Sun Communities, Inc.

Greetings. Thank you for joining us today for Sun Community's second quarter 2021 earnings conference call. At this time, all participants are on a listen-only mode. A question-and-answer session will begin after the formal presentation. Please note this conference is being recorded. I would now like to turn the conference over to your host, Gary Shiffman, Chairman and Chief Executive Officer. Thank you. You may begin.

Good morning, and thank you for joining us as we discuss our second quarter 2021 results. we are pleased with the continued outstanding performance of all our business segments. In the second quarter, we delivered 61% growth in core FFO per share to $1.80 as compared to the second quarter of 2020, exceeding the high end of our guidance of $1.63 as our ongoing momentum accelerated beyond our forecasted expectations. Comparing to a non-COVID impact quarter, Our second quarter FFO per share was 53% greater than the second quarter of 2019. This outperformance, along with a positive outlook for the third and fourth quarters, once again led us to raise our core 2021 FFO guidance range by $0.31 at the midpoint to $6.25 to $6.37 per share. The change is being driven by continued outperformance of transient RV, marinas, the sustained strength in our manufactured housing portfolio, and our robust acquisition activity, particularly as we begin to realize the meaningful marina industry consolidation opportunity. Complementing our operational performance was Sun's well-received inaugural unsecured bond issuance following our investment grade rating from S&P and Moody's. we issued $600 million of senior notes in an oversubscribed offering in mid-June. Sun's access to the bond market provides us with enhanced financial flexibility to most efficiently match fund our investment activities. With a healthy pipeline of internal and external growth opportunities, we believe this was the right time for this step, and we'll look to continue enhancing our credit metrics over time for improved ratings. For the quarter, same community NOI grew 21.6% over last year, reflecting the continued demand in each of our segments and our favorable strategic positioning to capture that demand. We entered the quarter with same community occupancy of 98.8%, a 160 basis point improvement over the second quarter of 2020 with manufactured housing same community NOI growing by 5.4% and RV same community NOI growing by 85.1%. Year to date, we have filled more than 1,000 revenue producing manufactured housing and annual RV sites and have delivered more than 580 ground up and expansion sites that will continue providing the runway for growth over subsequent quarters. New site deliveries are one of SUN's key levers that we anticipate continuing to contribute to a sustained growth profile and value creation. As of quarter end, we had approximately 9,400 sites available for development that we anticipate delivering over time. We have also remained active in growing our portfolio adding 18 properties in the second quarter and through this earnings call, deploying over $719 million of capital and adding more than 5,000 sites, wet slips, and dry storage spaces. This brings year-to-date acquisition volume to over 853 million across 28 properties. Our acquisition teams remain extremely active sourcing deals and channeling them through our underwriting process. We are very enthusiastic about the opportunities we are seeing across each of Sun's businesses. Our excellent reputation as a transaction partner and our structuring flexibility gives us access to off-market transactions across manufactured housing communities, RV resorts, and marinas. Subsequent to quarter end, we completed the disposition of two manufactured housing assets that no longer fit our core strategy. We sold these assets at a 4.3 cap rate, which we believe is a very positive indicator of the value and quality of our core portfolio. Our RV resort business is benefiting from the demand for outdoor experiences. As we have been discussing throughout the pandemic, once travel restrictions began to lift, RV travel quickly emerged as a vacation option of choice. Importantly, even as broader travel has picked up, it is clear that people who have experienced the benefits of RV travel and the quality and amenities that Sun Resorts offer are becoming repeat customers. There has been no waning of demand for RV vacationing, even as other forms of leisure travel have become available and bounced back. As John will discuss, we are confident this segment will remain strong for several reasons, including our solid forward bookings for transient and our annual site conversions. In our marina business, results continue to track ahead of underwriting, and we are in the midst of an active voting season. In summary, we are pleased with our results and optimistic about our outlook. We continue to achieve strong operational results and realize internal and external growth opportunities. Furthermore, with our equity raised in the first quarter and our recent bond issuance, we are well positioned to execute on each of these prospects. Finally, I want to take a moment to recognize and thank the entire Sun team for their unwavering hard work and dedication. Our team members are the reason we continue to deliver the type of outperformance we have been discussing. We believe that one element of that success is our commitment to ESG matters, which are becoming increasingly woven into all aspects of our business. As part of that enhanced focus, there is one element I want to highlight today. We are proactively adjusting our pay structure at the property level to ensure that pay is properly aligned with a number of factors including job responsibilities, tenure of service, and appropriate living wages. While this is resulting in a payroll expense increase, we are committed to making Sun the best employer which will facilitate us continuing to foster a dedicated, skilled, and healthy team. I will now turn the call over to John to discuss our operational performance. John?

