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8-K - FORM 8-K - EQUITY LIFESTYLE PROPERTIES INCc65500e8vk.htm
EX-99.1 - EX-99.1 - EQUITY LIFESTYLE PROPERTIES INCc65500exv99w1.htm
Exhibit 99.2
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Coquina Crossing — near St. Augustine, FL Breezy Hill — West Palm Beach Area, FL
Equity LifeStyle Properties, Inc. Two North Riverside Plaza
Chicago, IL 60606 www.EquityLifeStyle.com

 


 

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Equity LifeStyle Properties, Inc. 2
Overview
The Company
Equity LifeStyle Properties, Inc. (“ELS”, “we”, ‘us”, “our” or the Maryland corporation to continue the property operations, business
and operated properties since 1969. We have been a public company investment trust, or a REIT, for U.S. federal income tax purposes commencing
We are a fully integrated owner and operator of lifestyle-oriented areas, or sites, with access to utilities for placement of factory
Customers may lease individual sites or enter right-to-use contracts stays. As of July 18, 2011, we owned or had an ownership interest
States and Canada containing 123,065 residential sites. These Properties This Supplemental Package was prepared to provide (1) certain
ended June 30, 2011 and 2010, (2) details of the Company’s guidance about the Acquisition.
On May 31, 2011, through our operating partnership, we manufactured home communities (the “Acquisition Properties”) containing
states and certain manufactured homes and loans secured by manufactured purchase price of $1.43 billion (the “Acquisition”).
On July 1, 2011, we closed on 35 Acquisition Properties and October 1, 2011. Please refer to pages 17 — 19 of this supplemental
of the Acquisition. Additional details on the Acquisition can be found 2011 and July 1, 2011.
Certain statements made within this Supplemental Package meaning of the Private Securities Litigation Reform Act of 1995. When
“intend,” “may be” and “will be” and similar words or phrases, or intended to identify forward-looking statements and may include,
expectations, goals or intentions regarding the future, statements Acquisition and the expected effect of the Acquisition on the Company
assumptions, risks and uncertainties, including, but not limited to: — the Company’s ability to control costs, real estate market conditions,
sites by customers and its success in acquiring new customers — the Company’s ability to maintain historical rental rates and
Company may acquire; — the Company’s assumptions about rental and home sales
— the Company’s assumptions and guidance concerning 2011 — in the age-qualified Properties, home sales results could
existing residences as well as by financial, credit and capital — results from home sales and occupancy will continue to
manufactured home financing and competition from alternative — impact of government intervention to stabilize site-built single
— the completion of the Acquisition in its entirety and future acquisitions, thereto and the Company’s estimates regarding the future
— the Company’s inability to secure the contemplated debt Acquisition on favorable terms or at all and the timing with
— unanticipated costs or unforeseen liabilities associated with — ability to obtain financing or refinance existing debt on favorable
— the effect of interest rates; — the dilutive effects of issuing additional securities;
— the effect of accounting for the sale of agreements to Codification Topic “Revenue Recognition;” and
— other risks indicated from time to time in the Company’s filings These forward-looking statements are based on management’s
any projection or forecast, these statements are inherently susceptible under no obligation to, and expressly disclaims any obligation to, update
such changes, new information, subsequent events or otherwise. “Company”) (NYSE:ELS) was formed in December 1992 as a
objectives and acquisition strategies of an entity that had owned since 1993 and have elected to be taxed as a real estate
with our taxable year ended December 31, 1993. properties (“Properties”). We lease individual developed
factory-built homes, cottages, cabins or recreational vehicles (“RVs”). providing the customer access to specific Properties for limited
in a portfolio of 342 Properties located throughout the United are located in 30 states and British Columbia.
operational information about the Company for the periods assumptions for the remainder of 2011 and (3) information
entered into purchase agreements to acquire a portfolio of 76 31,167 sites on approximately 6,500 acres located in 16
homes located at the Acquisition Properties for a stated expect to close on the remainder of the Acquisition on or before
package for details on the conditions to closing on the remainder in the Company’s Current Reports on Form 8-K filed May 31,
may include certain “forward-looking statements” within the used, words such as “anticipate,” “expect,” “believe,” “project,”
the negative thereof, unless the context requires otherwise, are without limitation, information regarding the Company’s
regarding the anticipated closing of the Company’s pending Company. These forward-looking statements are subject to numerous
the actual rate of decline in customers, the actual use of at its Properties (including those that it may acquire);
occupancy with respect to Properties currently owned or that the markets;
estimated net income and funds from operations; be impacted by the ability of potential homebuyers to sell their
markets volatility; be impacted by local economic conditions, lack of affordable
housing options, including site-built single-family housing; family housing and not manufactured housing;
if any, the timing and effective integration with respect performance of the Acquisition Properties;
financings to fund a portion of the stated purchase price of the respect thereto;
the Acquisition; terms or at all;
customers representing a right-to-use the Properties under the with the Securities and Exchange Commission.
present expectations and beliefs about future events. As with to uncertainty and changes in circumstances. The Company is
or alter its forward-looking statements whether as a result of


 

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Equity LifeStyle Properties, Inc. 3
Table of Contents
Quarters and Six Months Ended June 30, 2011 and 2010
Consolidated Income from Property Operations Core Income from Property Operations
Income from Rental Operations
Guidance
2011 Guidance 2011 Core Guidance Assumptions
Third Quarter 2011 Guidance Fourth Quarter 2011 Guidance
Core Growth Assumptions — Second Half of 2011 2011 Acquisition Assumptions
Other
2011 As If the Acquisition Occurred on January 1, 2011 2011 Acquisition Properties — Income from Property Operations
2011 Acquisition Properties Non—GAAP Financial Measures
Page
4 5
6 7
8 9
10 11
12 14
16 17
20


 

