SUI - NYSE

Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the Sun Communities 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 meaning 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 their remarks, there will be an opportunity to ask questions. [Operator Instructions]. As a reminder, this call is being recorded. I'll now turn the call over to Gary Shiffman, Chairman and Chief Executive Officer. Mr. Shiffman, 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 nonstrategic 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 nonstrategic assets. We also remain 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 6x. Over the last 12 months, we have added 2 new members to our Board of Directors and have announced additional planned refreshment. 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 Marinas 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 21x multiple and 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. Pro forma for this transaction, our core North American manufactured housing and RV NOI will increase from approximately 2/3 to above 90% of total company NOI and while also reducing our SR D&E exposure. In terms of our financial outlook, the sale is expected to generate proceeds that we intend to use to meaningfully delever with an initial post-sale net debt-to-EBITDA ratio expected to be approximately between 2.5 and 3x 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 4 years and look forward to continuing to follow your growth and success under Blackstone's ownership. This transaction returns signed 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 precedent 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. Core 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 initiatives. We delivered strong results in our manufactured housing segment, demonstrating the ongoing demand for attainable housing. While 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 efforts and for continuing the hard work. I will now turn the call over to John and Fernando to discuss our strategy, results and guidance in more detail. John?

Thank you, Gary. I'm excited to be back in a full-time role of Sun, I'm very encouraged by the progress we've already made in just the past several months. Returning to the team and 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 efficiencies. We have already implemented expanded performance reporting and ranking improved communication across team, realized expense savings and have sharpened our focus on long-term growth. Specific to our performance relative to the $15 million to $20 million restructuring plan we have implemented, we have already captured approximately $11 million of G&A savings within the plan. realized approximately $4 million in operating expense savings in the fourth quarter and expect to expand these savings by a further $3 million to $5 million relative to typical year-over-year increases in OpEx 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, and 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 goal. 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% and 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 31. Same-property RV continues to be supported by transient annual conversion. This is the third year in a row with over 2,000 conversions for the full year. Transient RV performance in the fourth quarter was slightly ahead of our expectations with improved margins as we have enhanced our cost management strategies to better align expenses with revenues. Our call as delivered solid performance in the fourth quarter, demonstrating resilience even amid a challenging macroeconomic backdrop. Same 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 we remain encouraged by the continued strength of the business. Our 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 in more detail we provide our 2025 guidance. 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 nonstrategic 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 nonrecurring capital expenditures, which decreased approximately $315 million or nearly 50% from 2023 to 2024. As of December 31, 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 6x. 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 [indiscernible]. Given the uncertainty 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 safe 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 per available site growth of 4.7%. In our U.K. portfolio, same 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 U.K. national minimum wage and payroll taxes effective in 2025. For our consolidated portfolio, excluding Marina, G&A expense, net of nonrecurring items, is expected to remain flat at the midpoint compared to 2024. We 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, and but does not factor in prospective transactions or capital markets activities, including the safe harbor sales 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 towards 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?

[Operator Instructions] Our first question comes from Wes Golladay with Baird.

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 -- I have an assumption that you may keep your U.K. debt leave that alone.

West, 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 that brings. And I do really want to acknowledge and thank the safe harbor team for their 4-year partnership and support and especially on a personal level, I want to recognize Baxter's role in accomplishing our goals. The past 4.5 years of our ownership and partnership with the safe harbor team have been truly fantastic. We do deeply appreciate and recognize that collaboration and 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 indicated, they could include substantial debt reduction a 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 2/3 of that is denominated in GBP. We are looking at optimal structures to put on a synthetic hedge, with one of our remaining tranches of debt after the paydown activity in order to maintain that natural hedge that we've established through borrowing in 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?

Yes. I think that as we stated at the beginning '24, our focus has been to really get back to our core business of MH and RV and our disposition program within North America really was targeted on nonstrategic assets. We were able to exit 2 to 3 states completely from operating in and another 1% to 2%, where we really reduced exposure there. So we're very, very pleased what we've accomplished, and we'll continue to assess the portfolio and all its businesses and the properties. Even in the U.K., we had 2 dispositions this last year. So while there are no specific plans at this time to share, we'll just continue to review opportunities.

Our next question comes from Jana Galan with Bank of America Merrill Lynch.

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?