Thank you, Gary. SUN delivered a strong second quarter across the board, outperforming our prior expectations in RV, marinas, and manufactured housing. Our results reflect the combination of the stability of our best-in-class portfolio, as well as the incremental benefits of our growth initiatives across our three business lines. For the second quarter, combined same-community manufactured housing and RV NOI increased 21.6% from the second quarter of 2020. The growth in NOI was driven by a 22.5% revenue gain supported by a 160 basis point increase in occupancy to 98.8% and a 3.3% weighted average rent increase. This was offset by a 24.7% expense increase compared to the second quarter of last year when we had implemented expense saving measures including furloughs of properties impacted by COVID-related closures. Same community manufactured housing NOI increased by 5.4% from 2020, and same community RV NOI increased by 85.1%. The RV growth reflects both the impact from COVID-related delayed opening of 44 of our resorts on last year's results, as well as the incredibly strong transient demand this year. Given the stay-at-home orders that were in place during the second quarter of 2020, we think it is helpful to look at these results relative to the second quarter of 2019. For all of our comparisons to 2019, we're utilizing last year's same community pool of 367 communities. Compared to 2019, the portfolio's NOI CAGR was 9.7%, and the CAGR for revenues and expenses were 8.5% and 5.9% respectively. The RV NOI CAGR was up by 18.6%, including a 19.6% increase in transient RV revenues. Looking at the most recent holiday weekends further illustrates how demand has escalated. For Memorial Day weekend, RV revenue was up 39% compared to 2019. Similarly, for the 4th of July weekend, revenue improved 35% compared to 2019, and 36.5% compared to 2020, driven by a 10.5% increase in occupancy and a 19% increase in average daily rate. We are pleased that so many new consumers have recently taken an initial RV vacation. Moreover, we are confident that many of these vacationers have discovered the joy of RV travel and the quality outdoor experience at a Sun RV resort. Therefore, even as other forms of travel have reopened or are deemed to be safe again, we are seeing demand persist through the second half of 2021. I would like to highlight a few metrics which illustrate the increasing interest in Sun Vacations and the engagement and loyalty of our guests. Traffic to our Sun RV Resorts website was incredibly strong in the first half of 2021, up almost 80% from the first half of 2020 and 158% compared to 2019. Within this growth, we are seeing a shift to a younger audience with significant increase in guests age 18 to 34. Our social media efforts are attracting the largest following and engagement in the industry with over 1.3 million followers on three of the largest social media platforms, Instagram, TikTok, and Facebook. A big element of a Sun vacation is the community and the activities we provide. and these channels are an ideal way to continue to showcase what we offer and to nurture the community element to drive repeat guests. From the same community perspective, first-time guests to our resorts increased 80% during the first half of the year compared to 2019. We are also piloting a new RV Resorts loyalty program where guests can earn points for stays and redeem them for benefits, discounts, or free nights on future vacations. With the size of the Sun portfolio and the geographic variety we offer, we believe this program will further encourage guests to choose the Sun RV Resort as their vacation destination. As we look to the back half of the year, our transient forecast is trending 15.2% ahead of our original 2021 budget. There are a number of dynamics supporting the continuation of these positive demand trends. One is the strong sale of new RVs. According to the RV Industry Association, 2021 RV unit sales are projected to be 34% higher than in 2020 and reach a new industry record. Additionally, there are a few promising venture-backed platforms, including RVShare and Outdoorsy, which allow owners to rent their personal RVs, providing a new option for consumers seeking an outdoor vacation without the capital outlay of buying an RV. These platforms help activate otherwise idle RVs, which we believe will fuel additional demand for RV resorts. With respect to the total MH and RV portfolio, in the second quarter we gained 583 revenue-producing sites. Of our revenue-producing site gains, over 350 transient RV sites were converted to annual leases, with the balance being added to our manufactured housing expansion communities. With the increase in RV guests, we were able to realize the opportunity to convert transient sites to annual leases and achieve an average 50% increase in site revenues during the first year of conversions. Moving on to new construction, in the second quarter we delivered approximately 220 new sites, 100 of which were ground-up developments and 120 were expansion sites. The ground-up development deliveries include RV sites at our newly opened Camp FEMFO outside of Austin and Texas Hill Country. This marks the first delivery in a planned series of new ground-up family-focused RV resorts within one of our JV partnerships. Those of you wondering, FIMFO stands for Fun is More Fun Outdoors. These completed expansion and ground-up development sites will contribute to revenue growth in 2021 and beyond as they fill up and stabilize. Manufactured housing home sales in the second quarter is another area where we saw a tremendous increase compared to the same period last year. Total sales volume was up approximately 90% year-over-year as we sold more than 1,100 homes in the quarter. Compared to 2019, this sales volume represents an increase of 25%. We believe the growth is due to a number of factors, including pent-up demand from limited home moves during the pandemic, the attainable nature of the homes in our communities, an increasingly tight real estate market, and lower relative increases for the construction and material costs of our product versus site-built housing. Average home prices during the quarter for new and pre-owned homes rose 11.6% and 23.3% respectively, underscoring the overall geographic mix as well as sustained demand for our product and the strong desire to live in a high-quality Sun community. This favorable demand environment helped support attractive gross margin results for both new and pre-owned home sales, which expanded 50 basis points and 14.6 percentage points, respectively, compared to the prior year period. Additionally, brokered home sales volume was up 113% compared to the second quarter of 2020, with the average home value increasing by 26%. In terms of our operations in our manufactured housing business, we are benefiting from sustained strength and fundamentals in demand for affordable housing. Applications to live in a sun community were up more than 20% compared to 2020 in the second quarter and year to date. Turning to the marina business, we ended the quarter with 114 properties comprising nearly 41,300 wet slips and dry storage spaces. which includes the acquisition of four properties for approximately $423 million completed in the second quarter. Better than expected performance for the marina portfolio continues to come from demand for wet slips and dry storage spaces. Same marina rental revenue growth for the portfolio of 75 properties owned and operated by Safe Harbor since the start of 2019 was almost 17% for the first half of 2021 over 2019. This is a CAGR increase in rental revenue of 9.7% for the quarter and 8% for the first half of 2021. Overall, the marinas are performing ahead of expectations, and the Safe Harbor team continues to source attractive acquisitions as Gary discussed. According to the National Marine Manufacturers Industry, boat dealers are seeing record levels of demand. New boat sales reached a 13-year high in 2020, and they remain at elevated levels with most recent reported sales data through March 2021 up 30% compared to the 2020 average. In summary, we are very encouraged by our performance across all of our businesses year-to-date and our outlook for the remainder of the year. Secular demand trends are acting as a tailwind, and Sun has the platform and expertise to capture that demand and realize attractive growth. The combination of the favorable macro environment, along with the strategy Sun has been implementing for years, has positioned us very well to continue to execute on our initiatives, drive industry-leading growth, and create long-term value for all stakeholders. Erin will now discuss our financial results in more detail. Erin?

