e8vk
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: July 18, 2011
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland |
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1-11718 |
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36-3857664 |
| (State or Other Jurisdiction of
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(Commission File No.)
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(IRS Employer Identification No.) |
| Incorporation)
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| Two North Riverside Plaza, Chicago, Illinois
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60606 |
| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 July 18, 2011, Equity LifeStyle Properties, Inc. (the “Company”) issued a news release
announcing its results of operations for the quarter and six months ended June 30, 2011. The
information is furnished as Exhibit 99.1 to this report on Form 8-K.
Attached as Exhibit 99.2 is a supplemental package that was posted on the Company’s
website, www.equitylifestyle.com, on July 18, 2011. Included in this package is additional
information on the Company’s June 30, 2011 results, the previously announced anticipated
acquisition of 76 manufactured home communities and certain manufactured homes and loans secured by
manufactured homes located at the properties in the aforementioned portfolio (the “Acquisition”)
and the Company’s earnings guidance for the six months and year ended December 31, 2011. See the
Form 8-K filed on May 31, 2011 for further information about the Acquisition.
The information contained in this report on Form 8-K, including Exhibits 99.1 and 99.2, 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.
The Company projects its net income per share (fully diluted), funds from operations (“FFO”) per
share (fully diluted) and FFO per share, excluding transaction costs (fully diluted) for the year
ending December 31, 2011 to be $0.53, $3.49 and $4.01, respectively. The projected 2011 per share
amounts represent the mid-point of a range of possible outcomes and reflects management’s best
estimate of the most likely outcome. The supplemental package attached as Exhibit 99.2 provides
detailed assumptions regarding the performance of the Company’s core portfolio and the Acquisition.
This news release includes certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,”
“believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding the Company’s expectations,
goals or intentions regarding the future, statements regarding the anticipated closings of its
pending Acquisition and the expected effect of the Acquisition on the Company. These
forward-looking statements are subject to numerous assumptions, risks and uncertainties, including,
but not limited to:
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the Company’s ability to control costs, real estate market conditions, the actual
rate of decline in customers, the actual use of sites by customers and its success in
acquiring new customers at its Properties (including those that it may acquire); |
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• |
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the Company’s ability to maintain historical rental rates and occupancy
with respect to Properties currently owned or that the Company may acquire; |
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the Company’s assumptions about rental and home sales markets; |
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the Company’s assumptions and guidance concerning 2011 estimated net income
and funds from operations; |
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in the age-qualified Properties, home sales results could be impacted by
the ability of potential homebuyers to sell their existing residences as well as by
financial, credit and capital markets volatility; |
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• |
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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; |
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impact of government intervention to stabilize site-built single family
housing and not manufactured housing; |
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the completion of the Acquisition in its entirety and future acquisitions,
if any, timing and effective integration with respect thereto and the Company’s
estimates regarding the future performance of the Acquisition Properties; |
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the Company’s inability to secure the contemplated debt financings to fund
a portion of the stated purchase price of the Acquisition on favorable terms or at all
and the timing with respect thereto; |
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unanticipated costs or unforeseen liabilities associated with the
Acquisition; |
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ability to obtain financing or refinance existing debt on favorable terms
or at all; |
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the effect of interest rates; |
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the dilutive effects of issuing additional securities; |
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the effect of accounting for the entry of contracts with customers
representing a right-to-use the Properties under the Codification Topic “Revenue
Recognition;” and |
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other risks indicated from time to time in the Company’s 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
(d) 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.
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Exhibit 99.1
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Equity LifeStyle Properties, Inc. press release dated July 18, 2011, “ELS
Reports Second Quarter Results” |
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Exhibit 99.2
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Second Quarter 2011 Earnings Release and Supplemental Financial Information |
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.
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EQUITY LIFESTYLE PROPERTIES, INC.
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By: |
/s/ Thomas Heneghan
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Thomas Heneghan |
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Chief Executive Officer |
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By: |
/s/ Michael Berman
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Michael Berman |
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Executive Vice President and
Chief Financial Officer |
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Date: July 19, 2011
exv99w1
Exhibit 99.1
News Release
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CONTACT:
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Michael Berman
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FOR IMMEDIATE RELEASE |
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(312) 279-1496
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July 18, 2011 |
ELS REPORTS SECOND QUARTER RESULTS
Stable Core Performance; Acquisition on Track
CHICAGO, IL — July 18, 2011 — Equity LifeStyle Properties, Inc. (NYSE: ELS) (the
“Company”) today announced results for the quarter and six months ended June 30, 2011.
a) Financial Results
For the second quarter 2011, Funds From Operations (“FFO”) were $27.3 million, or $0.73 per
share on a fully-diluted basis, compared to $27.1 million, or $0.76 per share on a fully-diluted
basis, for the same period in 2010. For the six months ended June 30, 2011, FFO was $67.9 million,
or $1.86 per share on a fully-diluted basis, compared to $64.6 million, or $1.82 per share on a
fully-diluted basis, for the same period in 2010.
Net income available to common stockholders totaled $6.8 million, or $0.20 per share on a
fully-diluted basis, for the quarter ended June 30, 2011 compared to $6.0 million, or $0.20 per
share on a fully-diluted basis, for the same period in 2010. Net income available to common
stockholders totaled $25.8 million, or $0.80 per share on a fully-diluted basis for the six months
ended June 30, 2011, compared to $21.1 million, or $0.69 per share on a fully-diluted basis, for
the same period in 2010. See the attachment to this press release for a reconciliation of FFO and
FFO per share to net income available to common shares and net income per common share,
respectively, the most directly comparable GAAP measure.
On June 7, 2011, the Company issued approximately 6.0 million shares of common stock in an
equity offering for approximately $344.0 million, net of offering costs. The total proceeds from
the offering are expected to be used for the portfolio acquisition discussed in further detail
below. We also incurred approximately $2.1 million in legal and due diligence costs during the
quarter ended June 30, 2011 in connection with the acquisition. On an as adjusted basis, assuming
the equity offering had not occurred and the one-time transaction costs of approximately $2.1
million had not been incurred, FFO would have been $29.4 million and $70.0 million, or $0.82 and
$1.96 per share on a fully-diluted basis, for the quarter and six months ended June 30, 2011,
respectively. As adjusted net income available to common stockholders would have been $8.9 million
and $27.9 million, or $0.25 and $0.78 per share on a fully-diluted basis, for the quarter and six
months ended June 30, 2011, respectively.
b) Portfolio Performance
Second quarter 2011 property operating revenues, excluding deferrals, were $125.6 million,
compared to $123.6 million in the second quarter of 2010. Our property operating revenues for the
six months ended June 30, 2011 were $257.1 million, compared to $255.0 million for the six months
ended June 30, 2010.
For the quarter ended June 30, 2011, our Core property operating revenues increased
approximately 1.5 percent as compared to the second quarter of 2010. Core property operating
expenses for the quarter ended June 30, 2011 increased approximately 0.1 percent, resulting in an
increase of approximately 3.2 percent to income from Core property operations over the quarter
ended June 30, 2010. For the six months ended June 30, 2011, our Core property operating revenues
increased approximately 0.7 percent and Core property operating expenses decreased approximately
0.7 percent, resulting in an increase of approximately 2.2 percent to income from Core property
operations over the six months ended June 30, 2010.
c) Asset-related Transactions
On May 31, 2011, the Company’s operating partnership entered into purchase and other
agreements (the “Purchase Agreements”) to acquire a portfolio of 76 manufactured home communities
(the “Acquisition Properties”) containing 31,167 sites on approximately 6,500 acres located in 16
states (primarily located in Florida and the northeastern region of the United States) and certain
manufactured homes and loans secured by manufactured homes located at the Acquisition Properties
for a stated purchase price of $1.43 billion (the “Acquisition”). Total closing costs associated
with the Acquisition are expected to be approximately $21 million of which approximately $2.1
million were incurred during the quarter ended June 30, 2011.
On July 1, 2011, the Company closed on 35 of the Acquisition Properties along with certain
manufactured homes and loans secured by manufactured homes located at such Acquisition Properties
for a purchase price of approximately $452.0 million. The Company’s acquisition of the balance of
the Acquisition Properties is expected to occur on or before October 1, 2011 and assumption of the
indebtedness thereon is subject to receipt of loan servicer consents. The Acquisition is also
subject to other customary closing conditions. Accordingly, no assurances can be given that the
remainder of the Acquisition will be completed in its entirety in accordance with the anticipated
timing or at all.
d) Balance Sheet
Our cash balance as of June 30, 2011 was approximately $85.3 million. Our average long-term
secured debt balance was approximately $1.4 billion in the quarter, with a weighted average
interest rate, including amortization, of approximately 6.10 percent per annum and weighted average
maturity of 5.07 years. Interest coverage was approximately 2.6 times in the quarter ended June
30, 2011.
During the quarter ended June 30, 2011, the Company paid off eight maturing mortgages totaling
approximately $45.5 million, with a weighted average interest rate of 7.0 percent per annum.
On July 1, 2011, the Company paid off one maturing mortgage of approximately $7.0 million,
with a stated interest rate of 7.25 percent per annum. The Company also closed, on July 1, 2011,
on a $200 million unsecured term loan, with a variable interest rate which is currently fixed at
3.26% per annum and matures on July 1, 2017. The proceeds were used for the July 1, 2011
acquisition described above.
e) Guidance
In the Company’s Current Report on Form 8-K filed on May 31, 2011 announcing the Acquisition,
we also reported that the Company’s previously issued 2011 guidance for net income and funds from
operations did not take into account the Acquisition or any of the equity or debt issuances
contemplated in connection with the Acquisition. In a Supplemental Package available on our
website (see details below), the Company has provided detailed assumptions for its Core portfolio
as well as assumptions about the Acquisition Properties.
