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: October 18, 2010
(Date of earliest event reported)

EQUITY LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or Other Jurisdiction of Incorporation)		1-11718 (Commission File No.)		36-3857664 (IRS Employer Identification No.)

Two North Riverside Plaza, Chicago, Illinois (Address of principal executive offices)		60606 (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 October 18, 2010, Equity LifeStyle Properties, Inc. (the “Company”) issued a news release announcing its results of operations for the quarter and nine months ended September 30, 2010. The information is furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.

          The Company projects its net income per share (fully diluted) and funds from operations per share (fully diluted) for the year ending December 31, 2010 to be $1.28 — $1.34 and $3.51 — $3.57, respectively. The Company preliminarily projects its net income per share (fully diluted) and funds from operations per share (fully diluted) for the year ending December 31, 2011 to be $1.55 - $1.75 and $3.75 — $3.95, respectively.

          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. 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 recently acquired);
	•		our ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that we may acquire;
	•		our assumptions about rental and home sales markets;
	•		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 site-built single family housing and not manufactured housing;
	•		the completion of future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings;
	•		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 common stock;
	•		the effect of accounting for the sale of agreements to customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” 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. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

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.

Exhibit 99.1

Equity LifeStyle Properties, Inc. press release dated October 18, 2010, “ELS Reports Third Quarter Results”

SIGNATURES

          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.

Date: October 19, 2010

Exhibit 99.1

NEWS RELEASE

CONTACT: Michael Berman		FOR IMMEDIATE RELEASE
(312) 279-1496		October 18, 2010

ELS REPORTS THIRD QUARTER RESULTS
Issues 2011 Preliminary Guidance

          CHICAGO, IL — October 18, 2010 — Equity LifeStyle Properties, Inc. (NYSE: ELS) (the “Company”) today announced results for the quarter and nine months ended September 30, 2010.

     a) Financial Results

          For the third quarter 2010, Funds From Operations (“FFO”) were $32.7 million, or $0.92 per share on a fully-diluted basis, compared to $28.8 million, or $0.82 per share on a fully-diluted basis for the same period in 2009. For the nine months ended September 30, 2010, FFO was $97.3 million, or $2.74 per share on a fully-diluted basis, compared to $90.4 million, or $2.81 per share on a fully-diluted basis for the same period in 2009.

          Net income available to common stockholders totaled $11.6 million, or $0.37 per share on a fully-diluted basis for the quarter ended September 30, 2010. This compares to net income available to common stockholders of $11.1 million, or $0.37 per share on a fully-diluted basis for the same period in 2009. Net income available to common stockholders totaled $32.6 million, or $1.06 per share on a fully-diluted basis for the nine months ended September 30, 2010. This compares to net income available to common stockholders of $27.7 million, or $1.02 per share on a fully-diluted basis for the same period in 2009. See the attachment to this press release for a reconciliation of FFO and FFO per share to net income available to common shares and net income per common share, respectively, the most directly comparable GAAP measure.

     b) Portfolio Performance

          Third quarter 2010 property operating revenues were $127.3 million, compared to $123.8 million in the third quarter of 2009. Our property operating revenues for the nine months ended September 30, 2010 were $373.8 million, compared to $364.3 million for the nine months ended September 30, 2009.

          For the quarter ended September 30, 2010, our Core property operating revenues increased approximately 1.8 percent and Core property operating expenses decreased approximately 0.1 percent, resulting in an increase of approximately 4.1 percent to income from Core property operations over the quarter ended September 30, 2009. For the nine months ended September 30, 2010, our Core property operating revenues increased approximately 1.6 percent and Core property operating expenses increased approximately 1.3 percent, resulting in an increase of approximately 1.9 percent to income from Core property operations over the nine months ended September 30, 2009. See the attachment to this press release for a reconciliation of income from property operations.