Thanks, John. For the second quarter, Sun reported core FFO per share of $1.80. 60.7% above the prior year, and 17 cents ahead of the top end of our second quarter guidance range. Outperformance was achieved across all business lines. Our manufactured housing business experienced higher than forecasted revenue, including rental home revenue and other community related fees and charges, as well as lower than expected operating expenses. Annual RV revenue, as well as transient and vacation rental revenues, drove strong results in the RV segment, partially offset by higher operating expenses, including wages and benefits, utilities, and supply and repair costs. And the marina business was bolstered by higher boat slip, storage, and service revenues, offset by higher payroll costs, as well as utility and repair costs. During the quarter and subsequent to quarter end, we acquired over $719 million of operating properties, bringing our year-to-date total to over $853 million, adding 28 properties totaling over 7,600 manufactured housing and RV sites, marina wet slips, and dry storage spaces. To support our operations and growth activities, we have been active in enhancing our balance sheet and in capital markets activity, which provide the capacity and flexibility to pursue our ongoing growth pipeline. As Gary mentioned, we are pleased to have received investment grade ratings with stable outlooks from both S&P and Moody's. We followed this news with a successful $600 million inaugural bond offering in mid-June. Additionally, during the second quarter, we drew on the remainder of the forward equity sales agreement we had entered into in March. We settled 4 million shares with net proceeds of $540 million, the majority of which was used to fund our acquisitions and pay down our line of credit. Finally, we recast our revolving line of credit agreements. We replaced the prior $750 million line and Safe Harbor's prior $1.8 billion line with a combined $2 billion revolver with a $1 billion expansion option. We ended the second quarter with $4.3 billion of debt outstanding at a 3.5% weighted average rate and a weighted average maturity of 10.4 years. As of June 30th, we had $104 million of unrestricted cash on hand and a net debt to trailing 12 months recurring EBITDA ratio of 5.1 times. We are raising our full year 2021 core FFO guidance to a range of $6.25 to $6.37 per share, a $0.31 increase at the midpoint from our prior range, which represents year-over-year growth of 24% at the midpoint. Approximately 17 cents of the increase is due to our outperformance in the second quarter, with the remainder due to contributions from our recent acquisitions and increased expectations across each of our businesses, particularly Transient RV. This is offset by approximately $8 million of property-level proactive wage increases for the remainder of the year, which Gary previously discussed, of which approximately half had been included in prior issued guidance. Additionally, we estimate an impact of $0.11 per share for the remainder of the year from the settlement of the forward equity offering completed in the second quarter. We expect core FFO for the third quarter to be in the range of $2 to $2.06 per share, representing 27% year-over-year growth at the midpoint. on top of the 10% growth we delivered in 2020 over 2019. We are also revising full year same community NOI growth guidance to a range of 9.9 to 10.7%, up 230 basis points from the previous midpoint of guidance of 8%. This revised NOI growth range is inclusive of the aforementioned increased property level payroll expenses. As a reminder, our guidance includes acquisitions through the date of this call, but does not include the impact of prospective acquisitions or capital markets activities, which may be included in research analyst estimates. This completes our prepared remarks. We will now open up the call for questions. Operator?

