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8-K - FORM 8-K - EQUITY LIFESTYLE PROPERTIES INC | c65500e8vk.htm |
EX-99.2 - EX-99.2 - EQUITY LIFESTYLE PROPERTIES INC | c65500exv99w2.htm |
Exhibit 99.1
News Release
News Release
CONTACT:
|
Michael Berman | FOR IMMEDIATE RELEASE | ||||
(312) 279-1496 | July 18, 2011 |
ELS REPORTS SECOND QUARTER RESULTS
Stable Core Performance; Acquisition on Track
Stable Core Performance; Acquisition on Track
CHICAGO, IL July 18, 2011 Equity LifeStyle Properties, Inc. (NYSE: ELS) (the
Company) today announced results for the quarter and six months ended June 30, 2011.
a) Financial Results
For the second quarter 2011, Funds From Operations (FFO) were $27.3 million, or $0.73 per
share on a fully-diluted basis, compared to $27.1 million, or $0.76 per share on a fully-diluted
basis, for the same period in 2010. For the six months ended June 30, 2011, FFO was $67.9 million,
or $1.86 per share on a fully-diluted basis, compared to $64.6 million, or $1.82 per share on a
fully-diluted basis, for the same period in 2010.
Net income available to common stockholders totaled $6.8 million, or $0.20 per share on a
fully-diluted basis, for the quarter ended June 30, 2011 compared to $6.0 million, or $0.20 per
share on a fully-diluted basis, for the same period in 2010. Net income available to common
stockholders totaled $25.8 million, or $0.80 per share on a fully-diluted basis for the six months
ended June 30, 2011, compared to $21.1 million, or $0.69 per share on a fully-diluted basis, for
the same period in 2010. See the attachment to this press release for a reconciliation of FFO and
FFO per share to net income available to common shares and net income per common share,
respectively, the most directly comparable GAAP measure.
On June 7, 2011, the Company issued approximately 6.0 million shares of common stock in an
equity offering for approximately $344.0 million, net of offering costs. The total proceeds from
the offering are expected to be used for the portfolio acquisition discussed in further detail
below. We also incurred approximately $2.1 million in legal and due diligence costs during the
quarter ended June 30, 2011 in connection with the acquisition. On an as adjusted basis, assuming
the equity offering had not occurred and the one-time transaction costs of approximately $2.1
million had not been incurred, FFO would have been $29.4 million and $70.0 million, or $0.82 and
$1.96 per share on a fully-diluted basis, for the quarter and six months ended June 30, 2011,
respectively. As adjusted net income available to common stockholders would have been $8.9 million
and $27.9 million, or $0.25 and $0.78 per share on a fully-diluted basis, for the quarter and six
months ended June 30, 2011, respectively.
b) Portfolio Performance
Second quarter 2011 property operating revenues, excluding deferrals, were $125.6 million,
compared to $123.6 million in the second quarter of 2010. Our property operating revenues for the
six months ended June 30, 2011 were $257.1 million, compared to $255.0 million for the six months
ended June 30, 2010.
For the quarter ended June 30, 2011, our Core property operating revenues increased
approximately 1.5 percent as compared to the second quarter of 2010. Core property operating
expenses for the quarter ended June 30, 2011 increased approximately 0.1 percent, resulting in an
increase of approximately 3.2 percent to income from Core property operations over the quarter
ended June 30, 2010. For the six months ended June 30, 2011, our Core property operating revenues
increased approximately 0.7 percent and Core property operating expenses decreased approximately
0.7 percent, resulting in an increase of approximately 2.2 percent to income from Core property
operations over the six months ended June 30, 2010.
c) Asset-related Transactions
On May 31, 2011, the Companys operating partnership entered into purchase and other
agreements (the Purchase Agreements) to acquire a portfolio of 76 manufactured home communities
(the Acquisition Properties) containing 31,167 sites on approximately 6,500 acres located in 16
states (primarily located in Florida and the northeastern region of the United States) and certain
manufactured homes and loans secured by manufactured homes located at the Acquisition Properties
for a stated purchase price of $1.43 billion (the Acquisition). Total closing costs associated
with the Acquisition are expected to be approximately $21 million of which approximately $2.1
million were incurred during the quarter ended June 30, 2011.