          For the quarter ended September 30, 2010, the Company had 22 new home sales (including four third-party dealer sales), which represents a 42.1 percent decrease as compared to the quarter ended September 30,

2009. Gross revenues from home sales were $1.8 million for the quarter ended September 30, 2010, compared to $2.1 million for the quarter ended September 30, 2009. For the nine months ended September 30, 2010, the Company had 62 new home sales (including 13 third-party dealer sales), which represents a 21.5 percent decrease as compared to the nine months ended September 30, 2009. Gross revenues from home sales were $4.8 million for the nine months ended September 30, 2010, compared to $5.1 million for the nine months ended September 30, 2009.

     c) Balance Sheet

          Our average long-term secured debt balance was approximately $1.5 billion in the quarter, with a weighted average interest rate, including amortization, of approximately 5.98 percent per annum. Interest coverage was approximately 2.7 times in the quarter ended September 30, 2010.

          During the quarter ended September 30, 2010, the Company paid off approximately $74.3 million of financing encumbering seven manufactured home properties with a weighted average interest rate of 5.72 percent per annum.

          The Company does not have any secured mortgage debt that matures during the remainder of 2010. In 2011, we have approximately $55 million of secured mortgage debt maturing, the majority of which we expect to pay off during the first six months of 2011.

     d) Guidance

          ELS management projects FFO per share, on a fully-diluted basis, to be in the range of $0.77 to $0.83 for the quarter ending December 31, 2010.

          Preliminary guidance for 2011 FFO per share, on a fully-diluted basis, is projected to be in the range of $3.75 to $3.95. The Company estimates that Core property operating revenue for 2011 is expected to grow at approximately 1.0 to 1.5 percent over 2010, assuming stable occupancy. Income from Core property operations, excluding property management expenses, is expected to grow at approximately 2.75 to 3.25 percent over 2010.

          The Company’s guidance ranges acknowledge the existence of volatile economic conditions, which may impact our current guidance assumptions. Factors impacting 2010 and 2011 guidance include 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 of annual payments under right-to-use contracts, v) occupancy changes; and vi) our ability to retain and attract customers renewing or purchasing right-to-use contracts. Results for 2010 and 2011 also may be impacted by, among other things i) continued competitive housing options and new home sales initiatives impacting occupancy levels at certain properties; ii) variability in income from home sales operations, including anticipated expansion projects; iii) potential effects of uncontrollable factors such as environmental remediation costs and hurricanes; iv) potential acquisitions, investments and dispositions; v) mortgage debt maturing during 2011; vi) changes in interest rates; and vii) continued initiatives regarding rent control legislation in California and related legal fees. Quarter-to-quarter results during the year are impacted by the seasonality at certain of the properties.

          Equity LifeStyle Properties, Inc. owns or has an interest in 307 quality properties in 27 states and British Columbia consisting of 110,984 sites. The Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters in Chicago.

          A live webcast of Equity LifeStyle Properties, Inc.’s conference call discussing these results will be available via the Company’s website in the Investor Info section at www.equitylifestyle.com at 10:00 a.m. Central time on October 19, 2010.

          This news 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. 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 recently acquired);
	•		our ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that we may acquire;
	•		our assumptions about rental and home sales markets;
	•		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;
	•		the completion of future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings;
	•		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 common stock;
	•		the effect of accounting for the sale of agreements to customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;“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. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

          Tables follow:

Equity LifeStyle Properties, Inc.
Selected Financial Data
(Unaudited)
(Amounts in thousands except for per share data)