Thank you. Ladies and gentlemen, at this time, we will be conducting a question and answer session. If you'd like to ask a question, you may press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Nick Joseph with Citigroup. Please proceed with your question.

Thanks. Gary, you mentioned the robust acquisition pipeline, so I'm wondering if you're seeing any differences in competition for assets or relative value between the different business lines.

Good morning, Nick. The competition stays pretty similar as to what we've expressed in the past. There are a number of newly formed platforms that we're encountering out there, small to midsize, looking to grow their portfolios. We announced the sale of two properties as dispositions. In our earnings release, that went to a group that is certainly growing their platform. Lots of competition out there on the MHDRV side, and we're starting to see it a little bit on the Marina side. Cap rates, though I know it wasn't part of your question, seem pretty similar to where they've been and what we've shared in the past. The MH and RV all falling behind. generally for us in the four to five cap rate range. And we're seeing them dip, you know, even sub three in some cases. So a lot of capital looking to acquire fewer and fewer available assets out there today.

Thanks. That's helpful. And you mentioned the dispositions. How many more properties are non-core and what should we expect you to sell into this transaction market?

I think that John would share these sentiments and feel free to add anything that we, from time to time, do a very close look at our assets and generally where we find assets that don't fit the growth pattern of the rest of the portfolio, we'll look at the potential dispositions. You'd have to go back, I think, all the way to 2014 or 15 two of the last dispositions that we do. I think in assembling best-in-class Airbnb and MH platform over the last 10 years or so in the industry, there is just a little bit of culling that will take place every so often when we don't meet those growth trajectories or have other reasons for selling assets.

Are there any more properties right now that aren't meeting those criteria that could be sold in the near term?

There's a handful of five or under properties that were identified on our disposition list that may or may not transact in the near future.

Thank you.

Our next question comes from the line of Wes Galladay with Robert W. Baird. Please proceed with your question.

Hey, good morning, everyone. Just wondering with the strength you're seeing in the transient RV, does it make sense to hold back some of the annual RV sites at certain locations?

Hey, Wes, this is John. Yeah, I mean, reiterating some of the metrics that we shared in the prepared remarks, I mean, the traffic that we're seeing come into our community in terms of web traffic, the 80% increase in first-time guests versus 2019, I think one of the, you know, more sort of significant drivers that's contributing is, you know, we've talked a lot before about having 11 million registered RVs out there against about a million sites. But when you have platforms like Outdoorsy and RVShare, like I mentioned earlier, that really makes that number feel a lot higher than that. We don't know what it is. It could be 12 million, it could be 13 million as vital RVs are engaged throughout America. But, you know, so... The activity is pretty incredible. With that said, we have always been in that realm of 1,000 to 1,100 conversions that we would do. And one of the things that we do on a continual basis throughout the portfolio is look at each property on a site-by-site basis and kind of derive the right balance between revenue on a per-site basis versus whether it remains a transient site or becomes an annual site. And as you can see, we have still And we'll continue to grow the annual side of the business as well because we have converted over, I think, 744 years' date, which is actually tracking a little bit elevated from what we do on a normal year basis. So in a nutshell, it really is kind of a balance on a property-by-property basis, which we will be watching vigilantly as we always do for executions.

Got it. And then when we look at the marinas, you're obviously acquiring at a pretty fast clip here. Have you started to redevelop any of the sites that you've acquired already?

Yeah, it's scary. Absolutely. There is, as we discussed, a higher demand for bigger slips, longer slips, as boats being sold tend to be longer in length. So where we can convert smaller slips into those in higher demand, the longer slips that continually is taking place. The not too distant future, we will look to open a brand new marina development, which strategically is directly across the river from the Lauderdale marina that was just acquired. So we'll be able to expand that marina facility. It's an ongoing process that Safe Harbor Management has done very, very similar to Sun's MH&RV platform of studying the existing assets and creating value out of redeveloping and reinvesting capital where we can.

