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 (Date of earliest event reported): September 12, 2016
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. (referred to herein as “we,” “us,” and “our”) hereby reaffirms previously issued guidance for our Net income per Common Share (fully diluted), for the three months ending September 30, 2016 and the year ending December 31, 2016, to be between $0.46 and $0.52 and $1.91 and $2.01, respectively.
We also reaffirm previously issued guidance for our Funds from Operations (“FFO”) per Common Share (fully diluted), for the three months ending September 30, 2016 and year ending December 31, 2016, to be between $0.79 and $0.85 and $3.22 and $3.32, respectively.
We also reaffirm previously issued guidance for our Normalized Funds from Operations (“Normalized FFO”) per Common Share (fully diluted) for the three months ending September 30, 2016 and the year ending December 31, 2016 to be between $0.79 and $0.85 and $3.23 and $3.33, respectively.
The projected 2016 per Common Share amounts represent a range of possible outcomes and the mid-point of each range reflects management’s best estimate of the most likely outcome. Actual figures could vary materially from these amounts if any of our assumptions are incorrect.
| Item 7.01 | Regulation FD Disclosure |
From time to time, we will meet with analysts and investors and present a slide presentation. A copy of this slide presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation will be posted on our website, www.equitylifestyle.com, on September 12, 2016. Included in this presentation is a discussion of our business and certain financial information regarding 2016 guidance.
In accordance with General Instruction B.2. of Form 8-K, the information included in items 2.02 and 7.01 of this Current Report of Form 8-K, including Exhibit 99.1, 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. We disclaim any intention or obligation to update or revise this information.
This report included 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 our expectations, goals or intentions regarding the future and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
| • | our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our properties (including those that we may acquire); |
| • | our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire; |
| • | our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts; |
| • | our assumptions about rental and home sales markets; |
| • | our assumptions and guidance concerning 2016 estimated net income, FFO and Normalized FFO; |
| • | our ability to manage counterparty risk; |
| • | in the age-qualified properties, home sales results could be impacted by the ability of potential home buyers 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 recent acquisitions and our estimates regarding the future performance of recent acquisitions; |
| • | the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto; |
| • | unanticipated costs or unforeseen liabilities associated with 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”; |
| • | the outcome of pending or future lawsuits filed against us, including those disclosed in our filings with the Securities and Exchange Commission, by tenant groups seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain properties or other tenant related matters, such as the case currently pending in the California Court of Appeal, Sixth Appellate District, Case No. H041913, involving our California Hawaiian manufactured home property, including any further proceedings on appeal or in the trial court; and |
| • | other risks indicated from time to time in our filings with the Securities and Exchange Commission. |
These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
We own or have an interest in 390 quality properties in 32 states and British Columbia consisting of 145,804 sites. We are 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 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 thereunto duly authorized.
| EQUITY LIFESTYLE PROPERTIES, INC. | ||
| By: | /s/ Paul Seavey | |
| Paul Seavey | ||
| Executive Vice President, | ||
| Chief Financial Officer and Treasurer | ||
Date: September 12, 2016
Exhibit 99.1
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Exhibit 99.1
Equity LifeStyle Properties
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Our Story
One of the nation’s largest real estate networks with 390 properties containing 145,804 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
More than 80 properties with lake, river or ocean frontage
More than 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
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Property Locations
4 3 2
WA ME ND MN
4 MT 3 OR VT
WI NY
WY 4 MI NH ID 4 CA SD 2 2 3 MA CT
NV 3 RI
7 NE IA 5 PA 6 6 6 IN OH
UT CO IL 6 NJ
9 2 2
16 WV DE MD
4 7 KS
AZ MO KY VA
11 NM NC 4 TN
6 26 OK AR
6 SC
MS
TX AL GA LA
FL 8
6
18 11 37
14 4 14
9
10
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Steady, Predictable Revenue Streams
Property/Site composition
203 manufactured/resort home communities
72,500 sites
187 RV resorts
73,300 sites
Annuals 27,200
Seasonal 11,100
Transient 10,900
Membership sites 24,100
Property Operating Revenue Buckets(1)
Transient 5.4%
Seasonal 3.9%
Annual Right to Use 7%
Annual RV 15.1%
Annual MH 68.6%
Note:
(1) Property revenue buckets reflect estimated 2016 property operating revenues, derivable from our guidance furnished with the SEC as Exhibit 99.1 to the Form 8-K filed on July 19, 2016 (“ELS Reports Second Quarter Results”).