		Quarters Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
Revenues:
Community base rental income		$	65,043			$	63,389			$	194,066			$	189,891
Resort base rental income			35,991				34,561				101,440				97,766
Right-to-use annual payments			12,554				12,796				37,628				38,393
Right-to-use contracts current period, gross			4,552				5,080				15,170				16,526
Right-to-use contracts, deferred, net of prior period amortization			(3,330	)			(4,327	)			(11,829	)			(14,761	)
Utility and other income			12,490				12,331				37,297				36,455
Gross revenues from home sales			1,765				2,127				4,759				5,075
Brokered resale revenues, net			237				171				718				556
Ancillary services revenues, net			1,262				1,341				2,458				2,915
Interest income			1,048				1,177				3,237				3,783
Income from other investments, net			2,583				2,339				5,244				6,728
Total revenues			134,195				130,985				390,188				383,327
Expenses:
Property operating and maintenance			51,495				50,409				141,947				137,978
Real estate taxes			7,938				7,955				24,578				24,646
Sales and marketing, gross			3,052				3,422				9,900				10,166
Sales and marketing, deferred commissions, net			(1,274	)			(1,410	)			(4,343	)			(4,535	)
Property management			8,373				8,725				24,906				25,159
Depreciation on real estate and other costs			17,096				17,400				50,959				51,942
Cost of home sales			1,431				1,842				4,318				5,606
Home selling expenses			456				278				1,388				1,990
General and administrative			5,818				5,281				17,042				17,654
Rent control initiatives			106				93				1,119				408
Depreciation on corporate assets			246				458				835				860
Interest and related amortization			22,465				24,492				69,221				74,068
Total expenses			117,202				118,945				341,870				345,942
Income before equity in income of unconsolidated joint ventures			16,993				12,040				48,318				37,385
Equity in income of unconsolidated joint ventures			314				229				1,714				2,607
Consolidated income from continuing operations			17,307				12,269				50,032				39,992
Discontinued Operations:
Discontinued operations			—				(53	)			—				160
Income (loss) from discontinued real estate			—				4,743				(231	)			4,723
Income (loss) income from discontinued operations			—				4,690				(231	)			4,883
Consolidated net income			17,307				16,959				49,801				44,875
Income allocated to non-controlling interests:
Common OP Units			(1,722	)			(1,797	)			(5,083	)			(5,092	)
Perpetual OP Units			(4,031	)			(4,031	)			(12,101	)			(12,104	)
Net income available for Common Shares		$	11,554			$	11,131			$	32,617			$	27,679
Net income per Common Share — Basic		$	0.38			$	0.37			$	1.07			$	1.04
Net income per Common Share — Fully Diluted		$	0.37			$	0.37			$	1.06			$	1.02
Average Common Shares — Basic			30,620				29,993				30,447				26,719
Average Common Shares and OP Units — Basic			35,260				34,958				35,239				31,848
Average Common Shares and OP Units — Fully Diluted			35,450				35,242				35,463				32,168

Equity LifeStyle Properties, Inc.
(Unaudited)

		Quarters Ended								Nine Months Ended
Reconciliation of Net Income to FFO and FAD		September 30,				September 30,				September 30,				September 30,
(amounts in 000s, except for per share data)		2010				2009				2010				2009
Computation of funds from operations:
Net income available for Common Shares		$	11,554			$	11,131			$	32,617			$	27,679
Income allocated to common OP Units			1,722				1,797				5,083				5,092
Right-to-use contract sales, deferred, net (1)			3,330				4,327				11,829				14,761
Right-to-use contract commissions, deferred, net(2)			(1,274	)			(1,410	)			(4,343	)			(4,535	)
Depreciation on real estate assets and other			17,096				17,400				50,959				51,942
Depreciation on unconsolidated joint ventures			305				305				913				945
(Gain) loss on real estate			—				(4,743	)			231				(5,526	)
Funds from operations (FFO)		$	32,733			$	28,807			$	97,289			$	90,358
Non-revenue producing improvements to real estate			(5,070	)			(4,888	)			(18,590	)			(12,717	)
Funds available for distribution (FAD)		$	27,663			$	23,919			$	78,699			$	77,641
FFO per Common Share — Basic		$	0.93			$	0.82			$	2.76			$	2.84
FFO per Common Share — Fully Diluted		$	0.92			$	0.82			$	2.74			$	2.81
FAD per Common Share — Basic		$	0.78			$	0.68			$	2.23			$	2.44
FAD per Common Share — Fully Diluted		$	0.78			$	0.68			$	2.22			$	2.41

Income from Property Operations Detail
(Amounts in thousands)