Got it. And I just have one quick modeling question. You have that new metric, the SRDE. There's a lot of seasonality to it. Should we expect 3Q results to be largely comparable to 2Q?

Yeah, the Q3 results, as we mentioned, are highly different. driven on Transient RV and Marina. So in the Marina side, it's service, really, that's driving it. And on the RV side, it's retail, dining, entertainment, and other fees and charges. So I would expect continued outperformance from those areas in Q3.

Got it. Thanks, everyone.

Our next question comes from the line of Keegan Carl with Barenburg. Please proceed with your question.

Hey, guys. Thanks for taking the questions. Thanks for just giving all of your recent transactions in the marina space. Is there a percentage of the business that you actually cap marina revenues at, or are you going to continue to be aggressive just given the attractive cap rates you're seeing?

Keegan, I think what we shared when we – acquired and announced the transaction with Safe Harbor that the Safe Harbor rental income would represent about, at that time it was about 17% of Sun's rental revenues. If you fast forward to today, even with all the acquisition that's taken place, it represents about 18% of our rental revenues. The goal initially as shared with our stakeholders, similar to what we did in the RV business. We grew our RV rental revenue from about 11% in the mid-2000s to about 25%, 30% today. And we would be prepared at the time, my remarks were, to go to 20% to 25% of rental revenue in Marina. But as it happens, we've been very successful with the continued strong pipeline on the MH and RV side. So we've moved the needle about one percentage point with all the marina acquisitions to date.

Got it. And then as far as the marina acquisition strategy, should we expect more yacht-focused marinas in the future? And how do the cap rates compare on these just to a traditional marina?

Yeah, similar to real estate, it's all about location and demand in any given area. And I'd share a big picture that very similar to what we accomplished at Sun in RV and MH. We focused on the East Coast. We're very strong in Florida, as Safe Harbor is. Moved up the coast to the north all the way to Maine, as Safe Harbor is doing, to create... footprint that the members at Safe Harbor can travel within the system of Safe Harbor. We think that's true and a differentiator, if you will, from the strong platform that Safe Harbor has created and creating. And then we will move to the West Coast, very similar to what we did in MH&RV. We've already begun our efforts there with several acquisitions on the West Coast, and we will look to create membership pattern and traffic up and down the West Coast as well from areas like Seattle all the way down to San Diego. And the goal again is to create a consistency and a quality of expectation throughout the safe harbor membership. So the goal is they actually will never want to stay anywhere but a safe harbor Marina, if we can provide the footprint for them to do so.

Got it. Just one final one on the investment grade ratings you guys received. Can you maybe go through the process you went through working with the ratings agencies, and was it ahead of your internal expectations to receive them?

I'm sorry, could you ask the question again? Was it ahead of our internal expectations?

Yes, we worked through it. I think it was If anything, faster than we would have expected. When we made the decision, and it's something we review as part of our first quarter review with our board of directors and senior management, reviewing all things Sun, including the balance sheet, we determined that the timing seemed right. And I think to all the work that's gone into Sun's balance sheet, its history, and the fact it was investment grade rated, prior to 2004 assisted in very fast approval and the investment grade rating that we saw. Our goal is to continue to work with the agencies and demonstrate a process that can improve the rating as we move forward.

Got it. Thanks for the time, everyone.

Our next question comes from the line of Samir. Kennell with Evercore. Please proceed with your question.

Hi, Gary. I guess my question is around the acquisition pipeline. I mean, you've been very active on that front. You know, look at the numbers you could do more than a billion this year. Do you think that's sort of sustainable into even next year as we think about your growth profile over the next 12 to 24 months? Just given the amount of capital chasing deals today, just want to kind of get your view on that.

It absolutely is a great question, Samir. Each year, we're faced with that same question externally and internally. We've been very fortunate to have a great acquisitions team, and now we have a great acquisition teams, if you will, plural. The marine acquisition team at Safe Harbor has joined the company along with our existing MH&RV team. It's getting harder and harder. There is more and more competition. from small investors, as I said earlier, all the way to big platforms that are out there that are well capitalized. The 1031 exchange competition that's out there has made it more and more difficult. In general, one of the things that has helped us succeed in our acquisitions is the deep relationships, the deep history, the fact that we've been so acquisitive for the last 10 plus years. So there really isn't a transaction that happens out there in the MH&RV space that Sun doesn't have an opportunity to take a look at or isn't brought to that transaction first. Some of them are off market, and that's where we've been very, very successful. They're not brokered. They come directly to us. And others were very competitive in the auctions with the brokers, but we're not chasing things that don't work for our growth pattern. So the short answer is it's becoming more and more difficult. I think we will continue to be successful. The view that we have in the pipeline right now is pretty similar as we've shared over the last few quarterly calls. We will look to continue to ramp up our new community development. I've indicated we've got about 8,400 sites currently under contract in various forms of either closing or entitlement and rezoning efforts and where we can build communities to high single digit unlevered IRRs on stabilization. We will look to continue to ramp up that business over the next three to five years. And if we should fall short at all in the acquisition area, we think we'll more than make up for the growth on the new community development level.

