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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): January 20, 2017


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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






Item 2.02    Results of Operations and Financial Condition

On January 23, 2017, Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) issued a news release announcing our results of operations for the three months and year ended December 31, 2016.

The news release also contains detailed guidance assumptions on our projections for 2017. We project our Net income per Common Share (fully diluted) for the three months ending March 31, 2017 and year ending December 31, 2017, to be between $0.60 and $0.66 and $2.11 and $2.21, respectively.

We also project our Funds from Operations (“FFO”) per Common Share (fully diluted) for the three months ending March 31, 2017 and year ending December 31, 2017 to be between $0.95 and $1.01 and $3.48 and $3.58, respectively. We project our Normalized Funds from Operations (“Normalized FFO”) per Common Share (fully diluted) for the three months ending March 31, 2017 and year ending December 31, 2017 to be between $0.95 and $1.01 and $3.48 and $3.58, respectively.

The projected 2017 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 results could vary materially from these amounts if any of our assumptions are incorrect. The news release is furnished as Exhibit 99.1 to this report on Form 8-K. The news release was also posted on our website, www.equitylifestyleproperties.com, on January 23, 2017.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

2017 Restricted Stock Award:

On January 23, 2017, the Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) of the Board of Directors approved the 2017 Restricted Stock Award (the “2017 Award”) for our named executive officers pursuant to the authority set forth in the 2014 Equity Incentive Plan. The 2017 Award has a grant date of February 1, 2017 and will vest on December 31, 2017. The 2017 Award grant price will be the stock price at the end of the day on February 1, 2017.

The 2017 Award for each eligible executive follows:
Name
Title
Award
Marguerite Nader
President and Chief Executive Officer
22,000 Shares
Paul Seavey
Executive Vice President, Chief Financial Officer and Treasurer
18,000 Shares
Patrick Waite
Executive Vice President and Chief Operating Officer
18,000 Shares
Roger Maynard
Executive Vice President - Investments
10,000 Shares

Item 8.01    Other Events

On January 20, 2017, we announced the tax treatment of our 2016 common and preferred stock distributions. The following table summarizes the income tax treatment of our 2016 common distributions.

Common Stock (CUSIP No. 29472R108)
Record
Date
Payable
Date
Distribution
Per Share
Total Distribution Allocable to 2016
Ordinary
Taxable
Dividend
Nondividend Distribution
12/28/2015
1/8/2016
$0.375000
$0.375000
$0.334387
$0.040613
3/25/2016
4/8/2016
$0.425000
$0.425000
$0.378972
$0.046028
6/24/2016
7/8/2016
$0.425000
$0.425000
$0.378972
$0.046028
9/30/2016
10/14/2016
$0.425000
$0.425000
$0.378972
$0.046028
12/30/2016
1/13/2017
$0.425000
$0.000000
$0.000000
$0.000000
TOTALS
 
$2.075000
$1.650000
$1.471303
$0.178697






The common stock distribution with a record date of December 28, 2015 was allocated to 2016 for federal income tax purposes. The common stock distribution with a record date of December 30, 2016, and paid on January 13, 2017 will be allocated to 2017 for federal income tax purposes.

Series C Cumulative Redeemable Perpetual Preferred Stock (CUSIP No. 29472R405).
Record
Date
Payable
Date
Distribution
Per Share (1)
Ordinary
Taxable
Dividend
3/21/2016
3/31/2016
$0.421875
$0.421875
6/17/2016
6/30/2016
$0.421875
$0.421875
9/16/2016
9/30/2016
$0.421875
$0.421875
12/15/2016
12/31/2016
$0.421875
$0.421875
TOTALS
 
$1.687500
$1.687500
(1) The distributions represent the distributions on each Depository Share (representing 1/100 of a share of Series C Preferred Stock).
Stockholders are encouraged to consult with their tax advisors as to the specific tax treatment of the distributions they received from us.
    
In accordance with General Instruction B.2. of Form 8-K, the information included in Items 2.02 and 9.01 of this Report on 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 such information be deemed incorporated by reference in any registration statement filed by Equity Lifestyle Properties, Inc. under the Securities Act of 1933, as amended.

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 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 2017 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 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 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 or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; 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 are a fully integrated owner and operator of lifestyle-oriented properties and own or have an interest in 391 quality properties in 32 states and British Columbia consisting of 146,610 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

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.

99.1
Equity LifeStyle Properties, Inc. press release dated January 23, 2017, “ELS Reports Fourth 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/ Paul Seavey             /s
Paul Seavey
Executive Vice President, Chief Financial Officer and Treasurer

Date: January 24, 2017



Document



N E W S R E L E A S E

https://cdn.kscope.io/b8fe7ecef5036486cbcf476a18da3519-elscorplogocenteredbluea01.jpg            

CONTACT: Paul Seavey                             FOR IMMEDIATE RELEASE
(800) 247-5279                          January 23, 2017

                                    
ELS REPORTS FOURTH QUARTER RESULTS
Continued Strong Performance; 2017 Guidance Update

CHICAGO, IL – January 23, 2017 Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,” “us,” and “our”) today announced results for the fourth quarter and year ended December 31, 2016. All per share results are reported on a fully diluted basis unless otherwise noted.
Financial Results for the Quarter and Year Ended December 31, 2016
For the quarter ended December 31, 2016, total revenues increased $12.4 million, or 6.2 percent, to $214.0 million compared to $201.6 million for the same period in 2015. Net income available for Common Stockholders increased $2.5 million, or $0.02 per Common Share, to $37.0 million, or $0.43 per Common Share, compared to $34.5 million, or $0.41 per Common Share, for the same period in 2015.
For the year ended December 31, 2016, total revenues increased $48.7 million, or 5.9 percent, to $870.4 million compared to $821.7 million for the same period in 2015. Net income available for Common Stockholders for the year ended December 31, 2016 increased $33.9 million, or $0.38 per Common Share, to $164.0 million, or $1.92 per Common Share, compared to $130.1 million, or $1.54 per Common Share, for the same period in 2015.
Non-GAAP Financial Measures and Portfolio Performance
For the quarter ended December 31, 2016, Funds from Operations (“FFO”) available for Common Stock and OP Unit holders increased $5.4 million, or $0.05 per Common Share, to $72.5 million or $0.78 per Common Share, compared to $67.1 million, or $0.73 per Common Share, for the same period in 2015. For the year ended December 31, 2016, FFO available for Common Stock and OP Unit holders increased $41.8 million, or $0.43 per Common Share, to $302.8 million or $3.27 per Common Share, compared to $261.0 million, or $2.84 per Common Share, for the same period in 2015.
For the quarter ended December 31, 2016 Normalized Funds from Operations (“Normalized FFO”) available for Common Stock and OP Unit holders increased $7.6 million, or $0.07 per Common Share, to $75.2 million, or $0.81 per Common Share, compared to $67.6 million, or $0.74 per Common Share, for the same period in 2015. For the year ended December 31, 2016, Normalized FFO available for Common Stock and OP Unit holders increased $27.4 million, or $0.27 per Common Share, to $306.5 million, or $3.31 per Common Share, compared to $279.1 million, or $3.04 per Common Share, for the same period in 2015.
For the quarter ended December 31, 2016, property operating revenues, excluding deferrals, increased $13.9 million to $202.9 million compared to $189.0 million for the same period in 2015. For the year ended December 31, 2016, property operating revenues, excluding deferrals, increased $44.9 million to $819.1 million compared to $774.2 million for the same period in 2015. For the quarter ended December 31, 2016, income from property operations, excluding deferrals and property management, increased $8.2 million to $119.7 million compared to $111.5 million for the same period in 2015. For the year ended December 31, 2016, income from property operations, excluding deferrals and property management, increased $30.2 million to $479.9 million compared to $449.7 million for the same period in 2015.

