Sun Communities, Inc.

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Sun Community's fourth quarter and year-end 2024 earnings conference call. At this time, management would like me to inform you that certain statements made during this call, which are not historical facts, may be deemed forward-looking statements within the meanings of the Private Securities Litigation Reform Act of 1995. Although the company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the company can provide no assurance that its expectations will be achieved. Factors and risks that could cause actual results to differ materially from expectations are detailed in today's press release and from time to time in the company's periodic filings with the SEC. The company undertakes no obligation to advise or update any forward-looking statements to reflect events or circumstances after the date of this release. Having said that, I would like to introduce management with us today. Gary Shiffman, Chairman and Chief Executive Officer. John McLaren, President. Fernando Castro Caratini, Chief Financial Officer. And Aaron Weiss, Executive Vice President of Corporate Strategy and Business Development. After the remarks, there will be an opportunity to ask questions. For those who would like to participate in the question and answer session, management asks you that you limit yourselves to one question so everyone who would like to participate has ample opportunity. As a reminder, this call is being recorded. I'll now turn the call over to Gary Schiffman, Chairman and Chief Executive Officer. Mr. Schiffman, you may begin.

Good afternoon, and thank you for joining us as we discuss the fourth quarter and full year results for 2024 and our guidance for 2025 and our recently announced Safe Harbor transaction. We had a very productive 2024 as we advanced our strategic priorities with the primary goal of simplifying our operations, focusing on core assets, and improving our balance sheet. while positioning Sun for steady earnings growth. Throughout the year, we successfully disposed of non-strategic assets, reduced our debt, and further enhanced our governance through board refreshment. Operationally, we continue to increase contribution from real property and annual income streams while diligently implementing a broad repositioning strategy to maximize revenues and align expenses more efficiently, driving sustainable earnings growth. In total, in 2024 and through the date of this call, we disposed of approximately $570 million of non-strategic assets. We also remained highly selective with development projects and acquisitions and allocated our capital towards paying down debt. As of year end 2024, we have improved our net debt to EBITDA ratio to six times. Over the last 12 months, we have added two new members to our board of directors and have announced additional plan refreshments. Additionally, the board search committee is continuing the comprehensive search process to identify and hire a new CEO. we're excited to have meaningfully accelerated our strategic repositioning with the announcement earlier this week to sell Safe Harbor Marinos for an all-cash price of $5.65 billion to Blackstone Infrastructure. Safe Harbor was an excellent investment for Sun, and the sale at this time allows us to achieve several of our strategic objectives, most notably refocusing on our core MH and RV segments and meaningfully improving our leverage profile while realizing a very attractive return. The sale price represents an approximately 21 times multiple on Safe Harbor's 2024 FFO and a $1.3 billion gain, which is a strong return for shareholders. We are pleased with how this transaction allows us to simplify our business and is expected to improve our margins earnings predictability, and revenue to free cash flow conversion. Proforma for this transaction, our core North American manufactured housing and RV NOI will increase from approximately two-thirds to above 90% of total company NOI, while also reducing our SRD&E exposure. In terms of our financial outlook, The sale is expected to generate proceeds that we intend to use to meaningfully deliver with an initial post-sale net debt to EBITDA ratio expected to be approximately between two and a half and three times at closing. The management team and the board are continuing to evaluate priority uses of the capital, which may also be used to support a combination of distributions to shareholders and reinvestment in our core businesses. I want to thank the entire Safe Harbor team for their partnership over the past four years and look forward to continuing to follow your growth and success under Blackstone's ownership. This transaction returns Sun to being a pure play owner and operator of high quality manufactured housing and RV communities supported by a strong balance sheet. We remain very confident in this business with favorable dynamics and predictable earnings. and we are particularly encouraged with our outlook as we implement the initiatives that John will discuss. Now turning to our operations, we have maintained our focus on our best-in-class manufactured housing and RV portfolio to position Sun for sustained earnings growth. As we discussed on last quarter's call, John McLaren returned to the company on a full-time basis as president to oversee our accelerated repositioning and the execution of our operating initiatives. These measures are focused on maximizing revenue for top-line growth and driving bottom-line operational results, including diligent expense management and more effective asset management to drive efficiency. I am pleased that we are already starting to see positive momentum. Turning to our results for the year, 4 FFO per share came in at $6.81. Total North American same property NOI growth was 4.1% for the year. These results reflect the increased contribution from our annual income streams, strong rental rate increases, continued high occupancy levels, and the initial impact from our expense savings initiative. We delivered strong results in our manufacturer housing segment, demonstrating the ongoing demand for attainable housing. On the RV side, we have remained focused on better aligning our cost structure with revenue, which was in line for expectations in the fourth quarter. We also made further progress to increase the contribution from our real property and annual income streams. For the full year, approximately 70% of our revenue-producing site gains came from RV transient to annual conversions. And in the U.K., Positive momentum continued with strong unit sales, which in turn drive real property income. As we look at 2025, we are encouraged by our progress and positive momentum. Our goal remains the same, to position Sun to deliver steady earnings growth. We have a clear strategic direction, focused on realizing the potential earnings of our best-in-class portfolio and platform. I want to thank the entire team for their unwavering effort and for continuing the hard work. I will now turn the call over to John and Fernando to discuss their strategy, results, and guidance in more detail. John?

Thank you, Gary. I'm excited to be back in a full-time role at Sun and very encouraged by the progress we've already made in just the past several months. Returning to the team that I helped establish has been invigorating as we build upon and refine the processes and systems that have driven our success. Everything we are implementing is based on accountability through transparent performance ranking with a focus on top-line execution and disciplined expense management in order to drive efficiency and ensure a results-oriented approach. In MH and RV, our priority is solid leadership service excellence, transparent communication, and leveraging technology and data to drive efficiency. We have already implemented expanded performance reporting in a ranking, improved communication across teams, realized expense savings, and have sharpened our focus on long-term growth. Specific to our performance relative to the $15 to $20 million restructuring plan we have implemented, we have already captured approximately $11 million in G&A savings within the plan, realize approximately $4 million in operating expense savings in the fourth quarter, and expect to expand these savings by a further $3 to $5 million relative to typical year-over-year increases in op-ex spend in 2025. We will continue to seek additional growth opportunities, continuing our work towards finding additional G&A and operating expense efficiencies, while at the same time, being laser focused on top line revenue growth opportunities, which we expect will materialize over the course of this year. We are not just setting ambitious goals, we are executing on them and positioning Sun for long-term success in 2025 and beyond. Turning to our performance in the fourth quarter, North American same property NOI increased by 5.7% compared to the same period in 2023. This was driven by a 5.8% increase in revenues, reflecting a 5.5% increase in weighted average monthly rent and a 160 basis point occupancy gain. Our manufactured housing same property NOI increased by 7.1%, and RV same property NOI grew by 0.4%. For the full year, North American same property NOI increased by 4.1% over 2023. The NOI increase was mainly due to a 4.6% increase in revenues, offset by a 5.7% increase in expenses. Same property MH revenues increased by 6.8%, with contributions from rate increases and occupancy gains, with MH occupancy of 97.6% as of December 31st. Same property RV continues to be supported by transient annual conversions. This is the third year in a row with over 2,000 conversions for the full year. Transient RV performance in the fourth quarter is slightly ahead of our expectations, with improved margins as we have enhanced our cost management strategies to better align expenses with revenues. Our holidays delivered solid performance in the fourth quarter, demonstrating resilience even amid a challenging macroeconomic backdrop. The property NOI increased by 12.9% in the quarter, and 9% for the year. We also surpassed our total unit sales guidance, reaching approximately 2,950 units sold for the year. The underlying fundamentals of the business remain stable and remain encouraged by the continued strength of the business. The Park Holidays team has done an exceptional job executing our strategy and driving strong results. Their expertise in operations, customer engagement, and asset management has been instrumental in maintaining performance across our high-quality portfolio. Fernando will now discuss our financial results and balance sheet and more details as we provide our 2025 guide. Fernando? Thank you, John. For the fourth quarter, Sun reported core FFO per share of $1.41, a 5.2% increase from the prior year. For the 12 months ended December 31, 2024, Core FFO per share was $6.81. As Gary mentioned, a key priority for Sun has been focusing on our core portfolio through the selective disposition of non-strategic assets and reduction of CapEx spend. For the year and through the date of this call, we completed total dispositions of approximately $570 million, including $180 million for the fourth quarter and year-to-date 2025. We also reduced non-referring capital expenditures, which decreased approximately $315 million, or nearly 50%, from 2023 to 2024. As of December 31st, Sun's debt balance stood at $7.35 billion, with a weighted average interest rate of 4.1% and a weighted average maturity of 6.2 years. Our net debt-to-trailing 12-month recurring EBITDA ratio was 6 times. In 2024, total debt decreased by $424 million compared to the year-end 2023. We ended the year with a floating rate debt percentage of 8.6. Turning to guidance. The company is establishing first quarter and full year 2025 guidance for diluted EPS and core FFO per share. As outlined in yesterday's supplemental disclosures, this guidance reflects the company's consolidated portfolio excluding the Marina segment. Given the uncertainties surrounding the financial impact of the Marina portfolio during the pendency of the transaction, including its operations prior to closing, the timing of the closing, and potential subsequent closing, the company is not providing guidance with respect to the Marina segment at this time. The company expects to provide updated guidance following the closing of the State Harbor sale. For illustrative purposes, we have provided historical earnings and core FFO contributions from the Marina portfolio for 2024. MH and RV same property NOI growth is expected to be 5% at the midpoint, driven by 4.2% revenue growth and 3% expense growth. The expense growth reflects budgeted reductions in supplies and repairs and other operating costs discussed earlier. Full-year manufactured housing same property NOI is expected to grow by 6.4% at the midpoint, while RV same property NOI is expected to increase by 1.5%, which assumes a 6% decline in transient RV revenue due to the conversion of transient sites to annual leases and anticipated revenue for available site growth of 4.7%. In our UK portfolio, Stained property NOI is expected to grow by 1.9% at the midpoint, with 4.9% revenue growth offset by 8.1% expense growth, primarily due to increases in UK national minimum wage and payroll taxes effective in 2025. For our consolidated portfolio, excluding marinas, G&A expense net of non-recurring items is expected to remain flat at the midpoint compared to 2024. including approximately $11 million in expense savings discussed by John earlier. As a reminder, our guidance includes acquisitions, dispositions, and capital markets activity completed through February 26, 2025, but does not factor in prospective transactions or capital markets activities, including the safe harbor sale, that may be included in research channel assessment. For additional details regarding our financial performance, please refer to our supplemental disclosures. With that, I will turn the call back to Gary for closing remarks before we take questions.