Thanks, Gary. That's it for me.

Thank you. Our next question comes from the line of Joshua Dennerlein with Bank of America. Please proceed with your question.

Yeah. Good morning, Gary, Karen, and John. Hope you're all well. I'm just curious on the RV side. I know at NAERI we discussed the rollout of your camp spot, that RV revenue management system. How much of a contributor of that is driving the strength in transient RVs?

Hey, Josh. Good morning. This is John. It obviously is a significant contributor. More than anything else with Camp Spot from the reservation process and the fact that the system itself has a built-in algorithm that adjusts for the most efficient rate and occupancy equation helps kind of, as I've described before, I mean, every time, every weekend that comes along, every week in the portfolio, it's sort of like putting a jigsaw puzzle together, and so this maximizes that grid automatically within the system. And that's just, you know, but that's just a piece of everything that's contributing on the RV side, because it can also go the other way, which is from a revenue management standpoint, if we've got, you know, some lower occupancy weekdays, we can actually adjust the rates downward to fill more occupancy in the community. And so what we're able to do then, just like we've done historically for years, you know, Sun's had a significant focus on, you know, the shoulder months associated with you know, our snowbird season, now we have sort of shoulder days associated with every week. And so we're seeing those contributions come in by moving up and down in terms of rate, as well as the grid and the occupancy within a given community.

Okay. No, it's great to see. And then if I look at page 22 or sup, there's a column in the table called growth projects. I don't know if that's new or not, but I noticed it was 2019. It was a lot smaller than it was in 2020 and 2021. I'm curious if most of these growth projects are being driven by the marinas.

Josh, you noticed it used to be called revenue producing, and when we brought the Marino portfolio in, we changed it to growth projects, so you're correct. There is a piece of this, what these projects are, are projects that are either revenue producing or expense savings, so they include things like our solar project, other utility conservation projects, From the Safe Harbor side, it includes the slip configuration, the dry storage improvements, and some of their water suite rental boats that they're including. So about 11-plus million of it is from the MHRV side, and the remainder of it is Safe Harbor.

Thanks, Karen. Appreciate it.

That's great. Our next question comes from the line of John Pawlowski with Green Street Advisors. Please proceed with your question.

Hey, good morning. Thanks a lot for the time. I'd just like to follow up on Josh's question there. John, I'd just like to hear how you think through the intermediate term trajectory of just total RV net dollars. So you've got Camp Spot rolled out. Some of this transient demand will probably go away, but other sources of demand in the post-COVID world will stick. You know, will absolute RV dollars go down in the coming years? Will it go up? Just help me think through the stickiness of this demand you're seeing.

Yeah, great question, John. I appreciate it. I mean, I've got a whole bunch of metrics I can go through here, okay, which is to say, you know, you look at the growth we've had in RVs, same community, and why up 85% in the second quarter, right? You look at the Memorial Day, the holiday revenue growth that we've had from Memorial Day and Fourth of July at 39% and 35% versus 2019. You look at a really healthy split in how that growth has happened between occupancy and ADR we have in the communities. Our web traffic being up 80% versus the first half of 2020, 158% versus 2019. We've had an 82% increase and travelers aged 18 to 24, and a 39% increase in travelers aged 25 to 34. 1.3 million followers on Instagram, TikTok, and Facebook. RVIA, the RV Industry Association, estimates there will be 575,000 RV sales in 2021. And if you look at that, an 80% increase in the first time guests to the sun, I mean, for sure, some people will revert back to old vacation habits. They'll take trips. They'll get on airplanes. We're seeing that today. You can't read a paper without seeing how much airline travel is picked up. I'm heading down to the airport tomorrow. I'm glad I'm on clear because hopefully I'll get through faster because I've heard how busy it is at the airport. But the prospects for RV, frankly, have never been stronger. And just the fact that there's so many new people that have come in and enjoyed the outdoor asset class will retain its own, okay? So it's incrementally better for us. And then finally, I think you really have to consider, you know, the new entrants in this space that are getting a lot of capital behind them, like outdoorsy and RV share for all those RVs that are sitting out in people's yards and driveways that are being activated again. So instead of 11 million RVs for every million sites there are, It really feels like a lot more than that. I think we're seeing that come in. So I've said it, you know, for a number of calls here, but, and Gary has too, you know, this discovery is for real. And it's all good because incrementally we'll pick up more than we had before.