On July 1, 2011, the Company closed on 35 of the Acquisition Properties along with certain
manufactured homes and loans secured by manufactured homes located at such Acquisition Properties
for a purchase price of approximately $452.0 million. The Companys acquisition of the balance of
the Acquisition Properties is expected to occur on or before October 1, 2011 and assumption of the
indebtedness thereon is subject to receipt of loan servicer consents. The Acquisition is also
subject to other customary closing conditions. Accordingly, no assurances can be given that the
remainder of the Acquisition will be completed in its entirety in accordance with the anticipated
timing or at all.
d) Balance Sheet
Our cash balance as of June 30, 2011 was approximately $85.3 million. Our average long-term
secured debt balance was approximately $1.4 billion in the quarter, with a weighted average
interest rate, including amortization, of approximately 6.10 percent per annum and weighted average
maturity of 5.07 years. Interest coverage was approximately 2.6 times in the quarter ended June
30, 2011.
During the quarter ended June 30, 2011, the Company paid off eight maturing mortgages totaling
approximately $45.5 million, with a weighted average interest rate of 7.0 percent per annum.
On July 1, 2011, the Company paid off one maturing mortgage of approximately $7.0 million,
with a stated interest rate of 7.25 percent per annum. The Company also closed, on July 1, 2011,
on a $200 million unsecured term loan, with a variable interest rate which is currently fixed at
3.26% per annum and matures on July 1, 2017. The proceeds were used for the July 1, 2011
acquisition described above.
e) Guidance
In the Companys Current Report on Form 8-K filed on May 31, 2011 announcing the Acquisition,
we also reported that the Companys previously issued 2011 guidance for net income and funds from
operations did not take into account the Acquisition or any of the equity or debt issuances
contemplated in connection with the Acquisition. In a Supplemental Package available on our
website (see details below), the Company has provided detailed assumptions for its Core portfolio
as well as assumptions about the Acquisition Properties.
The Companys guidance acknowledges the existence of volatile economic conditions, which may
impact our current guidance assumptions. Factors impacting 2011 guidance include, but are not
limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on
our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort
sites; (iv) scheduled or implemented rate increases of annual payments under right-to-use
contracts, (v) occupancy changes; (vi) our ability to retain and attract customers renewing or
entering right-to-use contracts, (vii) completion of the Acquisition in its entirety and on the
schedule assumed, (viii) ability to close on $250 million of secured financing to fund the
Acquisition, (ix) transaction costs associated with the Acquisition and (x) our ability to
integrate and operate the Acquisition Properties in accordance with our estimates. Results for
2011 also may be impacted by, among other things (i) continued competitive housing options and new
home sales initiatives impacting occupancy levels at certain properties; (ii) variability in income
from home sales operations, including anticipated expansion projects; (iii) potential effects of
uncontrollable factors such as environmental remediation costs and hurricanes; (iv) potential
acquisitions, investments and dispositions; (v) mortgage debt maturing during 2011; (vi) changes in
interest rates; and (vii) continued initiatives regarding rent control legislation in California
and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality
at certain of the properties.
As of July 18, 2011, Equity LifeStyle Properties, Inc. owns or has an interest in 342 quality
properties in 30 states and British Columbia consisting of 123,065 sites. The Company is a
self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
A live webcast of Equity LifeStyle Properties, Inc.s conference call discussing these results
will be available via the Companys website in the Investor Info section at www.equitylifestyle.com
at 10:00 a.m. Central time on July 19, 2011. In addition to this press release, a supplemental
package with additional information on June 30, 2011 results, the Acquisition and guidance is
available via the Companys website in the Investor Information section under Quarterly
Supplemental Packages and filed as Exhibit 99.2 on the Companys Form 8-K filed on July 19, 2011.