All Annual Revenue = 90.7%
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Our Lifestyle Options
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
RV Site
Manufactured Home
RV Resort Cottage
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Favorable Customer Demographics
The population of people age 55 and older is expected to grow 26% from 2016 to 2031
Roughly 10,000 Baby Boomers will turn 65 every day through 2030
U.S. Population Over Age 55 (in thousands)
120,000 100,000 80,000 60,000 40,000 20,000 0
2016 2021 2026 2031
Sum of 55-59
Sum of 60-64
Sum of 65-69
Sum of 70-74
Sum of 75+
New Residents
MH Average age: 59 years
RV Average age: 55 years
Note:
Sources: US Census 2014, Acxiom 2014, Pew Research Center 2010.
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Track Record
Item IPO Year—1993 2016
Properties 41 390
Sites 12,312 145,804
States 16 32
Net Income Per Share $0.35 $1.96
FFO Per Share (1) $0.47 $3.27
Normalized FFO Per Share (1) $0.47 $3.28
Common Stock Price (2) $6.44 $82.24
Enterprise Value (3) $296 million $9.8 billion
Dividend Paid Cumulative (4)—$20.12
Cumulative Total Return (5)—3,468%
S&P 500 Total Return (5)—682%
Note:
(1) See pages 11 and 12 for the reconciliation and definition of FFO and Normalized FFO. The 1993 amount was determined from amounts presented in the 1996 Form 10-K. The 2016 amounts are the midpoint of an estimate range. See our guidance furnished with the SEC as Exhibit 99.1 to the Form 8-K filed on July 19,2016.
(2) The 1993 stock price is adjusted for stock splits; the 2016 price is the closing price as of July 29, 2016. (3) The 2016 enterprise value is as of July 31, 2016. See page 9.
(4) Source: SNL Financial. Includes dividends paid from IPO date of February 25, 1993 through July 31, 2016 and adjusted for stock splits.
(5) Source: SNL Financial from IPO through July 31, 2016 (calculation assumes common dividend reinvestment).
10-Year Total Return Performance
Equity
Lifestyle
Proper1es,
Inc.
--?
10
Years
Total
Return
(%)
450.00
400.00
350.00
300.00
250.00
200.00
150.00
100.00
50.00
0.00
50.00
100.00
7/31/06
7/31/07
7/31/08
7/31/09
7/31/10
7/31/11
7/31/12
7/31/13
7/31/14
7/31/15
ELS
(+380%)
S&P
500
(+111%)
SNL
US
REIT
Equity
(+115%)
Total Return Performance Since IPO
Equity
Lifestyle
Proper1es,
Inc.
Total
Return
(%)
Since
IPO
4,000.00
3,500.00
3,000.00
2,500.00
2,000.00
1,500.00
1,000.00
500.00
0.00
--?500.00
2/25/93
2/25/95
2/25/97
2/25/99
2/25/01
2/25/03
2/25/05
2/25/07
2/25/09
2/25/11
2/25/13
2/25/15
ELS
(+3,468%)
S&P
500
(+682%)
SNL
US
REIT
Equity
(+1,147%)
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.
(3) Stock price date from IPO as of July 29, 2016.
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Consistent
Same Store
NOI Growth and
Outperformance
ELS has maintained
positive same store
NOI growth in all
quarters since
at least Q3 1998.
Note:
(1) Source for Same Store NOI data: Citi Investment Research, Aug 2016. 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.
