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: March 1, 2013
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 1-11718 | 36-3857664 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification Number) | ||
| Two North Riverside Plaza, Chicago, Illinois | 60606 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(312) 279-1400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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 240.14d-2(b)) |
| ¨ | 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
Equity LifeStyle Properties, Inc. (the “Company”) hereby reconfirms previously issued guidance for its net income per share (fully diluted) and funds from operations per share (fully diluted) for the three months ending March 31, 2013 to be between $0.74 and $0.84 and $1.35 and $1.45, respectively. The Company also reconfirms previously issued guidance for its net income per share (fully diluted) and funds from operations per share (fully diluted) for the year ending December 31, 2013 to be between $2.49 and $2.69 and $4.94 and $5.14, respectively. The projected 2013 per share amounts represent the mid-point of a range of possible outcomes and reflects management’s best estimate of the most likely outcome.
Item 7.01 Regulation FD Disclosure
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Nor shall the information in this Current Report be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. The Company disclaims any intention or obligation to update or revise this information.
On March 1, 2013, the Company issued a press release announcing that Marguerite Nader, ELS’ President and CEO, will make a presentation at the Citi 2013 Global Property CEO Conference on Tuesday, March 5, 2013 at 11:30am Eastern Time. The press release is furnished as Exhibit 99.1 to this report on Form 8-K.
Attached as Exhibit 99.2 is an investor presentation that will be posted on the Company’s website, www.equitylifestyle.com, on March 4, 2012. Included in this presentation is a discussion of the Company’s business and certain financial information regarding 2012 guidance.
This report 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, 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 ability to retain and attract customers renewing, upgrading and entering right-to-use contracts; |
| • | the Company’s assumptions about rental and home sales markets; |
| • | the Company’s assumptions and guidance concerning 2013 estimated net income and funds from operations; |
| • | the Company’s ability to manage counterparty risk; |
| • | 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; |
| • | impact of government intervention to stabilize site-built single family housing and not manufactured housing; |
| • | effective integration of the recent acquisitions and the Company’s estimates regarding the future performance of acquisitions; |
| • | unanticipated costs or unforeseen liabilities associated with the recent acquisitions; |
| • | ability to obtain financing or refinance existing debt on favorable terms or at all; |
| • | the effect of interest rates; |
| • | the dilutive effects of issuing additional securities; |
| • | 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 |
| • | 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.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of lifestyle-oriented properties and owns or has an interest in 383 quality properties in 32 states and British Columbia consisting of 142,682 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit 99.1 | Equity LifeStyle Properties, Inc. Press Release dated March 1, 2013, “ELS Presentation at Citi CEO Conference” | |
| Exhibit 99.2 | Investor Presentation | |
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 hereunto duly authorized.
| EQUITY LIFESTYLE PROPERTIES, INC. | ||||||
| Date: March 4, 2013 | By: | /s/ Paul Seavey | ||||
| Paul Seavey | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
N E W S R E L E A S E
| CONTACT: | Paul Seavey | FOR IMMEDIATE RELEASE | ||||||
| (800) 247-5279 | March 1, 2013 | |||||||
ELS PRESENTATION AT CITI CEO CONFERENCE
CHICAGO, IL – March 1, 2013 – Equity LifeStyle Properties, Inc. (NYSE: ELS) today announced that the Company will make a presentation at the Citi 2013 Global Property CEO Conference on Tuesday, March 5, 2013. Marguerite Nader, ELS’ President and CEO, will conduct a roundtable presentation at 11:30am Eastern time. The live presentation can be accessed via teleconference at (646) 490-2858 using passcode: 3360505490. This will be a listen only broadcast. A replay of the presentation will not be available.
This press 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, and the expected effect of recent acquisitions 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 ability to retain and attract customers renewing, upgrading and entering right-to-use contracts; |
| • | the Company’s assumptions about rental and home sales markets; |
| • | the Company’s assumptions and guidance concerning 2013 estimated net income and funds from operations; |
| • | the Company’s ability to manage counterparty risk; |
| • | 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; |
| • | impact of government intervention to stabilize site-built single family housing and not manufactured housing; |
| • | effective integration of the recent acquisitions and the Company’s estimates regarding the future performance of acquisitions; |
| • | unanticipated costs or unforeseen liabilities associated with the recent acquisitions; |
| • | ability to obtain financing or refinance existing debt on favorable terms or at all; |
| • | the effect of interest rates; |
| • | the dilutive effects of issuing additional securities; |
| • | 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 |
| • | 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.
Equity LifeStyle Properties, Inc. owns or has an interest in 383 quality properties in 32 states and British Columbia consisting of 142,682 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.
