UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 16, 2007
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland		1-11718		36-3857664
(State or other jurisdiction of		(Commission File No.)		(IRS Employer Identification
incorporation or organization)				Number)
Two North Riverside Plaza, Chicago, Illinois				60606
(Address of principal executive offices)				(Zip Code)

(312) 279-1400
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition

          On April 16, 2007, Equity LifeStyle Properties, Inc. issued a news release announcing its results of operations for the quarter ended March 31, 2007. As pointed out by Mr. Tom Heneghan, President and CEO during the Company’s earnings conference call today, Core Monthly Base Rent Per Site for March 31, 2006 should be $476 not $474 as indicated on page 5 of the news release. The information as corrected is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K , including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.

          This news release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:

	•		in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial markets volatility;
	•		in the all-age properties, results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing, and competition from alternative housing options including site-built single-family housing;
	•		our ability to maintain rental rates and occupancy with respect to properties currently owned or pending acquisitions;
	•		our assumptions about rental and home sales markets;
	•		the completion of pending acquisitions and timing with respect thereto;
	•		the effect of interest rates; and
	•		other risks indicated from time to time in our filings with the Securities and Exchange Commission.

These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits

          (c) Exhibits

          The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant’s annual and quarterly reports filed with the Securities and Exchange Commission.

		Exhibit 99.1		Equity LifeStyle Properties, Inc. press release dated April 16, 2007, “ELS Reports First Quarter Results”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 17, 2007

 

     c)  Asset-related Transactions

          During the quarter ended March 31, 2007, we acquired the remaining 75 percent interest in a joint venture property known as Mesa Verde, which is a 345-site resort property on approximately 28 acres in Yuma, Arizona. The gross purchase price was approximately $5.9 million, and we assumed a first mortgage loan of approximately $3.5 million with an interest rate of 4.94 percent per annum, maturing in 2008.

          We currently have four all-age properties held for disposition and are in various stages of negotiations for sale. We plan to reinvest our sale proceeds or reduce our outstanding lines of credit with the sale proceeds.

     d)  Balance Sheet

          Our average long-term secured debt balance was approximately $1.6 billion for the quarter ended March 31, 2007, with a weighted average interest rate, including amortization, of approximately 6.1 percent per annum. Our unsecured debt balance currently consists of approximately $94 million on our lines of credit, which have a current availability of approximately $181 million. Interest coverage was approximately 2.4 times in the quarter ended March 31, 2007.

          During the first quarter of 2007, our $12.3 million loan receivable from Privileged Access that was scheduled to mature in April 2007 was refinanced. We received a principal repayment of $7.3 million and have a remaining note receivable balance of $5.0 million earning interest at LIBOR plus 5.75 percent per annum. Our note receivable is subordinate to a new $5.0 million loan that Privileged Access obtained from a bank. Both loans mature in three years.

     e)  Guidance

          ELS management continues to project 2007 FFO per share on a fully-diluted basis to be in the range of $2.95 to $3.05. The Company expects to incur approximately $0.8 million of costs in the second quarter of 2007 related to an April 2007 trial regarding the Company’s lawsuit challenging a municipal rent control ordinance.

          Factors impacting 2007 guidance include i) the mix of site usage within the portfolio; ii) yield management on our short-term resort sites; iii) scheduled or implemented rate increases; and iv) occupancy changes. Results for 2007 also may be impacted by, among other things i) continued competitive housing options and new home sales initiatives impacting occupancy levels at certain properties; ii) variability in income from home sales operations, including anticipated expansion projects; iii) potential effects of uncontrollable factors such as hurricanes; iv) potential acquisitions, investments and dispositions; v) changes in interest rates; and vi) continued initiatives regarding rent control legislation in California and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality at certain of the properties.

          This news release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:

	•		in the age-qualified properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial markets volatility;
	•		in the all-age properties, results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing, and competition from alternative housing options including site-built single-family housing;
	•		our ability to maintain rental rates and occupancy with respect to properties currently owned or pending acquisitions;
	•		our assumptions about rental and home sales markets;
	•		the completion of pending acquisitions and timing with respect thereto;
	•		the effect of interest rates; and
	•		other risks indicated from time to time in our filings with the Securities and Exchange Commission.

These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

          Equity LifeStyle Properties, Inc. owns or has an interest in 310 quality properties in 30 states and British Columbia consisting of 112,865 sites. We are a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.

          A live webcast of Equity LifeStyle Properties, Inc.’s conference call discussing these results will be available via the Company’s website in the Investor Info section at www.equitylifestyle.com at 10:00 a.m. Central Time on April 17, 2007.