The Company’s guidance acknowledges the existence of volatile economic conditions, which may
impact our current guidance assumptions. Factors impacting 2011 guidance include, but are not
limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on
our short-term resort sites; (iii) scheduled or implemented rate increases on community and resort
sites; (iv) scheduled or implemented rate increases of annual payments under right-to-use
contracts, (v) occupancy changes; (vi) our ability to retain and attract customers renewing or
entering right-to-use contracts, (vii) completion of the Acquisition in its entirety and on the
schedule assumed, (viii) ability to close on $250 million of secured financing to fund the
Acquisition, (ix) transaction costs associated with the Acquisition and (x) our ability to
integrate and operate the Acquisition Properties in accordance with our estimates. Results for
2011 also may be impacted by, among other things (i) continued competitive housing options and new
home sales initiatives impacting occupancy levels at certain properties; (ii) variability in income
from home sales operations, including anticipated expansion projects; (iii) potential effects of
uncontrollable factors such as environmental remediation costs and hurricanes; (iv) potential
acquisitions, investments and dispositions; (v) mortgage debt maturing during 2011; (vi) changes in
interest rates; and (vii) continued initiatives regarding rent control legislation in California
and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality
at certain of the properties.
As of July 18, 2011, Equity LifeStyle Properties, Inc. owns or has an interest in 342 quality
properties in 30 states and British Columbia consisting of 123,065 sites. The Company is a
self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
A live webcast of Equity LifeStyle Properties, Inc.’s conference call discussing these results
will be available via the Company’s website in the Investor Info section at www.equitylifestyle.com
at 10:00 a.m. Central time on July 19, 2011. In addition to this press release, a supplemental
package with additional information on June 30, 2011 results, the Acquisition and guidance is
available via the Company’s website in the Investor Information section under Quarterly
Supplemental Packages and filed as Exhibit 99.2 on the Company’s Form 8-K filed on July 19, 2011.
This news release includes certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,”
“believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding the Company’s expectations,
goals or intentions regarding the future, statements regarding the anticipated closing of its
pending Acquisition and the expected effect of the Acquisition on the Company. These
forward-looking statements are subject to numerous assumptions, risks and uncertainties, including,
but not limited to:
| |
• |
|
the Company’s ability to control costs, real estate market conditions, the actual
rate of decline in customers, the actual use of sites by customers and its success in
acquiring new customers at its Properties (including those that it may acquire); |
| |
| |
• |
|
the Company’s ability to maintain historical rental rates and occupancy
with respect to Properties currently owned or that the Company may acquire; |
| |
| |
• |
|
the Company’s assumptions about rental and home sales markets; |
| |
• |
|
the Company’s assumptions and guidance concerning 2011 estimated net
income and funds from operations; |
| |
| |
• |
|
in the age-qualified Properties, home sales results could be impacted by
the ability of potential homebuyers to sell their existing residences as well as by
financial, credit and capital markets volatility; |
| |
| |
• |
|
results from home sales and occupancy will continue to be impacted by
local economic conditions, lack of affordable manufactured home financing and
competition from alternative housing options including site-built single-family
housing; |
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| |
• |
|
impact of government intervention to stabilize site-built single family
housing and not manufactured housing; |
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• |
|
the completion of the Acquisition in its entirety and future acquisitions,
if any, timing and effective integration with respect thereto and the Company’s
estimates regarding the future performance of the Acquisition Properties; |
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• |
|
the Company’s inability to secure the contemplated debt financings to fund
a portion of the stated purchase price of the Acquisition on favorable terms or at all
and the timing with respect thereto; |
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• |
|
unanticipated costs or unforeseen liabilities associated with the
Acquisition; |
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• |
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ability to obtain financing or refinance existing debt on favorable terms
or at all; |
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• |
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the effect of interest rates; |
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• |
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the dilutive effects of issuing additional securities; |
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• |
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the effect of accounting for the entry of contracts with customers
representing a right-to-use the Properties under the Codification Topic “Revenue
Recognition;” and |
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• |
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other risks indicated from time to time in the Company’s 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.
Tables follow:
Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands except for per share data)
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Quarters Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenues: |
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Community base rental income |
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$ |
66,408 |
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$ |
64,601 |
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$ |
132,591 |
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$ |
129,023 |
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Resort base rental income |
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29,251 |
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28,504 |
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65,719 |
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65,449 |
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Right-to-use annual payments |
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12,563 |
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12,889 |
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24,575 |
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25,074 |
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Right-to-use contracts current period, gross |
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4,857 |
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5,681 |
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8,710 |
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10,618 |
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Right-to-use contracts, deferred, net of prior period
amortization |
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(3,414 |
) |
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(4,551 |
) |
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(5,910 |
) |
|
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(8,499 |
) |
Utility and other income |
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12,484 |
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|
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11,918 |
|
|
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25,546 |
|
|
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24,807 |
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Gross revenues from home sales |
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1,288 |
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|
|
1,947 |
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|
|
2,645 |
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2,994 |
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Brokered resale revenues, net |
|
|
214 |
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|
|
242 |
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|
|
467 |
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|
|
481 |
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Ancillary services revenues, net |
|
|
102 |
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|
|
133 |
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|
|
1,127 |
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|
|
1,196 |
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Interest income |
|
|
1,012 |
|
|
|
997 |
|
|
|
2,051 |
|
|
|
2,189 |
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Income from other investments, net |
|
|
1,149 |
|
|
|
1,484 |
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|
|
1,848 |
|
|
|
2,661 |
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|
|
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|
|
|
|
|
|
|
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Total revenues |
|
|
125,914 |
|
|
|
123,845 |
|
|
|
259,369 |
|
|
|
255,993 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Property operating and maintenance |
|
|
47,655 |
|
|
|
46,998 |
|
|
|
91,966 |
|
|
|
90,452 |
|
Real estate taxes |
|
|
8,161 |
|
|
|
8,326 |
|
|
|
16,218 |
|
|
|
16,640 |
|
Sales and marketing, gross |
|
|
3,083 |
|
|
|
3,585 |
|
|
|
5,339 |
|
|
|
6,848 |
|
Sales and marketing, deferred commissions, net |
|
|
(1,347 |
) |
|
|
(1,657 |
) |
|
|
(2,347 |
) |
|
|
(3,069 |
) |
Property management |
|
|
8,193 |
|
|
|
7,793 |
|
|
|
16,656 |
|
|
|
16,533 |
|
Depreciation on real estate and other costs |
|
|
17,285 |
|
|
|
16,940 |
|
|
|
34,512 |
|
|
|
33,863 |
|
Cost of home sales |
|
|
1,049 |
|
|
|
1,728 |
|
|
|
2,468 |
|
|
|
2,887 |
|
Home selling expenses |
|
|
406 |
|
|
|
455 |
|
|
|
883 |
|
|
|
932 |
|
General and administrative |
|
|
6,011 |
|
|
|
5,548 |
|
|
|
11,658 |
|
|
|
11,224 |
|
Acquisition costs |
|
|
2,117 |
|
|
|
— |
|
|
|
2,117 |
|
|
|
— |
|
Rent control initiatives |
|
|
476 |
|
|
|
299 |
|
|
|
588 |
|
|
|
1,013 |
|
Depreciation on corporate assets |
|
|
254 |
|
|
|
379 |
|
|
|
503 |
|
|
|
589 |
|
Interest and related amortization |
|
|
21,458 |
|
|
|
22,989 |
|
|
|
42,847 |
|
|
|
46,756 |
|
|
|
|
|
|
|
|
|
|
|
|
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Total expenses |
|
|
114,801 |
|
|
|
113,383 |
|
|
|
223,408 |
|
|
|
224,668 |
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|
|
|
|
|
|
|
|
|
|
|
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Income before equity in income of unconsolidated
joint ventures |
|
|
11,113 |
|
|
|
10,462 |
|
|
|
35,961 |
|
|
|
31,325 |
|
|
|
|
|
|
|
|
|
|
|
|
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Equity in income of unconsolidated joint ventures |
|
|
541 |
|
|
|
559 |
|
|
|
1,325 |
|
|
|
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
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Consolidated income from continuing operations |
|
|
11,654 |
|
|
|
11,021 |
|
|
|
37,286 |
|
|
|
32,725 |
|
|
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|
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|
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Discontinued Operations: |
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|
|
Loss from discontinued operations |
|
|
— |
|
|
|
(54 |
) |
|
|
— |
|
|
|
(231 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
|
11,654 |
|
|
|
10,967 |
|
|
|
37,286 |
|
|
|
32,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income allocated to non-controlling interest — Common
OP Units |
|
|
(789 |
) |
|
|
(928 |
) |
|
|
(3,410 |
) |
|
|
(3,360 |
) |
Income allocated to non-controlling interest — Perpetual
Preferred OP Units |
|
|
— |
|
|
|
(4,039 |
) |
|
|
(2,801 |
) |
|
|
(8,070 |
) |
Redeemable Perpetual Preferred Stock Dividends |
|
|
(4,038 |
) |
|
|
— |
|
|
|
(5,288 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available for Common Shares |
|
$ |
6,827 |
|
|
$ |
$6,000 |
|
|
$ |
25,787 |
|
|
$ |
$21,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per Common Share — Basic |
|
$ |
0.21 |
|
|
$ |
0.20 |
|
|
$ |
0.81 |
|
|
$ |
0.70 |
|
Net income per Common Share — Fully Diluted |
|
$ |
0.20 |
|
|
$ |
0.20 |
|
|
$ |
0.80 |
|
|
$ |
0.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Common Shares — Basic |
|
|
32,629 |
|
|
|
30,412 |
|
|
|
31,817 |
|
|
|
30,358 |
|
Average Common Shares and OP Units — Basic |
|
|
36,942 |
|
|
|
35,240 |
|
|
|
36,140 |
|
|
|
35,229 |
|
Average Common Shares and OP Units — Fully Diluted |
|
|
37,262 |
|
|
|
35,506 |
|
|
|
36,441 |
|
|
|
35,471 |
|
Equity LifeStyle Properties, Inc.