This news release includes certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding the Companys expectations,
goals or intentions regarding the future, statements regarding the anticipated closing of its
pending Acquisition and the expected effect of the Acquisition on the Company. These
forward-looking statements are subject to numerous assumptions, risks and uncertainties, including,
but not limited to:
| the Companys ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire); | ||
| the Companys ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire; | ||
| the Companys assumptions about rental and home sales markets; |
| the Companys assumptions and guidance concerning 2011 estimated net income and funds from operations; | ||
| in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility; | ||
| results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing; | ||
| impact of government intervention to stabilize site-built single family housing and not manufactured housing; | ||
| the completion of the Acquisition in its entirety and future acquisitions, if any, timing and effective integration with respect thereto and the Companys estimates regarding the future performance of the Acquisition Properties; | ||
| the Companys inability to secure the contemplated debt financings to fund a portion of the stated purchase price of the Acquisition on favorable terms or at all and the timing with respect thereto; | ||
| unanticipated costs or unforeseen liabilities associated with the Acquisition; | ||
| ability to obtain financing or refinance existing debt on favorable terms or at all; | ||
| the effect of interest rates; | ||
| the dilutive effects of issuing additional securities; | ||
| the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic Revenue Recognition; and | ||
| other risks indicated from time to time in the Companys filings with the Securities and Exchange Commission. |
These forward-looking statements are based on managements present expectations and beliefs
about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking statements whether as a
result of such changes, new information, subsequent events or otherwise.
Tables follow:
Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands except for per share data)
Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands except for per share data)
Quarters Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues: |
||||||||||||||||
Community base rental income |
$ | 66,408 | $ | 64,601 | $ | 132,591 | $ | 129,023 | ||||||||
Resort base rental income |
29,251 | 28,504 | 65,719 | 65,449 | ||||||||||||
Right-to-use annual payments |
12,563 | 12,889 | 24,575 | 25,074 | ||||||||||||
Right-to-use contracts current period, gross |
4,857 | 5,681 | 8,710 | 10,618 | ||||||||||||
Right-to-use contracts, deferred, net of prior period
amortization |
(3,414 | ) | (4,551 | ) | (5,910 | ) | (8,499 | ) | ||||||||
Utility and other income |
12,484 | 11,918 | 25,546 | 24,807 | ||||||||||||
Gross revenues from home sales |
1,288 | 1,947 | 2,645 | 2,994 | ||||||||||||
Brokered resale revenues, net |
214 | 242 | 467 | 481 | ||||||||||||
Ancillary services revenues, net |
102 | 133 | 1,127 | 1,196 | ||||||||||||
Interest income |
1,012 | 997 | 2,051 | 2,189 | ||||||||||||