 
i 
 





For the quarter ended December 31, 2016, Core property operating revenues, excluding deferrals, increased approximately 5.2 percent and Core income from property operations, excluding deferrals and property management, increased approximately 5.6 percent compared to the same period in 2015. For the year ended December 31, 2016, Core property operating revenues, excluding deferrals, increased approximately 4.6 percent and Core income from property operations, excluding deferrals and property management, increased approximately 5.7 percent compared to the same period in 2015.
Balance Sheet Activity
During the quarter we completed the following activities:
Financed two loans of approximately $33.6 million, at a weighted average interest rate of 3.94 percent per annum, for a weighted average term of 20 years, secured by one manufactured home community and one RV resort.
Paid off a maturing loan of approximately $4.7 million with an interest rate of 5.98 percent per annum, secured by one RV resort.
Other Activity    
As announced in our press release dated January 18, 2017, we have entered into agreements pursuant to which we have agreed to settle three pending California lawsuits related to our California Hawaiian property in San Jose, our Monte del Lago property in Castroville and our Santiago Estates property in Sylmar. We expect our aggregate net contribution to the settlements to be approximately $2.4 million. As a result of the settlements, net income available for Common Stockholders for the quarter and year ended December 31, 2016 was negatively impacted by approximately $0.03 per Common Share.
About Equity LifeStyle Properties
We are a self-administered, self-managed real estate investment trust (“REIT”) with headquarters in Chicago.
As of January 23, 2017, we own or have an interest in 391 quality properties in 32 states and British Columbia consisting of 146,610 sites.
For additional information, please contact our Investor Relations Department at (800) 247-5279 or at investor_relations@equitylifestyle.com.
Conference Call
A live webcast of our conference call discussing these results will take place tomorrow, Tuesday, January 24, 2017, at 10:00 a.m. Central Time. Please visit the Investor Information section at www.equitylifestyleproperties.com for the link. A replay of the webcast will be available for two weeks at this site.
Reporting Calendar
Quarterly financial results and related earnings conference calls for the next three quarters are expected to occur as follows:
 
 
Release Date
 
Earnings Call
First Quarter 2017
 
Monday, April 17, 2017
 
Tuesday, April 18, 2017 10:00 a.m. CT
Second Quarter 2017
 
Monday, July 17, 2017
 
Tuesday, July 18, 2017 10:00 a.m. CT
Third Quarter 2017
 
Monday, October 16, 2017
 
Tuesday, October 17, 2017 10:00 a.m. CT
Forward-Looking Statements
In addition to historical information, 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 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:

 
ii 
 





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 2017 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 or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; 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.


 
iii 
 



Investor Information



Equity Research Coverage (1)
Robert W. Baird & Company
BMO Capital Markets
Green Street Advisors
Drew T. Babin
Paul Adornato
Ryan Burke
215-553-7816
212-885-4170
949-640-8780
dbabin@rwbaird.com
paul.adornato@bmo.com
rburke@greenstreetadvisors.com
 
 
 
Cantor Fitzgerald
Citi Research
Wells Fargo Securities
Gaurav Mehta
Michael Bilerman/ Nick Joseph
Todd Stender
212-915-1221
212-816-1383
562-637-1371
gmehta@cantor.com
michael.bilerman@citi.com
todd.stender@wellsfargo.com
 
nicholas.joseph@citi.com
 
 
 
 
Bank of America Merrill Lynch Global Research
Evercore ISI
 
Jeffery Spector
Steve Sakwa/ Gwen Clark
 
646-855-1363
212-446-5600
 
jeff.spector@baml.com
steve.sakwa@evercoreisi.com
 
 
gwen.clark@evercoreisi.com
 
 
 
 
 
 
 
























______________________
1.
Any opinions, estimates or forecasts regarding our performance made by these analysts or agencies do not represent our opinions, forecasts or predictions. We do not by reference to these firms imply our endorsement of or concurrence with such information, conclusions or recommendations.

4Q 2016 Supplemental information
1 
Equity LifeStyle Properties, Inc.



Financial Highlights

(In millions, except Stock and OP Units outstanding and per share data, unaudited)
 
As of and for the Three Months Ended
 
December 31, 2016
September 30,
2016
June 30, 2016
March 31, 2016
December 31, 2015
Operating Information
 
 
 
 
 
Total revenues
$
214.0

$
226.2

$
210.1

$
220.1

$
201.6

Net income
$
42.4

$
46.8

$
40.8

$
57.2

$
39.8

Net income available for Common Stockholders
$
37.0

$
41.0

$
35.5

$
50.6

$
34.5

Adjusted EBITDA (1)
$
101.4

$
103.4

$
95.9

$
111.3

$
94.6

FFO available for Common Stock and OP Unit holders(1)(2)
$
72.5

$
76.9

$
68.9

$
84.6

$
67.1

Normalized FFO available for Common Stock and OP Unit holders(1)(2)
$
75.2

$
77.2

$
69.3

$
84.8

$
67.6

Funds available for distribution (FAD) available for Common Stock and OP Unit holders(1)(2)
$
65.8

$
67.2

$
58.4

$
77.4

$
57.0

 
 
 
 
 
 
Stock Outstanding (In thousands)
 and Per Share Data
 
 
 
 
 
Common Stock and OP Units, end of the period
92,699

92,507

92,499

91,802

91,461

Weighted average Common Stock and OP Unit outstanding - fully diluted
92,965

92,910

92,264

92,041

91,875

Net income per Common Share - fully diluted
$
0.43

$
0.48

$
0.42

$
0.60

$
0.41

FFO per Common Share - fully diluted
$
0.78

$
0.83

$
0.75

$
0.92

$
0.73

Normalized FFO per Common Share - fully diluted
$
0.81

$
0.83

$
0.75

$
0.92

$
0.74

Dividends per Common Share
$
0.425

$
0.425

$
0.425

$
0.425

$
0.375

 
 
 
 
 
 
Balance Sheet
 
 
 
 
 
Total assets (3)
$
3,479

$
3,470

$
3,486

$
3,415

$
3,400

Total liabilities (3)
$
2,397

$
2,396

$
2,420

$
2,400

$
2,408

 
 
 
 
 
 
Market Capitalization
 
 
 
 
 
Total debt
$
2,110

$
2,111

$
2,134

$
2,125

$
2,146

Total market capitalization (4)
$
8,930

$
9,387

$
9,675

$
8,938

$
8,380

 
 
 
 
 
 
Ratios
 
 
 
 
 
Total debt / total market capitalization
23.6
%
22.5
%
22.1
%
23.8
%
25.6
%
Total debt + preferred stock / total market capitalization
25.2
%
23.9
%
23.5
%
25.3
%
27.2
%
Total debt / Adjusted EBITDA (5)
5.1