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarters Ended |
|
|
Six Months Ended |
|
| Reconciliation of Net Income to FFO and FAD |
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
| (amounts in 000s, except for per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Computation of funds from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available for Common Shares |
|
$ |
6,827 |
|
|
$ |
6,000 |
|
|
$ |
25,787 |
|
|
$ |
21,064 |
|
Income allocated to common OP Units |
|
|
789 |
|
|
|
928 |
|
|
|
3,410 |
|
|
|
3,360 |
|
Right-to-use contract upfront payment, deferred, net
(1) |
|
|
3,414 |
|
|
|
4,551 |
|
|
|
5,910 |
|
|
|
8,499 |
|
Right-to-use contract commissions, deferred, net(2) |
|
|
(1,347 |
) |
|
|
(1,657 |
) |
|
|
(2,347 |
) |
|
|
(3,069 |
) |
Depreciation on real estate assets and other |
|
|
17,285 |
|
|
|
16,940 |
|
|
|
34,512 |
|
|
|
33,863 |
|
Depreciation on unconsolidated joint ventures |
|
|
307 |
|
|
|
303 |
|
|
|
614 |
|
|
|
608 |
|
Loss on real estate |
|
|
— |
|
|
|
54 |
|
|
|
— |
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations (FFO) |
|
$ |
27,275 |
|
|
$ |
27,119 |
|
|
$ |
67,886 |
|
|
$ |
64,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-revenue producing improvements to real estate |
|
|
(4,965 |
) |
|
|
(5,690 |
) |
|
|
(7,795 |
) |
|
|
(9,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds available for distribution (FAD) |
|
$ |
22,310 |
|
|
$ |
21,429 |
|
|
$ |
60,091 |
|
|
$ |
55,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per Common Share — Basic |
|
$ |
0.74 |
|
|
$ |
0.77 |
|
|
$ |
1.88 |
|
|
$ |
1.83 |
|
FFO per Common Share — Fully Diluted |
|
$ |
0.73 |
|
|
$ |
0.76 |
|
|
$ |
1.86 |
|
|
$ |
1.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAD per Common Share — Basic |
|
$ |
0.60 |
|
|
$ |
0.61 |
|
|
$ |
1.66 |
|
|
$ |
1.58 |
|
FAD per Common Share — Fully Diluted |
|
$ |
0.60 |
|
|
$ |
0.60 |
|
|
$ |
1.65 |
|
|
$ |
1.56 |
|
|
|
|
| (1) |
|
The Company is required by GAAP to defer recognition of the
non-refundable upfront payments from the entry of right-to-use contracts over
the estimated customer life. The customer life is currently estimated to range
from one to 31 years and is determined based upon historical attrition rates
provided to the Company by Privileged Access. The amount shown represents the
deferral of a substantial portion of current period contract sales, offset by
the amortization of prior period sales. |
| |
| (2) |
|
The Company is required by GAAP to defer recognition of the commission paid
related to the entry of right-to-use contracts. The deferred commissions will
be amortized on the same method as the related non-refundable upfront payments
from the entry of right-to-use contracts. The amount shown represents the
deferral of a substantial portion of current period contract commissions,
offset by the amortization of prior period commissions. |
| |
|
|
|
|
|
|
|
|
| |
|
As Of |
|
|
As Of |
|
| |
|
June 30, |
|
|
December 31, |
|
| Total Common Shares and OP Units Outstanding: |
|
2011 |
|
|
2010 |
|
Total Common Shares Outstanding |
|
|
37,267,833 |
|
|
|
30,972,353 |
|
Total Common OP Units Outstanding |
|
|
4,308,958 |
|
|
|
4,431,420 |
|
| |
|
|
|
|
|
|
|
|
| |
|
June 30, |
|
|
December 31, |
|
| |
|
2011 |
|
|
2010 |
|
| Selected Balance Sheet Data: |
|
(amounts in 000s) |
|
|
(amounts in 000s) |
|
Net investment in real estate |
|
$ |
1,870,749 |
|
|
$ |
1,884,322 |
|
Cash and short-term investments |
|
$ |
85,344 |
|
|
$ |
64,925 |
|
Acquisition escrow deposits |
|
$ |
300,000 |
|
|
$ |
— |
|
Total assets |
|
$ |
2,368,553 |
|
|
$ |
2,048,395 |
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable |
|
$ |
1,357,458 |
|
|
$ |
1,412,919 |
|
Unsecured lines of credit(1) |
|
$ |
— |
|
|
$ |
— |
|
Total liabilities |
|
$ |
1,560,966 |
|
|
$ |
1,588,237 |
|
Perpetual Preferred OP Units |
|
$ |
— |
|
|
$ |
200,000 |
|
8.034% Series A Cumulative Redeemable Perpetual
Preferred Stock |
|
$ |
200,000 |
|
|
$ |
— |
|
Total equity |
|
$ |
607,587 |
|
|
$ |
260,158 |
|
|
|
|
| (1) |
|
As of June 30, 2011, the Company has an unsecured line of credit with a borrowing
capacity of $380 million, accrues interest at LIBOR plus 1.65% to 2.50% per annum and
contains a 0.30% to 0.40% facility fee. The unsecured line of credit matures on September
18, 2015 and has an eight-month extension option. |
Equity LifeStyle Properties, Inc.
(Unaudited)
Summary of Total Sites as of June 30, 2011:
| |
|
|
|
|
| |
|
Sites |
|
Community sites |
|
|
44,200 |
|
Resort sites: |
|
|
|
|
Annuals |
|
|
20,800 |
|
Seasonal |
|
|
8,900 |
|
Transient |
|
|
9,700 |
|
Membership (1) |
|
|
24,300 |
|
Joint Ventures (2) |
|
|
3,100 |
|
|
|
|
|
|
|
|
111,000 |
|
|
|
|
|
|
|
|
| (1) |
|
Sites primarily utilized by approximately 106,000 members. |
| |
| (2) |
|
Joint Venture income is included in Equity in income from
unconsolidated joint ventures. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarters Ended |
|
|
Six Months Ended |
|
| Manufactured Home Site Figures and |
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
| Occupancy Averages: (1) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Total Sites |
|
|
44,235 |
|
|
|
44,232 |
|
|
|
44,235 |
|
|
|
44,232 |
|
Occupied Sites |
|
|
40,053 |
|
|
|
39,819 |
|
|
|
40,029 |
|
|
|
39,828 |
|
Occupancy % |
|
|
90.5 |
% |
|
|
90.0 |
% |
|
|
90.5 |
% |
|
|
90.0 |
% |
Monthly Base Rent Per Site |
|
$ |
552.67 |
|
|
$ |
540.79 |
|
|
$ |
552.06 |
|
|
$ |
539.92 |
|
Core (2) Monthly Base Rent
Per Site |
|
$ |
552.74 |
|
|
$ |
540.86 |
|
|
$ |
552.13 |
|
|
$ |
540.00 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarters Ended |
|
|
Six Months Ended |
|
| |
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
| Home Sales:(1) (Dollar
amounts in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
New Home Sales Volume (3). |
|
|
6 |
|
|
|
22 |
|
|
|
27 |
|
|
|
40 |
|
New Home Sales Gross Revenues |
|
$ |
338 |
|
|
$ |
657 |
|
|
$ |
1,149 |
|
|
$ |
1,081 |
|
Used Home Sales Volume (4) |
|
|
210 |
|
|
|
235 |
|
|
|
363 |
|
|
|
368 |
|
Used Home Sales Gross Revenues |
|
$ |
950 |
|
|
$ |
1,290 |
|
|
$ |
1,496 |
|
|
$ |
1,913 |
|
Brokered Home Resale Volume |
|
|
167 |
|
|
|
191 |
|
|
|
372 |
|
|
|
378 |
|
Brokered Home Resale Revenues, net |
|
$ |
214 |
|
|
$ |
242 |
|
|
$ |
467 |
|
|
$ |
481 |
|
|
|
|
| (1) |
|
Results of continuing operations, excludes discontinued operations. |
| |
| (2) |
|
The Core Portfolio may change from time-to-time depending on acquisitions,
dispositions and significant transactions or unique situations. The 2011 Core
Portfolio includes all Properties acquired prior to December 31, 2009 and which
have been owned and operated by the Company continuously since January 1, 2010.
Core growth percentages exclude the impact of GAAP deferrals of membership
sales and related commission. |
| |
| (3) |
|
The quarter and six months ended June 30, 2011, includes zero third-party
dealer sales. The quarter and six months ended June 30, 2010, includes two and
nine third-party dealer sales, respectively. |
| |
| (4) |
|
The quarter and six months ended June 30, 2011, includes one third-party
dealer sales. The quarter and six months ended June 30, 2010, includes one and
two third-party dealer sales, respectively. |
Equity LifeStyle Properties, Inc.
(Unaudited)
Non-GAAP Financial Measures
Funds from Operations (“FFO”), is a non-GAAP financial measure. The Company believes that
FFO, as defined by the Board of Governors of the National Association of Real Estate Investment
Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While
FFO is a relevant and widely used measure of operating performance for equity REITs, it does not
represent cash flow from operations or net income as defined by GAAP, and it should not be
considered as an alternative to these indicators in evaluating liquidity or operating performance.
The Company defines FFO as net income, computed in accordance with GAAP, excluding gains or
actual or estimated losses from sales of properties, plus real estate related depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the
same basis. The Company receives up-front non-refundable payments from the entry of right-to-use
contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions
are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO
does not address the treatment of nonrefundable right-to-use payments, the Company believes that it
is appropriate to adjust for the impact of the deferral activity in its calculation of FFO. The
Company believes that FFO is helpful to investors as one of several measures of the performance of
an equity REIT. The Company further believes that by excluding the effect of depreciation,
amortization and gains or actual or estimated losses from sales of real estate, all of which are
based on historical costs and which may be of limited relevance in evaluating current performance,
FFO can facilitate comparisons of operating performance between periods and among other equity
REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront
non-refundable payments and expense deferral of right-to-use contract commissions also facilitates
the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and
cash flow from operating activities, investing activities and financing activities, when evaluating
the Company’s operating performance. The Company computes FFO in accordance with its
interpretation of standards established by NAREIT, which may not be comparable to FFO reported by
other REITs that do not define the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than the Company does. Funds available for
distribution (“FAD”) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue
producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income
and cash flow from operating activities, investing activities and financing activities, when
evaluating the Company’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 the Company’s financial performance, or to cash flow from
operating activities, determined in accordance with GAAP, as a measure of the Company’s liquidity,
nor is it indicative of funds available to fund the Company’s cash needs, including its ability to
make cash distributions.
exv99w2
Exhibit 99.2
| Coquina Crossing — near St. Augustine, FL Breezy Hill — West Palm Beach Area, FL |
| Equity LifeStyle Properties, Inc.
Two North Riverside Plaza |
| Chicago, IL 60606
www.EquityLifeStyle.com |
| Equity LifeStyle Properties, Inc.