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Equity LifeStyle Properties, Inc. 4
Consolidated Income from Property Operations 1) See July 18, 2011 ELS press release for a complete Consolidated
Company includes in property operating revenues are also Operations. Property operating expenses above include the
taxes and sales and marketing, gross that each appear on 2) Resort base rental income is comprised of the following (in
(In $US Millions) Quarter Ended
30-Jun-11 Community base rental income $66.4
Resort base rental income (2) 29.3 Right-to-use annual payments 12.6
Right-to-use contracts current period, gross 4.9 Utility and other income 12.4
Property operating revenues 125.6 Property operating expenses 58.9
Income from property operations $66.7 Quarter Ended
30-Jun-11 Annual $20.7
Seasonal 2.6 Transient 6.0
(1) Statement of Operations. The line items that the
individually included in our Consolidated Statement of captions property operating and maintenance, real estate
our Consolidated Statement of Operations. millions):
Quarter Ended Six Months Ended Six Months Ended 30-Jun-10 30-Jun-11 30-Jun-10
$64.6 $132.6 $129.0 28.5 65.7 65.4
12.9 24.6 25.1 5.7 8.7 10.6
11.9 25.5 24.9 123.6 257.1 255.0
58.9 113.5 113.9 $64.7 $143.6 $141.1
Quarter Ended Six Months Ended Six Months Ended 30-Jun-10 30-Jun-11 30-Jun-10
$19.8 $41.0 $39.3 2.5 14.2 15.0
6.2 10.5 11.1


 

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Equity LifeStyle Properties, Inc. 5
Core (1) Income from Property Operations 1) 2011 Core properties include properties we expect to own
management expenses and the GAAP deferral of right to use 2) Calculations prepared using unrounded numbers.
3) Resort base rental income is comprised of the following (in 4) Excluding right-to-use contracts, property operating revenues
six months ended June 30, 2011, respectively. The reduction Company’s introduction of low-cost membership products in
higher initial upfront payments. Most of the right-to-use memberships.
5) Excluding sales and marketing expenses, property operating quarter and six months ended June 30, 2011, respectively
reduced commissions as a result of reduced high-cost right (In $US Millions)
Quarter Ended Quarter Ended 30-Jun-11 30-Jun
Community base rental income $66.4 $64.6 Resort base rental income (3) 29.1
Right-to-use annual payments 12.6 Right-to-use contracts current period, gross 4.9
Utility and other income 12.4 Property operating revenues (4) 125.4
Property operating expenses (5) 58.5 Income from property operations $66.9 $64.7
Quarter Ended Quarter Ended 30-Jun-11 30-Jun
Annual $20.6 $19.8 Seasonal 2.5
Transient 6.0 and operate during all of 2010 and 2011. Excludes property
contract upfront payments and related commissions, net. millions):
would have increased 2.3% and 1.5% for the quarter and in entry of right-to-use contracts in 2011 is due to the
the spring of 2010 and the phase-out of memberships with contract revenue in 2011 is from upgrades of existing
expenses would have increased 0.3% and 0.5% for the respectively. The decrease in sales and marketing expenses is due to
right-to-use contracts activity described in footnote (4) above. % Six Months Ended Six Months Ended %
Jun-10 Change (2) 30-Jun-11 30-Jun-10 Change (2) 2.8% $132.6 $129.0 2.8%
28.5 2.3% 65.5 65.4 0.1% 12.9 -2.5% 24.5 25.1 -2.3%
5.7 -14.5% 8.7 10.6 -18.0% 11.9 4.5% 25.5 24.8 2.7%
123.6 1.5% 256.8 254.9 0.7% 58.9 -0.6% 112.9 113.8 -0.9%
3.4% $143.9 $141.1 2.0%


 

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Equity LifeStyle Properties, Inc. 6
Income from Rental Operations 1) For the quarter and six months ended June 30, 2011, approximately
included in Community base rental income in the Income and six months ended June 30, 2010, approximately
Community base rental income in the Consolidated remainder of the Income from rental operations activity is
our Consolidated Statement of Operations. (In $US Millions)
Quarter Ended
30-Jun Manufactured homes:
New Home $2.9 Used Home
Rental operations revenues (1) Rental operations expense
Depreciation Income from rental operations $4.9
Net basis in new manufactured home rental units as of: $65.7 Net basis in used manufactured home rental units as of: $24.7
Number of occupied rentals — new, end of period Number of occupied rentals — used, end of period
$5.1 million and $9.8 million, respectively, are from Property Operations table on page 4. For the quarter
$3.6 million and $7.0 million, respectively, are included in Income from Property Operations table on page 4. The
included in the caption “Ancillary services revenues, net” on


 

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Equity LifeStyle Properties, Inc. 7
2011 Guidance — Selected Financial Data The Company’s guidance acknowledges the existence of volatile
guidance assumptions. Factors impacting 2011 guidance include, within the portfolio; (ii) yield management on our short-term resort
community and resort sites; (iv) scheduled or implemented rate (v) occupancy changes; (vi) our ability to retain and attract
completion of the Acquisition in its entirety and on the schedule financing to fund the Acquisition, (ix) transaction costs associated
operate the Acquisition Properties in accordance with our estimates 1) Each line item represents the mid-point of a range of possible
the most likely outcome. The first six months of the ELS FFO per share, Net Income and Net Income per share could
our assumptions are incorrect. 2) See page 8 for Core growth assumptions. Amount represents
million multiplied by an estimated growth rate of 3.1%. 3) 2011 acquisitions guidance makes certain assumptions about
approvals and the closing of new mortgage financing. There actual timing. See page 12 for 2011 Acquisition assumptions
4) See page 20 for definition of FFO. 5) Due to the uncertain timing and extent of right to use upfront
could differ materially from expected net income. 6) Estimate includes all common shares and Series B preferred
1,425,517 additional common shares and 1,453,793 additional October 1, 2011. The timing of the share issuances are
page 17 for the timing of anticipated closings and the status 7) Amount represents the Company’s estimate of costs for the
debt defeasance costs, $2.0 million of transfer tax, $3.5 million costs such as title insurance and preparation and review of
(In $US Millions, except per share data) Income from Property Operations — 2011 Core (2)
Income from Property Operations — Acquisition properties Property Management and general and administrative
Other Income and Expenses Financing Costs and Other
Funds from Operations (FFO), excluding transaction costs (4) 2011 Acquisition Transaction Costs (7)
Funds from Operations (FFO) (4) Depreciation on Real Estate and Other
Deferral of right-to-use contract sales revenue and commission (Income) Loss allocated to OP Units and ELS Series B preferred
Net Income (Loss) Available to Common Shares (5) Net Income Per Common Share — Fully Diluted
FFO Per Share, excluding transaction costs — Fully Diluted FFO Per Share — Fully Diluted
Weighted Average Shares Outstanding — Fully Diluted (6) (1)
economic conditions, which may impact our current but are not limited to the following: (i) the mix of site usage
sites; (iii) scheduled or implemented rate increases on increases of annual payments under right-to-use contracts,
customers renewing or entering right-to-use contracts, (vii) assumed, (viii) ability to close on $250 million of secured
with the Acquisition, and (x) our ability to integrate and estimates.
outcomes and reflects management’s best estimate of 2011 guidance is based on historical results. Actual FFO,
vary materially from amounts presented above if any of 2010 Core Income from property operations of $276.3
the timing of the Acquisition, mortgage debt assumption can be no assurances that our estimates will reflect
assumptions. payments and the resulting deferrals, actual income
shares issued as of July 1, 2011 and assumes Series B preferred shares will be issued on or before
dependent on the timing of the Acquisition closings. See of debt assumption closing conditions.
Acquisition, including approximately $12 million of seller’s in professional fees and $3.5 million in due diligence
reports related to title, survey, zoning and environmental