###

          Tables follow

Equity LifeStyle Properties, Inc.
Selected Financial Data
(Unaudited)

(Amounts in thousands except for per share data)

		Quarters Ended
		March 31,				March 31,
		2007				2006
Property Operations:
Community base rental income		$	58,799			$	55,331
Resort base rental income			31,721				26,748
Utility and other income			10,100				8,138
Property operating revenues			100,620				90,217
Property operating and maintenance			31,189				27,634
Real estate taxes			7,358				6,593
Property management			4,658				4,851
Property operating expenses			43,205				39,078
Income from property operations			57,415				51,139
Home Sales Operations:
Gross revenues from inventory home sales			9,107				11,932
Cost of inventory home sales			(8,117	)			(10,311	)
Gross profit from inventory home sales			990				1,621
Brokered resale revenues, net			493				657
Home selling expenses			(2,251	)			(2,473	)
Ancillary services revenues, net			1,540				1,806
Income from home sales and other			772				1,611
Other Income and Expenses:
Interest income			537				286
Income from other investments, net			4,966				4,503
Equity in income of unconsolidated joint ventures			1,685				1,751
General and administrative			(3,671	)			(3,223	)
Rent control initiatives			(436	)			(94	)
Operating income (EBITDA)			61,268				55,973
Interest and related amortization			(25,793	)			(24,596	)
Income from discontinued operations			120				289
Depreciation on corporate assets			(110	)			(110	)
Income allocated to Preferred OP Units			(4,031	)			(4,030	)
Funds from operations (FFO)		$	31,454			$	27,526
Depreciation on real estate			(15,624	)			(14,353	)
Depreciation on unconsolidated joint ventures			(366	)			(447	)
Depreciation on discontinued operations			—				(21	)
Gain on sale of properties			4,586				—
Income allocated to Common OP Units			(3,890	)			(2,632	)
Net Income available to Common Shares		$	16,160			$	10,073
Net income per Common Share — Basic		$	0.68			$	0.43
Net income per Common Share — Fully-Diluted		$	0.66			$	0.42
FFO per Common Share — Basic		$	1.05			$	0.93
FFO per Common Share — Fully-Diluted		$	1.04			$	0.91
Average Common Shares — Basic			23,910				23,331
Average Common Shares and OP Units — Basic			29,881				29,538
Average Common Shares and OP Units — Fully-Diluted			30,351				30,180

Equity LifeStyle Properties, Inc.
(Unaudited)

		As of				As of
		March 31,				December 31,
Total Common Shares and OP Units Outstanding:		2007				2006
Total Common Shares Outstanding			24,310,907				23,928,652
Total Common OP Units Outstanding			5,841,438				6,090,068

Selected Balance Sheet Data: ($ in 000s)		March 31,				December 31,
		2007				2006
Total real estate, net		$	1,894,598			$	1,901,651
Cash and cash equivalents		$	0			$	1,605
Total assets		$	2,044,165			$	2,055,831
Mortgage notes payable		$	1,586,329			$	1,586,012
Unsecured debt		$	96,400			$	131,200
Total liabilities		$	1,765,248			$	1,795,919
Minority interest		$	215,913			$	212,794
Total stockholders’ equity		$	63,004			$	47,118

Manufactured Home Site Figures and Occupancy Averages: (1)		Quarters Ended
		March 31,				March 31,
		2007				2006
Total Sites			44,152				42,990
Occupied Sites			39,970				38,797
Occupancy %			90.5	%			90.2	%
Monthly Base Rent Per Site		$	490			$	475
Core Monthly Base Rent Per Site*		$	496			$	476

Home Sales: (1)		Quarters Ended
($ in 000s)		March 31,				March 31,
		2007				2006
New Home Sales Volume (2)			122				146
New Home Sales Gross Revenues		$	8,499			$	11,337
Used Home Sales Volume (3)			83				76
Used Home Sales Gross Revenues		$	608			$	595
Brokered Home Resale Volume			299				367
Brokered Home Resale Revenues, net		$	493			$	657

Equity LifeStyle Properties, Inc
(Unaudited)

Summary of Total Sites as of March 31, 2007:

		Sites
Community sites (1)			45,700
Resort sites:
Annuals			19,000
Seasonal			8,100
Transient			8,800
Membership (2)			24,100
Joint Ventures (3)			7,200
			112,900

Funds available for distribution (FAD): ($ in 000s except for per share data)		Quarters Ended
		March 31,				March 31,
		2007				2006
Funds from operations		$	31,454			$	27,526
Non-revenue producing improvements to real estate			(2,614	)			(2,659	)
Funds available for distribution		$	28,840			$	24,867
FAD per Common Share — Basic		$	0.97			$	0.84
FAD per Common Share — Fully Diluted		$	0.95			$	0.82

Earnings and FFO per share guidance on a fully-diluted basis
(unaudited)

		Full Year 2007
		Low				High
Projected net income per common share		$	0.80			$	0.88
Projected depreciation			2.11				2.11
Projected gain on sale of properties			(0.15	)			(0.15	)
Projected income allocated to Common OP Units			0.19				0.21
Projected FFO available to common shareholders		$	2.95			$	3.05

     “Funds from Operations (“FFO”) is a non-GAAP financial measure. The Company believes FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), to be an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.

     FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. Funds available for distribution (“FAD”) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. FFO and FAD do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.”