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United States securities and exchange commission logo
May 17, 2023
Paul Seavey
Executive Vice President and Chief Financial Officer
Equity Lifestyle Properties, Inc.
Two North Riverside Plaza, Suite 800
Chicago, IL 60606
Re: Equity Lifestyle
Properties, Inc.
Form 10-K for the
year ended December 31, 2022
Filed February 21,
2023
Form 8-K Filed
April 18, 2023
File No. 001-11718
Dear Paul Seavey:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Non-GAAP Financial Measures, page 47
1. We refer you to your
non-GAAP financial measures Funds from Operations, Normalized
Funds from Operations,
Property operating revenues, excluding deferrals, Income from
property operations,
excluding deferrals and property management, and Income from
property operations,
excluding deferrals. It appears that such non-GAAP measures are the
result of a GAAP
measure adjusted to add the change in your deferred revenue liability,
having the effect of
accelerating the recognition of revenues to recognize the entire
amount of payments
received as revenues in the current period, as opposed to recognizing
the revenues over a 20
year period. Please tell us how you have determined these
measures are not
tailored measures as contemplated in Question 100.04 of the Non-GAAP
C&DI.
Paul Seavey
FirstName LastNamePaul
Equity Lifestyle Properties,Seavey
Inc.
Comapany
May NameEquity Lifestyle Properties, Inc.
17, 2023
May 17,
Page 2 2023 Page 2
FirstName LastName
2. We note your presentation of the measures Income from home sales and
other and Income
from rental operations, net of depreciation, on page 52. Please
clarify for us if such
measures are non-GAAP measures, and tell us how you made that
determination. To the
extent they are non-GAAP measures, please revise your disclosures in
future filings to
provide the disclosures required by Regulation G and Item 10(e) of
Regulation S-K.
3. We note your presentation of Property operating expenses, excluding
deferrals and
property management and Income from property operations, excluding
deferrals and
property management on page 50. Please tell us, and revise your
disclosure to address,
how you believe these non-GAAP financial measures provide useful
information to
investors. In addition, please clarify for us how you determined
property management
expense is not a normal, recurring, cash operating expense necessary
to operate your
business. Please refer to Item 10(e) of Regulation S-K and Question
100.01 of the Non-
GAAP C&DI.
Consolidated Statements of Income and Comprehensive Income, page F-6
4. We note your presentation of Membership upgrade sales current period,
gross and
Membership upgrade sales upfront payments, deferred, net within Total
revenues on the
face of the income statement. Please tell us how you determined it was
appropriate to
present such measures on a gross basis. Alternatively, please revise
your income
statements in future filings to remove such items from the face of the
income statement.
Refer to ASC 606-10-55-46 through 53.
Consolidated Statements of Cash Flows, page F-9
5. We note that you disclose a reclassification in each period in the
supplemental information
to the statements of cash flows from net investment in real estate
into other assets. Please
tell us what this reclassification represents.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
(n) Casualty related charges/(recoveries), net, page F-16
6. Please tell us your accounting policy for recognizing insurance
recoveries, addressing not
only recoveries for damages to property, but also clean up costs and
business
interruption. Please include this accounting policy in your future
periodic reports, or tell
us how you determined such disclosure is not necessary. Further, with
respect to your
insurance recovery revenue accrual of $40.6 million, please tell us
how you determined
that the recovery of the loss is probable at December 31, 2022. In
addition, please clarify
for us what is meant by your disclosure on page 44 that you have
received proofs of loss
from your insurance carrier.
Schedule III, page S-1
7. We note the reconciliation on page S-14. Specifically, we note the
$134M reduction in
Paul Seavey
Equity Lifestyle Properties, Inc.
May 17, 2023
Page 3
gross investment in real estate within the line item Dispositions and
other, Please tell us
what this amount represents.
Form 8-K Filed April 18, 2023
Exhibit 99.1
Guidance, page ii
8. We note you have provided several forward-looking non-GAAP measures,
but have not
provided quantitative reconciliations to the most directly comparable
GAAP financial
measures. Please revise your presentation in future filings to provide
the required
reconciliations, or, if relying on the exception provided by Item
10(e)(1)(i)(B) of
Regulation S-K, provide the reason such reconciliation has not been
provided, the
information that is not available, and the significance of that
information. Refer to
Question 102.10(b) of the non-GAAP C&DI.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 with
any questions.
FirstName LastNamePaul Seavey Sincerely,
Comapany NameEquity Lifestyle Properties, Inc.
Division of
Corporation Finance
May 17, 2023 Page 3 Office of Real
Estate & Construction
FirstName LastName