 

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Equity LifeStyle Properties, Inc. 8
2011 Core (1) Guidance Assumptions 1) 2011 Core properties include properties we expect to
property management expenses and the GAAP deferral commissions, net.
2) Management’s estimate of the growth of the 2011 Core the mid-point of a range of possible outcomes. The first
3) Resort base rental income is comprised of the following (In $US Millions)
Year ended 12/31/2010
Community Base Rental Income $259.3 Resort Base Rental Income (3) 129.2
Right to Use Annual Payments Right to Use Contracts
Utility and Other Income Property Operating Revenues 506.1
Property Operating Expenses (229.8) Income from Property Operations $276.3
Year ended 12/31/2010
Annual $79.8 Seasonal
Transient - Income from Property Operations
own and operate during all of 2010 and 2011. Excludes of right to use contract upfront payments and related
in 2011 compared to actual 2010 performance. Represents six months of growth factors is based on historical results.
(in millions): 2011 Growth
Factors (2) 2.7%
0.8% 49.8 -1.2%
19.5 -5.8% 48.3 1.9%
1.3% -0.5%
3.1% 2011 Growth
Factors (2) 4.0%
21.6 -6.0%
27.8 -3.3%


 

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Equity LifeStyle Properties, Inc. 9
Third Quarter 2011 Guidance (In $US Millions, except per share data)
Income from Property Operations — 2011 Core (2) Income from Property Operations — Acquisition properties
Property Management and general and administrative Other Income and Expenses
Financing Costs and Other Funds from Operations (FFO), excluding transaction costs (4)
2011 Acquisition Transaction Costs (7) Funds from Operations (FFO) (4)
Depreciation on Real Estate and Other Deferral of right-to-use contract sales revenue and commission
(Income) Loss Allocated to OP Units and ELS Series B preferred Net Income (Loss) Available to Common Shares (5)
Net Income (Loss) Per Common Share — Basic and Fully Diluted FFO Per Share, excluding transaction costs — Fully Diluted
FFO Per Share — Fully Diluted Weighted Average Shares Outstanding — Basic
Weighted Average Shares Outstanding — Fully Diluted (6) 1) Each line item represents the mid-point of a range of possible
the most likely outcome. Actual FFO, FFO per share, Net amounts presented above if any of our assumptions are
2) See page 11 for 2011 Core growth assumptions. Amount $68.2 million multiplied by an estimated growth rate of 5.
3) 2011 acquisitions guidance makes certain assumptions approvals and the closing of new mortgage financing. There
timing. See page 12 for 2011 Acquisition assumptions. 4) See page 20 for definition of FFO.
5) Due to the uncertain timing and extent of right to use upfront differ materially from expected net income.
6) Estimate includes all common shares and Series B preferred additional common shares will be issued during the quarter
issuances are dependent on the timing of the Acquisition and the status of debt assumption closing conditions.
7) See footnote (11) on page 15 for details on 2011 estimated our estimate of the costs to be incurred in this quarter based
8) As a result of the estimated Net loss available for Common newly issued shares of Series B Preferred Stock are considered
the computation of the Net Loss Per Common Share — Basic The Company’s guidance acknowledges the existence of volatile
guidance assumptions. Factors impacting 2011 guidance include, within the portfolio; (ii) yield management on our short-term resort
community and resort sites; (iv) scheduled or implemented rate (v) occupancy changes; (vi) our ability to retain and attract
completion of the Acquisition in its entirety and on the schedule financing to fund the Acquisition, (ix) transaction costs associated
operate the Acquisition Properties in accordance with our estimates - Selected Financial Data (1)
ELS 2011 2011 Guidance Acquisitions (3) Total
$71.8 $ — $71.8 - 15.1 15.1
(14.5) (1.4) (15.9) 4.0 1.5 5.5
(25.1) (5.2) (30.3) 36.2 10.0 46.2
- (15.7) (15.7) 36.2 (5.7) 30.5
(17.6) (15.4) (33.0) (5) (2.2) — (2.2)
(1.7) 2.2 0.5 $14.7 $ (18.9) $ (4.2)
(8) $ (0.12) $1.07
$0.71 31.0 7.1 38.1
35.7 7.3 43.0 outcomes and reflects management’s best estimate of
Income and Net Income per share could vary materially from incorrect.
represents 2010 Core income from property operations of         .4%.
about the timing of the Acquisition, mortgage debt assumption can be no assurances that our estimates will reflect actual
payments and the resulting deferrals, actual income could shares issued as of July 1, 2011 and assumes 1,155,172
ended September 30, 2011. The timing of the share closings. See page 17 for the timing of anticipated closings
transaction costs of $21 million. Amount above represents on the timing of closings expect to occur this quarter.
Shares, both the Company’s common OP Units and the anti-dilutive, and therefore both were excluded from
and Fully Diluted. economic conditions, which may impact our current
but are not limited to the following: (i) the mix of site usage sites; (iii) scheduled or implemented rate increases on
increases of annual payments under right-to-use contracts, customers renewing or entering right-to-use contracts, (vii)
assumed, (viii) ability to close on $250 million of secured with the Acquisition, and (x) our ability to integrate and
estimates.