		Consolidated								Consolidated
		Quarters Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
Community base rental income		$	65,043			$	63,389			$	194,066			$	189,891
Resort base rental income			35,991				34,561				101,440				97,766
Right-to-use annual payments			12,554				12,796				37,628				38,393
Right-to-use contracts current period, gross			4,552				5,080				15,170				16,526
Utility and other income			12,490				12,331				37,297				36,455
Property operating revenues, excluding deferrals			130,630				128,157				385,601				379,031
Property operating and maintenance			51,495				50,409				141,947				137,978
Real estate taxes			7,938				7,955				24,578				24,646
Sales and marketing, gross			3,052				3,422				9,900				10,166
Property operating expenses, excluding deferrals and Property management			62,485				61,786				176,425				172,790
Income from property operations, excluding deferrals and Property management			68,145				66,371				209,176				206,241
Property management			8,373				8,725				24,906				25,159
Income from property operations, excluding deferrals			59,772				57,646				184,270				181,082
Right-to-use contract sales deferred, net			(3,330	)			(4,327	)			(11,829	)			(14,761	)
Right-to-use contract commissions deferred net			1,274				1,410				4,343				4,535
Income from property operations		$	57,716			$	54,729			$	176,784			$	170,856

Equity LifeStyle Properties, Inc.
(Unaudited)

		As Of				As Of
		September 30,				December 31,
Total Common Shares and OP Units Outstanding:		2010				2009
Total Common Shares Outstanding			30,825,678				30,350,745
Total Common OP Units Outstanding			4,595,033				4,914,040

		September 30,				December 31,
		2010				2009
Selected Balance Sheet Data:		(amounts in 000s)				(amounts in 000s)
Net investment in real estate		$	1,888,166			$	1,908,447
Cash and cash equivalents		$	81,419			$	145,128
Total assets		$	2,074,568			$	2,166,319
Mortgage notes payable		$	1,426,705			$	1,547,901
Unsecured lines of credit		$	—			$	—
Total liabilities		$	1,610,449			$	1,711,892
Perpetual Preferred OP Units		$	200,000			$	200,000
Total equity		$	264,119			$	254,427

Summary of Total Sites as of September 30, 2010:		Sites
Community sites			44,200
Resort sites:
Annuals			20,600
Seasonal			8,900
Transient			9,900
Membership (1)			24,300
Joint Ventures (2)			3,100
			111,000

Equity LifeStyle Properties, Inc.
(Unaudited)

		Quarters Ended								Nine Months Ended
Manufactured Home Site Figures and		September 30,				September 30,				September 30,				September 30,
Occupancy Averages: (1)		2010				2009				2010				2009
Total Sites			44,232				44,230				44,232				44,231
Occupied Sites			39,901				39,849				39,852				39,924
Occupancy %			90.2	%			90.1	%			90.1	%			90.3	%
Monthly Base Rent Per Site		$	543.44			$	530.37			$	541.15			$	528.62
Core (2) Monthly Base Rent Per Site $51		$	543.37			$	530.24			$	541.08			$	528.48
		Quarters Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
Home Sales:(1) (Dollar amounts in thousands)		2010				2009				2010				2009
New Home Sales Volume (3)			22				38				62				79
New Home Sales Gross Revenues		$	1,030			$	948			$	2,111			$	2,449
Used Home Sales Volume (4)			209				263				577				518
Used Home Sales Gross Revenues		$	735			$	1,179			$	2,648			$	2,626
Brokered Home Resale Volume			147				140				525				461
Brokered Home Resale Revenues, net		$	237			$	171			$	718			$	556

Net Income and FFO per Common Share Guidance		Full Year 2010								Full Year 2011
on a fully diluted basis (unaudited):		Low				High				Low				High
Projected net income (1)		$	1.28			$	1.34			$	1.55			$	1.75
Projected depreciation			1.96				1.96				1.93				1.93
Projected net deferral of right-to-use sales and commissions			0.27				0.27				0.27				0.27
Projected FFO		$	3.51			$	3.57			$	3.75			$	3.95

Non-GAAP Financial Measures

          Funds from Operations (“FFO”), is a non-GAAP financial measure. The Company believes that FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.

          We define FFO as net income, computed in accordance with GAAP, excluding gains or actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company receives up-front non-refundable payments from the sale of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, the Company believes that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or actual or estimated losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront non-refundable payments and expense deferral of right-to-use contract commissions also facilitates the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. The Company computes FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. Funds available for distribution (“FAD”) is a non-GAAP financial measure. FAD is defined as FFO less non-revenue producing capital expenditures. Investors should review FFO and FAD, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. FFO and FAD do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.