REIT Industry Apartments ELS
ELS Average 3.9%
Apartments Average 3.2%
Industry Average 3.0%
10% 9% 8% 7% 6% 5% 4% 3% 2% 1% 0% -1% -2% -3% -4% -5% -6% -7% -8%
7
3.2
3.9
3.0
3Q 98
1Q 99
3Q 99
1Q 00
3Q 00
1Q 01
3Q 01
1Q 02
3Q 02
1Q 03
3Q 03
1Q 04
3Q 04
1Q 05
3Q 05
1Q 06
3Q 06
1Q 07
3Q 07
1Q 08
3Q 08
1Q 09
3Q 09
1Q 10
3Q 10
1Q 11
3Q 11
1Q 12
3Q 12
1Q 13
3Q 13
1Q 14
3Q 14
1Q 15
3Q 15
1Q 16
2Q 16
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Comparison of ELS to Multifamily
ELS compounded Same Store NOI growth rates significantly outperformed the REIT Multifamily industry since 1999.
Note:
(1) Source: Citi Investment Research, May 2016. Same Store Indexed Growth assumes initial investment of $100 multiplied by the annual same store NOI growth rate.
(2) Source: Citi Investment Research, May 2016. Averages equal annualized quarterly same store NOI averages collected by Citi.
100
110
120
130
140
150
160
170
180
190
200
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Same Store NOI Indexed Growth (1)
Multi-family Index (2) ELS Index (2)
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Capital Structure
As of July 31, 2016 (in millions)
Total enterprise value is $9.8 billion
Debt to enterprise value is 21.2%
$400 million available line of credit
OPU’s $592.3, 6.0%
Term Loan(2) $199.4, 2.0%
Preferred $136.1, 1.4%
Mortgage
Debt(2)
$1,888.6
19.2%
Common(1)
$7,014.8
71.4%
Note:
(1) Stock price as of July 29, 2016.
(2) Mortgage debt and term loan include deferred financing costs of $18.0 million and $0.7 million, respectively.
Debt Maturity
Outstanding Debt (in thousands)
‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘25 ‘28 ‘34 ‘38 ‘39 ‘40
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
Year
Fully Amortizing Debt
Secured
Unsecured
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Performance Update
199 Manufactured Home Communities(1)
Core(2) occupancy of 94% as of 08/31/2016
Core occupancy has grown 27 consecutive quarters through 06/30/2016
Core community base rental income growth for the two months ended 08/31/2016 is 4.6%(3)
186 RV Resorts(1)
Core resort base rental income growth for the two months ended 08/31/2016 is 6.6%(3)
Core rental income growth rate from annuals for the two months ended 08/31/2016 is 5.5%(3)
Core rental income growth rate from transients for the two months ended 08/31/2016 is 9.4%(3)
Note:
(1) Excludes joint venture properties.
(2) Core Portfolio is defined as properties acquired prior to December 31, 2014.
The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations.
(3) Compared to the two months ended August 31, 2015.
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Safe Harbor Statement
Under the Private Securities Litigation Reform Act of 1995: the The heading forward-looking “Risk Factors” statements in our contained 2015 Annual in this Report presentation on Form are 10-K subject and our to certain Quarterly economic Report on risks Form and 10-Q uncertainties for the quarter described ended under March 31, 2016. looking See Form statements 8-K filed July that 19, become 2016 untrue for the because full text of of our subsequent forward-looking events. statements. All projections We are assume based no on obligation 2016 budgets, to update reforecasts or supplement and pro forward- forma expectations on recent investments.