 

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Equity LifeStyle Properties, Inc. 10
Fourth Quarter 2011 Guidance 1) Each line item represents the mid-point of a range of possible
the most likely outcome. Actual FFO, FFO per share, Net amounts presented above if any of our assumptions are
2) See page 11 for Core growth assumptions. Amount represents million multiplied by an estimated Core growth rate of 2.8
3) 2011 acquisitions guidance makes certain assumptions approvals and the closing of new mortgage financing. There
timing. See page 12 for 2011 Acquisition assumptions. 4) See page 20 for definition of FFO.
5) Due to the uncertain timing and extent of right to use upfront differ materially from expected net income.
6) Estimate includes all common shares and Series B preferred common shares and 1,453,793 Series B preferred shares
The timing of the share issuances are dependent on the of anticipated closings and the status of certain closing conditions,
7) See footnote (11) on page 15 for details on 2011 estimated our estimate of the costs to be incurred in this quarter based
8) As a result of the estimated Net loss available for Common newly issued shares of Series B Preferred Stock are considered
the computation of the Net Loss Per Common Share — Basic (In $US Millions, except per share data)
Income from Property Operations — 2011 Core (2) Income from Property Operations — Acquisition properties
Property Management and general and administrative Other Income and Expenses
Financing Costs and Other Funds from Operations (FFO), excluding transaction costs (4)
2011 Acquisition Transaction Costs (7) Funds from Operations (FFO) (4)
Depreciation on Real Estate and Other Deferral of right-to-use contract sales revenue and commission
(Income) Loss Allocated to OP Units and ELS Series B preferred Net Income (Loss) Available to Common Shares (5)
Net Income (Loss) Per Common Share — Basic and Fully Diluted FFO Per Share, excluding transaction costs — Fully Diluted
FFO Per Share — Fully Diluted Weighted Average Shares Outstanding — Basic
Weighted Average Shares Outstanding — Fully Diluted (6) The Company’s guidance acknowledges the existence of volatile
guidance assumptions. Factors impacting 2011 guidance include, within the portfolio; (ii) yield management on our short-term resort
community and resort sites; (iv) scheduled or implemented rate (v) occupancy changes; (vi) our ability to retain and attract
completion of the Acquisition in its entirety and on the schedule financing to fund the Acquisition, (ix) transaction costs associated
operate the Acquisition Properties in accordance with our estimates - Selected Financial Data (1)
outcomes and reflects management’s best estimate of Income and Net Income per share could vary materially from
incorrect. 2010 Core income from property operations of $67
8%. about the timing of the Acquisition, mortgage debt assumption
can be no assurances that our estimates will reflect actual payments and the resulting deferrals, actual income could
shares issued as of July 1, 2011 and assumes 1,425,517 will be issued to Hometown on or before October 1, 2011.
timing of the Acquisition closings. See page 17 for the timing such as due diligence and debt assumption.
transaction costs of $21 million. Amount above represents on the timing of closings expect to occur this quarter.
Shares, both the Company’s common OP Units and the anti-dilutive, and therefore both were excluded from
and Fully Diluted


 

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Equity LifeStyle Properties, Inc. 11
2011 Core (1) Growth Assumptions - (In $US Millions)
Historical 3Q 2010
3Q 2011 Growth
Factors (2) Community Base Rental Income $65.0 2.8%
Resort Base Rental Income (3) 35.8 1.7% Right to Use Annual Payments 12.6 -0.9%
Right to Use Contracts 4.6 11.8% Utility and Other Income 12.4 0.9%
Property Operating Revenues 130.4 2.3% Property Operating Expenses (62.2) -1.1%
Income from Property Operations $68.2 5.4% 1) 2011 Core properties include properties we expect to own
property management expenses and the GAAP deferral commissions, net.
2) Management’s estimate of the growth of the 2011 Core in the mid-point of a range of possible outcomes.
3) Resort base rental income is comprised of the following (in Historical 3Q 3Q 2011 Growth Historical 4Q 4Q 2011 Growth
2010 Factors (2) 2010 Annual $20.2 3.7% $20.4
Seasonal 2.3 -5.0% 4.1 Transient 13.3 0.0% 3.4
Income from Property Operations Historical 4Q
2010 4Q 2011
Growth Factors (2)
2nd half ended
12/31/2010 2nd half
2011 Growth
Factors (2) $65.3 2.6% $130.3 2.7%
27.9 1.0% 63.7 1.4% 12.2 0.5% 24.8 -0.2%
4.3 5.7% 8.9 8.9% 11.0 0.9% 23.4 0.9%
120.7 2.0% 251.1 2.1% (53.7) 0.9% (115.9) -0.2%
$67.0 2.8% $135.2 4.1% and operate during all of 2010 and 2011. Excludes
of right to use contract upfront payments and related 2011 compared to actual 2010 performance. Represents
millions): 2nd half ended 2nd half 2011
Factors (2) 12/31/2010 Growth Factors (2) 3.8% $40.6 3.7%
-5.2% 6.4 -5.1% -7.8% 16.7 -1.6%


 

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Equity LifeStyle Properties, Inc. 12
(In $US Millions) Community base rental income
Resort base rental income Utility income and other property income
Property operating revenues Property operating expenses
Income from property operations (2) Property management and general and administrative (3)
Other income and expenses (4) Financing costs and other (5)
Depreciation on real estate and other (6) (1)
Six Months Third Quarter Fourth Quarter Ended
2011 2011 12/31/2011 $21.3 $34.6 $55.9
- 0.2 0.2 2.0 3.0 5.0
23.3 37.8 61.1 8.2 12.6 20.8
$15.1 $25.2 $40.3 $1.4 $1.8 $3.2
1.5 2.0 3.5 5.2 10.7 15.9
15.4 25.9 41.3 2011 Acquisition Assumptions
See page 13 for footnotes to this table


 

