8-K 1 d427003d8k.htm FORM 8-K

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): November 9, 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):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 | Results of Operations and Financial Condition

Equity LifeStyle Properties, Inc. (referred to herein as “we,” “us,” and “our”) hereby reaffirms previously issued guidance for our Net income per Common Share (fully diluted), for the year ending December 31, 2017 and 2018, to be between $2.13 and $2.19 and $2.43 and $2.53, respectively.

We also reaffirm previously issued guidance for our Funds from Operations (“FFO”) per Common Share (fully diluted), for the year ending December 31, 2017 and 2018, to be between $3.52 and $3.58 and $3.79 and $3.89, respectively.

We also reaffirm previously issued guidance for our Normalized Funds from Operations (“Normalized FFO”) per Common Share (fully diluted) for the year ending December 31, 2017 and 2018, to be between $3.56 and $3.62 and $3.79 and $3.89, respectively.

The projected 2017 and 2018 per Common Share amounts represent a range of possible outcomes and the mid-point of each range reflects management’s best estimate of the most likely outcome. Actual figures could vary materially from these amounts if any of our assumptions are incorrect.

Item 7.01 | Regulation FD Disclosure

At REITWorld 2017: NAREIT’s Annual Convention for All Things REIT to be held from November 14, 2017 through November 16, 2017, our officers will participate in one-on-one sessions with analysts and investors and will refer to a slide presentation. A copy of this presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation will be posted on our website, www.equitylifestyleproperties.com, on November 9, 2017. Included in this presentation is a discussion of our business and certain financial information regarding 2017 and 2018 guidance.

Item 8.01 | Other Events

As previously reported, our Florida mainland properties resumed normal operations shortly after Hurricane Irma made landfall on September 10, 2017. Fiesta Key RV Resort, one of our RV resorts in the Florida Keys, has reopened on a limited basis. We expect Sunshine Key RV Resort to reopen as utility services are restored. At this time, our restoration efforts continue. Our current estimate of costs, which includes capital expenditures and expenses, related to restoration of the Florida properties is approximately $25.0 to $30.0 million. We expect our restoration efforts to be substantially complete in early 2018.

We continue to believe that we have adequate insurance, subject to deductibles, including business interruption coverage. We are engaged in discussions with our insurance carriers’ adjusters and have submitted an initial request for partial reimbursement related to our claim. At this time, we continue to believe that Hurricane Irma will not significantly impact our results of operations or our financial condition on a consolidated basis.

In accordance with General Instruction B.2. of Form 8-K, the information included in items 2.02 and 7.01 of this Current Report 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. We disclaim any intention or obligation to update or revise this information.

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 and guidance concerning 2017 and 2018 estimated net income, FFO and Normalized FFO;

| • |  | our assumptions about rental and home sales markets;

| • |  | our ability to manage counter-party 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.

For further information on these and other factors that could impact us and the statements contained herein, refer to our filings with the Securities and Exchange Commission, including “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.

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.

Equity LifeStyle Properties, Inc. is a fully integrated owner and operator of lifestyle-oriented properties and owns or has an interest in 404 quality properties in 32 states and British Columbia consisting of 149,448 sites. We are a self-administered, self-managed, real estate investment trust with headquarters in Chicago.

Item 9.01 | Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 |  | Investor Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

EQUITY LIFESTYLE PROPERTIES, INC.
By: |  | /s/ Paul Seavey
|  | Paul Seavey
|  | Executive Vice President,
|  | Chief Financial Officer and Treasurer

Date: November 9, 2017