Income from other investments, net |
1,149 | 1,484 | 1,848 | 2,661 | ||||||||||||
Total revenues |
125,914 | 123,845 | 259,369 | 255,993 | ||||||||||||
Expenses: |
||||||||||||||||
Property operating and maintenance |
47,655 | 46,998 | 91,966 | 90,452 | ||||||||||||
Real estate taxes |
8,161 | 8,326 | 16,218 | 16,640 | ||||||||||||
Sales and marketing, gross |
3,083 | 3,585 | 5,339 | 6,848 | ||||||||||||
Sales and marketing, deferred commissions, net |
(1,347 | ) | (1,657 | ) | (2,347 | ) | (3,069 | ) | ||||||||
Property management |
8,193 | 7,793 | 16,656 | 16,533 | ||||||||||||
Depreciation on real estate and other costs |
17,285 | 16,940 | 34,512 | 33,863 | ||||||||||||
Cost of home sales |
1,049 | 1,728 | 2,468 | 2,887 | ||||||||||||
Home selling expenses |
406 | 455 | 883 | 932 | ||||||||||||
General and administrative |
6,011 | 5,548 | 11,658 | 11,224 | ||||||||||||
Acquisition costs |
2,117 | | 2,117 | | ||||||||||||
Rent control initiatives |
476 | 299 | 588 | 1,013 | ||||||||||||
Depreciation on corporate assets |
254 | 379 | 503 | 589 | ||||||||||||
Interest and related amortization |
21,458 | 22,989 | 42,847 | 46,756 | ||||||||||||
Total expenses |
114,801 | 113,383 | 223,408 | 224,668 | ||||||||||||
Income before equity in income of unconsolidated
joint ventures |
11,113 | 10,462 | 35,961 | 31,325 | ||||||||||||
Equity in income of unconsolidated joint ventures |
541 | 559 | 1,325 | 1,400 | ||||||||||||
Consolidated income from continuing operations |
11,654 | 11,021 | 37,286 | 32,725 | ||||||||||||
Discontinued Operations: |
||||||||||||||||
Loss from discontinued operations |
| (54 | ) | | (231 | ) | ||||||||||
Consolidated net income |
11,654 | 10,967 | 37,286 | 32,494 | ||||||||||||
Income allocated to non-controlling interest Common
OP Units |
(789 | ) | (928 | ) | (3,410 | ) | (3,360 | ) | ||||||||
Income allocated to non-controlling interest Perpetual
Preferred OP Units |
| (4,039 | ) | (2,801 | ) | (8,070 | ) | |||||||||
Redeemable Perpetual Preferred Stock Dividends |
(4,038 | ) | | (5,288 | ) | | ||||||||||
Net income available for Common Shares |
$ | 6,827 | $ | $6,000 | $ | 25,787 | $ | $21,064 | ||||||||
Net income per Common Share Basic |
$ | 0.21 | $ | 0.20 | $ | 0.81 | $ | 0.70 | ||||||||
Net income per Common Share Fully Diluted |
$ | 0.20 | $ | 0.20 | $ | 0.80 | $ | 0.69 | ||||||||
Average Common Shares Basic |
32,629 | 30,412 | 31,817 | 30,358 | ||||||||||||
Average Common Shares and OP Units Basic |
36,942 | 35,240 | 36,140 | 35,229 | ||||||||||||
Average Common Shares and OP Units Fully Diluted |
37,262 | 35,506 | 36,441 | 35,471 |
Equity LifeStyle Properties, Inc.
(Unaudited)
(Unaudited)
Quarters Ended | Six Months Ended | |||||||||||||||
Reconciliation of Net Income to FFO and FAD | June 30, | June 30, | June 30, | June 30, | ||||||||||||
(amounts in 000s, except for per share data) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Computation of funds from operations: |
||||||||||||||||
Net income available for Common Shares |
$ | 6,827 | $ | 6,000 | $ | 25,787 | $ | 21,064 | ||||||||
Income allocated to common OP Units |
789 | 928 | 3,410 | 3,360 | ||||||||||||
Right-to-use contract upfront payment, deferred, net
(1) |
3,414 | 4,551 | 5,910 | 8,499 | ||||||||||||
