		25,024			24,512			24,388			24,387			24,363
Occupied (11)		23,443			23,248			23,218			23,198			23,079
Occupancy % (11)		93.7	%		94.8	%		95.2	%		95.1	%		94.7	%
Sites for development		1,798			2,589			2,628			2,248			2,105
TEXAS
Communities		21			21			21			21			17
Developed sites (11)		6,292			6,186			6,088			6,071			5,970
Occupied (11)		5,943			5,862			5,774			5,771			5,602
Occupancy % (11)		94.5	%		94.8	%		94.8	%		95.1	%		93.8	%
Sites for development		1,634			1,474			1,455			1,347			1,347
CALIFORNIA
Communities		23			22			22			22			3
Developed sites (11)		4,865			4,862			4,863			4,864			198
Occupied (11)		4,804			4,793			4,792			4,796			192
Occupancy % (11)		98.7	%		98.6	%		98.5	%		98.6	%		97.0	%
Sites for development		411			332			332			332			332
ARIZONA
Communities		11			11			11			11			10
Developed sites (11)		3,582			3,565			3,567			3,532			3,302
Occupied (11)		3,370			3,338			3,305			3,281			3,102
Occupancy % (11)		94.1	%		93.6	%		92.7	%		92.9	%		93.9	%
Sites for development		269			358			358			358			393
ONTARIO, CANADA
Communities		15			15			15			15			-
Developed sites (11)		3,451			3,368			3,453			3,375			-
Occupied (11)		3,451			3,368			3,453			3,375			-
Occupancy % (11)		100.0	%		100.0	%		100.0	%		100.0	%		-	%
Sites for development		1,628			1,599			2,029			2,029			-
INDIANA
Communities		11			11			11			11			11
Developed sites (11)		2,900			2,900			2,900			2,900			2,900
Occupied (11)		2,741			2,724			2,712			2,700			2,674
Occupancy % (11)		94.5	%		93.9	%		93.5	%		93.1	%		92.2	%
Sites for development		330			316			316			316			363
OHIO
Communities		9			9			9			9			9
Developed sites (11)		2,719			2,715			2,719			2,718			2,700
Occupied (11)		2,623			2,595			2,602			2,616			2,585
Occupancy % (11)		96.5	%		95.6	%		95.7	%		96.2	%		95.7	%
Sites for development		75			-			-			-			-
COLORADO
Communities		8			8			7			7			7
Developed sites (11)		2,335			2,335			2,335			2,335			2,335
Occupied (11)		2,329			2,325			2,323			2,320			2,319
Occupancy % (11)		99.7	%		99.6	%		99.5	%		99.4	%		99.3	%
Sites for development		656			656			304			304			304
OTHER STATES
Communities		56			56			55			54			49
Developed sites (11)		14,567			14,313			14,415			14,337			13,683
Occupied (11)		14,130			13,919			13,991			13,912			13,237
Occupancy % (11)		97.0	%		97.3	%		97.1	%		97.0	%		96.7	%
Sites for development		1,977			1,827			1,823			1,728			1,514
TOTAL - PORTFOLIO
Communities		342			341			339			337			233
Developed sites (11)		102,268			101,082			100,778			100,638			79,763
Occupied (11)		98,091			97,193			96,915			96,689			76,149
Occupancy % (11)		95.9	%		96.2	%		96.2	%		96.1	%		95.5	%
Sites for development		10,317			10,616			10,504			9,921			7,181
% Communities age restricted		33.0	%		33.1	%		33.3	%		33.5	%		26.2	%
TRANSIENT RV PORTFOLIO SUMMARY
Location
Florida		6,467			6,497			7,232			6,990			2,664
Ontario, Canada		1,451			1,500			1,485			1,657			-
Texas		1,412			1,407			1,446			1,455			799
Arizona		1,032			1,049			1,047			1,055			1,096
New Jersey		1,059			1,042			1,047			1,084			995
New York		588			830			484			483			489
Maine		543			555			556			571			575
California		840			513			478			518			296
Indiana		520			502			501			501			501
Michigan		210			204			203			126			150
Ohio		194			198			194			195			213
Other locations		1,966			1,997			1,801			1,864			1,803
Total transient RV sites		16,282			16,294			16,474			16,499			9,581

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

	Recurring
	Capital				Recurring
	Expenditures				Capital				Lot								Expansion &				Revenue
		Average/Site				Expenditures (12)				Modifications (13)				Acquisitions (14)				Development (15)				Producing (16)
YTD 2017		$	29			$	2,574			$	4,177			$	27,095			$	18,738			$	253
2016		$	211			$	17,613			$	19,040			$	1,822,564			$	47,958			$	2,631
2015		$	230			$	20,344			$	13,961			$	1,214,482			$	28,660			$	4,497

Operating Statistics for Manufactured Homes and Annual/Seasonal RV's        

	Resident			Net Leased			New Home			Pre-owned			Brokered
LOCATIONS	Move-outs			Sites (17)			Sales			Home Sales			Re-sales
Florida		186			236			42			129			357
Michigan		166			195			2			331			21
Texas		51			81			6			89			5
California		4			11			2			6			3
Arizona		12			32			12			10			49
Ontario, Canada		10			83			3			9			23
Indiana		11			17			-			68			3
Ohio		27			28			-			21			1
Colorado		1			4			3			24			9
Other locations		214			-			6			63			37
Three Months Ended March 31, 2017		682			687			76			750			508