5.2

5.3

5.4

5.5

Interest coverage (6)
4.1

4.1

4.0

4.0

3.8

Fixed charges + preferred distributions coverage (7)
3.7

3.6

3.5

3.5

3.4





______________________
1.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definitions of Adjusted EBITDA, FFO, Normalized FFO and FAD; and reconciliation of Adjusted EBITDA.
2.
See page 7 for a reconciliation of Net income available for Common Stockholders to non-GAAP financial measures FFO available for Common Stock and OP Unit holders, Normalized FFO available for Common Stock and OP Unit holders and FAD available for Common Stock and OP Unit holders.
3.
As of December 31, 2015, deferred financing costs of approximately $19.7 million were reclassified from deferred financing costs, net to mortgages notes payable and term loan due to the adoption of ASU 2015-03: Simplifying the Presentation of Debt Issuance Costs.
4.
See page 16 for market capitalization calculation as of December 31, 2016.
5.
Represents trailing twelve months Adjusted EBITDA. We believe trailing twelve months Adjusted EBITDA provides additional information for determining our ability to meet future debt service requirements.
6.
Interest coverage is calculated by dividing trailing twelve months Adjusted EBITDA by the interest expense incurred during the same period.
7.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for a definition of fixed charges. This ratio is calculated by dividing trailing twelve months Adjusted EBITDA by the sum of fixed charges and preferred stock dividends during the same period.

4Q 2016 Supplemental information
2 
Equity LifeStyle Properties, Inc.



Balance Sheet

(In thousands, except share and per share data)
 
December 31,
2016
 
December 31,
2015
 
(unaudited)
 
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,163,987

 
$
1,101,676

Land improvements
2,893,759

 
2,787,882

Buildings and other depreciable property
627,590

 
588,041

 
4,685,336

 
4,477,599

Accumulated depreciation
(1,399,531
)
 
(1,282,423
)
Net investment in real estate
3,285,805

 
3,195,176

Cash
56,340

 
80,258

Notes receivable, net
34,520

 
35,463

Investment in unconsolidated joint ventures
19,369

 
17,741

Deferred commission expense
31,375

 
30,865

Escrow deposits, goodwill, and other assets, net (1)(2)
51,578

 
40,897

Total Assets
$
3,478,987

 
$
3,400,400

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable (1)
$
1,891,900

 
$
1,926,880

Term loan (1)
199,379

 
199,172

Unsecured lines of credit

 

Accrued expenses and accounts payable (2)
89,864

 
76,044

Deferred revenue – upfront payments from right-to-use contracts
81,484

 
78,405

Deferred revenue – right-to-use annual payments
9,817

 
9,878

Accrued interest payable
8,379

 
8,715

Rents and other customer payments received in advance and security deposits
76,906

 
74,300

Distributions payable
39,411

 
34,315

Total Liabilities
2,397,140

 
2,407,709

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value, 9,945,539 shares authorized as of December 31, 2016 and December 31, 2015; none issued and outstanding

 

6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of December 31, 2016 and December 31, 2015 at liquidation value
136,144

 
136,144

Common stock, $0.01 par value, 200,000,000 shares authorized as of December 31, 2016 and December 31, 2015; 85,529,386 and 84,253,065 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
854

 
843

Paid-in capital
1,103,048

 
1,039,140

Distributions in excess of accumulated earnings
(231,276
)
 
(250,506
)
Accumulated other comprehensive loss
(227
)
 
(553
)
Total Stockholders’ Equity
1,008,543

 
925,068

Non-controlling interests – Common OP Units
73,304

 
67,623

Total Equity
1,081,847

 
992,691

Total Liabilities and Equity
$
3,478,987

 
$
3,400,400

______________
1.
As of December 31, 2015, deferred financing costs of approximately $3.7 million, $18.9 million and $0.8 million were reclassified from Deferred financing costs, net to Escrow deposits, goodwill, and other assets, net, to Mortgages notes payable, and to Term loan line items, respectively, due to the adoption of ASU 2015-03: Simplifying the Presentation of Debt Issuance Costs.
2.
As of December 31, 2016, Escrow deposits, goodwill, and other assets, net includes insurance receivable of approximately $10.9 million, and Accrued expenses and accounts payable includes approximately $13.3 million litigation settlement payable related to resolution of the California lawsuits.

4Q 2016 Supplemental information
3 
Equity LifeStyle Properties, Inc.



Consolidated Income Statement

(In thousands, unaudited)

 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Community base rental income
$
118,120

 
$
111,795

 
$
464,745

 
$
442,046

Rental home income
3,535

 
3,486

 
14,107

 
14,012

Resort base rental income
46,881

 
41,923

 
201,533

 
184,760

Right-to-use annual payments
11,445

 
11,183

 
45,035

 
44,443

Right-to-use contracts current period, gross
3,037

 
2,519

 
12,327

 
12,783

Right-to-use contract upfront payments, deferred, net
(652
)
 
(302
)
 
(3,079
)
 
(4,231
)
Utility and other income
19,937

 
18,143

 
81,427

 
76,153

Gross revenues from home sales
8,952

 
8,809

 
37,191

 
33,150

Brokered resale revenue and ancillary services revenues, net
258

 
104

 
2,994

 
4,149

Interest income
1,793

 
1,716

 
6,845

 
7,030

Income from other investments, net
736

 
2,240

 
7,310

 
7,359

    Total revenues
214,042

 
201,616

 
870,435

 
821,654

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
65,238

 
60,146

 
268,249

 
254,668

Rental home operating and maintenance
2,009

 
1,935

 
6,883

 
7,167

Real estate taxes
13,502

 
12,793

 
53,036

 
50,962

Sales and marketing, gross
2,532

 
2,612

 
11,056

 
11,751

Right-to-use contract commissions, deferred, net
(11
)
 
(85
)
 
(223
)
 
(1,556
)
Property management
11,413

 
10,778

 
47,083

 
44,528

Depreciation on real estate assets and rental homes
30,198

 
28,748

 
117,400

 
113,609

Amortization of in-place leases
1,234

 
408

 
3,373

 
2,358

Cost of home sales
8,949

 
8,594

 
37,456

 
32,279

Home selling expenses
1,027

 
805

 
3,575

 
3,191

General and administrative
7,688

 
8,472

 
31,004

 
30,644

Property rights initiatives and other, net (1)
2,950

 
1,052

 
4,986

 
2,986

Early debt retirement

 
(9
)
 

 
16,913

Interest and related amortization
25,395

 
26,083

 
102,030

 
105,731

    Total expenses
172,124

 
162,332

 
685,908

 
675,231

Income before equity in income of unconsolidated joint ventures
41,918

 
39,284

 
184,527

 
146,423

Equity in income of unconsolidated joint ventures
463

 
483

 
2,605

 
4,089

Consolidated net income
42,381

 
39,767

 
187,132

 
150,512

 
 
 
 
 
 
 
 
Income allocated to non-controlling interest-Common OP Units
(3,099
)
 
(2,950
)
 
(13,869
)
 
(11,141
)
Series C Redeemable Perpetual Preferred Stock Dividends
(2,316
)
 
(2,316
)
 
(9,226
)
 
(9,226
)
Net income available for Common Stockholders
$
36,966

 
$
34,501

 
$
164,037

 
$
130,145











______________
1. Property rights initiatives and other includes net expense of $2.4 million for the quarter and year ended December 31, 2016, related to resolution of the California lawsuits.

4Q 2016 Supplemental information
4 
Equity LifeStyle Properties, Inc.



























Non-GAAP Financial Measures





4Q 2016 Supplemental information
5 
Equity LifeStyle Properties, Inc.