Right-to-use contract commissions, deferred, net(2) |
(1,347 | ) | (1,657 | ) | (2,347 | ) | (3,069 | ) | ||||||||
Depreciation on real estate assets and other |
17,285 | 16,940 | 34,512 | 33,863 | ||||||||||||
Depreciation on unconsolidated joint ventures |
307 | 303 | 614 | 608 | ||||||||||||
Loss on real estate |
| 54 | | 231 | ||||||||||||
Funds from operations (FFO) |
$ | 27,275 | $ | 27,119 | $ | 67,886 | $ | 64,556 | ||||||||
Non-revenue producing improvements to real estate |
(4,965 | ) | (5,690 | ) | (7,795 | ) | (9,069 | ) | ||||||||
Funds available for distribution (FAD) |
$ | 22,310 | $ | 21,429 | $ | 60,091 | $ | 55,487 | ||||||||
FFO per Common Share Basic |
$ | 0.74 | $ | 0.77 | $ | 1.88 | $ | 1.83 | ||||||||
FFO per Common Share Fully Diluted |
$ | 0.73 | $ | 0.76 | $ | 1.86 | $ | 1.82 | ||||||||
FAD per Common Share Basic |
$ | 0.60 | $ | 0.61 | $ | 1.66 | $ | 1.58 | ||||||||
FAD per Common Share Fully Diluted |
$ | 0.60 | $ | 0.60 | $ | 1.65 | $ | 1.56 |
(1) | The Company is required by GAAP to defer recognition of the non-refundable upfront payments from the entry of right-to-use contracts over the estimated customer life. The customer life is currently estimated to range from one to 31 years and is determined based upon historical attrition rates provided to the Company by Privileged Access. The amount shown represents the deferral of a substantial portion of current period contract sales, offset by the amortization of prior period sales. | |
(2) | The Company is required by GAAP to defer recognition of the commission paid related to the entry of right-to-use contracts. The deferred commissions will be amortized on the same method as the related non-refundable upfront payments from the entry of right-to-use contracts. The amount shown represents the deferral of a substantial portion of current period contract commissions, offset by the amortization of prior period commissions. |
As Of | As Of | |||||||
June 30, | December 31, | |||||||
Total Common Shares and OP Units Outstanding: | 2011 | 2010 | ||||||
Total Common Shares Outstanding |
37,267,833 | 30,972,353 | ||||||
Total Common OP Units Outstanding |
4,308,958 | 4,431,420 |
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
Selected Balance Sheet Data: | (amounts in 000s) | (amounts in 000s) | ||||||
Net investment in real estate |
$ | 1,870,749 | $ | 1,884,322 | ||||
Cash and short-term investments |
$ | 85,344 | $ | 64,925 | ||||
Acquisition escrow deposits |
$ | 300,000 | $ | | ||||
Total assets |
$ | 2,368,553 | $ | 2,048,395 | ||||
Mortgage notes payable |
$ | 1,357,458 | $ | 1,412,919 | ||||
Unsecured lines of credit(1) |
$ | | $ | | ||||
Total liabilities |
$ | 1,560,966 | $ | 1,588,237 | ||||
Perpetual Preferred OP Units |
$ | | $ | 200,000 | ||||
8.034% Series A Cumulative Redeemable Perpetual
Preferred Stock |
$ | 200,000 | $ | | ||||
Total equity |
$ | 607,587 | $ | 260,158 |
(1) | As of June 30, 2011, the Company has an unsecured line of credit with a borrowing capacity of $380 million, accrues interest at LIBOR plus 1.65% to 2.50% per annum and contains a 0.30% to 0.40% facility fee. The unsecured line of credit matures on September 18, 2015 and has an eight-month extension option. |
Equity LifeStyle Properties, Inc.