2 |
| Equity LifeStyle Properties, Inc. (“ELS”, “we”, ‘us”, “our” or the
Maryland corporation to continue the property operations, business |
| and operated properties since 1969. We have been a public company
investment trust, or a REIT, for U.S. federal income tax purposes commencing |
| We are a fully integrated owner and operator of lifestyle-oriented
areas, or sites, with access to utilities for placement of factory |
| Customers may lease individual sites or enter right-to-use contracts
stays. As of July 18, 2011, we owned or had an ownership interest |
| States and Canada containing 123,065 residential sites. These Properties
This Supplemental Package was prepared to provide (1) certain |
| ended June 30, 2011 and 2010, (2) details of the Company’s guidance
about the Acquisition. |
| On May 31, 2011, through our operating partnership, we
manufactured home communities (the “Acquisition Properties”) containing |
| states and certain manufactured homes and loans secured by manufactured
purchase price of $1.43 billion (the “Acquisition”). |
| On July 1, 2011, we closed on 35 Acquisition Properties and
October 1, 2011. Please refer to pages 17 — 19 of this supplemental |
| of the Acquisition. Additional details on the Acquisition can be found
2011 and July 1, 2011. |
| Certain statements made within this Supplemental Package
meaning of the Private Securities Litigation Reform Act of 1995. When |
| “intend,” “may be” and “will be” and similar words or phrases, or
intended to identify forward-looking statements and may include, |
| expectations, goals or intentions regarding the future, statements
Acquisition and the expected effect of the Acquisition on the Company |
| assumptions, risks and uncertainties, including, but not limited to:
— the Company’s ability to control costs, real estate market conditions, |
| sites by customers and its success in acquiring new customers
— the Company’s ability to maintain historical rental rates and |
| Company may acquire;
— the Company’s assumptions about rental and home sales |
| — the Company’s assumptions and guidance concerning 2011
— in the age-qualified Properties, home sales results could |
| existing residences as well as by financial, credit and capital
— results from home sales and occupancy will continue to |
| manufactured home financing and competition from alternative
— impact of government intervention to stabilize site-built single |
| — the completion of the Acquisition in its entirety and future acquisitions,
thereto and the Company’s estimates regarding the future |
| — the Company’s inability to secure the contemplated debt
Acquisition on favorable terms or at all and the timing with |
| — unanticipated costs or unforeseen liabilities associated with
— ability to obtain financing or refinance existing debt on favorable |
| — the effect of interest rates;
— the dilutive effects of issuing additional securities; |
| — the effect of accounting for the sale of agreements to
Codification Topic “Revenue Recognition;” and |
| — other risks indicated from time to time in the Company’s filings
These forward-looking statements are based on management’s |
| any projection or forecast, these statements are inherently susceptible
under no obligation to, and expressly disclaims any obligation to, update |
| such changes, new information, subsequent events or otherwise.
“Company”) (NYSE:ELS) was formed in December 1992 as a |
| objectives and acquisition strategies of an entity that had owned
since 1993 and have elected to be taxed as a real estate |
| with our taxable year ended December 31, 1993.
properties (“Properties”). We lease individual developed |
| factory-built homes, cottages, cabins or recreational vehicles (“RVs”).
providing the customer access to specific Properties for limited |
| in a portfolio of 342 Properties located throughout the United
are located in 30 states and British Columbia. |
| operational information about the Company for the periods
assumptions for the remainder of 2011 and (3) information |
| entered into purchase agreements to acquire a portfolio of 76
31,167 sites on approximately 6,500 acres located in 16 |
| homes located at the Acquisition Properties for a stated
expect to close on the remainder of the Acquisition on or before |
| package for details on the conditions to closing on the remainder
in the Company’s Current Reports on Form 8-K filed May 31, |
| may include certain “forward-looking statements” within the
used, words such as “anticipate,” “expect,” “believe,” “project,” |
| the negative thereof, unless the context requires otherwise, are
without limitation, information regarding the Company’s |
| regarding the anticipated closing of the Company’s pending
Company. These forward-looking statements are subject to numerous |
| the actual rate of decline in customers, the actual use of
at its Properties (including those that it may acquire); |
| occupancy with respect to Properties currently owned or that the
markets; |
| estimated net income and funds from operations;
be impacted by the ability of potential homebuyers to sell their |
| markets volatility;
be impacted by local economic conditions, lack of affordable |
| housing options, including site-built single-family housing;
family housing and not manufactured housing; |
| if any, the timing and effective integration with respect
performance of the Acquisition Properties; |
| financings to fund a portion of the stated purchase price of the
respect thereto; |
| the Acquisition;
terms or at all; |
| customers representing a right-to-use the Properties under the
with the Securities and Exchange Commission. |
| present expectations and beliefs about future events. As with
to uncertainty and changes in circumstances. The Company is |
| or alter its forward-looking statements whether as a result of |
| Equity LifeStyle Properties, Inc.
3 |
| Quarters and Six Months Ended June 30, 2011 and 2010 |
| Consolidated Income from Property Operations
Core Income from Property Operations |
| Income from Rental Operations |
| 2011 Guidance
2011 Core Guidance Assumptions |
| Third Quarter 2011 Guidance
Fourth Quarter 2011 Guidance |
| Core Growth Assumptions — Second Half of 2011
2011 Acquisition Assumptions |
| 2011 As If the Acquisition Occurred on January 1, 2011
2011 Acquisition Properties — Income from Property Operations |
| 2011 Acquisition Properties
Non—GAAP Financial Measures |
| Equity LifeStyle Properties, Inc.
4 |
| Consolidated Income from Property Operations
1) See July 18, 2011 ELS press release for a complete Consolidated |
| Company includes in property operating revenues are also
Operations. Property operating expenses above include the |
| taxes and sales and marketing, gross that each appear on
2) Resort base rental income is comprised of the following (in |
| (In $US Millions)
Quarter Ended |
| 30-Jun-11
Community base rental income $66.4 |
| Resort base rental income (2) 29.3
Right-to-use annual payments 12.6 |
| Right-to-use contracts current period, gross 4.9
Utility and other income 12.4 |
| Property operating revenues 125.6
Property operating expenses 58.9 |
| Income from property operations $66.7
Quarter Ended |
| Seasonal 2.6
Transient 6.0 |
| (1)
Statement of Operations. The line items that the |
| individually included in our Consolidated Statement of
captions property operating and maintenance, real estate |
| our Consolidated Statement of Operations.
millions): |
| Quarter Ended Six Months Ended Six Months Ended
30-Jun-10 30-Jun-11 30-Jun-10 |
| $64.6 $132.6 $129.0
28.5 65.7 65.4 |
| 12.9 24.6 25.1
5.7 8.7 10.6 |
| 11.9 25.5 24.9
123.6 257.1 255.0 |
| 58.9 113.5 113.9
$64.7 $143.6 $141.1 |
| Quarter Ended Six Months Ended Six Months Ended
30-Jun-10 30-Jun-11 30-Jun-10 |
| $19.8 $41.0 $39.3
2.5 14.2 15.0 |
| Equity LifeStyle Properties, Inc.
5 |
| Core (1) Income from Property Operations
1) 2011 Core properties include properties we expect to own |
| management expenses and the GAAP deferral of right to use
2) Calculations prepared using unrounded numbers. |
| 3) Resort base rental income is comprised of the following (in
4) Excluding right-to-use contracts, property operating revenues |
| six months ended June 30, 2011, respectively. The reduction
Company’s introduction of low-cost membership products in |
| higher initial upfront payments. Most of the right-to-use
memberships. |
| 5) Excluding sales and marketing expenses, property operating
quarter and six months ended June 30, 2011, respectively |
| reduced commissions as a result of reduced high-cost right
(In $US Millions) |
| Quarter Ended Quarter Ended
30-Jun-11 30-Jun |
| Community base rental income $66.4 $64.6
Resort base rental income (3) 29.1 |
| Right-to-use annual payments 12.6
Right-to-use contracts current period, gross 4.9 |
| Utility and other income 12.4
Property operating revenues (4) 125.4 |
| Property operating expenses (5) 58.5
Income from property operations $66.9 $64.7 |
| Quarter Ended Quarter Ended
30-Jun-11 30-Jun |
| Annual $20.6 $19.8
Seasonal 2.5 |
| Transient 6.0
and operate during all of 2010 and 2011. Excludes property |
| contract upfront payments and related commissions, net.
millions): |
| would have increased 2.3% and 1.5% for the quarter and
in entry of right-to-use contracts in 2011 is due to the |
| the spring of 2010 and the phase-out of memberships with
contract revenue in 2011 is from upgrades of existing |
| expenses would have increased 0.3% and 0.5% for the
respectively. The decrease in sales and marketing expenses is due to |
| right-to-use contracts activity described in footnote (4) above.
% Six Months Ended Six Months Ended % |
| Jun-10 Change (2) 30-Jun-11 30-Jun-10 Change (2)
2.8% $132.6 $129.0 2.8% |
| 28.5 2.3% 65.5 65.4 0.1%
12.9 -2.5% 24.5 25.1 -2.3% |
| 5.7 -14.5% 8.7 10.6 -18.0%
11.9 4.5% 25.5 24.8 2.7% |
| 123.6 1.5% 256.8 254.9 0.7%
58.9 -0.6% 112.9 113.8 -0.9% |
| Equity LifeStyle Properties, Inc.
6 |
| Income from Rental Operations
1) For the quarter and six months ended June 30, 2011, approximately |
| included in Community base rental income in the Income
and six months ended June 30, 2010, approximately |
| Community base rental income in the Consolidated
remainder of the Income from rental operations activity is |
| our Consolidated Statement of Operations.
(In $US Millions) |
| 30-Jun
Manufactured homes: |
| Rental operations revenues (1)
Rental operations expense |
| Depreciation
Income from rental operations $4.9 |
| Net basis in new manufactured home rental units as of: $65.7
Net basis in used manufactured home rental units as of: $24.7 |
| Number of occupied rentals — new, end of period
Number of occupied rentals — used, end of period |
| $5.1 million and $9.8 million, respectively, are
from Property Operations table on page 4. For the quarter |
| $3.6 million and $7.0 million, respectively, are included in
Income from Property Operations table on page 4. The |
| included in the caption “Ancillary services revenues, net” on |
| Equity LifeStyle Properties, Inc.
7 |
| 2011 Guidance — Selected Financial Data
The Company’s guidance acknowledges the existence of volatile |
| guidance assumptions. Factors impacting 2011 guidance include,
within the portfolio; (ii) yield management on our short-term resort |
| community and resort sites; (iv) scheduled or implemented rate
(v) occupancy changes; (vi) our ability to retain and attract |
| completion of the Acquisition in its entirety and on the schedule
financing to fund the Acquisition, (ix) transaction costs associated |
| operate the Acquisition Properties in accordance with our estimates
1) Each line item represents the mid-point of a range of possible |
| the most likely outcome. The first six months of the ELS
FFO per share, Net Income and Net Income per share could |
| our assumptions are incorrect.
2) See page 8 for Core growth assumptions. Amount represents |
| million multiplied by an estimated growth rate of 3.1%.
3) 2011 acquisitions guidance makes certain assumptions about |
| approvals and the closing of new mortgage financing. There
actual timing. See page 12 for 2011 Acquisition assumptions |
| 4) See page 20 for definition of FFO.
5) Due to the uncertain timing and extent of right to use upfront |
| could differ materially from expected net income.
6) Estimate includes all common shares and Series B preferred |
| 1,425,517 additional common shares and 1,453,793 additional
October 1, 2011. The timing of the share issuances are |
| page 17 for the timing of anticipated closings and the status
7) Amount represents the Company’s estimate of costs for the |
| debt defeasance costs, $2.0 million of transfer tax, $3.5 million
costs such as title insurance and preparation and review of |
| (In $US Millions, except per share data)
Income from Property Operations — 2011 Core (2) |
| Income from Property Operations — Acquisition properties
Property Management and general and administrative |
| Other Income and Expenses
Financing Costs and Other |
| Funds from Operations (FFO), excluding transaction costs (4)
2011 Acquisition Transaction Costs (7) |
| Funds from Operations (FFO) (4)
Depreciation on Real Estate and Other |
| Deferral of right-to-use contract sales revenue and commission
(Income) Loss allocated to OP Units and ELS Series B preferred |
| Net Income (Loss) Available to Common Shares (5)
Net Income Per Common Share — Fully Diluted |
| FFO Per Share, excluding transaction costs — Fully Diluted
FFO Per Share — Fully Diluted |
| Weighted Average Shares Outstanding — Fully Diluted (6)
(1) |
| economic conditions, which may impact our current
but are not limited to the following: (i) the mix of site usage |
| sites; (iii) scheduled or implemented rate increases on
increases of annual payments under right-to-use contracts, |
| customers renewing or entering right-to-use contracts, (vii)
assumed, (viii) ability to close on $250 million of secured |
| with the Acquisition, and (x) our ability to integrate and
estimates. |
| outcomes and reflects management’s best estimate of
2011 guidance is based on historical results. Actual FFO, |
| vary materially from amounts presented above if any of
2010 Core Income from property operations of $276.3 |
| the timing of the Acquisition, mortgage debt assumption
can be no assurances that our estimates will reflect |
| assumptions.
payments and the resulting deferrals, actual income |
| shares issued as of July 1, 2011 and assumes
Series B preferred shares will be issued on or before |
| dependent on the timing of the Acquisition closings. See
of debt assumption closing conditions. |
| Acquisition, including approximately $12 million of seller’s
in professional fees and $3.5 million in due diligence |
| reports related to title, survey, zoning and environmental |
| Equity LifeStyle Properties, Inc.
8 |
| 2011 Core (1) Guidance Assumptions
1) 2011 Core properties include properties we expect to |
| property management expenses and the GAAP deferral
commissions, net. |
| 2) Management’s estimate of the growth of the 2011 Core
the mid-point of a range of possible outcomes. The first |
| 3) Resort base rental income is comprised of the following
(In $US Millions) |
| Community Base Rental Income $259.3
Resort Base Rental Income (3) 129.2 |
| Right to Use Annual Payments
Right to Use Contracts |
| Utility and Other Income
Property Operating Revenues 506.1 |
| Property Operating Expenses (229.8)
Income from Property Operations $276.3 |
| Transient
- Income from Property Operations |
| own and operate during all of 2010 and 2011. Excludes
of right to use contract upfront payments and related |
| in 2011 compared to actual 2010 performance. Represents
six months of growth factors is based on historical results. |
| (in millions):
2011 Growth |
| Equity LifeStyle Properties, Inc.
9 |
| Third Quarter 2011 Guidance
(In $US Millions, except per share data) |
| Income from Property Operations — 2011 Core (2)
Income from Property Operations — Acquisition properties |
| Property Management and general and administrative
Other Income and Expenses |
| Financing Costs and Other
Funds from Operations (FFO), excluding transaction costs (4) |
| 2011 Acquisition Transaction Costs (7)
Funds from Operations (FFO) (4) |
| Depreciation on Real Estate and Other
Deferral of right-to-use contract sales revenue and commission |
| (Income) Loss Allocated to OP Units and ELS Series B preferred
Net Income (Loss) Available to Common Shares (5) |
| Net Income (Loss) Per Common Share — Basic and Fully Diluted
FFO Per Share, excluding transaction costs — Fully Diluted |
| FFO Per Share — Fully Diluted
Weighted Average Shares Outstanding — Basic |
| Weighted Average Shares Outstanding — Fully Diluted (6)
1) Each line item represents the mid-point of a range of possible |
| the most likely outcome. Actual FFO, FFO per share, Net
amounts presented above if any of our assumptions are |
| 2) See page 11 for 2011 Core growth assumptions. Amount
$68.2 million multiplied by an estimated growth rate of 5. |
| 3) 2011 acquisitions guidance makes certain assumptions
approvals and the closing of new mortgage financing. There |
| timing. See page 12 for 2011 Acquisition assumptions.
4) See page 20 for definition of FFO. |
| 5) Due to the uncertain timing and extent of right to use upfront
differ materially from expected net income. |
| 6) Estimate includes all common shares and Series B preferred
additional common shares will be issued during the quarter |
| issuances are dependent on the timing of the Acquisition
and the status of debt assumption closing conditions. |
| 7) See footnote (11) on page 15 for details on 2011 estimated
our estimate of the costs to be incurred in this quarter based |
| 8) As a result of the estimated Net loss available for Common
newly issued shares of Series B Preferred Stock are considered |
| the computation of the Net Loss Per Common Share — Basic
The Company’s guidance acknowledges the existence of volatile |
| guidance assumptions. Factors impacting 2011 guidance include,
within the portfolio; (ii) yield management on our short-term resort |
| community and resort sites; (iv) scheduled or implemented rate
(v) occupancy changes; (vi) our ability to retain and attract |
| completion of the Acquisition in its entirety and on the schedule
financing to fund the Acquisition, (ix) transaction costs associated |
| operate the Acquisition Properties in accordance with our estimates
- Selected Financial Data (1) |
| ELS 2011 2011
Guidance Acquisitions (3) Total |
| $71.8 $ — $71.8
- 15.1 15.1 |
| (14.5) (1.4) (15.9)
4.0 1.5 5.5 |
| (25.1) (5.2) (30.3)
36.2 10.0 46.2 |
| - (15.7) (15.7)
36.2 (5.7) 30.5 |
| (17.6) (15.4) (33.0)
(5) (2.2) — (2.2) |
| (1.7) 2.2 0.5
$14.7 $ (18.9) $ (4.2) |
| 35.7 7.3 43.0
outcomes and reflects management’s best estimate of |
| Income and Net Income per share could vary materially from
incorrect. |
| represents 2010 Core income from property operations of
.4%. |
| about the timing of the Acquisition, mortgage debt assumption
can be no assurances that our estimates will reflect actual |
| payments and the resulting deferrals, actual income could
shares issued as of July 1, 2011 and assumes 1,155,172 |
| ended September 30, 2011. The timing of the share
closings. See page 17 for the timing of anticipated closings |
| transaction costs of $21 million. Amount above represents
on the timing of closings expect to occur this quarter. |
| Shares, both the Company’s common OP Units and the
anti-dilutive, and therefore both were excluded from |
| and Fully Diluted.
economic conditions, which may impact our current |
| but are not limited to the following: (i) the mix of site usage
sites; (iii) scheduled or implemented rate increases on |
| increases of annual payments under right-to-use contracts,
customers renewing or entering right-to-use contracts, (vii) |
| assumed, (viii) ability to close on $250 million of secured
with the Acquisition, and (x) our ability to integrate and |
| Equity LifeStyle Properties, Inc.
10 |
| Fourth Quarter 2011 Guidance
1) Each line item represents the mid-point of a range of possible |
| the most likely outcome. Actual FFO, FFO per share, Net
amounts presented above if any of our assumptions are |
| 2) See page 11 for Core growth assumptions. Amount represents
million multiplied by an estimated Core growth rate of 2.8 |
| 3) 2011 acquisitions guidance makes certain assumptions
approvals and the closing of new mortgage financing. There |
| timing. See page 12 for 2011 Acquisition assumptions.
4) See page 20 for definition of FFO. |
| 5) Due to the uncertain timing and extent of right to use upfront
differ materially from expected net income. |
| 6) Estimate includes all common shares and Series B preferred
common shares and 1,453,793 Series B preferred shares |
| The timing of the share issuances are dependent on the
of anticipated closings and the status of certain closing conditions, |
| 7) See footnote (11) on page 15 for details on 2011 estimated
our estimate of the costs to be incurred in this quarter based |
| 8) As a result of the estimated Net loss available for Common
newly issued shares of Series B Preferred Stock are considered |
| the computation of the Net Loss Per Common Share — Basic
(In $US Millions, except per share data) |
| Income from Property Operations — 2011 Core (2)
Income from Property Operations — Acquisition properties |
| Property Management and general and administrative
Other Income and Expenses |
| Financing Costs and Other
Funds from Operations (FFO), excluding transaction costs (4) |
| 2011 Acquisition Transaction Costs (7)
Funds from Operations (FFO) (4) |
| Depreciation on Real Estate and Other
Deferral of right-to-use contract sales revenue and commission |
| (Income) Loss Allocated to OP Units and ELS Series B preferred
Net Income (Loss) Available to Common Shares (5) |
| Net Income (Loss) Per Common Share — Basic and Fully Diluted
FFO Per Share, excluding transaction costs — Fully Diluted |
| FFO Per Share — Fully Diluted
Weighted Average Shares Outstanding — Basic |
| Weighted Average Shares Outstanding — Fully Diluted (6)
The Company’s guidance acknowledges the existence of volatile |
| guidance assumptions. Factors impacting 2011 guidance include,
within the portfolio; (ii) yield management on our short-term resort |
| community and resort sites; (iv) scheduled or implemented rate
(v) occupancy changes; (vi) our ability to retain and attract |
| completion of the Acquisition in its entirety and on the schedule
financing to fund the Acquisition, (ix) transaction costs associated |
| operate the Acquisition Properties in accordance with our estimates
- Selected Financial Data (1) |
| outcomes and reflects management’s best estimate of
Income and Net Income per share could vary materially from |
| incorrect.