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Equity LifeStyle Properties, Inc. 13
2011 Acquisition Assumption Footnotes 1) Each line item represents our estimate of the mid-point of
also makes certain assumptions about the timing of the closing of new mortgage financing. There can be no assurances
2) Estimates above were based on 2011 budgets provided expenses. Seller’s budgets may not be reflective of the Company’s
and amount of actual income from property operations as income from property operations includes 35 Acquisition
Properties that we expect to acquire during the third quarter property operations includes 35 Acquisition Properties acquired
expect to acquire on or before October 1, 2011. 3) As reported in ELS’ Current Report on Form 8-K filed on
incremental property management expenses associated annual incremental general and administrative expenses
million for a total of annual incremental overhead cost overhead costs for the quarter ended September 30, 2011
rated for the number and timing of closings expected to overhead costs for the quarter ended December 31, 2011
by four as our guidance assumes we will complete the Acquisition 4) The Company’s Current Report on Form 8-K filed on May
certain operating expenses for the Hometown 3-14 Properties 31, 2010. The audited revenues include $8.7 million of
located at such properties. Our estimated other income and September 30, 2011 was based on the annual interest income
and timing of closings expected to occur during the third to the Acquisition for the quarter ended December 31,
divided by four as our guidance assumes we will complete quarters also include some adjustments for anticipated rental
statements. 5) Financing Costs and Other assumes (in millions):
Interest expense on mortgages assumed before or during the quarter Amortization of note premium on assumed mortgages
Interest expense on new secured mortgages funded before or during the quarter 1.1 3.2 Interest expense on $200 million Term Loan funded July 1, 2011 1.7
Amortization of costs to incur or originate debt above Total
(6) As reported in ELS’ Current Report on Form 8-K filed depreciation of the acquired real estate of approximately
an intangible asset for in-place leases of approximately estate is on a straight-line basis using a 30-year estimated
estimated depreciation on real estate and other related to was based on the annual depreciation amount of $104
expected to occur during the third quarter. Our estimated Acquisition portfolio for the quarter ended December 31,
divided by four as our guidance assumes we will complete a possible range of outcomes. 2011 acquisition guidance
Acquisition, mortgage debt assumption approvals and the that our estimates will be reflected in actual results.
to us by the seller and exclude property management accounting policies, which may impact the timing
compared to seller’s budgets. Estimated third quarter 2011 Properties acquired July 1, 2011 and 23 Acquisition
of 2011. Estimated fourth quarter 2011 income from July 1, 2011 and 41 Acquisition Properties that we
May 31, 2011, the Company has estimated that its annual with the Acquisition are approximately $5.8 million and its
associated with the Acquisition are approximately $1.6 of approximately $7.4 million. Our estimated incremental
was based on the annual amount of $7.4 million and proto occur during the third quarter. Our estimated incremental
was based on the annual amount of $7.4 million and divided on or before October 1, 2011.
31, 2011 contains audited statements of revenues and (as defined in such 8-K) for the year ended December
interest income from loans secured by manufactured homes expenses related to the Acquisition for the quarter ended
amount of $8.7 million and pro-rated for the number quarter. Our estimated other income and expenses related
2011 was based on the annual amount of $8.7 million and the Acquisition on or before October 1, 2011. Both
operations activity that was excluded from the audited 3rd Qtr 2011 4th Qtr 2011
$2.9 $7.3 (0.6) (1.8)
1.7 0.1 0.3
$5.2 $10.7 on May 31, 2011, the Company has estimated annual
$24 million and estimated annual amortization expenses of $80 million for a total of $104 million. Depreciation of real
life and in-place leases are amortized over one year. Our the Acquisition for the quarter ended September 30, 2011
million and pro-rated for the number and timing of closings depreciation on real estate and other related to the
, 2011 was based on the annual amount of $104 million and the Acquisition on or before October 1, 2011.


 

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Equity LifeStyle Properties, Inc. 14
2011 As If Acquisition Occurred 1/1/2011 (In $US Millions, except per share data)
Income from Property Operations — 2011 Core (2) Income from Property Operations — Acquisition properties (3)
Property Management and general and administrative Other Income and Expenses
Financing Costs and Other Funds from Operations (FFO), excluding transaction costs (4)
2011 Acquisition Transaction Costs (11) Funds from Operations (FFO) (4)
Depreciation on Real Estate and Other Deferral of right-to-use contract sales revenue and commission, net
(Income) Loss Allocated to OP Units and ELS Series B preferred Net Income (Loss) Available to Common Shares (5)
Net Income (Loss) Per Common Share — Basic and Fully Diluted FFO Per Share, excluding transaction costs — Fully Diluted
FFO Per Share — Fully Diluted Weighted Average Shares Outstanding — Basic
Weighted Average Shares Outstanding — Fully Diluted (6) See page 15 for footnotes to this table.
The Company’s table below and our estimates of the performance the Acquisition on January 1, 2011 acknowledges the existence
guidance assumptions. Factors impacting the estimates on the site usage within the portfolio; (ii) yield management on our
increases on community and resort sites; (iv) scheduled or implemented contracts, (v) occupancy changes; (vi) our ability to retain and
(vii) transaction costs associated with the Acquisition, and (viii) in accordance with our estimates.
(1) ELS 2011 2011
Guidance Acquisitions (3) Total $284.7 $ — $284.7
- 101.6 101.6 (56.9) (7.4) (7) (64.3)
10.2 8.4 (8) 18.6 (101.1) (43.5) (9) (144.6)
136.9 59.1 196.0 - (21.0) (21.0)
136.9 38.1 175.0 (70.3) (104.0) (10) (174.3)
(5) (7.8) — (7.8) (6.9) 7.8 0.9
$51.9 $ (58.1) $ (6.2) (12) $ (0.18)
$4.34 $3.87
31.0 7.8 38.8 35.7 9.5 45.2
of the 2011 Acquisition “as if” the Company had completed of volatile economic conditions, which may impact ELS 2011
table include, but are not limited to the following: (i) the mix of short-term resort sites; (iii) scheduled or implemented rate
rate increases of annual payments under right-to-use attract customers renewing or entering right-to-use contracts,
our ability to integrate and operate the Acquisition Properties


 