Exhibit 99.2
ELS Equity LifeStyle Properties
OUR STORY
• One of the nation’s largest real estate networks with 383 properties containing over 142,000 sites in 32 states and British Columbia
• Unique business model
Own the land
Low maintenance costs/customer turnover costs
Lease developed sites
• High-quality real estate locations
>80 properties with lake, river or ocean frontage
>100 properties within 10 miles of coastal United States
Property locations are strongly correlated with population migration
Property locations in retirement and vacation destinations
• Stable, Predictable Financial Performance and Fundamentals
Balance Sheet Flexibility
• In business for more than 40 years
ELS
1
PROPERTY
LOCATIONS
Seattle
WA
Portland
ME
OR
MT
ND MN
Boise
SD
WI
NY Portland VT
ID
WY
Minneapolis
Boston NH
CA
MI
MA
NV
Milwaukee
Detroit
New York
RI
UT
NE
IA
Chicago
PA
CT
Salt Lake City
Philadelphia
Sacramento
CO
IL
OH
NJ
San Francisco
Baltimore
Denver
Indianapolis
IN Cincinnati WV
DE
Las Vegas
KS
St Louis
Louisville
Richmond VA
MD
AZ
MO
KY
Los Angeles
NM
Nashville
NC
Albuquerque
TN
Charlotte
San Diego Phoenix
OK
AR
SC
Birmingham Atlanta
Dallas
MS
TX
AL
GA
LA
New Orleans
FL
San Antonio
Houston
Tampa
Miami
ELS
2
STEADY, PREDICTABLE
REVENUE STREAMS
• Property/Site composition
• 209 manufactured/resort home communities
75,600 sites
• 174 RV resorts
67,100 sites
Annuals 22,700
Seasonal 9,400
Transient 10,900
Membership sites 24,100
Note:
1) Property revenue buckets reflect Company’s estimated 2013 property operating revenues,
as set forth in our Supplemental Package.
PROPERTY
REVENUE BUCKETS(1)
Seasonal 3.1%
Transient 3.8%
Annual Right to Use 8.6%
Annual RV 13.1%
Annual MH 71.4%
All Annual Revenue = 93.1% $ 710 M Property Operating Revenues
ELS
3
OUR CUSTOMERS
• Customers own the units they place on our sites
Manufactured homes
Resort cottages (park models)
Recreational Vehicles
• We offer a lifestyle and a variety of product options to meet our customers’ needs
• We seek to create long-term relationships with our customers
Manufactured Home
RV Resort Cottage
RV Site
ELS
4
FAVORABLE CUSTOMER DEMOGRAPHICS
• 80M Baby Boomers
The population of people 50-74 is expected to grow 24% from 2010 to 2025.
U.S. Population Over Age 50 (in millions)
100M
80M
60M
40M
20M
2010
2015
2020
2025
Ages
50-54
55-59
60-64
65-69
70-74
RV Owners
8M - 9M RV Owners
Over 200K RV sales in 2012
Average of 42K RV
Owners within 100 miles of each ELS
Resort
Note:
Sources: University of Michigan’s Survey Research Center 2005, Acxiom 2009, Statistical Surveys 2011, US Census 2008.
ELS
5
|
TRACK
RECORD
Item
IPO Year-1993
2012
Properties
41
383
Sites
12,312
142,682
States
16
32
FFO Per Share (1)
$0.94
$4.62
Common Stock Price (2)
$12.88
$71.60
Enterprise Value (3)
$296 million
$5.9 billion
Dividend Paid Cumulative (4)
-
$30.94
Cumulative Total Return (5)
-
1,313%
S&P 500 Total Return (5)
-
400%
5 Year-Total Return Performance
Total Return (%)
ELS SNL US REIT Equity S&P 500
10 Year - Total Return Performance
Total Return (%)
ELS SNL US REIT Equity S&P 500
Note:
1) See page 18 for definition of FFO. 1993 amount was determined from amounts presented in the 1996 Form 10-K.
2) The 1993 stock price is split-adjusted; the 2012 price is the closing price as of December 31, 2012.
3) Enterprise value as of January 31, 2013 is $5.9 billion. See page 10.
4) Source: SNL Financial. Includes dividends paid from IPO date of February 25, 1993 through December 31, 2012.
5) Source: SNL Financial from IPO through December 31, 2012 (calculation assumes common dividend reinvestment).
Notes:
Source: SNL Financial
1) Total return calculation assumes dividend reinvestment.
2) SNL US REIT Equity; Includes all publicly traded (NYSE, NYSE Amex, NASDAQ, OTC BB, Pink Sheets) Equity REITs in SNL’s coverage universe.