2010 Core income from property operations of $67 |
| 8%.
about the timing of the Acquisition, mortgage debt assumption |
| can be no assurances that our estimates will reflect actual
payments and the resulting deferrals, actual income could |
| shares issued as of July 1, 2011 and assumes 1,425,517
will be issued to Hometown on or before October 1, 2011. |
| timing of the Acquisition closings. See page 17 for the timing
such as due diligence and debt assumption. |
| transaction costs of $21 million. Amount above represents
on the timing of closings expect to occur this quarter. |
| Shares, both the Company’s common OP Units and the
anti-dilutive, and therefore both were excluded from |
| Equity LifeStyle Properties, Inc.
11 |
| 2011 Core (1) Growth Assumptions -
(In $US Millions) |
| Factors (2)
Community Base Rental Income $65.0 2.8% |
| Resort Base Rental Income (3) 35.8 1.7%
Right to Use Annual Payments 12.6 -0.9% |
| Right to Use Contracts 4.6 11.8%
Utility and Other Income 12.4 0.9% |
| Property Operating Revenues 130.4 2.3%
Property Operating Expenses (62.2) -1.1% |
| Income from Property Operations $68.2 5.4%
1) 2011 Core properties include properties we expect to own |
| property management expenses and the GAAP deferral
commissions, net. |
| 2) Management’s estimate of the growth of the 2011 Core in
the mid-point of a range of possible outcomes. |
| 3) Resort base rental income is comprised of the following (in
Historical 3Q 3Q 2011 Growth Historical 4Q 4Q 2011 Growth |
| 2010 Factors (2) 2010
Annual $20.2 3.7% $20.4 |
| Seasonal 2.3 -5.0% 4.1
Transient 13.3 0.0% 3.4 |
| Income from Property Operations
Historical 4Q |
| Factors (2)
$65.3 2.6% $130.3 2.7% |
| 27.9 1.0% 63.7 1.4%
12.2 0.5% 24.8 -0.2% |
| 4.3 5.7% 8.9 8.9%
11.0 0.9% 23.4 0.9% |
| 120.7 2.0% 251.1 2.1%
(53.7) 0.9% (115.9) -0.2% |
| $67.0 2.8% $135.2 4.1%
and operate during all of 2010 and 2011. Excludes |
| of right to use contract upfront payments and related
2011 compared to actual 2010 performance. Represents |
| millions):
2nd half ended 2nd half 2011 |
| Factors (2) 12/31/2010 Growth Factors (2)
3.8% $40.6 3.7% |
| -5.2% 6.4 -5.1%
-7.8% 16.7 -1.6% |
| Equity LifeStyle Properties, Inc.
12 |
| (In $US Millions)
Community base rental income |
| Resort base rental income
Utility income and other property income |
| Property operating revenues
Property operating expenses |
| Income from property operations (2)
Property management and general and administrative (3) |
| Other income and expenses (4)
Financing costs and other (5) |
| Depreciation on real estate and other (6)
(1) |
| Six Months
Third Quarter Fourth Quarter Ended |
| 2011 2011 12/31/2011
$21.3 $34.6 $55.9 |
| 23.3 37.8 61.1
8.2 12.6 20.8 |
| $15.1 $25.2 $40.3
$1.4 $1.8 $3.2 |
| 1.5 2.0 3.5
5.2 10.7 15.9 |
| 15.4 25.9 41.3
2011 Acquisition Assumptions |
| See page 13 for footnotes to this table |
| Equity LifeStyle Properties, Inc.
13 |
| 2011 Acquisition Assumption Footnotes
1) Each line item represents our estimate of the mid-point of |
| also makes certain assumptions about the timing of the
closing of new mortgage financing. There can be no assurances |
| 2) Estimates above were based on 2011 budgets provided
expenses. Seller’s budgets may not be reflective of the Company’s |
| and amount of actual income from property operations as
income from property operations includes 35 Acquisition |
| Properties that we expect to acquire during the third quarter
property operations includes 35 Acquisition Properties acquired |
| expect to acquire on or before October 1, 2011.
3) As reported in ELS’ Current Report on Form 8-K filed on |
| incremental property management expenses associated
annual incremental general and administrative expenses |
| million for a total of annual incremental overhead cost
overhead costs for the quarter ended September 30, 2011 |
| rated for the number and timing of closings expected to
overhead costs for the quarter ended December 31, 2011 |
| by four as our guidance assumes we will complete the Acquisition
4) The Company’s Current Report on Form 8-K filed on May |
| certain operating expenses for the Hometown 3-14 Properties
31, 2010. The audited revenues include $8.7 million of |
| located at such properties. Our estimated other income and
September 30, 2011 was based on the annual interest income |
| and timing of closings expected to occur during the third
to the Acquisition for the quarter ended December 31, |
| divided by four as our guidance assumes we will complete
quarters also include some adjustments for anticipated rental |
| statements.
5) Financing Costs and Other assumes (in millions): |
| Interest expense on mortgages assumed before or during the quarter
Amortization of note premium on assumed mortgages |
| Interest expense on new secured mortgages funded before or during the quarter 1.1 3.2
Interest expense on $200 million Term Loan funded July 1, 2011 1.7 |
| Amortization of costs to incur or originate debt above
Total |
| (6) As reported in ELS’ Current Report on Form 8-K filed
depreciation of the acquired real estate of approximately |
| an intangible asset for in-place leases of approximately
estate is on a straight-line basis using a 30-year estimated |
| estimated depreciation on real estate and other related to
was based on the annual depreciation amount of $104 |
| expected to occur during the third quarter. Our estimated
Acquisition portfolio for the quarter ended December 31, |
| divided by four as our guidance assumes we will complete
a possible range of outcomes. 2011 acquisition guidance |
| Acquisition, mortgage debt assumption approvals and the
that our estimates will be reflected in actual results. |
| to us by the seller and exclude property management
accounting policies, which may impact the timing |
| compared to seller’s budgets. Estimated third quarter 2011
Properties acquired July 1, 2011 and 23 Acquisition |
| of 2011. Estimated fourth quarter 2011 income from
July 1, 2011 and 41 Acquisition Properties that we |
| May 31, 2011, the Company has estimated that its annual
with the Acquisition are approximately $5.8 million and its |
| associated with the Acquisition are approximately $1.6
of approximately $7.4 million. Our estimated incremental |
| was based on the annual amount of $7.4 million and proto
occur during the third quarter. Our estimated incremental |
| was based on the annual amount of $7.4 million and divided
on or before October 1, 2011. |
| 31, 2011 contains audited statements of revenues and
(as defined in such 8-K) for the year ended December |
| interest income from loans secured by manufactured homes
expenses related to the Acquisition for the quarter ended |
| amount of $8.7 million and pro-rated for the number
quarter. Our estimated other income and expenses related |
| 2011 was based on the annual amount of $8.7 million and
the Acquisition on or before October 1, 2011. Both |
| operations activity that was excluded from the audited
3rd Qtr 2011 4th Qtr 2011 |
| $5.2 $10.7
on May 31, 2011, the Company has estimated annual |
| $24 million and estimated annual amortization expenses of
$80 million for a total of $104 million. Depreciation of real |
| life and in-place leases are amortized over one year. Our
the Acquisition for the quarter ended September 30, 2011 |
| million and pro-rated for the number and timing of closings
depreciation on real estate and other related to the |
| , 2011 was based on the annual amount of $104 million and
the Acquisition on or before October 1, 2011. |
| Equity LifeStyle Properties, Inc.
14 |
| 2011 As If Acquisition Occurred 1/1/2011
(In $US Millions, except per share data) |
| Income from Property Operations — 2011 Core (2)
Income from Property Operations — Acquisition properties (3) |
| Property Management and general and administrative
Other Income and Expenses |
| Financing Costs and Other
Funds from Operations (FFO), excluding transaction costs (4) |
| 2011 Acquisition Transaction Costs (11)
Funds from Operations (FFO) (4) |
| Depreciation on Real Estate and Other
Deferral of right-to-use contract sales revenue and commission, net |
| (Income) Loss Allocated to OP Units and ELS Series B preferred
Net Income (Loss) Available to Common Shares (5) |
| Net Income (Loss) Per Common Share — Basic and Fully Diluted
FFO Per Share, excluding transaction costs — Fully Diluted |
| FFO Per Share — Fully Diluted
Weighted Average Shares Outstanding — Basic |
| Weighted Average Shares Outstanding — Fully Diluted (6)
See page 15 for footnotes to this table. |
| The Company’s table below and our estimates of the performance
the Acquisition on January 1, 2011 acknowledges the existence |
| guidance assumptions. Factors impacting the estimates on the
site usage within the portfolio; (ii) yield management on our |
| increases on community and resort sites; (iv) scheduled or implemented
contracts, (v) occupancy changes; (vi) our ability to retain and |
| (vii) transaction costs associated with the Acquisition, and (viii)
in accordance with our estimates. |
| Guidance Acquisitions (3) Total
$284.7 $ — $284.7 |
| - 101.6 101.6
(56.9) (7.4) (7) (64.3) |
| 10.2 8.4 (8) 18.6
(101.1) (43.5) (9) (144.6) |
| 136.9 59.1 196.0
- (21.0) (21.0) |
| 136.9 38.1 175.0
(70.3) (104.0) (10) (174.3) |
| (5) (7.8) — (7.8)
(6.9) 7.8 0.9 |
| $51.9 $ (58.1) $ (6.2)
(12) $ (0.18) |
| 31.0 7.8 38.8
35.7 9.5 45.2 |
| of the 2011 Acquisition “as if” the Company had completed
of volatile economic conditions, which may impact ELS 2011 |
| table include, but are not limited to the following: (i) the mix of
short-term resort sites; (iii) scheduled or implemented rate |
| rate increases of annual payments under right-to-use
attract customers renewing or entering right-to-use contracts, |
| our ability to integrate and operate the Acquisition Properties |
| Equity LifeStyle Properties, Inc.
15 |
| 2011 As If Acquisition Occurred 1/1/2011 Footnotes
1) Each line item represents the mid-point of a range of possible |
| the most likely outcome. The first six months of the ELS
FFO per share, Net Income and Net Income per share could |
| our assumptions are incorrect. 2011 Acquisitions column
on January 1, 2011. |
| 2) See page 8 for Core growth assumptions. Amount represents
million multiplied by an estimated growth rate of 3.1%. |
| 3) Based on annualizing unaudited historical income from
ended June 30, 2011 and not reflective of the Company’s |
| 4) See page 20 for definition of FFO.
5) Due to the uncertain timing and extent of right to use |
| materially from expected net income.
6) 2011 Acquisitions column assumes the common stock |
| completed on January 1, 2011 and assumes the issuance
Preferred Stock on January 1, 2011 to the seller of the Acquisition |
| 7) As reported in ELS’ Current Report on Form 8-K filed
annual incremental property management expenses associated |
| $5.8 million and its annual incremental general and
Properties are approximately $1.6 million for a total of |
| million.
8) The Company’s Current Report on Form 8-K filed on May |
| certain operating expenses for the Hometown 3-14 Properties
31, 2010. The audited revenues include $8.7 million of |
| located at these properties. Our estimated “Other Income
some adjustments for anticipated rental operations activity |
| 9) Includes $30.0 million of mortgage interest expense related
estimated interest expense of approximately $19.4 million |
| obtain and the $200 million Term Loan funded July 1, 2011
assume or originate debt of approximately $1.4 million, |
| premium on mortgages assumed on 34 properties.
10) As reported in ELS’ Current Report on Form 8-K filed |
| depreciation of the acquired real estate of approximately
of an intangible asset for in-place leases of approximately |
| line basis using a 30-year estimated life and in-place leases
11) Amount represents the Company’s estimate of costs |
| seller’s debt defeasance costs, $2.0 million of transfer
diligence costs such as title insurance and preparation |
| environmental.
12) As a result of the estimated Net loss available for Common |
| newly issued shares of Series B Preferred Stock are considered
the computation of the Net Loss Per Common Share — Basic |
| outcomes and reflects managements’ best estimate of
2011 guidance is based on historical results. Actual FFO, |
| vary materially from amounts presented above if any of
assumes that the Acquisition was completed in its entirety |
| 2010 Core Income from property operations of $276.3
property operations provided by seller for the six months |
| accounting policies. See page 16.
sales and the resulting deferrals, actual income could differ |
| offering completed in June 2011 for 6,037,500 shares was
of 1,708,276 common shares and 1,740,000 Series B |
| Properties.
on May 31, 2011, the Company has estimated that its |
| with the Acquisition Properties are approximately
administrative expenses associated with the Acquisition |
| annual incremental overhead cost of approximately $7.4
31, 2011 contains audited statements of revenues and |
| (as defined in such 8-K) for the year ended December
interest income from loans secured by manufactured homes |
| and Expenses” primarily includes this interest income and
that was excluded from the audited statements. |
| to the assumed mortgages, the Company’s management
on $250 million of secured debt that the Company plans to |
| and related amortization of estimated costs incurred to
offset by approximately $7.3 million of amortization of note |
| on May 31, 2011, the Company has estimated annual
$24.0 million and estimated annual amortization expenses |
| $80.0 million. Depreciation of real estate is on a straightleases
are amortized over one year. |
| for the Acquisition, including approximately $12 million of
tax, $3.5 million in professional fees and $3.5 million in due |
| and review of reports related to title, survey, zoning and
Shares, both the Company’s common OP Units and the |
| anti-dilutive, and therefore both were excluded from
and Fully Diluted. |
| Equity LifeStyle Properties, Inc.
16 |
| 2011 Acquisition Properties — Income from Property Operations
1) All amounts provided by the seller of the Acquisition Properties |
| results of the Acquisition Properties for the six months ended
representative of the performance of the Acquisition Properties |
| 2) Acquisition Core includes 73 Acquisition Properties that were
3) Acquisition Non-Core includes two Acquisition Properties |
| acquired in May 2011.
(In $US Millions, unaudited) Three Months |
| Rental income $34.1
Utility income and other property income |
| Total property operating revenues — Acquisition Core
Total property operating expenses — Acquisition Core |
| Income from property operations — Acquisition Core (1)
Income from property operations — Acquisition Non-Core |
| (2)
Income from property operations — Total $25.4 |
| (1)
and exclude property management expenses. Actual |
| June 30, 2011 reported by the seller may not be
once acquired by the Company. |
| owned during both periods presented.
acquired in January 2011 and one Acquisition Property |
| Three Months Six Months Six Months
Ended Ended Ended |
| June 30, 2010 June 30, 2011 June 30, 2010
$33.8 $68.1 $67.8 |
| 3.0 2.9 6.3 6.1
37.1 36.7 74.4 73.9 |
| 12.2 12.0 24.3 24.0
24.9 24.7 50.1 49.9 |
| 0.5 0.0 0.7 0.0
$24.7 $50.8 $ |
| Equity LifeStyle Properties, Inc.
17 |
| 2011 Acquisition Properties
The following table sets forth certain information relating to the |
| categorized according to major markets and was provided to
Acquisition Properties on July 1, 2011. The accompanying footnotes |
| See page 19 for footnotes to this table. |
| Audubon 6565 Beggs Road Orlando
Beacon Hill Colony 1112 W. Beacon Road Lakeland |
| Beacon Terrace 2425 Harden Blvd. Lakeland
Carefree Village 8000 Sheldon Road Tampa |
| Cheron Village 13222 SW 9th Court Davie
Clover Leaf Farms 900 N. Broad Street Brooksville |
| Clover Leaf Forest (2) 900 N. Broad Street Brooksville
Colony Cove 101 Amsterdam Ave Ellenton |
| Covington Estates 3400 Glenwick Ct. Saint Cloud
Crystal Lakes-Zephyrhills 4604 Lake Crystal Blvd. Zephyrhills |
| Emerald Lake 24300 Airport Road Punta Gorda
Featherock 2200 Highway 60 East Valrico |
| Foxwood 4705 NW 20th Street Ocala
Haselton Village 14 Coral Street Eustis |
| Heron Cay 1400 90th Avenue Vero Beach
Hidden Valley 8950 Polynesian Lane Orlando |
| Kings & Queens 2808 N. Florida Avenue Lakeland
Lake Village 400 Lake Drive Nokomis |
| Lake Worth Village 4041 Roberts Way #3 Lake Worth
Lakeland Harbor 4747 North Road 33 Lakeland |
| Lakeland Junction 202 E. Griffin Road Lakeland
Lakeside Terrace 24 Sunrise Lane Fruitland Park |
| Orange Lake 15840-32 SR 50 Clermont
Palm Beach Colony 2000 N. Congress Avenue West Palm Beach |
| Parkwood Communities 414 Springlake Road Wildwood
Ridgewood Estates 101 Amsterdam Ave Ellenton |
| Shady Oaks 15777 Bolesta Road Clearwater
Shady Village 15777 Bolesta Road Clearwater |
| Starlight Ranch 6000 East Pershing Ave Orlando
Tarpon Glen 1038 Sparrow Lane Tarpon Springs |
| Vero Palm 1400 90th Avenue Vero Beach
Village Green 7300 20th Street Vero Beach |
| Whispering Pines — Largo 7501 142nd Ave North Largo |
| 76 Acquisition Properties as of June 30, 2011. The table is
the Company by the seller. The Company closed on 35 |
| are an integral part of the table. |
| FL 32810 40 280 91.8% 4,668 August 1 (6)
FL 33803 31 201 99.0% 4,426 October 1 (7) |
| FL 33803 55 297 99.3% 4,508 August 1 (6)
FL 33615 58 406 93.6% 4,674 July 1 (1) |
| FL 33325 30 202 90.1% 8,671 July 1 (1)
FL 34601 227 780 96.5% 5,061 October 1 (7) |
| FL 34601 30 277 100.0% 2,940 October 1 (7)
FL 34222 538 2,211 86.9% 6,226 August 1 (8) |
| FL 34772 59 241 92.1% 4,289 July 1 (1)
FL 33541 146 318 95.0% 3,412 July 1 (1) |
| FL 33950 34 201 87.6% 4,313 August 1 (9)
FL 33594 84 521 97.7% 4,623 October 1 (7) |
| FL 34482 56 375 83.5% 4,539 July 1 (1)
FL 32726 52 292 98.3% 3,531 August 1 (6) |
| FL 32966 130 597 84.3% 5,775 October 1 (7)
FL 32836 50 303 98.7% 6,099 July 1 (1) |
| FL 33805 18 107 96.3% 4,530 July 1 (1)
FL 34275 65 391 95.1% 6,470 September 1(7) |
| FL 33463 117 826 77.6% 6,906 October 1 (7)
FL 33805 65 504 99.8% 4,234 August 1 (6) |
| FL 33805 23 193 97.4% 3,569 July 1 (1)
FL 34731 39 241 98.3% 3,656 July 1 (1) |
| FL 34711 38 242 95.0% 4,532 July 1 (1)
FL 33409 48 285 89.5% 5,345 August 1 (9) |
| FL 34785 121 695 96.0% 3,065 July 1 (1)
FL 34222 77 381 98.2% 3,943 October 1 (7) |
| FL 33760 31 250 94.4% 5,475 July 1 (1)
FL 33760 19 156 94.9% 5,677 July 1 (1) |
| FL 32822 130 783 79.7% 5,792 July 1 (1)
FL 34689 24 170 88.2% 5,305 July 1 (1) |
| FL 32966 64 285 82.5% 5,353 October 1 (7)
FL 32966 174 781 84.1% 6,381 August 1 (6) |
| FL 33771 55 392 85.7% 6,001 October 1 (7)
2,727 14,184 90.4% 5,207 |
| Equity LifeStyle Properties, Inc.
18 |
| 2011 Acquisition Properties (continued)
See page 19 for footnotes to this table. |
| Stonegate Manor 1 Stonegate Drive North Windham
The Glen 31 Leisurewoods Norwell |
| Hillcrest 31 Leisurewoods Rockland
Fernwood 1901 Fernwood Drive Capitol Heights |
| Williams Estates & Peppermint Woods 3300 Eastern Blvd Middle River
Pine Ridge at Crestwood 2 Fox Street Whiting |
| The Woodlands 6237 South Transit Lockport
Greenbriar Village 63A Greenbriar Drive Bath |
| Lil Wolf 3411 Li’l Wolf Drive Orefield
Mountain View — PA 4 East Zimmer Drive Walnutport |
| Regency Lakes 108 Chamberlain Court Winchester |
| Apache East 3500 S. Tomahawk Apache Junction
Denali Park 3405 S. Tomahawk Apache Junction |
| Sunshine Valley 1650 S. Arizona Avenue Chandler
Westpark 2501 W WickenburgWay Wickenburg |
| Los Ranchos 20843 Waalew Road Apple Valley
Mountain View — NV 148 Day Street Henderson |
| Coach Royal 8597 W. Irving Lane Boise
Maple Grove 8597 W. Irving Lane Boise |
| Shenandoah Estates 5603 Bullrun Lane Boise
WestMeadow Estates 120 West Driftwood Boise |
| Hoosier Estates 830 Campbell Street Lebanon
North Glen Village 18200 US 31 N #292 Westfield |
| Rockford Riverview Estates 135 Highview Road Rockford
Rosemount Woods 13925 Bunratty Ave Rosemount |
| Cedar Knolls 12571 Garland Ave Apple Valley
Cimarron Park 901 Lake Elmo Ave N Lake Elmo |
| Buena Vista 4301 El Tora Boulevard Fargo
Meadow Park 3220 12th Ave North Fargo |
| Avon 2889 Sandpiper Rochester Hills
Chesterfield 49900 Fairchild Road Chesterfield |
| Clinton 38129 Deacroix Clinton Township
Cranberry Lake 9620 Highland Road White Lake |
| Ferrand Estates 2680 44th Street Wyoming
Grand Blanc 8225 Embury Road Grand Blanc |
| Holly Hills 16181 Lancaster Way Holly
Lake in the Hills 2700 Shimmons Road Auburn Hills |
| Macomb 45301 Chateau Thierry Blvd. Macomb
Novi 41875 Carousel Street Novi |
| Old Orchard 10500 Lapeer Road Davison
Royal Estates 8300 Ravine Road Kalamazoo |
| Swan Creek 6988 McKean Ypsilanti
Westbrook 45013 Catalpa Macomb |
| CT 06256 114 372 94.9% 4,980 July 1 (1)
MA 02370 24 36 100.0% 7,159 August 1 (10) |
| MA 02370 19 83 90.4% 6,647 August 1 (10)
MD 20743 40 329 93.3% 5,514 October 1 (7) |
| MD 21200 121 804 96.0% 6,421 August 1 (6)
NJ 08759 188 1,035 89.6% 4,953 August 1 (6) |
| NY 14094 225 1,183 88.1% 5,203 August 1 (5)
PA 18014 63 319 98.1% 6,445 October 1 (7) |
| PA 18069 56 271 97.4% 6,326 October 1 (7)
PA 18088 45 189 93.7% 5,146 August 1 (6) |
| VA 22603 165 523 88.3% 5,098 July 1 (1)
1,060 5,144 91.9% 5,527 |
| AZ 85219 17 123 98.4% 4,824 July 1 (1)
AZ 85219 33 162 75.3% 4,627 July 1 (1) |
| AZ 85286 55 380 86.8% 5,375 September 1 (7)
AZ 85390 48 188 97.3% 6,137 July 1 (1) |
| CA 92307 30 389 95.6% 6,165 October 1 (7)
NV 89074 67 352 94.3% 8,382 August 1 (6) |
| 250 1,594 91.6% 6,247
ID 83704 12 91 72.5% 4,704 July 1 (1) |
| ID 83704 38 270 70.7% 4,764 July 1 (1)
ID 08081 24 154 97.4% 5,510 October 1 (7) |
| ID 83713 29 179 93.9% 5,328 October 1 (7)
IN 46052 60 288 92.4% 3,491 October 1 (7) |
| IN 46074 88 289 82.7% 4,572 October 1 (7)
MN 55373 88 428 83.9% 4,176 August 1 (6) |
| MN 55068 50 182 95.6% 6,394 July 1 (1)
MN 55124 93 458 85.6% 6,852 August 1 (8) |
| MN 55042 230 505 86.3% 6,960 August 1 (8)
ND 58103 76 400 95.0% 4,512 August 1 (9) |
| ND 58102 17 117 90.6% 3,480 August 1 (6)
804 3,361 87.1% 5,254 |
| MI 48309 83 617 73.4% 6,521 July 1 (1)
MI 48051 78 345 71.3% 5,851 July 1 (1) |
| MI 48038 161 1,000 52.3% 5,631 October 1 (3)
MI 48386 54 328 79.6% 6,370 July 1 (1) |
| MI 49519 80 420 75.7% 5,448 August 1 (6)
MI 48439 221 478 46.7% 5,435 July 1 (1) |
| MI 48442 198 242 62.8% 4,753 July 1 (1)
MI 48326 51 238 84.9% 5,791 July 1 (1) |
| MI 48044 400 1,426 56.9% 5,665 July 1 (1)
MI 48377 118 725 56.0% 5,780 July 1 (1) |
| MI 48423 41 200 70.5% 5,286 July 1 (1)
MI 49009 63 183 82.0% 4,817 July 1 (1) |
| MI 48197 59 294 86.1% 5,576 July 1 (1)
MI 48044 79 388 93.6% 6,318 July 1 (1) |
| MI Total 1,686 6,884 65.4% 5,764 |
| Equity LifeStyle Properties, Inc.
19 |
| 2011 Acquisition Properties Footnotes
1) Property acquired on July 1, 2011. |
| 2) This property is a resort property with 146 annual sites.
3) The terms of the purchase agreement for the Acquisition |
| result of underwriting issues related to this property, the
would be deemed terminated but also agreed that the Company |
| December 31, 2011. The Company is continuing to
estimates assume that the Company will acquire this property |
| acquire this property.
4) In addition to the debt—related assumptions issues highlighted |
| customary closing conditions and due diligence.
5) Closing subject to completing loan assumption. The Company’s |
| yet approved by lender.
6) Closing subject to completing loan assumption. Lender |
| is in progress.
7) Closing subject to completing loan assumption. Lender |
| lender due diligence and underwriting are not complete.
8) Closing subject to completing loan assumption. Lender |
| document negotiation is in progress.
9) Closing subject to seller defeasing existing debt. Seller |
| closing date.
10) Property is currently unencumbered and closing date has |
| provided for a July 1, 2011 closing for this property. As a
parties agreed that the Company’s acquisition of the property |
| may reinstate the acquisition at any time on or before
perform due diligence on the property. All 2011 guidance |
| property. There can be no assurance that the Company will
in footnotes 5 — 10, all future closings are subject to |
| request for modification of certain loan terms is not
has verbally approved the assumption, document negotiation |
| has acknowledged request for assumption approval, however
has delivered written conditional approval of assumption, |
| is actively working with lender to defease on the scheduled
been agreed to by the Company and seller. |
| Equity LifeStyle Properties, Inc.
20 |
| Non—GAAP Financial Measures
Funds from Operations (“FFO”) — a non-GAAP financial measure |
| Board of Governors of the National Association of Real Estate
measure of performance for an equity REIT. While FFO is a |
| for equity REITs, it does not represent cash flow from operations
considered as an alternative to these indicators in evaluating liquidity |
| The Company defines FFO as net income, computed in accordance
losses from sales of properties, plus real estate related |
| unconsolidated partnerships and joint ventures. Adjustments
calculated to reflect FFO on the same basis. The Company |
| right-to-use contracts. In accordance with GAAP, the upfront
deferred and amortized over the estimated customer life. Although |
| treatment of nonrefundable right-to-use payments, the Company
deferral activity in its calculation of FFO. The Company believes |
| measures of the performance of an equity REIT. The Company
amortization and gains or actual or estimated losses from sales |
| which may be of limited relevance in evaluating current performance,
performance between periods and among other equity REITs |
| net revenue deferral of upfront non-refundable payments and
facilitates the comparison to other equity REITs. Investors should |
| from operating activities, investing activities and financing
performance. The Company computes FFO in accordance |
| which may not be comparable to FFO reported by other REITs
NAREIT definition or that interpret the current NAREIT definition |
| distribution (“FAD”) is a non-GAAP financial measure. FAD
expenditures. Investors should review FFO and FAD, along with |
| investing activities and financing activities, when evaluating the
represent cash generated from operating activities in accordance |
| distributions and should not be considered as an alternative
indication of the Company’s financial performance, or to cash |
| GAAP, as a measure of the Company’s liquidity, nor is it indicative
including its ability to make cash distributions. |
| measure. The Company believes that FFO, as defined by the
Investment Trusts (“NAREIT”), is generally an appropriate |
| relevant and widely used measure of operating performance
or net income as defined by GAAP, and it should not be |
| or operating performance.
with GAAP, excluding gains or actual or estimated |
| depreciation and amortization, and after adjustments for
for unconsolidated partnerships and joint ventures are |
| receives up-front non-refundable payments from the entry of
non-refundable payments and related commissions are |
| the NAREIT definition of FFO does not address the
believes that it is appropriate to adjust for the impact of the |
| that FFO is helpful to investors as one of several
further believes that by excluding the effect of depreciation, |
| of real estate, all of which are based on historical costs and
FFO can facilitate comparisons of operating |
| REITs. The Company believes that the adjustment to FFO for the
expense deferral of right-to-use contract commissions also |
| review FFO, along with GAAP net income and cash flow
activities, when evaluating the Company’s operating |
| with its interpretation of standards established by NAREIT,
that do not define the term in accordance with the current |
| differently than the Company does. Funds available for
is defined as FFO less non-revenue producing capital |
| GAAP net income and cash flow from operating activities,
Company’s operating performance. FFO and FAD do not |
| with GAAP, nor do they represent cash available to pay
to net income, determined in accordance with GAAP, as an |
| flow from operating activities, determined in accordance with
of funds available to fund the Company’s cash needs, |