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Equity LifeStyle Properties, Inc. 15
2011 As If Acquisition Occurred 1/1/2011 Footnotes 1) Each line item represents the mid-point of a range of possible
the most likely outcome. The first six months of the ELS FFO per share, Net Income and Net Income per share could
our assumptions are incorrect. 2011 Acquisitions column on January 1, 2011.
2) See page 8 for Core growth assumptions. Amount represents million multiplied by an estimated growth rate of 3.1%.
3) Based on annualizing unaudited historical income from ended June 30, 2011 and not reflective of the Company’s
4) See page 20 for definition of FFO. 5) Due to the uncertain timing and extent of right to use
materially from expected net income. 6) 2011 Acquisitions column assumes the common stock
completed on January 1, 2011 and assumes the issuance Preferred Stock on January 1, 2011 to the seller of the Acquisition
7) As reported in ELS’ Current Report on Form 8-K filed annual incremental property management expenses associated
$5.8 million and its annual incremental general and Properties are approximately $1.6 million for a total of
million. 8) The Company’s Current Report on Form 8-K filed on May
certain operating expenses for the Hometown 3-14 Properties 31, 2010. The audited revenues include $8.7 million of
located at these properties. Our estimated “Other Income some adjustments for anticipated rental operations activity
9) Includes $30.0 million of mortgage interest expense related estimated interest expense of approximately $19.4 million
obtain and the $200 million Term Loan funded July 1, 2011 assume or originate debt of approximately $1.4 million,
premium on mortgages assumed on 34 properties. 10) As reported in ELS’ Current Report on Form 8-K filed
depreciation of the acquired real estate of approximately of an intangible asset for in-place leases of approximately
line basis using a 30-year estimated life and in-place leases 11) Amount represents the Company’s estimate of costs
seller’s debt defeasance costs, $2.0 million of transfer diligence costs such as title insurance and preparation
environmental. 12) As a result of the estimated Net loss available for Common
newly issued shares of Series B Preferred Stock are considered the computation of the Net Loss Per Common Share — Basic
outcomes and reflects managements’ best estimate of 2011 guidance is based on historical results. Actual FFO,
vary materially from amounts presented above if any of assumes that the Acquisition was completed in its entirety
2010 Core Income from property operations of $276.3 property operations provided by seller for the six months
accounting policies. See page 16. sales and the resulting deferrals, actual income could differ
offering completed in June 2011 for 6,037,500 shares was of 1,708,276 common shares and 1,740,000 Series B
Properties. on May 31, 2011, the Company has estimated that its
with the Acquisition Properties are approximately administrative expenses associated with the Acquisition
annual incremental overhead cost of approximately $7.4 31, 2011 contains audited statements of revenues and
(as defined in such 8-K) for the year ended December interest income from loans secured by manufactured homes
and Expenses” primarily includes this interest income and that was excluded from the audited statements.
to the assumed mortgages, the Company’s management on $250 million of secured debt that the Company plans to
and related amortization of estimated costs incurred to offset by approximately $7.3 million of amortization of note
on May 31, 2011, the Company has estimated annual $24.0 million and estimated annual amortization expenses
$80.0 million. Depreciation of real estate is on a straightleases are amortized over one year.
for the Acquisition, including approximately $12 million of tax, $3.5 million in professional fees and $3.5 million in due
and review of reports related to title, survey, zoning and Shares, both the Company’s common OP Units and the
anti-dilutive, and therefore both were excluded from and Fully Diluted.


 

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Equity LifeStyle Properties, Inc. 16
2011 Acquisition Properties — Income from Property Operations 1) All amounts provided by the seller of the Acquisition Properties
results of the Acquisition Properties for the six months ended representative of the performance of the Acquisition Properties
2) Acquisition Core includes 73 Acquisition Properties that were 3) Acquisition Non-Core includes two Acquisition Properties
acquired in May 2011. (In $US Millions, unaudited) Three Months
Ended June 30, 2011
Rental income $34.1 Utility income and other property income
Total property operating revenues — Acquisition Core Total property operating expenses — Acquisition Core
Income from property operations — Acquisition Core (1) Income from property operations — Acquisition Non-Core
(2) Income from property operations — Total $25.4
(1) and exclude property management expenses. Actual
June 30, 2011 reported by the seller may not be once acquired by the Company.
owned during both periods presented. acquired in January 2011 and one Acquisition Property
Three Months Six Months Six Months Ended Ended Ended
June 30, 2010 June 30, 2011 June 30, 2010 $33.8 $68.1 $67.8
3.0 2.9 6.3 6.1 37.1 36.7 74.4 73.9
12.2 12.0 24.3 24.0 24.9 24.7 50.1 49.9
0.5 0.0 0.7 0.0 $24.7 $50.8 $


 

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Equity LifeStyle Properties, Inc. 17
2011 Acquisition Properties The following table sets forth certain information relating to the
categorized according to major markets and was provided to Acquisition Properties on July 1, 2011. The accompanying footnotes
See page 19 for footnotes to this table.
Property Address City
Florida
Audubon 6565 Beggs Road Orlando Beacon Hill Colony 1112 W. Beacon Road Lakeland
Beacon Terrace 2425 Harden Blvd. Lakeland Carefree Village 8000 Sheldon Road Tampa
Cheron Village 13222 SW 9th Court Davie Clover Leaf Farms 900 N. Broad Street Brooksville
Clover Leaf Forest (2) 900 N. Broad Street Brooksville Colony Cove 101 Amsterdam Ave Ellenton
Covington Estates 3400 Glenwick Ct. Saint Cloud Crystal Lakes-Zephyrhills 4604 Lake Crystal Blvd. Zephyrhills
Emerald Lake 24300 Airport Road Punta Gorda Featherock 2200 Highway 60 East Valrico
Foxwood 4705 NW 20th Street Ocala Haselton Village 14 Coral Street Eustis
Heron Cay 1400 90th Avenue Vero Beach Hidden Valley 8950 Polynesian Lane Orlando
Kings & Queens 2808 N. Florida Avenue Lakeland Lake Village 400 Lake Drive Nokomis
Lake Worth Village 4041 Roberts Way #3 Lake Worth Lakeland Harbor 4747 North Road 33 Lakeland
Lakeland Junction 202 E. Griffin Road Lakeland Lakeside Terrace 24 Sunrise Lane Fruitland Park
Orange Lake 15840-32 SR 50 Clermont Palm Beach Colony 2000 N. Congress Avenue West Palm Beach
Parkwood Communities 414 Springlake Road Wildwood Ridgewood Estates 101 Amsterdam Ave Ellenton
Shady Oaks 15777 Bolesta Road Clearwater Shady Village 15777 Bolesta Road Clearwater
Starlight Ranch 6000 East Pershing Ave Orlando Tarpon Glen 1038 Sparrow Lane Tarpon Springs
Vero Palm 1400 90th Avenue Vero Beach Village Green 7300 20th Street Vero Beach
Whispering Pines — Largo 7501 142nd Ave North Largo
Florida Total
76 Acquisition Properties as of June 30, 2011. The table is the Company by the seller. The Company closed on 35
are an integral part of the table.
State ZIP Acres Sites
Annual Site
Occupancy
as of 6/30/11
Annual
Rent
as of 6/30/11
Closing
Schedule (4)
FL 32810 40 280 91.8% 4,668 August 1 (6) FL 33803 31 201 99.0% 4,426 October 1 (7)
FL 33803 55 297 99.3% 4,508 August 1 (6) FL 33615 58 406 93.6% 4,674 July 1 (1)
FL 33325 30 202 90.1% 8,671 July 1 (1) FL 34601 227 780 96.5% 5,061 October 1 (7)
FL 34601 30 277 100.0% 2,940 October 1 (7) FL 34222 538 2,211 86.9% 6,226 August 1 (8)
FL 34772 59 241 92.1% 4,289 July 1 (1) FL 33541 146 318 95.0% 3,412 July 1 (1)
FL 33950 34 201 87.6% 4,313 August 1 (9) FL 33594 84 521 97.7% 4,623 October 1 (7)
FL 34482 56 375 83.5% 4,539 July 1 (1) FL 32726 52 292 98.3% 3,531 August 1 (6)
FL 32966 130 597 84.3% 5,775 October 1 (7) FL 32836 50 303 98.7% 6,099 July 1 (1)
FL 33805 18 107 96.3% 4,530 July 1 (1) FL 34275 65 391 95.1% 6,470 September 1(7)
FL 33463 117 826 77.6% 6,906 October 1 (7) FL 33805 65 504 99.8% 4,234 August 1 (6)
FL 33805 23 193 97.4% 3,569 July 1 (1) FL 34731 39 241 98.3% 3,656 July 1 (1)
FL 34711 38 242 95.0% 4,532 July 1 (1) FL 33409 48 285 89.5% 5,345 August 1 (9)
FL 34785 121 695 96.0% 3,065 July 1 (1) FL 34222 77 381 98.2% 3,943 October 1 (7)
FL 33760 31 250 94.4% 5,475 July 1 (1) FL 33760 19 156 94.9% 5,677 July 1 (1)
FL 32822 130 783 79.7% 5,792 July 1 (1) FL 34689 24 170 88.2% 5,305 July 1 (1)
FL 32966 64 285 82.5% 5,353 October 1 (7) FL 32966 174 781 84.1% 6,381 August 1 (6)
FL 33771 55 392 85.7% 6,001 October 1 (7) 2,727 14,184 90.4% 5,207