Fourth Quarter 2016 - Selected Non-GAAP Financial Measures

(In millions, except per share data, unaudited)

 
Quarter Ended
 
December 31, 2016
Income from property operations, excluding deferrals and property management - 2016 Core (1)
$
117.4

Income from property operations, excluding deferrals and property management - Acquisitions (2)
2.3

Property management and general and administrative (excluding transaction costs)
(18.8
)
Other income and expenses (excluding litigation settlement, net)
2.0

Financing costs and other
(27.7
)
Normalized FFO available for Common Stock and OP Unit holders (3)
75.2

Transaction costs (4)
(0.3
)
Litigation settlement, net (5)
(2.4
)
FFO available for Common Stock and OP Unit holders (3)
$
72.5

 
 
Normalized FFO per Common Share - fully diluted
$
0.81

FFO per Common Share - fully diluted
$
0.78

 
 
 
 
Normalized FFO available for Common Stock and OP Unit holders (3)
$
75.2

Non-revenue producing improvements to real estate
(9.4
)
FAD available for Common Stock and OP Unit holders (3)
$
65.8

 
 
Weighted average Common Stock and OP Units - fully diluted
93.0

 
 













___________________
1.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definitions of non-GAAP financial measures Income from property operations, excluding deferrals and property management, and Core, and reconciliation of income from property operations, excluding deferrals and property management to income before equity in income of unconsolidated joint ventures. See page 9 for details of the 2016 Core Income from Property Operations, excluding deferrals and property management.
2.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definition of Acquisition properties. See page 10 for details of the Income from Property Operations, excluding deferrals and property management for the Acquisitions.
3.
See page 7 for a reconciliation of Net income available for Common Stockholders to non-GAAP financial measures FFO available for Common Stock and OP Unit holders, Normalized FFO available for Common Stock and OP Unit holders and FAD available for Common Stock and OP Unit holders. See definitions of non-GAAP financial measures of FFO, Normalized FFO and FAD and Non-revenue producing improvements in Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information.
4.
Included in general and administrative on the Consolidated Income Statement on page 4.
5.
Included in property rights initiatives and other on the Consolidated Income Statement on page 4.


4Q 2016 Supplemental information
6 
Equity LifeStyle Properties, Inc.



Reconciliation of Net Income to Non-GAAP Financial Measures

(In thousands, except per share data, unaudited)

 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2016
 
2015
 
2016
 
2015
   Net income available for Common Stockholders
$
36,966

 
$
34,501

 
$
164,037

 
$
130,145

Income allocated to Common OP Units
3,099

 
2,950

 
13,869

 
11,141

Right-to-use contract upfront payments, deferred, net (1)
652

 
302

 
3,079

 
4,231

Right-to-use contract commissions, deferred, net (2)
(11
)
 
(85
)
 
(223
)
 
(1,556
)
Depreciation on real estate assets
27,519

 
26,123

 
106,736

 
102,934

Depreciation on rental homes 
2,679

 
2,625

 
10,664

 
10,675

Amortization of in-place leases
1,234

 
408

 
3,373

 
2,358

Depreciation on unconsolidated joint ventures
324

 
282

 
1,292

 
1,081

   FFO available for Common Stock and OP Unit holders (3)
72,462

 
67,106

 
302,827

 
261,009

Transaction costs (4)
292

 
527

 
1,217

 
1,130

Early debt retirement

 
(9
)
 

 
16,913

Litigation settlement, net (5)
2,415

 

 
2,415

 

   Normalized FFO available for Common Stock and OP Unit holders(3)
75,169

 
67,624

 
306,459

 
279,052

Non-revenue producing improvements to real estate
(9,419
)
 
(10,584
)
 
(37,765
)
 
(36,780
)
   FAD available for Common Stock and OP Unit holders (3)
$
65,750

 
$
57,040

 
$
268,694

 
$
242,272

 
 
 
 
 
 
 
 
Net income available per Common Share - Basic
$
0.43

 
$
0.41

 
$
1.93

 
$
1.55

Net income available per Common Share - Fully Diluted
$
0.43

 
$
0.41

 
$
1.92

 
$
1.54

 
 
 
 
 
 
 
 
FFO per Common Share & OP Units-Basic
$
0.78

 
$
0.74

 
$
3.29

 
$
2.86

FFO per Common Share & OP Units-Fully Diluted
$
0.78

 
$
0.73

 
$
3.27

 
$
2.84

 
 
 
 
 
 
 
 
Normalized FFO per Common Share & OP Units-Basic
$
0.81

 
$
0.74

 
$
3.33

 
$
3.06

Normalized FFO per Common Share & OP Units-Fully Diluted
$
0.81

 
$
0.74

 
$
3.31

 
$
3.04

 
 
 
 
 
 
 
 
Average Common Stock - Basic
85,163

 
84,072

 
84,778

 
84,031

Average Common Stock and OP Units - Basic
92,361

 
91,280

 
91,982

 
91,247

Average Common Stock and OP Units - Fully Diluted
92,965

 
91,875

 
92,569

 
91,907

 
 
 
 
 
 
 
 










_____________________________
1.
We are required by GAAP to defer, over the estimated customer life, recognition of non-refundable upfront payments from sales of new and upgrade right-to-use contracts. For 2016, the customer life is estimated to be 40 years and is based upon our experience operating the membership platform since 2008. The amount shown represents the deferral of a substantial portion of current period upgrade sales, offset by amortization of prior period sales.
2.
We are required by GAAP to defer recognition of commissions paid related to the entry of right-to-use contracts. The deferred commissions will be amortized using the same method as used for the related non-refundable upfront payments from the entry of right-to-use contracts and upgrade sales. The amount shown represents the deferral of a substantial portion of current period commissions on those contracts, offset by the amortization of prior period commissions.
3.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for non-GAAP financial measure definitions of FFO, Normalized FFO and FAD and for the definition of Non-revenue producing improvements.
4.
Included in general and administrative on the Consolidated Income Statement on page 4.
5.
Included in property rights initiatives and other on the Consolidated Income Statement on page 4.

4Q 2016 Supplemental information
7 
Equity LifeStyle Properties, Inc.



Consolidated Income from Property Operations (1)

(In millions, except home site and occupancy figures, unaudited)

 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2016
 
2015
 
2016
 
2015
Community base rental income (2)
$
118.1

 
$
111.8

 
$
464.7

 
$
442.0

Rental home income
3.5

 
3.5

 
14.1

 
14.0

Resort base rental income (3)
46.9

 
41.9

 
201.5

 
184.8

Right-to-use annual payments
11.4

 
11.2

 
45.0

 
44.4

Right-to-use contracts current period, gross
3.0

 
2.5

 
12.3

 
12.8

Utility and other income
20.0

 
18.1

 
81.5

 
76.2

    Property operating revenues
202.9

 
189.0

 
819.1

 
774.2

 
 
 
 
 
 
 
 
Property operating, maintenance and real estate taxes
78.7

 
73.0

 
321.2

 
305.5

Rental home operating and maintenance
2.0

 
1.9

 
6.9

 
7.2

Sales and marketing, gross
2.5

 
2.6

 
11.1

 
11.8

    Property operating expenses
83.2

 
77.5

 
339.2

 
324.5

Income from property operations, excluding deferrals and property management (1)
$
119.7

 
$
111.5

 
$
479.9

 
$
449.7

 
 
 
 
 
 
 
 
Manufactured home site figures and occupancy averages:
 
 
 
 
 
 
 
Total sites
70,992

 
70,115

 
70,629

 
70,113

Occupied sites
66,482

 
65,032

 
65,893

 
64,832

Occupancy %
93.6
%
 
92.8
%
 
93.3
%
 
92.5
%
Monthly base rent per site
$
592

 
$
573

 
$
588

 
$
568

 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
Annual
$
32.7

 
$
29.8

 
$
124.3

 
115.3

Seasonal
6.9

 
6.4

 
31.5

 
29.0

Transient
7.3

 
5.7

 
45.7

 
40.5

     Total resort base rental income
$
46.9

 
$
41.9

 
$
201.5

 
$
184.8












_________________________
1.
See page 4 for the Consolidated Income Statement and see Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for non-GAAP measure definitions and reconciliation of Income from property operations, excluding deferrals and property management.
2.
See the manufactured home site figures and occupancy averages below within this table.
3.
See resort base rental income detail included below within this table.