ELS
6
CONSISTENT
SAME STORE
NOI GROWTH AND
OUTPERFORMANCE
Q31998-Q32012(1)
Same Store NOI Averages:
ELS
3.8%
REITs
2.4%
Apartments
2.4%
ELS has maintained positive same store NOI growth in all quarters since at least
Q3’98
REIT Industry (1)
Apartment
ELS
Industry Average
Average Apartment
ELS Average
Note:
1) Source for Same Store NOI data: Citi Investment Research, December 2012. Earliest quarter collected by Citi is third quarter of 1998. “REIT Industry” includes an index of REITs across a variety of asset classes, including regional malls, shopping centers, multifamily, student housing, manufactured homes, self storage, office, industrial, mixed office and specialty.
ELS
7
ELS VS. MULTIFAMILY
SAME STORE NOI INDEXED GROWTH(1)
ELS compounded Same Store NOI growth rates significantly outperformed the REIT Multifamily industry since 1999
FFO Multiples
ELS
Multifamily
1996-2001 (3)
12.9x
11.0x
2002-2011 (3)
16.9x
18.2x
2012
14.8x
19.1x
Same Store NOI Indexed Growth
Note:
1) Source: Citi Investment Research, August 2012. Same Store Indexed Growth assumes initial investment of $100 multiplied by the annual same store NOI growth rate.
2) Source: Citi Investment Research, August 2012. Averages equal annualized quarterly same store NOI averages collected by Citi. See page 18.
3) Source: SNL Financial. Average FFO Multiple for the period calculated on a trailing 12 month basis. Multiple equals stock price divided by FFO per share.
ELS
8
ELS VS. MULTIFAMILY
FFO/SHARE AND TOTAL RETURN
While ELS and SNL Multifamily Index have had similar total returns, ELS has far outpaced Multifamily Index in FFO/share growth
FFO/Share and Total Return: 2002-2012 (1)
FFO/Share and Total Return (Indexed)
Note:
Source: SNL Financial, as of 12/31/12.
1) Growth in FFO/Share and Total Return assumes initial investment of $100 multiplied by the annual FFO/Share and Total Return growth rates, respectively.
Total Return assumes dividend reinvestment.
ELS
9
|
CAPITAL
STRUCTURE
As of January 31, 2013 (In $US millions)
• Total enterprise value (1) is $5.9 billion
• Debt to enterprise value is 42.2%
• $380 million available line of credit
OPU’s $266.9, 4.6%
Term Loan $200.0, 3.4%
Preferred $136.1, 2.3%
Common(1)
$2,980.3
Mortgage
51.0%
Debt
$2,266.9
38.7%
Note:
1) Stock price as of 1/31/2013. 10
ELS
PERFORMANCE UPDATE
205 Manufactured Home 173 RV Resorts(1) Communities(1)
? Core resort income growth for the
? Core(2) occupancy has grown 13 two months ended 2/28/13 is 2.0%(3) consecutive quarters through 12/31/12
? Annual growth rate for the two
? Core occupancy of 89.8% and up 11 months ended 2/28/13 is 3.1%(3) sites since 12/31/12
? Core community base rental income growth for the two months ended 2/28/13 is 2.9%(3)
Note:
1) Excludes joint venture sites.
2) As of February 28, 2013. Core Portfolio is de?ned for this presentation as properties acquired prior to December 31, 2011 and which are expected to be owned and operated by the Company continuously for all of 2012 and 2013. The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and signi?cant transactions of unique situations.
3) Compared to the two months ended February 28, 2012. 11
SAFE HARBOR
STATEMENT
Under the Private Securities Litigation Reform Act of 1995:
The forward-looking statements contained in this presentation are subject to certain economic risks and uncertainties described under the heading “Risk Factors” in the Company’s 2011 Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. See Form 8-K filed January 29, 2013 for the full text of our forward-looking statements. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. All projections are based on 2013 budgets and proforma expectations on recent investments.
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 an equity REIT’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. FFO does not represent cash generated from operating activities in accordance with GAAP, nor does it 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 its cash needs, including its ability to make cash distributions.
Net Income to FFO Reconciliation (In $US millions)(1)
Computation of funds from operations
2009
2010
2011
2012
2013(1)
Net income available for common shares
34.0
38.4
22.8
54.8
108.4
Income allocated to common OP units
6.1
5.9
3.1
5.1
9.7
Series B Redeemable Preferred Stock Dividends
-
-
0.5
-
-
Deferral of right-to-use contract revenue and commission, net
13.2
9.4
7.1
3.5
3.8
Depreciation on real estate assets and other
70.3
69.3
81.2
100.0
101.2
Depreciation on rental homes
2.3
2.8
4.3
6.1
6.5
Amortization of in-place leases
-
-
28.5
45.1
-
(Gain) loss on real estate
(5.5)
0.2
-
(4.6)
-
Funds from operations
120.4
126.0
147.4
210.0
229.6
Note:
1) 2013 amount is the midpoint of an estimated range. See the Fourth Quarter 2012 Earnings Release and Supplemental Financial Information furnished with the SEC as Exhibit 99.1 to the Form 8-K filed on January 29, 2013.
ELS
18