Yes, absolutely. And the CEO search is ongoing. But directly to your question, I would share with you that as this process progress as we continue to work with the Board of Directors. We've appreciated the input from both all of the directors and the capital allocation committee. So as an entire Board, we work together to effectuate this transaction. It was an opportunistic deal and the Board in thinking through that opportunity really recognize 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 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 debt focus that helped the Board and management arrive with conclusion, you move forward.

Your next question comes from Brad Heffern with RBC Capital Markets.

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

Thank you for the question. I mean, again, as we stated in yesterday's supplemental and through the call earlier, we're 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 at least seasonally payable debt that's outstanding is around 4%. And 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 to yield like that to 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 potential for debt paydown as well as distributions to shareholders. From a tax maximization strategy.

And your next question comes from Eric Wolff with Citibank.

It's Nick here with Eric. 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?

[Indiscernible] really good question. We proactively really assess the market as I indicated earlier and took advantage of a strategic opportunity. We worked with an adviser. 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, disciplined process that ensure we maximize value for our shareholders.

Was it just Marine as though? Or did other parties take look at different parts of the business?

This was the safe harbor marinas platform that strategically was involved in this process.

Our next question comes from Jamie Feldman with Wells Fargo.

I'd like to shift the conversation more to the cost-cutting side. I know you guys have guided to between $15 million 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 million to $20 million just came from safe harbor and moving that off the platform? And then also, I guess, for John, 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 where we may still see some meaningful cost savings and where you had the most successes?

Sure. Appreciate the question, Jamie. 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 staff reduction associated cost of G&A as well as $4 million in savings in Q4 with respect to operations expenses like to expand that further, I know 3 to 5 and 2025. I think your question was, how we look to expand that, which is something that we've talked about the whole way through. We'll continue to see 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 closing. This is a great example, 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 recurring traffic to the funnel, okay? 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 the restructuring plan, we're already realizing expansion of the 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 in Q4, and again, not just on the expense side, but as well as like great top line execution we've had with NOI growth, our best growth more conversions from transient to annual and all those things that are contributing to growth overall.

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

Yes. I think that as we prepare our budget, we use best efforts to think through cost changes that might reflect the new Chief Executive Officer compensation. But like everything, that will be determined when that CEO is found, and we know exactly what the budget will be.

Your next question comes from David Segal with Green Street.

Can you help hope put an upper or lower limit on the amount of debt that will be paid off and many limits on the potential sizing of the 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 and 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.

Your next question comes from Anthony Hau with Truist Securities.

Fernando, there's like $484 million [indiscernible] 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 call -- the question cut out there for a little bit. Can you repeat the question? I apologize.

So there's like $484 million note receivable on the balance sheet today. Can you just provide a breakdown on what these nodes 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 1 long-standing 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 2-year term with some extension options attached to it. So as it relates to developer notes, that would be -- 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 realized interest income from those are evaluated for fair value on a continuous basis. But this, again, depending on transaction, at we ultimately get to the evaluation of fair value over -- on an ongoing basis. But no, nothing to do at this time as it relates to the balance of those developer notes and no receivable related or those notes related to the financing of manufacturing comps.

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

Sure, Anthony. The primary driver of the increased expenses in U.K. same-property are payroll-related, and they emerge from the new budget offset 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.

And your next question comes from John Kim with BMO Capital Markets.

Congrats on the Sales. 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 [indiscernible] 1031 or NOLs or other measures?

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 sort of evaluating all strategies to maximize our position in that regard.

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

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

Your next question comes from Michael Goldsmith with UBS.

I wanted to talk a little bit about the U.K. 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 any signs of improvement and was kind of what went through the thought process between the guidance range.

Yes, Michael, this is John. Thanks for the question. Appreciate it. The first thing I want to start with is, let's start by saying that we have the highest quality, well-located assets in the country, coupled with very best operators in the country. And I think we know despite the challenging macro wage base, we're doing exactly what -- I mean, to the question you're asking, we're doing exactly what we said we do reshaped in the revenue pie chart with more income moving from home sale margins to real property income. So what you're seeing is a 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.

We have reached the end of the question-and-answer session. And I will now turn the call over to Gary Shiffman for closing remarks.

Thank you, operator, I think, again, I would just conclude with what I opened with. Just big congratulations and thank you to the safe harbor management team and the Baxter over there. Couldn't be more excited about the opportunity that they have in front of us and look forward to closing with [indiscernible] Infrastructure. And as all of us share 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, [indiscernible] most thoughtful in how we move forward. Thanks, everybody.