4Q 2016 Supplemental information
8 
Equity LifeStyle Properties, Inc.



2016 Core Income from Property Operations (1)

(In millions, except home site and occupancy figures, unaudited)

 
Quarters Ended
 
 
 
Years Ended
 
 
 
December 31,
 
%
 
December 31,
 
%
 
2016
 
2015
 
Change (2)
 
2016
 
2015
 
Change (2)
Community base rental income (3)
$
116.9

 
$
111.7

 
4.7
 %
 
$
461.9

 
$
441.6

 
4.6
 %
Rental home income
3.5

 
3.5

 
1.4
 %
 
14.1

 
14.0

 
0.7
 %
Resort base rental income (4)
43.5

 
41.3

 
5.2
 %
 
194.2

 
183.4

 
5.9
 %
Right-to-use annual payments
11.4

 
11.2

 
2.3
 %
 
45.0

 
44.4

 
1.3
 %
Right-to-use contracts current period, gross
3.0

 
2.5

 
20.6
 %
 
12.3

 
12.8

 
(3.6
)%
Utility and other income
19.6

 
18.0

 
8.2
 %
 
80.5

 
76.0

 
6.0
 %
    Property operating revenues
197.9

 
188.2

 
5.2
 %
 
808.0

 
772.2

 
4.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
Property operating, maintenance and real estate taxes
76.0

 
72.5

 
4.8
 %
 
315.6

 
304.5

 
3.7
 %
Rental home operating and maintenance
2.0

 
1.9

 
3.9
 %
 
6.9

 
7.2

 
(4.0
)%
Sales and marketing, gross
2.5

 
2.6

 
(3.0
)%
 
11.1

 
11.8

 
(5.9
)%
    Property operating expenses
80.5

 
77.0

 
4.5
 %
 
333.6

 
323.5

 
3.2
 %
Income from property operations, excluding deferrals and property management (1)
$
117.4

 
$
111.2

 
5.6
 %
 
$
474.4

 
$
448.7

 
5.7
 %
Occupied sites (5)
65,611

 
65,014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core manufactured home site figures and occupancy averages:
 
 
 
 
 
 
Total sites
69,823

 
69,837

 
 
 
69,831

 
69,847

 
 
Occupied sites
65,482

 
64,903

 
 
 
65,257

 
64,709

 
 
Occupancy %
93.8
%
 
92.9
%
 
 
 
93.5
%
 
92.6
%
 
 
Monthly base rent per site
$
595

 
$
574

 
 
 
$
590

 
$
569

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
 
 
 
 
Annual
$
31.2

 
$
29.4

 
5.7
 %
 
$
121.1

 
$
114.6

 
5.7
 %
Seasonal
6.2

 
6.3

 
(1.6
)%
 
29.6

 
28.7

 
3.1
 %
Transient
6.1

 
5.6

 
10.0
 %
 
43.5

 
40.1

 
8.5
 %
     Total resort base rental income
$
43.5

 
$
41.3

 
5.2
 %
 
$
194.2

 
$
183.4

 
5.9
 %






__________________________
1.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definitions of non-GAAP measures Income from property operations, excluding deferrals and property management, and Core.
2.
Calculations prepared using actual results without rounding.
3.
See the Core manufactured home site figures and occupancy averages included below within this table.
4.
See resort base rental income detail included below within this table.
5.
Occupied sites as of the end of the period shown. Occupied sites have increased by 597 from 65,014 at December 31, 2015.

4Q 2016 Supplemental information
9 
Equity LifeStyle Properties, Inc.



Acquisitions - Income from Property Operations (1)(2)

(In millions, unaudited)

 
Quarter Ended
 
Year Ended
 
December 31,
2016
 
December 31,
2016
Community base rental income
$
1.2

 
$
2.8

Resort base rental income
3.4

 
7.3

Utility income and other property income
0.4

 
1.0

  Property operating revenues
5.0

 
11.1

 
 
 
 
  Property operating expenses
2.7

 
5.6

Income from property operations, excluding deferrals and property management
$
2.3

 
$
5.5





































______________________
1.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definition of Acquisitions.
2.
Includes Tropical Palms RV. During the quarter we resumed operations of Tropical Palms RV Resort in Kissimmee, Florida following termination of the ground lease. 


4Q 2016 Supplemental information
10 
Equity LifeStyle Properties, Inc.



Income from Rental Home Operations

(In millions, except occupied rentals, unaudited)

 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2016
 
2015
 
2016
 
2015
Manufactured homes:
 
 
 
 
 
 
 
New home
$
6.4

 
$
5.9

 
$
25.2

 
$
22.8

Used home
5.9

 
6.6

 
24.6

 
27.8

   Rental operations revenues (1)
12.3

 
12.5

 
49.8

 
50.6

Rental operations expense
2.0

 
1.9

 
6.9

 
7.2

   Income from rental operations, before depreciation
10.3

 
10.6

 
42.9

 
43.4

Depreciation on rental homes
2.7

 
2.6

 
10.7

 
10.7

   Income from rental operations, after depreciation
$
7.6

 
$
8.0

 
$
32.2

 
$
32.7

 
 
 
 
 
 
 
 
Occupied rentals: (2)
 
 
 
 
 
 
 
New
2,375

 
2,170

 
 
 
 
Used
2,375

 
2,797

 
 
 
 
   Total occupied rental sites
4,750

 
4,967

 
 
 
 

 
As of
 
December 31, 2016
 
December 31, 2015
Cost basis in rental homes: (3)
Gross
 
Net of Depreciation
 
Gross
 
Net of Depreciation
New
$
126.5

 
$
99.3

 
$
111.8

 
$
89.7

Used
51.5

 
24.4

 
57.4

 
36.1

  Total rental homes
$
178.0

 
$
123.7

 
$
169.2

 
$
125.8











__________________________
1.
For the quarters ended December 31, 2016 and 2015, approximately $8.8 million and $9.0 million, respectively, of the rental operations revenue are included in the Community base rental income in the Consolidated Income from Property Operations table on page 8. For the years ended December 31, 2016 and 2015, approximately $35.7 million and $36.6 million, respectively, of the rental operations revenue are included in the Community base rental income in the Consolidated Income from Property Operations table on page 8. The remainder of the rental operations revenue is included in the Rental home income in the Consolidated Income from Property Operations table on page 8.
2.
Occupied rentals as of the end of the period shown in our Core portfolio. Included in the quarters ended December 31, 2016 and 2015 are 183 and 100 homes rented through our ECHO joint venture, respectively. For the years ended December 31, 2016 and 2015, the rental home investment associated with our ECHO joint venture totals approximately $7.1 million and $3.4 million, respectively.
3.
Includes both occupied and unoccupied rental homes. New home cost basis does not include the costs associated with our ECHO joint venture. As of December 31, 2016 and 2015, our investment in the ECHO joint venture was approximately $15.4 million and $10.4 million, respectively.