Understood. Certainly powerful statistics. Is your sense, if you had a bet on it, is your sense that just take year-to-date $170 million in RV revenue, is that a sustainable base to grow off of these next few years?

Yeah, I think we're all shaking our heads. We have been growing for the last 10 years at a very healthy rate. So as John said, If we just continue growing the way we've historically grown and have any incremental percentage of all the available demand going forward, even if some of it subsides, we should be able to continue to deliver very good returns to the shareholders. And I just would add one thing to it. I think that I wouldn't want anyone to under Overlook, let me put it that way, overlook the strategic planning that goes into our acquisition activity. I touched on it a little earlier, building traffic patterns on both coasts, north to south, south to north, and east to west. When we're out there acquiring, we're not just not acquiring to become larger, we're acquiring to create The set of assets to keep people much like safe harbor does within the Sun RV resort program John Kevin touched on it, but we have a big loyalty program and a lot of Branding efforts and things that you'll see roll out over the next 12 months or so that are very much associated with generating more sustainable loyalty within the brand and So I think we feel very, very positive as best we can looking out as to the growth we can continue to sustain here.

Understood. Thank you for all the comments. Just last quick question from me. Do the safe harbor folks expect drought or any other severe kind of weather-related impacts on revenue in the near term?

That's a great question. The answer is we do not. OK, but that being said, it's hard not to pay attention to all the climate concerns that are out there today. And certainly, we're very focused on it as an entire company. When it comes to Safe Harbor, you may recall even reviewing the transaction at the board level, we focused very much on climate, thoughts and process and climate change and the financial impacts. The first thing that we did, uh, was to look at, uh, increasing our property and casualty insurance related to name storm impacts. So we've done that already post acquisition safe Harbor, uh, had, uh, um, done a, uh, Brown university, uh, study on climate control. It was headed by a professor. I think his name was Kurt Spalding. And it indicated on a present value worst case scenario looking out over 15 years, there could be $10 million of ground damage. And I just suggest that's due to the fact that 90% of the marina assets are on the water and they float up and down with the water level. It's an impact on what happens on land And then subsequent to the acquisition and further focus, Safe Harbor has reengaged with Brown University, and we're expecting over the next quarter or so the results of a new updated climate impact on the Safe Harbor Marina. So we're looking forward to sharing that with everybody as we get that completed over the next quarter or two.

Okay, that's it for me. Thanks very much.

Our next question comes from the line of Michael Goldsmith with UBS. Please proceed with your question.

Good morning. Thanks a lot for taking my question. Marina NOI doubled from the first quarter to the second quarter. I think the guidance at the beginning of the year called for a 60% sequential increase. You've acquired more marinas since then, but can you help break down where that outperformance came from?

in referring to the increase in Marina NOI is really based on seasonality, right? So your Marina seasonality is probably lowest in the Q4, Q2, I mean Q1. Q2 and Q3 are the highest Marina NOI generations. So I think probably looking at a seasonality aspect to that growth, as well as what you mentioned, their acquisitions.

Okay, we can discuss that offline. But, you know, the guidance for the implied fourth quarter core FFO of 119 to 125, the midpoint's a little bit lower than what you guided to at the beginning of the year, or what was implied with that. Is there more than just shares issuances and wage increases in the fourth quarter? And then that amounts to 3% to 8% core FFO growth on a more normal comparison. Is that a good way to think about kind of the future runway rate of FFO growth?

To your first point in Q4, again, I think there's some misalignment of seasonality on estimates in hours and analysts, I think. The impact of the equity offering, as you mentioned, is in there in Q4. And there is not only the higher level payroll costs, there's also $4 million of costs associated with the branding of our RV platform that Gary mentioned and some higher corporate wages and incentive count based on outperformance that we've been experiencing as an organization. And I'm sorry, what was your other question?

So the implied fourth quarter FFO growth, it implies 3% to 8% growth over 2020. So is that kind of like a sustainable way to think about how FFO could grow going forward?

Yes.

Thank you very much.

Our next question comes from the line of Brad Heffernan with RBC Capital Markets. Please proceed with your question.

Hi, everyone. I'm Marina, and sort of a follow-up to the prior question. You've done all the acquisitions, and you mentioned that the underwriting has been exceeding, or sorry, the performance has been exceeding the underwriting expectations. Can you give any sort of, like, round number as to, you know, where you think run rate NOI is, as we sit here today?

I think what I could say is that for the second quarter, marina outperformance was higher than our internal estimates by about $9.5 million. I think going into the remainder of the year, our guidance range of $0.31 includes about nine to 10 cents of our guidance raise range, I should say, of 31 cents includes about nine to 10 cents from the Marina segment.

