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: August 30, 2011
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Maryland
|
|
1-11718
|
|
36-3857664 |
(State or other jurisdiction of
|
|
(Commission File No.)
|
|
(IRS Employer Identification |
incorporation or organization)
|
|
|
|
Number) |
|
|
|
Two North Riverside Plaza, Chicago, Illinois
|
|
60606 |
(Address of principal executive offices)
|
|
(Zip Code) |
(312) 279-1400
(Registrants 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
Equity LifeStyle Properties, Inc. (the Company) hereby reconfirms previously issued guidance
for its net income per share (fully diluted), funds from operations (FFO) per share (fully
diluted) and FFO per share, excluding transaction costs (fully diluted) for the year ending
December 31, 2011 to be $0.53, $3.49 and $4.01, respectively. The projected 2011 per share amounts
represent the mid-point of a range of possible outcomes and reflects managements best estimate of
the most likely outcome. See Exhibit 99.2 to the Companys Form 8-K filed on July 19, 2011 for the
Companys assumptions regarding the performance of the Companys core portfolio and the previously
disclosed acquisition of 75 manufactured home communities and one RV resort and certain
manufactured homes and loans secured by manufactured homes located at such properties (the
Acquisition).
Item 7.01 Regulation FD Disclosure
In accordance with General Instruction B.2. of Form 8-K, the following information shall not
be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. Nor shall the information in
this Current Report be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended. The Company disclaims any intention or obligation to update or revise this
information.
On August 30, 2011, the Company issued a press release announcing that Michael Berman, ELS
Executive Vice President and Chief Financial Officer, will make a presentation at the Midwest IDEAS
Investor Conference on Wednesday, August 31, 2011 at 8:35am Central Time. The press release is
furnished as Exhibit 99.1 to this report on Form 8-K.
Attached as Exhibit 99.2 is an investor presentation that will be posted on the Companys
website, www.equitylifestyle.com, on August 31, 2011. Included in this presentation is a
discussion of the Companys business, the Acquisition and certain financial information regarding
2011 guidance.
This report includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements and may include, without limitation, information regarding the Companys expectations,
goals or intentions regarding the future, statements regarding the anticipated closings of its
pending Acquisition and the expected effect of the Acquisition on the Company. These
forward-looking statements are subject to numerous assumptions, risks and uncertainties, including,
but not limited to:
|
|
|
the Companys ability to control costs, real estate market conditions, the actual
rate of decline in customers, the actual use of sites by customers and its success in
acquiring new customers at its Properties (including those that it may acquire); |
|
|
|
|
the Companys ability to maintain historical rental rates and occupancy
with respect to Properties currently owned or that the Company may acquire; |
|
|
|
|
the Companys assumptions about rental and home sales markets; |
|
|
|
|
the Companys assumptions and guidance concerning 2011 estimated net
income and funds from operations; |
|
|
|
|
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 the Acquisition in its entirety and future acquisitions,
if any, and timing and effective integration with respect thereto and the Companys
estimates regarding the future performance of the Acquisition Properties; |
|
|
|
|
the Companys inability to secure the contemplated debt financings to fund
a portion of the stated purchase price of the Acquisition on favorable terms or at all
and the timing with respect thereto; |
|
|
|
|
unanticipated costs or unforeseen liabilities associated with the
Acquisition; |
|
|
|
|
ability to obtain financing or refinance existing debt on favorable terms
or at all; |
|
|
|
|
the effect of interest rates; |
|
|
|
|
the dilutive effects of issuing additional securities; |
|
|
|
|
the effect of accounting for the entry of contracts with customers
representing a right-to-use the Properties under the Codification Topic Revenue
Recognition; and |
|
|
|
|
other risks indicated from time to time in the Companys filings with the
Securities and Exchange Commission. |
These forward-looking statements are based on managements present expectations and beliefs
about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking statements whether as a
result of such changes, new information, subsequent events or otherwise.
Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of
lifestyle-oriented properties and as of August 31, 2011, owns or has an interest in 358 quality
properties in 32 states and British Columbia consisting of 130,891 sites. The Company leases
individual developed areas, or sites, with access to utilities for placement of factory-built
homes, cottages, cabins or recreational vehicles. Customers may lease individual sites or enter
right-to-use contracts providing the customer access to specific properties for limited stays. The
Company is a self-administered, self-managed, real estate investment trust (REIT) with headquarters
in Chicago.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
Exhibit 99.1 |
|
Equity LifeStyle Properties, Inc. Press Release dated August 30, 2010, ELS
Presentation at Midwest IDEAS Investor Conference |
|
|
|
Exhibit 99.2 |
|
Investor Presentation |