4Q 2016 Supplemental information
11 
Equity LifeStyle Properties, Inc.



Total Sites and Home Sales

(In thousands, except sites and home sale volumes, unaudited)

Summary of Total Sites as of December 31, 2016
 
 
Sites
Community sites
71,000

Resort sites:
 
    Annuals
26,600

    Seasonal
11,200

    Transient
10,500

Membership (1)
24,100

Joint Ventures (2)
3,200

Total
146,600


Home Sales - Select Data
 
 
 
 
 
 
 
 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2016
 
2015
 
2016
 
2015
Total New Home Sales Volume (3)
150

 
127

 
658

 
479

     New Home Sales Volume - ECHO joint venture
46

 
38

 
208

 
178

New Home Sales Gross Revenues(3)
$
6,574

 
$
5,488

 
$
26,074

 
$
17,674

 
 
 
 
 
 
 
 
Total Used Home Sales Volume (3)
278

 
315

 
1,266

 
1,489

New Used Sales Gross Revenues(3)
$
2,378

 
$
3,321

 
$
11,117

 
$
15,476

 
 
 
 
 
 
 
 
Brokered Home Resales Volume
207

 
216

 
792

 
884

Brokered Home Resale Revenues, net
$
314

 
$
328

 
$
1,198

 
$
1,269

















__________________________
1.
Sites primarily utilized by approximately 104,700 members. Includes approximately 5,700 sites rented on an annual basis.
2.
Joint venture income is included in the Equity in income from unconsolidated joint ventures in the Consolidated Income Statement on page 4.
3.
Total new home sales volume includes home sales from our ECHO joint venture. New home sales gross revenues does not include the revenues associated with our ECHO joint venture. There was one used home sale from our ECHO joint venture for the year ended December 31, 2016.


4Q 2016 Supplemental information
12 
Equity LifeStyle Properties, Inc.




2017 Guidance - Selected Financial Data (1)

Our guidance acknowledges the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2017 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 in 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) our ability to integrate and operate recent acquisitions in accordance with our estimates; (viii) completion of pending transactions in their entirety and on assumed schedule; (ix) ongoing legal matters and related fees; and (x) costs to restore property operations following storms or other unplanned events.

(In millions, except per share data, unaudited)

 
Quarter Ended
 
Year Ended
 
March 31, 2017
 
December 31, 2017
Income from property operations, excluding deferrals and property management - 2017 Core (2)
$
130.5

 
$
496.7

Income from property operations - Acquisitions (3)
3.4

 
8.1

Property management and general and administrative
(19.8
)
 
(80.5
)
Other income and expenses
3.9

 
13.1

Financing costs and other
(27.3
)
 
(109.3
)
Normalized FFO and FFO available for Common Stock and OP Unit holders (4)
90.7

 
328.1

    Depreciation on real estate and other
(29.0
)
 
(113.7
)
    Depreciation on rental homes
(2.7
)
 
(10.7
)
    Deferral of right-to-use contract sales revenue and commission, net
(0.6
)
 
(2.9
)
    Income allocated to non-controlling interest-Common OP Units
(4.5
)
 
(15.5
)
Net income available for Common Stockholders
$
53.9

 
$
185.3

 
 
 
 
 
 
 
 
Net income per Common Share - fully diluted (5)
$0.60 - $0.66

 
$2.11 - $2.21

FFO per Common Share - fully diluted
$0.95 - $1.01

 
$3.48 - $3.58

Normalized FFO per Common Share - fully diluted
$0.95 - $1.01

 
$3.48 - $3.58

 
 
 
 
Weighted average Common Stock outstanding - fully diluted
93.0

 
93.1






_____________________________________
1.
Each line item represents the mid-point of a range of possible outcomes and reflects management’s estimate of the most likely outcome. Actual Normalized FFO available for Common Stock and OP Unit holders, Normalized FFO per Common Share, FFO available for Common Stock and OP Unit holders, FFO per Common Share, Net income available for Common Stockholders and Net income per Common Share could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
See page 14 for 2017 Core Guidance Assumptions. Amount represents 2016 income from property operations, excluding deferrals and property management, from the 2017 Core properties of $127.2 million multiplied by an estimated growth rate of 2.6% and $476.1 million multiplied by an estimated growth rate of 4.3% for the quarter ended March 31, 2017 and the year ended December 31, 2017, respectively.
3.
See page 14 for the 2017 Assumptions regarding the Acquisition properties.
4.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definitions of Normalized FFO and FFO.
5.
Net income per fully diluted Common Share is calculated before Income allocated to non-controlling interest-Common OP Units.

4Q 2016 Supplemental information
13 
Equity LifeStyle Properties, Inc.



2017 Core Guidance Assumptions (1) 
(In millions, unaudited)
 
Quarter Ended
 
First Quarter 2017
 
Year Ended
 
2017
 
March 31, 2016
 
Growth Factors (2)
 
December 31, 2016
 
Growth Factors (2)
Community base rental income
$
114.1

 
4.3
 %
 
$
462.3

 
4.0
 %
Rental home income
3.5

 
(1.7
)%
 
14.1

 
(4.7
)%
Resort base rental income (3)
55.2

 
2.8
 %
 
196.8

 
4.4
 %
Right-to-use annual payments
11.1

 
0.2
 %
 
45.0

 
0.2
 %
Right-to-use contracts current period, gross
2.5

 
5.3
 %
 
12.3

 
0.1
 %
Utility and other income
20.8

 
(1.2
)%
 
80.9

 
(2.8
)%
    Property operating revenues
207.2

 
3.1
 %
 
811.4

 
3.0
 %
 
 
 
 
 
 
 
 
Property operating, maintenance, and real estate taxes
76.0

 
4.0
 %
 
317.3

 
1.2
 %
Rental home operating and maintenance
1.5

 
6.7
 %
 
6.9

 
(5.6
)%
Sales and marketing, gross
2.5

 
(3.8
)%
 
11.1

 
1.2
 %
    Property operating expenses
80.0

 
3.8
 %
 
335.3

 
1.1
 %
Income from property operations, excluding deferrals and property management
 
$
127.2

 
2.6
 %
 
$
476.1

 
4.3
 %
 
 
 
 
 
 
 
 
Resort base rental income:
 
 
 
 
 
 
 
Annual
$
29.9

 
4.4
 %
 
$
122.3

 
5.0
 %
Seasonal
16.1

 
1.5
 %
 
30.2

 
2.0
 %
Transient
9.2

 
 %
 
44.3

 
4.5
 %
    Total resort base rental income
$
55.2

 
2.8
 %
 
$
196.8

 
4.4
 %


2017 Assumptions Regarding Acquisition Properties (1) 
(In millions, unaudited)

 
Quarter Ended
 
Year Ended
 
March 31, 2017 (4)
 
December 31, 2017 (4)
Community base rental income
$
1.1

 
$
4.6

Resort base rental income
4.3

 
11.5

Utility income and other property income
0.3

 
1.1

  Property operating revenues
5.7

 
17.2

 
 
 
 
Property operating, maintenance, and real estate taxes
2.3

 
9.1

  Property operating expenses
2.3

 
9.1

Income from property operations, excluding deferrals and property management
$
3.4

 
$
8.1




1.
See Non-GAAP Financial Measure Definitions and Other Terms at the end of the supplemental information for definition of Core and Acquisition properties.
2.
Management’s estimate of the growth of property operations in the 2017 Core Properties compared to actual 2016 performance. Represents our estimate of the mid-point of a range of possible outcomes. Calculations prepared using actual results without rounding. Actual growth could vary materially from amounts presented above if any of our assumptions is incorrect.
3.
See Resort base rental income table included below within this table.
4.
Each line item represents our estimate of the mid-point of a possible range of outcomes and reflects management’s best estimate of the most likely outcome for the Acquisition properties. Actual income from property operations for the Acquisition properties could vary materially from amounts presented above if any of our assumptions is incorrect.