Yeah, okay, okay, got it. And then you all mentioned that you have, you know, a new development, newly developed Marina coming online across from Lauderdale. Is that likely to be a significant source of organic growth going forward? Is that sort of just a one-off, or is it something that you're going to devote more capital to, newly developed marinas?

I'd like to think we have more opportunity there, but due to the difficulty – and length of entitlement and the ability to build new marinas. It's likely to be more of a one-off, and I would expect we'll have other one-offs, but not a lot of opportunity to build new marinas, and that is one of the things that attracted us to the marina platform, very similar to what attracted us to manufactured housing and the RV platform.

Yeah, okay, thank you. Our next question comes from the line of John Kim from BMO Capital Markets. Please proceed with your question.

Thank you. John, you mentioned the typical 50% increase in revenue you get when you convert transient RVs to annual seasonal. But can you talk about the conversion rate? Has that changed or come down dramatically just given the change in demographic of your transient RV customers?

No, in fact, it's running, it's tracking ahead, 744 that we've done. I mean, I think some of this is a product of the, you know, increased demand that we're seeing in the asset class with more people coming to the resorts and more activity and interest in the resorts. But, you know, also, frankly, just to talk about this for years, the experience that they're having and, you know, it's a pretty logical thing for people that, really want to be in the outdoors, and rather than coming to a resort and perhaps staying at a different site every time you come and you start to, you know, gain friends, people that you hang around with in the resorts, and, you know, they like to congregate together. And so we're really pleased with the success, and I would actually say that I would think that we would do a little bit better than the normal 1,000 to 1,100 that we do on an annual basis.

So you had 17% same-store revenue growth in annual seasonals. Is there upside to that number in future quarters?

It's a tough question. We look forward to reporting third quarter and sharing that with you. But I think that our underlying message would be that on top of the type of RV... mhm marina growth, but just sticking with the rv for a moment that we've been experiencing with the expansions and with the development in particular in the rv space, anything that we gained from the wind at our back under the unfortunate circumstance that it was perhaps a direct result of the pandemic and different travel choices and patterns. Um, this movement outdoors will help us sustain, if not improve, the kind of growth we're seeing right now.

Okay. I noticed your net debt to EBITDA went down a turn this quarter to 5.1. How much is this going to jump around going forward? I realize it's a trailing 12-month EBITDA number, but I'm not sure if there was something unusual with service, retail, and entertainment and NY this quarter. Also, I noticed that there – The EBITDA included asset sale gains, and I'm not sure if you're going to do a lot of dispositions going forward. Like, how much is this 5-1 going to move in upcoming quarters?

The drop is really from basically seeing the impact of Safe Harbor and other acquisitions in our EBITDA. Finally, having the EBITDA in our earnings, because it's on a trailing 12-month, we didn't have that. So if you did it, if you looked at that 5-1 today and you fully loaded it for additional EBITDA that's not in that trailing 12, it would be about 4.8 times. We've said before we're comfortable in the mid-5s, but, you know, going to those levels is going to be transaction-related. So it shouldn't be jumping around too much now, except for based on acquisition EBITDA.

Okay, Gary, can you clarify, I'm not sure if you stated it, what the cap rates were on your two MH dispositions this quarter?

I think 4.3, they were, yeah, sorry, average 4.3. So we were very pleased with the fact that the market supported that type of cap rate for those properties. Multiple bidders. I'm sorry, go ahead.

I was going to say, the rationale was there were, I think, slower growth. But are you also making a statement about some of your Midwest exposure?

Not at all. Our asset management just really looks at the expected five-year growth within the core portfolio, and then this goes with our acquisitions as well as our dispositions. We try and match so that things are equal to or accretive to the core portfolio. That's why we always say when we're acquiring something, Cap rate is important, but more important are the growth patterns and how we can achieve equal to or greater growth in the portfolio to continue to support our historical returns on a per share basis. Same with dispositions. These would be ones that typically wouldn't support that type of growth or would require a significant amount of capital investment to do so, and therefore John and his team determined we could redeploy the capital in better ways.

Okay, my final question is on your 80% increase in website traffic to Sun RV Resort's website. Can you talk about the advertising dollars that you spent to generate that traffic?

I don't have those figures in front of me right now, John, but we can certainly circle back. provide some detail on that, too.

Okay, that's fine.

Thank you.

There are no further questions in the queue. I'd like to hand the call back to management for closing remarks.

Thank you, everybody, and we certainly were very, very pleased at the first half of this year and look forward to sharing with you progress on the next quarterly conference call. Be safe. Thank you.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.