 

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Equity LifeStyle Properties, Inc. 18
2011 Acquisition Properties (continued) See page 19 for footnotes to this table.
Property Address City
Northeast
Stonegate Manor 1 Stonegate Drive North Windham The Glen 31 Leisurewoods Norwell
Hillcrest 31 Leisurewoods Rockland Fernwood 1901 Fernwood Drive Capitol Heights
Williams Estates & Peppermint Woods 3300 Eastern Blvd Middle River Pine Ridge at Crestwood 2 Fox Street Whiting
The Woodlands 6237 South Transit Lockport Greenbriar Village 63A Greenbriar Drive Bath
Lil Wolf 3411 Li’l Wolf Drive Orefield Mountain View — PA 4 East Zimmer Drive Walnutport
Regency Lakes 108 Chamberlain Court Winchester
Northeast Total
West
Apache East 3500 S. Tomahawk Apache Junction Denali Park 3405 S. Tomahawk Apache Junction
Sunshine Valley 1650 S. Arizona Avenue Chandler Westpark 2501 W WickenburgWay Wickenburg
Los Ranchos 20843 Waalew Road Apple Valley Mountain View — NV 148 Day Street Henderson
West Total
Other Midwest / ID
Coach Royal 8597 W. Irving Lane Boise Maple Grove 8597 W. Irving Lane Boise
Shenandoah Estates 5603 Bullrun Lane Boise WestMeadow Estates 120 West Driftwood Boise
Hoosier Estates 830 Campbell Street Lebanon North Glen Village 18200 US 31 N #292 Westfield
Rockford Riverview Estates 135 Highview Road Rockford Rosemount Woods 13925 Bunratty Ave Rosemount
Cedar Knolls 12571 Garland Ave Apple Valley Cimarron Park 901 Lake Elmo Ave N Lake Elmo
Buena Vista 4301 El Tora Boulevard Fargo Meadow Park 3220 12th Ave North Fargo
Other Midwest / ID Total
Michigan
Avon 2889 Sandpiper Rochester Hills Chesterfield 49900 Fairchild Road Chesterfield
Clinton 38129 Deacroix Clinton Township Cranberry Lake 9620 Highland Road White Lake
Ferrand Estates 2680 44th Street Wyoming Grand Blanc 8225 Embury Road Grand Blanc
Holly Hills 16181 Lancaster Way Holly Lake in the Hills 2700 Shimmons Road Auburn Hills
Macomb 45301 Chateau Thierry Blvd. Macomb Novi 41875 Carousel Street Novi
Old Orchard 10500 Lapeer Road Davison Royal Estates 8300 Ravine Road Kalamazoo
Swan Creek 6988 McKean Ypsilanti Westbrook 45013 Catalpa Macomb
Michigan Total
Grand Total
State ZIP Acres Sites
Annual Site
Occupancy as
of 6/30/11
Annual
Rent
as of 6/30/11
Closing
Schedule (4)
CT 06256 114 372 94.9% 4,980 July 1 (1) MA 02370 24 36 100.0% 7,159 August 1 (10)
MA 02370 19 83 90.4% 6,647 August 1 (10) MD 20743 40 329 93.3% 5,514 October 1 (7)
MD 21200 121 804 96.0% 6,421 August 1 (6) NJ 08759 188 1,035 89.6% 4,953 August 1 (6)
NY 14094 225 1,183 88.1% 5,203 August 1 (5) PA 18014 63 319 98.1% 6,445 October 1 (7)
PA 18069 56 271 97.4% 6,326 October 1 (7) PA 18088 45 189 93.7% 5,146 August 1 (6)
VA 22603 165 523 88.3% 5,098 July 1 (1) 1,060 5,144 91.9% 5,527
AZ 85219 17 123 98.4% 4,824 July 1 (1) AZ 85219 33 162 75.3% 4,627 July 1 (1)
AZ 85286 55 380 86.8% 5,375 September 1 (7) AZ 85390 48 188 97.3% 6,137 July 1 (1)
CA 92307 30 389 95.6% 6,165 October 1 (7) NV 89074 67 352 94.3% 8,382 August 1 (6)
250 1,594 91.6% 6,247 ID 83704 12 91 72.5% 4,704 July 1 (1)
ID 83704 38 270 70.7% 4,764 July 1 (1) ID 08081 24 154 97.4% 5,510 October 1 (7)
ID 83713 29 179 93.9% 5,328 October 1 (7) IN 46052 60 288 92.4% 3,491 October 1 (7)
IN 46074 88 289 82.7% 4,572 October 1 (7) MN 55373 88 428 83.9% 4,176 August 1 (6)
MN 55068 50 182 95.6% 6,394 July 1 (1) MN 55124 93 458 85.6% 6,852 August 1 (8)
MN 55042 230 505 86.3% 6,960 August 1 (8) ND 58103 76 400 95.0% 4,512 August 1 (9)
ND 58102 17 117 90.6% 3,480 August 1 (6) 804 3,361 87.1% 5,254
MI 48309 83 617 73.4% 6,521 July 1 (1) MI 48051 78 345 71.3% 5,851 July 1 (1)
MI 48038 161 1,000 52.3% 5,631 October 1 (3) MI 48386 54 328 79.6% 6,370 July 1 (1)
MI 49519 80 420 75.7% 5,448 August 1 (6) MI 48439 221 478 46.7% 5,435 July 1 (1)
MI 48442 198 242 62.8% 4,753 July 1 (1) MI 48326 51 238 84.9% 5,791 July 1 (1)
MI 48044 400 1,426 56.9% 5,665 July 1 (1) MI 48377 118 725 56.0% 5,780 July 1 (1)
MI 48423 41 200 70.5% 5,286 July 1 (1) MI 49009 63 183 82.0% 4,817 July 1 (1)
MI 48197 59 294 86.1% 5,576 July 1 (1) MI 48044 79 388 93.6% 6,318 July 1 (1)
MI Total 1,686 6,884 65.4% 5,764
6,526 31,167 84.8% 5,423