4Q 2016 Supplemental information
14 
Equity LifeStyle Properties, Inc.



Right-To-Use Memberships - Select Data

(In thousands, except member count, number of Thousand Trail Camping Pass, number of annuals and number of upgrades, unaudited)

 
Year Ended December 31,
 
2013
 
2014
 
2015
 
2016
 
2017 (1)
Member Count (2)
98,277

 
96,130

 
102,413

 
104,728

 
105,500

Thousand Trails Camping Pass (TTC) Origination (3)
15,607

 
18,187

 
25,544

 
29,576

 
29,800

    TTC Sales
9,289

 
10,014

 
11,877

 
12,856

 
13,100

    RV Dealer TTC Activations
6,318

 
8,173

 
13,667

 
16,720

 
16,700

Number of annuals (4)
4,830

 
5,142

 
5,470

 
5,756

 
6,000

Number of upgrade sales (5)
2,999

 
2,978

 
2,687

 
2,477

 
2,600

 
 
 
 
 
 
 
 
 
 
Right-to-use annual payments (6)
$
47,967

 
$
44,860

 
$
44,441

 
$
45,036

 
$
45,100

Resort base rental income from annuals
$
11,148

 
$
12,491

 
$
13,821

 
$
15,413

 
$
17,200

Resort base rental income from seasonals/transients
$
12,692

 
$
13,894

 
$
15,795

 
$
17,344

 
$
18,100

Upgrade contract initiations (7)
$
13,815

 
$
13,892

 
$
12,783

 
$
12,312

 
$
12,300

Utility and other income
$
2,293

 
$
2,455

 
$
2,430

 
$
2,442

 
$
2,515

 
 
 
 
 
 
 
 
 
 
























________________________________
1.
Guidance estimate. Each line item represents our estimate of the mid-point of a possible range of outcomes and reflects management’s best estimate of the most likely outcome. Actual figures could vary materially from amounts presented above if any of our assumptions is incorrect.
2.
Members have entered into right-to-use contracts with us that entitle them to use certain properties on a continuous basis for up to 21 days.
3.
TTCs allow access to any of five geographic areas in the United States.
4.
Members who rent a specific site for an entire year in connection with their right-to-use contract.
5.
Existing customers that have upgraded agreements are eligible for longer stays, can make earlier reservations, may receive discounts on rental units, and may have access to additional properties. Upgrades require a non-refundable upfront payment.
6.
The year ended December 31, 2013 includes $2.1 million of revenue recognized related to our right-to-use annual memberships activated through our dealer program. During the third quarter of 2013, we changed the accounting treatment of revenues and expenses associated with the RV dealer program to recognize as revenue only the cash received from members generated by the program.
7.
Revenues associated with contract upgrades, included in Right-to-use contracts current period, gross, on our Consolidated Income Statement on page 4.

4Q 2016 Supplemental information
15 
Equity LifeStyle Properties, Inc.



Market Capitalization

(In millions, except share and OP Unit data, unaudited)

Capital Structure as of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Common Stock/Units
% of Total Common Stock/Units
Total
% of Total
% of Total Market Capitalization
 
 
 
 
 
 
 
 
Secured Debt
 
 
$
1,910

90.5
%
 
 
Unsecured Debt
 
 
200

9.5
%
 
 
Total Debt (1)
 
 
$
2,110

100.0
%
23.6
%
 
 
 
 
 
 
 
 
Common Stock
85,529,386

92.3
%
 
 
 
 
OP Units
7,170,000

7.7
%
 
 
 
 
Total Common Stock and OP Units
92,699,386

100.0
%
 
 
 
 
Common Stock price at December 31, 2016
$
72.10

 
 
 
 
 
Fair Value of Common Stock
 
 
$
6,684

98.0
%
 
 
Perpetual Preferred Stock
 
 
136

2.0
%
 
 
Total Equity
 
 
$
6,820

100.0
%
76.4
%
 
 
 
 
 
 
 
 
Total Market Capitalization
 
 
$
8,930

 
100.0
%
 
 
 
 
 
 
 
 
Perpetual Preferred Stock as of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Series
Callable Date
 
Outstanding Stock
Liquidation Value
Annual Dividend Per Share
Annual Dividend Value
6.75% Series C
9/7/2017
 
54,458
$136
$168.75
$
9.2






















_________________

1.    Excludes deferred financing costs of approximately $18.9 million.


4Q 2016 Supplemental information
16 
Equity LifeStyle Properties, Inc.



Debt Maturity Schedule

Debt Maturity Schedule as of December 31, 2016
(In thousands, unaudited)

Year
 
Secured Debt
 
Weighted Average Interest Rate
 
Unsecured Debt
 
Weighted Average Interest Rate
 
Total Debt
 
% of Total Debt
 
Weighted Average Interest Rate
 
2017
 
$
34,239

 
5.85
%
 
$

 

 
$
34,239

 
1.63
%
 
5.85
%
 
2018
 
199,271

 
5.97
%
 

 

 
199,271

 
9.47
%
 
5.97
%
 
2019
 
201,161

 
6.27
%
 

 

 
201,161

 
9.56
%
 
6.27
%
 
2020
 
121,877

 
6.13
%
 
200,000

 
2.39
%
 
321,877

 
15.29
%
 
3.81
%
 
2021
 
190,368

 
5.01
%
 

 

 
190,368

 
9.04
%
 
5.01
%
 
2022
 
150,265

 
4.59
%
 

 

 
150,265

 
7.14
%
 
4.59
%
 
2023
 
111,316

 
5.12
%
 

 

 
111,316

 
5.29
%
 
5.12
%
 
2024
 

 
%
 

 

 

 
%
 
%
 
2025
 
107,799

 
3.45
%
 

 

 
107,799

 
5.12
%
 
3.45
%
 
2026
 

 
%
 

 

 

 
%
 
%
 
Thereafter
 
788,459

 
4.27
%
 

 

 
788,459

 
37.46
%
 
4.27
%
 
Total
 
$
1,904,755

 
4.91
%
 
$
200,000

 
2.39
%
 
$
2,104,755

 
100.0
%
 
4.67
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note Premiums
 
5,464

 
 
 

 
 
 
5,464

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt
 
1,910,219

 
 
 
200,000

 
 
 
2,110,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Financing Costs
 
(18,319
)
 
 
 
(621
)
 
 
 
(18,940
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt, net
 
$
1,891,900

 
4.90
%
(1) 
$
199,379

 
2.51
%
 
$
2,091,279

 
 
 
4.67
%
(1) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Years to Maturity
 
10.9
 
 
 
3.1
 
 
 
10.1
 
 
 
 
 






















______________________
1.     Reflects effective interest rate including amortization of note premiums and amortization of deferred loan cost for secured and total debt and stated interest rate for unsecured debt.