Non-GAAP Financial measures
Net Income to FFO and Normalized FFO Reconciliation (in millions)
Computation of Funds From Operations (FFO) 2012 2013 2014 2015 2016 (1)
Net income available for common stockholders $54.8 $106.9 $118.7 $130.1 $167.6
Income allocated to common OP units 5.1 9.7 10.5 11.1 14.2
Right-to-use contract revenue and commissions deferred, net 3.5 3.3 2.9 2.7 2.5
Depreciation on real estate assets and other 100.0 102.7 101.2 104.0 106.5
Depreciation on rental homes 6.1 6.5 10.9 10.7 10.6
Depreciation on discontinued operations—1.5 — -
Amortization of in-place leases 45.1 1.9 4.0 2.4 1.1
Gain on real estate (4.6) (41.5) (1.5) —
FFO available for common stock and OP unit holders 210.0 191.0 246.7 261.0 302.5
Change in fair value of contingent consideration asset (0.5) 1.4 (0.1) —
Transaction costs 0.2 2.0 1.6 1.1 0.6
Loss from early extinguishment of debt 0.5 37.9 5.1 16.9 -
Normalized FFO available for common stocks and OP unit holders $210.2 $232.3 $253.3 $279.0 $303.1
Note:
(1) The 2016 amounts are the midpoint of an estimate range. See our guidance furnished with the SEC as Exhibit 99.1 to the Form 8-K filed on July 19, 2016.
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Non-GAAP Financial Measures
discussed This document in the contains paragraphs certain below. non-GAAP We believe measures investors used should by management review Funds that from we believe Operations are helpful (“FFO”), in and understanding Normalized our Funds business, from Operations as further (“Normalized an equity REIT’s FFO”), operating along with performance. GAAP net Our income definitions and cash and flow calculations from operating of these activities, non-GAAP investing financial activities and operating and financing measures activities, and other when terms evaluating may differ measures from do the not definitions represent and cash methodologies generated from used operating by other activities REITs and, in accordance accordingly, with may GAAP, not be nor comparable. do they represent These non-GAAP cash available financial to pay and distributions operating to and cash should flow not from be operating considered activities, as an alternative determined to in net accordance income, determined with GAAP, in as accordance a measure with of our GAAP, liquidity, as an nor indication is it indicative of our of financial funds available performance, to fund or our cash needs, including our ability to make cash distributions. losses FUNDS from FROM sales OPERATIONS of properties, (FFO) plus real . We estate define related FFO as depreciation net income, and computed amortization, in accordance impairments, with if GAAP, any, and excluding after adjustments gains and actual for unconsolidated or estimated compute partnerships FFO and in accordance joint ventures. with Adjustments our interpretation for unconsolidated of standards established partnerships by and the joint National ventures Association are calculated of Real to Estate reflect Investment FFO on the Trusts same (“NAREIT”), basis. We which interpret may the not current be comparable NAREIT definition to FFO differently reported than by other we do. REITs We that receive do not up-front define non-refundable the term in accordance payments from with the the entry current of NAREIT right-to-use definition contracts. or that In Although accordance the with NAREIT GAAP, definition the upfront of FFO non-refundable does not address payments the treatment and related of commissions non-refundable are right-to- deferred use and payments, amortized we over believe the estimated that it is appropriate customer life. to adjust for the impact of the deferral activity in our calculation of FFO. widely We believe used FFO, measure as defined of operating by the Board performance of Governors for equity of NAREIT, REITs, itis does generally not represent a measure cash of performance flow from operations for an equity or net REIT. income While FFO as defined is a relevant by GAAP, and and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance. income NORMALIZED and expense FUNDS items: FROM a) the financial OPERATIONS impact of (NORMALIZED contingent consideration; FFO). We b)define gains Normalized and losses from FFO early as FFO debt excluding extinguishment, the following including non-operating prepayment penalties non-comparable and defeasance items. Normalized costs; c) FFO property presented acquisition herein and is not other necessarily transaction comparable costs related to Normalized to mergers FFO and presented acquisitions; by other and d) real other estate miscellaneous companies due to the fact that not all real estate companies use the same methodology for computing this amount.
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Equity LifeStyle Properties
Two North Riverside Plaza, Chicago, Illinois 60606 800-247-5279 | www.EquityLifeStyle.com
9/16