Before opening the line for questions, I wanted to reiterate the positive inflection points for Sun. We announced our intention to simplify our business, reposition it to our core businesses, focus on durable income streams, and enhance our balance sheet. A successful sale of Safe Harbor would allow us to do that, while realizing an attractive return on our investment. Furthermore, we remain very encouraged by the sustained strength of our core business, which is being further bolstered by our operating initiatives. We look forward to working with Blackstone Infrastructure toward the successful closing of this transaction and thank the entire team for their ongoing hard work and all of our stakeholders for their support. This concludes our prepared remarks. We will now open the call for questions. Operator?

Thank you. I will now open the call for questions. Once again, we ask that you limit yourselves to one question so everyone who would like to participate has ample opportunity. To ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 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 keys. One moment, please, while we pull for questions. Our first question comes from Wes Galladay with Baird. Please state your question.

Hi, everyone. Just a quick question on capital allocation. Will you be looking more at acquisitions? Could you tender for some debt? And I just want to have an assumption that you may keep your UK debt. Leave that alone. Could you clarify?

Hi, Wes. It's Gary. I'll start out. And thank you for those questions. Starting out, I just want to say that we're incredibly excited about what this means for our business, particularly from a simplification perspective, as well as the broader strategic benefits it brings. And I do really want to, uh, acknowledge and thank the safe Harbor team for their four year partnership and support. And especially, uh, on a personal level, want to recognize Baxter's role in accomplishing our goals. The past four and a half years of our ownership and partnership with the safe Harbor team have been truly fantastic. We, uh, do deeply appreciate and recognize that collaboration and, uh, I, on a personal level, and many of us look forward to really following their continued success as they enter this next stage with Blackstone infrastructure. With regard to use of proceeds, the Board and the Board's Capital Allocation Committee are continuing to evaluate priority uses of the capital. And as you indicate, they could include substantial debt reduction combination of distributions to shareholders as well as reinvestment in our core manufactured housing and RV businesses so we remain really excited about the transaction but very very focused on the opportunity ahead of us and how we think about investing the proceeds from this transaction when it closes right now we're certainly focused on closing of the transaction.

And then, Wes, just to make a comment on your last question regarding the GBP denominated debt, while we expect to pay down the total balance of our line of credit, of which about two-thirds of that is denominated in GBP, we are looking at optimal structures to put on a synthetic hedge with one of our remaining trenches of debt after the paydown activity. in order to maintain that natural hedge that we've established through borrowing and local currency.

Okay, fantastic. Then when we look at the balance sheet, I mean, are you done with dispositions at this point? You're going to have leverage quite low. And have you changed your leverage goals at all?

Yeah, I think that as we stated at the beginning of 24, our focus has been to really – get back to our core business of, uh, MH and RV and our disposition program within North America really was targeted on, uh, on strategic assets. We were able to exit, uh, two to three States completely, um, from operating in and another one to two, um, where we really reduced exposure there. Um, so, uh, we're very, very pleased at what we accomplished and, uh, We'll continue to assess the portfolio and all its businesses and the properties. Even in the U.K., we had two dispositions this last year. So while there are no specific plans at this time to share, we'll just continue to review opportunities.

Thank you. And our next question comes from Yana Galan with Bank of America. Please state your question.

Thank you, and congratulations on the Safe Harbor transaction. Gary, I was hoping, can you provide some details on the background of how the board came to this kind of strategic shift, and why now, given the business had such strong momentum, and why not wait for the CEO search to conclude?

Yeah, absolutely, and the CEO search is ongoing. Um, but, uh, directly to your question, I would share with you that, uh, um, as this process progressed, um, and as we, uh, continue to work with the board of directors, we've appreciated the input, uh, from both all of the directors and the capital allocation committee. Um, so as an entire board, uh, we worked together to effectuate this transaction. It, uh, was an opportunistic deal. And the board, in thinking through that opportunity, really recognized how it positions the company incredibly well for the future. Very active engagement by the board throughout the process. So we did evaluate all various alternatives and the transaction itself. And we're really, really pleased, ultimately, on how the sale allows Sun to continue monetize a highly successful investment and sharpen the company's focus on its core MH and RV segments where we see, as I've indicated, strong durable income streams and continued opportunities for growth. So it really was that focus that helped the board and management arrive at the conclusion to move forward.

Thank you.

Your next question comes from Brad Hepburn with RBC Capital Markets. Please state your question.

Hey. How's it going, everybody? Fernando, do you think it's likely that the sale will require a special dividend just to comply with the REIT rules?

Brad, thank you for the question. I mean, again, as we stated in yesterday's supplemental and through the call earlier, we are evaluating all alternatives as it relates to what the ultimate use of proceeds will be. And we will update the market once we are much closer to the closing date.

Okay, got it. And then a lot of the debt that you have outstanding is, or at least easily payable debt that's outstanding is around 4%. that's about what the yield on cash is these days. So I'm curious, does it make sense to actually take that out? Obviously, it's nice to have lower leverage, but presumably there are a lot of assets that you could buy at a yield like that too over time.

Brad, again, we're evaluating all opportunities in front of us as it relates to that use of proceeds. That might include reinvesting some cash in the short term, evaluating all of the said you know, the potential for debt pay down as well as distributions to shareholders from a tax maximization strategy.

Thank you. And your next question comes from Eric Wolf with Citibank. Please state your question.

Thanks. It's Nick here with Eric. You know, just going back to the transaction, when did you start the discussions with Blackstone? Did they come to you or did you go to them? And curious if you reached out to other parties as well and if either Blackstone or other parties took a look at other parts of your portfolio besides the marinas.

That's a really good question. We proactively really assess the market, as I indicated earlier, and we took advantage of a strategic opportunity. We worked with an advisor. We ran a structured and competitive sales process and ultimately received a premium valuation that the board was comfortable proceeding with. So it really was a thorough discipline process that ensured we maximize value for our shareholders.

Thanks. Was it just Marina's or did other parties take a look at different parts of the business?

This was the Safe Harbor Marina's platform that strategically was involved in this process.

Thank you. Our next question comes from Jamie Feldman with Wells Fargo. Please state your question.

Great. Thanks for taking the question. I'd like to shift the conversation more to the cost-cutting side. I know you guys are guided to between $15 and $20 million of operating expense G&A savings. Your guidance is pretty much flat year over year when you back out the marinas. So how should we think about potential for additional G&A savings? How much of that $15 to $20 just came from Safe Harbor and moving that off the platform? And then also, I guess, for John, you know, if you kind of – I assume you're kind of working your way through the business. Can you give us an update on kind of what you've been through and what you haven't been through yet in terms of, you know, where we may still see some meaningful cost savings and where you've had the most successes?

Sure. Appreciate the question, Jamie. You know, what I'll say in terms of – I think I said in my prepared remarks that we've already realized close to $11 million in savings primarily resulting from the as well as $4 million in savings in Q4 with respect to operations expense. I'd like to expand that further. I know 3 to 5 in 2025. I think your question was how do we look to expand that, which is something that we've talked about the whole way through. We'll continue to seek additional savings over the course of 2025, but I think it's important to introduce that We'll also be very laser focused on enhancing revenue growth opportunities, Jamie. For example, we are realizing solid execution on our sales and leasing funnel, which measures leads to applications to approvals to closings. This is a great example of one of the most pleasing things I've seen materialize thus far as we are improving performance metrics within the funnel while at the same time spending less to bring traffic to the funnel. So it's really, it's almost like it hits both sides of it. In addition to that, when you think in terms of expansion beyond what we originally said in the restructuring plan, we're already realizing expansion of and a higher adoption of our centralized procurement platform, which is generating additional savings through more standardization and economies of scale in areas like landscaping, utilities, and others that we're realizing. So things are moving along. Again, really pleased with the progress of what we've seen You know, in Q4, again, not just on the expense side, but as well as, like, top line up execution we've had with, you know, eye growth, our guest growth, more conversions from transient to annual and all those things that are contributing to growth overall.

Okay, thank you for that. And just quickly, what's assumed in the guidance for a new CEO comp plan or any sort of, you know, management changes?

Yeah, I think that, um, as we, uh, prepare our budget, um, we use, uh, best efforts to, uh, think through, uh, um, cost changes that might, uh, reflect, uh, the, uh, new CEO compensation. Um, but like, uh, everything, um, that, uh, will be determined when that, uh, CEO is, uh, found and, uh, We know exactly what the budget will be.

Thank you. And your next question comes from David Segal with Green Street. Please state your question.

Thank you. Can you help put an upper or lower limit on the amount of debt that would be paid off and any, you know, many limits on the potential sizing of a special dividend as well?

David, as stated earlier, we will update the market as to more detailed use of proceeds once we are closer to closing.

Great. And do you intend to keep a significant amount of cash on the balance sheet for an extended period of time?

As stated earlier, once we're closer to closing and once we're working through Again, the use of proceeds as a team and alongside the Capital Allocation Committee, we will update the market as to the detailed plan for that use of proceeds.

Thank you. Your next question comes from Anthony Howe with Truist Securities. Please state your question. Hey, guys.

Thanks for taking my question. Fernando, there's like $484 million in those. Can you provide a breakdown of these notes and when do they mature and what are they for? Given that there was a fair value adjustment loss in this quarter, is there additional risk that these notes will be written down in the future?

Anthony, I'm sorry, the question cut out there for a little bit. Can you repeat the question? I apologize.

No, it's my phone, probably. So there's like 484 million note receivable on the balance sheet today. Can you just provide a breakdown on what these notes are for and when do they mature? And given that there was a fair value adjustment loss this quarter, do you think there are additional risks that these notes will be written down in the future?

Understood. Thank you, Anthony, for the question. And as it relates to the notes receivables for real estate, This transaction that closed in early 2025, we will only have about $42 million of developer notes with one longstanding partner that's developing a manufactured housing asset in Florida. We provided seller financing. of about $42 million as well with the Canadian disposition, Canadian RV portfolio disposition that closed in December that has a two-year term with some extension options attached to it. So as it relates to developer notes, that is the remaining balance. We do have just short of about $100 million of notes that are collateralized by homes sold in our communities where we realize interest income from those. Those are evaluated for fair value on a continuous basis. But this, again, depending on transaction, we evaluate. We ultimately get to... the valuation of fair value over on an ongoing basis. But no, right, nothing to do at this time as it relates to the balance of those developer notes and that note receivable related or those notes related to the financing of manufactured homes.

Gotcha. And just one last question for me. Can you guys talk about why expenses is growing at 8% in the UK business? Is it due to the energy hedges that rolled off?

Sure, Anthony. The primary driver of the increased expenses in UK same property are payroll related, and they emerge from the new budget set by the new government. And that is primarily with the increases to minimum wage, as well as increased payroll taxes that the employer pays in the country. So that is the largest driver as it relates to that increase of overall property and operating expenses.

Thank you. And your next question comes from John Kim with BMO Capital Markets. Please say your question.

Thank you. Congrats on the sale. Can you provide an estimate on the taxable gain that you expect? I know the book gain you mentioned was $1.3 billion. And how much of that gain do you think you'll be able to defer or offset via TIP 1031 or NLLs or other measures?

Hi, John. As stated previously, we will update the market with a detailed use of proceeds as we get closer to the closing of the transaction, as we're evaluating all strategies to maximize our position in that regard.

But besides volume of acquisitions, is there anything that was restricting you from using 1031?

No, the language is available in our agreement, and there's nothing that would restrict us.

Thank you. And your next question comes from Michael Goldsmith with UBS. Please state your question.

Good afternoon. Thanks a lot for taking my question. I wanted to talk a little bit about the UK home sales environment. It looks like your guidance for FFO contributions kind of straddles what you did last year. So just trying to get a sense of what the outlook is there, you know, any signs of improvement and just kind of what went through the thought process between the guidance range. Thanks.

Yeah, Michael. This is John. Thanks for the question. Appreciate it. You know, the first thing I want to start with is, you know, let me start by saying that we have the highest quality, well-located assets in the country, coupled with the very best operators in the country. And I think we know that despite the challenging macro we face, we're doing exactly what, I mean, to the question you're asking, we're doing exactly what we said we'd do, reshaping the revenue pie chart with more income moving from home sale margins to real property income. So, You know, what you're seeing is the direct effect of that and trying to have more movement in terms of the number of home sales that we do to drive more rental income is really the biggest part of that.

Thank you. We have reached the end of the question and answer session, and I will now turn the call over to Gary Schiffman for closing remarks.

Thank you, operator. I think, again, I would just conclude with what I opened with. Just a big congratulations and thank you to the Safe Harbor Management Team and to Baxter over there. Couldn't be more excited about the opportunity that they have in front of us. And look forward to closing with Blackstone Infrastructure. And as all of us shared throughout the call, And I know everyone will be looking forward to it. We will continue to communicate throughout the quarter and really focus on many of the agenda items that we've discussed so that we can be most thoughtful in how we move forward. Thanks, everybody.

Thank you for participation in today's conference. This does conclude the company's remarks. you may now disconnect your line.