 

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Equity LifeStyle Properties, Inc. 19
2011 Acquisition Properties Footnotes 1) Property acquired on July 1, 2011.
2) This property is a resort property with 146 annual sites. 3) The terms of the purchase agreement for the Acquisition
result of underwriting issues related to this property, the would be deemed terminated but also agreed that the Company
December 31, 2011. The Company is continuing to estimates assume that the Company will acquire this property
acquire this property. 4) In addition to the debt—related assumptions issues highlighted
customary closing conditions and due diligence. 5) Closing subject to completing loan assumption. The Company’s
yet approved by lender. 6) Closing subject to completing loan assumption. Lender
is in progress. 7) Closing subject to completing loan assumption. Lender
lender due diligence and underwriting are not complete. 8) Closing subject to completing loan assumption. Lender
document negotiation is in progress. 9) Closing subject to seller defeasing existing debt. Seller
closing date. 10) Property is currently unencumbered and closing date has
provided for a July 1, 2011 closing for this property. As a parties agreed that the Company’s acquisition of the property
may reinstate the acquisition at any time on or before perform due diligence on the property. All 2011 guidance
property. There can be no assurance that the Company will in footnotes 5 — 10, all future closings are subject to
request for modification of certain loan terms is not has verbally approved the assumption, document negotiation
has acknowledged request for assumption approval, however has delivered written conditional approval of assumption,
is actively working with lender to defease on the scheduled been agreed to by the Company and seller.


 

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Equity LifeStyle Properties, Inc. 20
Non—GAAP Financial Measures Funds from Operations (“FFO”) — a non-GAAP financial measure
Board of Governors of the National Association of Real Estate measure of performance for an equity REIT. While FFO is a
for equity REITs, it does not represent cash flow from operations considered as an alternative to these indicators in evaluating liquidity
The Company defines FFO as net income, computed in accordance losses from sales of properties, plus real estate related
unconsolidated partnerships and joint ventures. Adjustments calculated to reflect FFO on the same basis. The Company
right-to-use contracts. In accordance with GAAP, the upfront deferred and amortized over the estimated customer life. Although
treatment of nonrefundable right-to-use payments, the Company deferral activity in its calculation of FFO. The Company believes
measures of the performance of an equity REIT. The Company amortization and gains or actual or estimated losses from sales
which may be of limited relevance in evaluating current performance, performance between periods and among other equity REITs
net revenue deferral of upfront non-refundable payments and facilitates the comparison to other equity REITs. Investors should
from operating activities, investing activities and financing performance. The Company computes FFO in accordance
which may not be comparable to FFO reported by other REITs NAREIT definition or that interpret the current NAREIT definition
distribution (“FAD”) is a non-GAAP financial measure. FAD expenditures. Investors should review FFO and FAD, along with
investing activities and financing activities, when evaluating the represent cash generated from operating activities in accordance
distributions and should not be considered as an alternative indication of the Company’s financial performance, or to cash
GAAP, as a measure of the Company’s liquidity, nor is it indicative including its ability to make cash distributions.
measure. The Company believes that FFO, as defined by the Investment Trusts (“NAREIT”), is generally an appropriate
relevant and widely used measure of operating performance or net income as defined by GAAP, and it should not be
or operating performance. with GAAP, excluding gains or actual or estimated
depreciation and amortization, and after adjustments for for unconsolidated partnerships and joint ventures are
receives up-front non-refundable payments from the entry of non-refundable payments and related commissions are
the NAREIT definition of FFO does not address the believes that it is appropriate to adjust for the impact of the
that FFO is helpful to investors as one of several further believes that by excluding the effect of depreciation,
of real estate, all of which are based on historical costs and FFO can facilitate comparisons of operating
REITs. The Company believes that the adjustment to FFO for the expense deferral of right-to-use contract commissions also
review FFO, along with GAAP net income and cash flow activities, when evaluating the Company’s operating
with its interpretation of standards established by NAREIT, that do not define the term in accordance with the current
differently than the Company does. Funds available for is defined as FFO less non-revenue producing capital
GAAP net income and cash flow from operating activities, Company’s operating performance. FFO and FAD do not
with GAAP, nor do they represent cash available to pay to net income, determined in accordance with GAAP, as an
flow from operating activities, determined in accordance with of funds available to fund the Company’s cash needs,