4Q 2016 Supplemental information
17 
Equity LifeStyle Properties, Inc.



Non-GAAP Financial Measures Definitions and Other Terms

This document contains certain non-GAAP measures used by management that we believe are helpful in understanding our business, as further discussed in the paragraphs below. We believe investors should review Funds from Operations (“FFO”), Normalized Funds from Operations (“Normalized FFO”), Funds Available for Distribution (“FAD”) and Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”), along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. Our definitions and calculations of these non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These non-GAAP financial and operating measures 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.
FUNDS FROM OPERATIONS (FFO). We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, impairments, if any, 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. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“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. We receive 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 non-refundable right-to-use payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We believe FFO, as defined by the Board of Governors of NAREIT, is generally a 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.
NORMALIZED FUNDS FROM OPERATIONS (NORMALIZED FFO). We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisition and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.
FUNDS AVAILABLE FOR DISTRIBUTION (FAD). We define FAD as Normalized FFO less non-revenue producing capital expenditures.
We believe that FFO, Normalized FFO and FAD are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization, impairments, if any, and actual or estimated 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. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, property acquisition and other transaction costs related to mergers and acquisitions from Normalized FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
INCOME FROM PROPERTY OPERATIONS, EXCLUDING DEFERRALS AND PROPERTY MANAGEMENT. We define Income from property operations, excluding deferrals and property management as rental income, utility income and right-to-use income less property operating and maintenance expenses, real estate tax, sales and marketing expenses, property management and the GAAP deferral of right-to-use contract upfront payments and related commissions, net. We believe that this non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our manufactured home and RV communities.

4Q 2016 Supplemental information
18 
Equity LifeStyle Properties, Inc.



The following table reconciles Income before equity in income of unconsolidated joint ventures to Income from property operations (amounts in thousands):
 
 
Quarters Ended
 
Years Ended
 
 
 
December 31,
 
December 31,
 
 
 
2016
 
2015
 
2016
 
2015
 
Income before equity in income of unconsolidated joint ventures
 
$
41,918

 
$
39,284

 
$
184,527

 
$
146,423

 
Right-to-use upfront payments, deferred, net
 
652

 
302

 
3,079

 
4,231

 
Gross revenues from home sales
 
(8,952
)
 
(8,809
)
 
(37,191
)
 
(33,150
)
 
Brokered resale revenues and ancillary services revenues, net
 
(258
)
 
(104
)
 
(2,994
)
 
(4,149
)
 
Interest income
 
(1,793
)
 
(1,716
)
 
(6,845
)
 
(7,030
)
 
Income from other investments, net
 
(736
)
 
(2,240
)
 
(7,310
)
 
(7,359
)
 
Right-to-use contract commissions, deferred, net
 
(11
)
 
(85
)
 
(223
)
 
(1,556
)
 
Property management
 
11,413

 
10,778

 
47,083

 
44,528

 
Depreciation on real estate and rental homes
 
30,198

 
28,748

 
117,400

 
113,609

 
Amortization of in-place leases
 
1,234

 
408

 
3,373

 
2,358

 
Cost of homes sales
 
8,949

 
8,594

 
37,456

 
32,279

 
Home selling expenses
 
1,027

 
805

 
3,575

 
3,191

 
General and administrative
 
7,688

 
8,472

 
31,004

 
30,644

 
Property rights initiatives and other
 
2,950

 
1,052

 
4,986

 
2,986

 
Early debt retirement
 

 
(9
)
 

 
16,913

 
Interest and related amortization
 
25,395

 
26,083

 
102,030

 
105,731

 
Income from property operations, excluding deferrals and property management
 
119,674

 
111,563

 
479,950

 
449,649

 
Right-to-use contracts, deferred and sales and marketing, deferred, net
 
(641
)
 
(217
)
 
(2,856
)
 
(2,675
)
 
Property management
 
(11,413
)
 
(10,778
)
 
(47,083
)
 
(44,528
)
 
Income from property operations
 
$
107,620

 
$
100,568

 
$
430,011

 
$
402,446

 
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION (EBITDA) AND ADJUSTED EBITDA. EBITDA is defined as net income or loss before interest income and expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisition and other transaction costs related to mergers and acquisitions; d) GAAP deferral of right-to-use contract upfront payments and related commissions, net; e) impairments, if any; and f) other miscellaneous non-comparable items. EBITDA and Adjusted EBITDA provide us with an understanding of one aspect of earnings before the impact of investing and financing charges. We believe that EBITDA and Adjusted EBITDA may be useful to an investor in evaluating our operating performance and liquidity because the measures are widely used to measure a company’s operating performance and they are used by rating agencies and other parties, including lenders, to evaluate our creditworthiness.
The following table reconciles Consolidated net income to EBITDA and Adjusted EBITDA (amounts in thousands):
 
 
Quarters Ended
 
Years Ended
 
 
 
December 31,
 
December 31,
 
 
 
2016
 
2015
 
2016
 
2015
 
Consolidated net income
 
$
42,381

 
$
39,767

 
$
187,132

 
$
150,512

 
Interest Income
 
(1,793
)
 
(1,716
)
 
(6,845
)
 
(7,030
)
 
Depreciation on real estate assets and rental homes
 
30,198

 
28,748

 
117,400

 
113,609

 
Amortization of in-place leases
 
1,234

 
408

 
3,373

 
2,358

 
Depreciation on corporate assets
 
280

 
276

 
1,120

 
1,089

 
Depreciation on unconsolidated joint ventures
 
324

 
282

 
1,292

 
1,081

 
Interest and related amortization
 
25,395

 
26,083

 
102,030

 
105,731

 
EBITDA
 
98,019

 
93,848

 
405,502

 
367,350

 
Right-to-use contract upfront payments, deferred, net
 
652

 
302

 
3,079

 
4,231

 
Right-to-use contract commissions, deferred, net
 
(11
)
 
(85
)
 
(223
)
 
(1,556
)
 
Transaction costs
 
292

 
527

 
1,217

 
1,130

 
Early debt retirement
 

 
(9
)
 

 
16,913

 
Litigation Settlement, net
 
2,415

 

 
2,415

 

 
Adjusted EBITDA
 
$
101,367

 
$
94,583

 
$
411,990

 
$
388,068

 
CORE. The Core properties include properties we owned and operated during all of 2015 and 2016. We believe Core is a measure that is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations.

4Q 2016 Supplemental information
19 
Equity LifeStyle Properties, Inc.



ACQUISITIONS. The Acquisition properties include all properties that were not owned and operated in 2015 and 2016. This includes, but is not limited to, four properties acquired in 2016, three properties acquired during 2015 and Tropical Palms RV resort.
NON-REVENUE PRODUCING IMPROVEMENTS. Represents capital expenditures that will not directly result in increased revenue or expense savings and are primarily comprised of common area improvements, furniture, and mechanical improvements.
FIXED CHARGES. Fixed charges consist of interest expense, amortization of note premiums and debt issuance costs.


4Q 2016 Supplemental information
20 
Equity LifeStyle Properties, Inc.