Item 2.02 Results of Operations and Financial Condition
On January 26, 2009, Equity LifeStyle Properties, Inc. (the "Company")
issued a news release announcing its results of operations for the quarter and
year ended December 31, 2008. 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 preliminarily projects its net income per share (fully diluted)
and funds from operations per share (fully diluted) for the year ending
December 31, 2009 to be $0.46 - $0.66 and $3.45 - $3.65, respectively. The
Company preliminarily projects its net income per share (fully diluted) and
funds from operations per share (fully diluted) for the quarter ending March 31,
2009 to be $0.31 - $0.41 and $1.03 - $1.13, respectively.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective February 1, 2009, David Contis will join ELS' Board of Directors,
increasing the total Directors to nine. Mr. Contis is not being named to any
committees of the Board at this time. Mr. Contis has been President of Real
Estate for Equity Group Investments, L.L.C. ("EGI"), a diversified holding
company for real estate and corporate investments of Samuel Zell and the Zell
family trusts, since November 2006. Mr. Contis was Executive Vice President and
Chief Operating Officer of The Macerich Company, a shopping center real estate
investment trust from May 1997 to October 2006. Mr. Contis was employed in
various capacities by Equity Properties & Development L.P. ("EPDLP"), a
subsidiary of EGI, from 1980 to 1997, including Vice Chairman, Executive Vice
President and Chief Operating Officer of EPDLP from 1992 to 1997. Mr. Contis
currently serves on the Board of Directors of BRMalls, Brazil's largest shopping
center company. Mr. Contis was a director of PATT Holding Company, LLC, the
parent entity of Thousand Trails and a subsidiary of Privileged Access, from
January 2008 to August 2008. Mr. Contis was a director and served as a member of
the Board of Directors, Compensation Committee and Audit Committee of Dundee
Realty Corp., a Canadian-based real estate company from 1997 to 2003. In
addition, Mr. Contis was a Trustee of the International Shopping Center Council.
Don Chisholm, a member of our Board of Directors since 1993 has informed
the Board of Directors that he will retire on April 1, 2009, at which time the
Board of Directors will be reduced to eight members.
Effective February 1, 2009, the Company will be separating its asset
management and property management function. Roger Maynard will be our Executive
Vice President - Asset Management and Ellen Kelleher will be our Executive Vice
President - Property Management and continue as Secretary. Michael Berman, our
Executive Vice President and Chief Financial Officer, will add the Company's
legal function to his responsibilities and Marguerite Nader will be our
Executive Vice President - Sales and Marketing.
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:
• 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;
• in the all-age properties, 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;
• in the properties we recently started operating as a result of our
acquisition of Privileged Access and all properties, our ability to control
costs, property market conditions, the actual rate of decline in customers,
the actual use of sites by customers and our success in acquiring new
customers;
• our ability to maintain rental rates and occupancy with respect to
properties currently owned or pending acquisitions;
• our assumptions about rental and home sales markets;
• the completion of pending acquisitions and timing with respect thereto;
• ability to obtain financing or refinance existing debt;
• the effect of interest rates;
• the effect of accounting for the sale of agreements to customers
representing a right-to-use the properties previously leased by Privileged
Access under Staff Accounting Bulletin No. 104, Revenue Recognition in
Consolidated Financial Statements, Corrected; 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
(c) 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 January 26,
2009, "ELS Reports Fourth Quarter Results"