(Unaudited)
(Unaudited)
Summary of Total Sites as of June 30, 2011:
Sites | ||||
Community sites |
44,200 | |||
Resort sites: |
||||
Annuals |
20,800 | |||
Seasonal |
8,900 | |||
Transient |
9,700 | |||
Membership (1) |
24,300 | |||
Joint Ventures (2) |
3,100 | |||
111,000 | ||||
(1) | Sites primarily utilized by approximately 106,000 members. | |
(2) | Joint Venture income is included in Equity in income from unconsolidated joint ventures. |
Quarters Ended | Six Months Ended | |||||||||||||||
Manufactured Home Site Figures and | June 30, | June 30, | June 30, | June 30, | ||||||||||||
Occupancy Averages: (1) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Total Sites |
44,235 | 44,232 | 44,235 | 44,232 | ||||||||||||
Occupied Sites |
40,053 | 39,819 | 40,029 | 39,828 | ||||||||||||
Occupancy % |
90.5 | % | 90.0 | % | 90.5 | % | 90.0 | % | ||||||||
Monthly Base Rent Per Site |
$ | 552.67 | $ | 540.79 | $ | 552.06 | $ | 539.92 | ||||||||
Core (2) Monthly Base Rent
Per Site |
$ | 552.74 | $ | 540.86 | $ | 552.13 | $ | 540.00 |
Quarters Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
Home Sales:(1) (Dollar amounts in thousands) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
New Home Sales Volume (3). |
6 | 22 | 27 | 40 | ||||||||||||
New Home Sales Gross Revenues |
$ | 338 | $ | 657 | $ | 1,149 | $ | 1,081 | ||||||||
Used Home Sales Volume (4) |
210 | 235 | 363 | 368 | ||||||||||||
Used Home Sales Gross Revenues |
$ | 950 | $ | 1,290 | $ | 1,496 | $ | 1,913 | ||||||||
Brokered Home Resale Volume |
167 | 191 | 372 | 378 | ||||||||||||
Brokered Home Resale Revenues, net |
$ | 214 | $ | 242 | $ | 467 | $ | 481 |
(1) | Results of continuing operations, excludes discontinued operations. | |
(2) | The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The 2011 Core Portfolio includes all Properties acquired prior to December 31, 2009 and which have been owned and operated by the Company continuously since January 1, 2010. Core growth percentages exclude the impact of GAAP deferrals of membership sales and related commission. | |
(3) | The quarter and six months ended June 30, 2011, includes zero third-party dealer sales. The quarter and six months ended June 30, 2010, includes two and nine third-party dealer sales, respectively. | |
(4) | The quarter and six months ended June 30, 2011, includes one third-party dealer sales. The quarter and six months ended June 30, 2010, includes one and two third-party dealer sales, respectively. |
Equity LifeStyle Properties, Inc.
(Unaudited)
(Unaudited)
Non-GAAP Financial Measures
Funds from Operations (FFO), is a non-GAAP financial measure. The Company believes that
FFO, as defined by the Board of Governors of the National Association of Real Estate Investment
Trusts (NAREIT), is generally an appropriate measure of performance for an equity REIT. While
FFO is a relevant and widely used measure of operating performance for equity REITs, it does not
represent cash flow from operations or net income as defined by GAAP, and it should not be
considered as an alternative to these indicators in evaluating liquidity or operating performance.
The Company defines FFO as net income, computed in accordance with GAAP, excluding gains or
actual or estimated losses from sales of properties, plus real estate related depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the
same basis. The Company receives up-front non-refundable payments from the entry of right-to-use
contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions
are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO
does not address the treatment of nonrefundable right-to-use payments, the Company believes that it
is appropriate to adjust for the impact of the deferral activity in its calculation of FFO. The
Company believes that FFO is helpful to investors as one of several measures of the performance of
an equity REIT. The Company further believes that by excluding the effect of depreciation,
amortization and gains or actual or estimated losses from sales of real estate, all of which are
based on historical costs and which may be of limited relevance in evaluating current performance,
FFO can facilitate comparisons of operating performance between periods and among other equity
REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront
non-refundable payments and expense deferral of right-to-use contract commissions also facilitates
the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and
cash flow from operating activities, investing activities and financing activities, when evaluating
the Companys operating performance. The Company computes FFO in accordance with its
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 does. Funds available for
distribution (FAD) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue
producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income
and cash flow from operating activities, investing activities and financing activities, when
evaluating the Companys operating performance. FFO and FAD do not represent cash generated from
operating activities in accordance with GAAP, nor do they represent cash available to pay
distributions and should not be considered as an alternative to net income, determined in
accordance with GAAP, as an indication of the Companys financial performance, or to cash flow from
operating activities, determined in accordance with GAAP, as a measure of the Companys liquidity,
nor is it indicative of funds available to fund the Companys cash needs, including its ability to
make cash distributions.