================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 APRIL 18, 2005 (Date of Report) EQUITY LIFESTYLE PROPERTIES, INC. (Exact name of registrant as specified in its Charter) 1-11718 (Commission File No.) MARYLAND 36-3857664 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) (312) 279-1400 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the following provisions (See General Instructions A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule (14d-2(b)) under the Exchange Act (17 CFR.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule (13e-4(c)) under the Exchange Act (17 CFR.13e-4(c)) ================================================================================
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 18, 2005, Equity LifeStyle Properties, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2005. This information is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The information contained in the attached exhibit is unaudited and should be read in conjunction with the Registrant's annual and quarterly reports filed with the Securities and Exchange Commission. Exhibit 99.1 Equity LifeStyle Properties, Inc. press release dated April 18, 2005 "ELS Reports Strong First Quarter Results."
SIGNATURE 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. EQUITY LIFESTYLE PROPERTIES, INC. BY: /s/ Thomas P. Heneghan ------------------------------ Thomas P. Heneghan Chief Executive Officer BY: /s/ Michael B. Berman ------------------------------ Michael Berman Vice President and Chief Financial Officer DATE: April 19, 2005
EXHIBIT 99.1 CONTACT: Michael Berman FOR IMMEDIATE RELEASE (312) 279-1496 April 18, 2005 ELS REPORTS STRONG FIRST QUARTER RESULTS REITERATES GUIDANCE FOR 2005 CHICAGO, IL - APRIL 18, 2005--Equity LifeStyle Properties, Inc. (NYSE: ELS) today announced results for the quarter ended March 31, 2005. For the first quarter of 2005, Funds From Operations (FFO) were $25.3 million or $0.85 per share on a fully diluted basis, compared to $15.5 million or $0.55 per fully diluted share for the same period in 2004. First quarter 2005 property operating revenues were $84.8 million, compared to $67.8 million in the first quarter of 2004. For the quarter ended March 31, 2005, the Company had 118 new home sales, a 26 percent increase over the quarter ended March 31, 2004. Gross revenues from home sales were approximately $10.2 million for the quarter ended March 31, 2005, compared to approximately $7.4 million for the quarter ended March 31, 2004. Net income available to common stockholders totaled $8.7 million or $0.37 per fully diluted share for the quarter ended March 31, 2005. This compares to net income available to common stockholders of $4.5 million or $0.19 per fully diluted share for the first quarter of 2004. See the attachment to this press release for a reconciliation of FFO and FFO per share to net income and net income per share, respectively, the most directly comparable GAAP measures. Commented Thomas P. Heneghan, ELS President and CEO, "The first quarter of 2005 was important for us given the significant investments we made during 2004. I am very pleased with our performance and our strong start for 2005. " The Company has $71 million available under its line of credit. ELS management continues to project fully diluted FFO per share to be in the range of $2.44 to $2.54 for 2005. Furthermore, management expects fully diluted FFO per share for the first half of 2005 to be between $1.35 and $1.38. Factors impacting revenues include i) the mix of site usage within the Company's portfolio; ii) the Company's yield management of its short term resort sites; iii) scheduled or
implemented rate increases; and iv) occupancy changes. Results for 2005 also may be impacted by, among other things i) continued competitive housing options and new home sales initiatives impacting occupancy levels at certain communities; ii) variability in income from home sales operations, including anticipated expansion projects; iii) whether acquired properties operate in line with expectations; iv) the lingering effects, if any, on occupancy levels and sales resulting from changes in customer demand due to the 2004 Florida storms; v) potential acquisitions and investments; vi) potential dispositions; and vii) rent control initiative costs. The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, the Company's ability to maintain rental rates and occupancy with respect to properties currently owned or pending acquisitions; the Company's assumptions about rental and home sales markets; the completion of pending acquisitions and timing with respect thereto; the effect of interest rates as well as other risks indicated from time to time in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Equity LifeStyle Properties, Inc. owns or has an interest in 278 quality communities in 26 states and British Columbia consisting of 101,727 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago. A live webcast of the Company's conference call discussing these results will be available via the Company's website in the Investor Info section at www.mhchomes.com at 10:00 a.m. Central on April 19, 2005. If you wish to listen to the opening remarks in advance, they will be available on our website. ### Tables follow
EQUITY LIFESTYLE PROPERTIES, INC. SELECTED FINANCIAL DATA (UNAUDITED) (AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE DATA) QUARTERS ENDED MARCH 31, MARCH 31, 2005 2004 -------- -------- PROPERTY OPERATIONS: Community base rental income ......................... $ 52,919 $ 49,118 Resort base rental income ............................ 24,247 12,342 Utility and other income ............................. 7,616 6,334 -------- -------- Property operating revenues ....................... 84,782 67,794 Property operating and maintenance ................... 26,294 20,200 Real estate taxes .................................... 6,160 5,264 Property management .................................. 3,649 2,846 -------- -------- Property operating expenses ....................... 36,103 28,310 -------- -------- Income from property operations ................... 48,679 39,484 HOME SALES OPERATIONS: Gross revenues from inventory home sales ............. 