	Resident			Net Leased			New Home			Pre-owned			Brokered
TOTAL FOR YEAR ENDED	Move-outs			Sites (17)			Sales			Home Sales			Re-sales
2016		1,722			1,686			329			2,843			1,655
2015		1,344			1,905			273			2,210			1,244

	Resident			Resident
PERCENTAGE TRENDS	Move-outs			Re-sales
2017 (TTM)		2.1	%		6.3	%
2016		2.0	%		6.1	%
2015		2.0	%		5.9	%

Footnotes and Definitions                                                                

(1)   Investors in and analysts following the real estate industry utilize funds from operations (FFO), net operating income (NOI), and recurring earnings before interest, tax, depreciation and amortization (Recurring EBITDA) as supplemental performance measures.  We believe FFO, NOI, and Recurring EBITDA are appropriate measures given their wide use by and relevance to investors and analysts.  FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation/amortization of real estate assets.  NOI provides a measure of rental operations and does not factor in depreciation/amortization and non-property specific expenses such as general and administrative expenses.  Recurring EBITDA, a metric calculated as EBITDA exclusive of certain nonrecurring items, provides a further tool to evaluate ability to incur and service debt and to fund dividends and other cash needs. Additionally, FFO, NOI, and Recurring EBITDA are commonly used in various ratios, pricing multiples/yields and returns and valuation calculations used to measure financial position, performance and value.

FFO is defined by the National Association of Real Estate Investment Trusts (NAREIT) as net income (loss) computed in accordance with generally accepted accounting principles (GAAP), excluding gains (or losses) from sales of depreciable operating property, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of the Company's operating performance.  Management generally considers FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period over period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from net income (loss).  Management believes that the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. FFO is computed in accordance with the Company's interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company.  The Company also uses FFO excluding certain items, which excludes certain gain and loss items that management considers unrelated to the operational and financial performance of our core business.  We believe that this provides investors with another financial measure of our operating performance that is more comparable when evaluating period over period results.

Because FFO excludes significant economic components of net income (loss) including depreciation and amortization, FFO should be used as an adjunct to net income (loss) and not as an alternative to net income (loss).  The principal limitation of FFO is that it does not represent cash flow from operations as defined by GAAP and is a supplemental measure of performance that does not replace net income (loss) as a measure of performance or net cash provided by operating activities as a measure of liquidity.  In addition, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital.  FFO only provides investors with an additional performance measure that, when combined with measures computed in accordance with GAAP such as net income (loss), cash flow from operating activities, investing activities and financing activities, provide investors with an indication of our ability to service debt and to fund acquisitions and other expenditures.  Other REITs may use different methods for calculating FFO, accordingly, our FFO may not be comparable to other REITs.

NOI is derived from revenues minus property operating expenses and real estate taxes. NOI does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of the Company's financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity; nor is it indicative of funds available for the Company's cash needs, including its ability to make cash distributions. The Company believes that net income (loss) is the most directly comparable GAAP measurement to NOI. Because of the inclusion of items such as interest, depreciation, and amortization, the use of net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level. The Company believes that NOI is helpful to investors as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. The Company uses NOI as a key management tool when evaluating performance and growth of particular properties and/or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs, therefore, NOI is a measure of the operating performance of the properties of the Company rather than of the Company overall.

EBITDA is defined as NOI plus other income, plus (minus) equity earnings (loss) from affiliates, minus general and administrative expenses. EBITDA includes EBITDA from discontinued operations. The Company believes that net income (loss) is the most directly comparable GAAP measurement to EBITDA.

(2)  The consideration amounts presented with respect to acquired communities represent the economic transaction and do not contemplate the fair value purchase accounting required by GAAP.

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

(4)  Other income, net for the three months ended March 31, 2017, is comprised primarily of a foreign currency translation gain of $0.8 million.

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

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

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

(8)  Includes manufactured housing (MH) and annual/seasonal recreational vehicle (RV) sites, and excludes transient RV sites   and recently completed but vacant expansion sites.

(9)  Occupancy reflects current year gains from expansion sites and the conversion of transient RV guests to annual/seasonal RV contracts as vacant in 2016.

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

(11) Includes MH and annual/seasonal RV sites, and excludes transient RV sites.

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

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

(14) Acquisitions represent the purchase price of existing operating communities and land parcels to develop expansions or new communities. Acquisitions also include capital improvements identified during due diligence that are necessary to bring the community up to the Company's standards. These include items such as: upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovation including larger decks, heaters, and furniture; new maintenance facilities; and new signage including main signs and internal road signs. These are considered acquisition costs and although identified during due diligence, they sometimes require up to 24 months after closing to complete.

(15) Expansion and development costs consist primarily of construction costs and costs necessary to complete home site improvements.

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

(17) Net leased sites do not include occupied sites acquired in that year.

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