10,236 7,426 Cost of inventory home sales ......................... (8,947) (6,848) -------- -------- Gross profit from inventory home sales ............ 1,289 578 Brokered resale revenues, net ........................ 606 490 Home selling expenses ................................ (2,053) (2,073) Ancillary services revenues, net ..................... 2,136 905 -------- -------- Income from home sales and other .................. 1,978 (100) OTHER INCOME AND EXPENSES: Interest income ...................................... 371 453 Other corporate income ............................... 4,061 290 Equity in income of unconsolidated joint ventures..... 1,143 968 General and administrative ........................... (2,882) (2,212) Rent control initiatives ............................. (570) (629) -------- -------- Operating income (EBITDA) ......................... 52,780 38,254 Interest and related amortization .................... (24,999) (20,139) Income from discontinued operations .................. 626 623 Depreciation on corporate assets ..................... (216) (377) Income allocated to Preferred OP Units ............... (2,856) (2,813) -------- -------- FUNDS FROM OPERATIONS (FFO) ....................... $ 25,335 $ 15,548 Depreciation on real estate and other costs .......... (13,498) (10,091) Depreciation on unconsolidated joint ventures ........ (426) (206) Depreciation on discontinued operations .............. (329) (340) Gain on sale of properties ........................... --- 638 Income allocated to Common OP Units .................. (2,373) (1,039) -------- -------- NET INCOME ........................................ $ 8,709 $ 4,510 ======== ======== NET INCOME PER COMMON SHARE - BASIC .................... $ 0.38 $ 0.20 NET INCOME PER COMMON SHARE - FULLY DILUTED ............ $ 0.37 $ 0.19 -------- -------- FFO PER COMMON SHARE - BASIC ........................... $ 0.86 $ 0.56 FFO PER COMMON SHARE - FULLY DILUTED ................... $ 0.85 $ 0.55 -------- -------- Average Common Shares - Basic .......................... 22,974 22,674 Average Common Shares and OP Units - Basic ............. 29,309 27,986 Average Common Shares and OP Units - Fully Diluted...... 29,878 28,521 -------- --------
EQUITY LIFESTYLE PROPERTIES, INC. (UNAUDITED) AS OF AS OF MARCH 31, DECEMBER 31, TOTAL SHARES AND OP UNITS OUTSTANDING: 2005 2004 ------------------ ------------------ Total Common Shares Outstanding............... 22,993,942 22,937,192 Total Common OP Units Outstanding............. 6,324,046 6,340,805 SELECTED BALANCE SHEET DATA: MARCH 31, DECEMBER 31, 2005 2004 (amounts in 000's) (amounts in 000's) ------------------ ------------------ Total real estate, net......................... $ 1,704,977 $ 1,712,923 Cash and cash equivalents...................... $ 5,351 $ 5,305 Total assets (1)............................... $ 1,888,598 $ 1,886,289 Mortgage notes payable......................... $ 1,413,533 $ 1,417,251 Unsecured debt................................. $ 201,850 $ 235,800 Total liabilities.............................. $ 1,685,012 $ 1,719,674 Minority interest.............................. $ 162,096 $ 134,771 Total stockholders' equity..................... $ 41,490 $ 31,844 (1) Includes hurricane related costs recoverable from insurance providers of $8.0 million. MANUFACTURED HOME SITE RENT AND QUARTERS ENDED OCCUPANCY AVERAGES: MARCH 31, MARCH 31, 2005 2004 ------------ ------------ Total Sites................................... 42,737 41,242 Occupied Sites................................ 38,738 37,799 Occupancy %................................... 90.6% 91.7% Monthly Base Rent Per Site.................... $ 458.05 $ 437.95 Core Monthly Base Rent Per Site (1)........... $ 455.36 $ 433.15 (1) Represents rent per site for properties owned in both periods of comparison. QUARTERS ENDED MARCH 31, MARCH 31, HOME SALES (1): 2005 2004 ----------- ---------- New Home Sales Volume (2)..................... 127 94 New Home Sales Gross Revenues................. $ 9,603 $ 6,798 Used Home Sales Volume........................ 53 76 Used Home Sales Gross Revenues................ $ 642 $ 740 Brokered Home Resale Volume................... 373 329 Brokered Home Resale Revenues, net............ $ 611 $ 492 (1) Includes results from discontinued operations. (2) Quarter ended March 31, 2005 includes nine third-party sales.
EQUITY LIFESTYLE PROPERTIES, INC (UNAUDITED) ANNUAL REVENUE RANGES: Approximate Total Sites Total Sites Annual (rounded to 100's) (rounded to 100's) Revenue Range (1) ------------------ ------------------ ----------------- 3/31/05 12/31/04 Community sites (2): 45,200 45,200 $5,400-$5,500 (3) Resort sites: Annuals 13,100 13,100 $3,000-$3,200 Seasonal 7,600 7,200 $1,800-$1,900 Transient 5,600 6,000 $2,000-$2,200 Thousand Trails 17,900 17,900 (4) Joint Ventures 11,800 11,800 (5) ------------------ ------------------ 101,200 101,200 ================== ================== 1) All ranges exclude utility and other income. 2) Includes 2,466 sites from discontinued operations. 3) Based on occupied sites, including discontinued properties. Average occupancy as of 3/31/05 was approximately 89.3%. 4) 17,911 sites are reserved for Thousand Trails members pursuant to a sale-leaseback agreement with Thousand Trails Operations Holding Company, L.P. with an annual rent of $16 million. 5) Joint venture income is included in Other Corporate Income. FUNDS AVAILABLE FOR DISTRIBUTION (FAD): QUARTERS ENDED MARCH 31, MARCH 31, 2005 2004 --------- --------- Funds from operations ........................... $ 25,335 $ 15,548 Non-revenue producing improvements to real estate (2,289) (2,674) -------- -------- Funds available for distribution ............ $ 23,046 $ 12,874 ======== ======== FAD per Common Share - Basic ..................... $ 0.79 $ 0.46 FAD per Common Share - Fully Diluted ............. $ 0.77 $ 0.45 -------- -------- "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"), to be an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. Funds available for distribution ("FAD") is a non-gaap financial measure. FAD is defined as FFO less non-revenue producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. FFO and FAD do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions."