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ELS Reports Second Quarter Results



  ELS Reports Second Quarter Results

                           Strong Core Performance

Business Wire

CHICAGO -- July 22, 2013

Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,”
“us,” and “our”) today announced results for the quarter and six months ended
June 30, 2013. All per share results reflect the two-for-one stock split we
completed on July 15, 2013 and are reported on a fully-diluted basis unless
otherwise noted.

Financial Results for the Quarter Ended June 30, 2013

Normalized Funds from Operations (“Normalized FFO”) increased $4.5 million, or
$0.04 per common share, to $52.3 million, or $0.57 per common share, compared
to $47.8 million, or $0.53 per common share, for the same period in 2012.
Funds from Operations (“FFO”) increased $3.0 million, or $0.03 per common
share, to $50.8 million, or $0.56 per common share, compared to $47.8 million,
or $0.53 per common share, for the same period in 2012. Net income available
for common stockholders increased $15.8 million, or $0.19 per common share, to
$17.9 million, or $0.21 per common share, compared to $2.1 million, or $0.02
per common share, for the same period in 2012.

Portfolio Performance

For the quarter ended June 30, 2013, property operating revenues, excluding
deferrals, increased $5.7 million to $169.5 million compared to $163.8 million
for the same period in 2012. For the six months ended June 30, 2013, property
operating revenues, excluding deferrals, increased $13.4 million to $345.4
million compared to $332.0 million for the same period in 2012. For the
quarter ended June 30, 2013, income from property operations, excluding
deferrals, increased $3.0 million to $94.5 million compared to $91.5 million
for the same period in 2012. For the six months ended June 30, 2013, income
from property operations, excluding deferrals, increased $6.9 million to
$198.7 million compared to $191.8 million for the same period in 2012.

For the quarter ended June 30, 2013, Core property operating revenues
increased approximately 2.7 percent and income from Core property operations
increased approximately 2.8 percent compared to the same period in 2012. For
the six months ended June 30, 2013, Core property operating revenues increased
approximately 2.9 percent and income from Core property operations increased
approximately 2.7 percent compared to the same period in 2012.

The Core portfolio excludes amounts related to 11 manufactured home
communities in Michigan held for disposition which are presented separately as
discontinued operations. We are under contract to sell these communities for a
purchase price of approximately $165.0 million.

Balance Sheet

During the quarter we closed on a $110.0 million loan as part of our
previously announced long-term refinancing plan. This loan is secured by a
portfolio of RV assets, matures in 2023 and bears a stated interest rate of
4.87 percent per annum. During the quarter we paid off three mortgages
totaling $21.5 million with a weighted average interest rate of 5.9 percent
per annum. We paid a $1.4 million premium for the early retirement of two of
these mortgages.

On July 1, 2013, the proceeds from the new loan, along with available cash,
were used to pay off six mortgages with maturity dates in 2015. The retired
loans had an outstanding principal balance of approximately $120.0 million,
with a weighted average interest rate of 5.7 percent per annum. We paid a
$16.4 million premium for the early retirement of these six mortgages. On July
18, 2013, we paid off the mortgage on one manufactured home community, which
was set to mature on July 1, 2020, for approximately $7.8 million with a
stated interest rate of 7.2 percent per annum.

Interest coverage was approximately 2.9 times in the quarter. Our cash balance
as of June 30, 2013, before the previously mentioned July 1st debt repayment,
was approximately $177.9 million. Expanded disclosure on our balance sheet and
debt statistics are included in the tables below.

As of July 22, 2013, we own or have an interest in 383 quality properties in
32 states and British Columbia consisting of 142,682 sites. We are a
self-administered, self-managed real estate investment trust (“REIT”) with
headquarters in Chicago.

A live webcast of our conference call discussing these results will be
available via our website in the Investor Information section at
www.equitylifestyle.com at 10:00 a.m. Central Time on July 23, 2013.

This press 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 and may include, without limitation, information regarding our
expectations, goals or intentions regarding the future, and the expected
effect of our recent 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 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 about rental and home sales markets;
  * our assumptions and guidance concerning 2013 estimated net income, FFO and
    Normalized FFO;
  * our ability to manage counterparty risk;
  * 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;
  * effective integration of recent acquisitions and our estimates regarding
    the future performance of recent acquisitions;
  * 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;” 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. 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.

Tables follow:

 
Second Quarter 2013 - Selected Financial Data
 
(In millions, except per share data (adjusted for stock split), unaudited)
                                                               
                                                                Quarter Ended
                                                                June 30, 2013
Income from property operations - 2013 Core ^(1)                $   94.1
Income from property operations - 2012 Acquisitions ^(2)        0.3
Income from discontinued operations                             3.9
Property management and general and administrative              (17.0      )
Other income and expenses                                       3.6
Financing costs and other                                       (32.6      )
Normalized FFO ^(3)                                             52.3
Change in fair value of contingent consideration asset ^(4)     0.1
Transaction costs                                               (0.2       )
Early debt retirement                                           (1.4       )
FFO ^(3) (5)                                                    $   50.8    
                                                                 
Normalized FFO per share - fully diluted                        $   0.57
FFO per share - fully diluted                                   $   0.56
                                                                 
                                                                 
Normalized FFO ^(3)                                             $   52.3
Non-revenue producing improvements to real estate               (7.2       )
Funds available for distribution (FAD) ^(3)                     $   45.1    
                                                                 
FAD per share - fully diluted                                   $   0.50
                                                                 
Weighted average shares outstanding - fully diluted             91.1
                                                                            

___________________________

1.     See page 8 for details of the 2013 Core Income from Property
       Operations.
2.     See page 9 for details of the Income from Property Operations for the
       properties acquired during 2012 (the “2012 Acquisitions”).
       See page 6 for a reconciliation of Net income available for Common
3.     Shares to FFO, Normalized FFO and FAD. See definitions of FFO,
       Normalized FFO and FAD on page 21.
       Represents the increase in fair value of the net asset described in the
       following sentences. We own both a fee interest and a ground leasehold
       interest in a 2,200 site property. The ground lease provides a purchase
       option to the lessee and a put option to the lessor. Either option may
       be exercised upon the death of the fee holder. We are the beneficiary
       of an escrow funded by the seller consisting of approximately 99,041
4.     shares of our common stock as of June 30, 2013. The escrow was
       established to protect us from future scheduled ground lease payment
       increases as well as scheduled increases in the option purchase price
       over time. The current fair value estimate of the escrow is
       approximately $6.7 million. We revalue the asset based on the market
       value of our common stock as of each reporting date and recognize in
       earnings any increase or decrease in fair value of the escrow.
       Second quarter 2013 FFO adjusted to include a deduction for
5.     depreciation expense on rental homes would have been $49.2 million, or
       $0.54 per fully diluted share.
        

 
Consolidated Income Statement
                                                    
(In thousands,
unaudited)
                          Quarters Ended             Six Months Ended
                          June 30,                   June 30,
                          2013          2012         2013          2012
Revenues:
Community base rental     $ 101,468     $ 98,336     $ 202,244     $ 196,433
income
Rental home income        3,598         2,786        6,992         5,367
Resort base rental        33,197        30,408       73,936        67,987
income
Right-to-use annual       12,043        12,221       23,566        23,972
payments
Right-to-use
contracts current         3,361         2,942        6,192         5,186
period, gross
Right-to-use
contracts, deferred,      (1,550    )   (1,285   )   (2,590    )   (1,891    )
net of prior period
amortization
Utility and other         15,787        17,097       32,470        33,053
income
Gross revenues from       4,217         1,921        6,913         3,925
home sales
Brokered resale
revenue and ancillary     932           482          2,727         2,225
services revenues,
net
Interest income           2,076         1,908        3,974         4,012
Income from other         1,624         1,567        4,104         3,055      
investments, net ^(1)
Total revenues            176,753       168,383      360,528       343,324
                                                                    
Expenses:
Property operating        58,345        56,882       113,401       109,850
and maintenance
Rental home operating     1,487         1,281        3,357         2,694
and maintenance
Real estate taxes         11,888        11,510       24,290        23,367
Sales and marketing,      3,333         2,632        5,694         4,275
gross
Sales and marketing,
deferred commissions,     (655      )   (655     )   (1,118    )   (897      )
net
Property management       10,170        9,312        20,303        18,947
Depreciation on real
estate assets and         29,313        25,523       55,333        50,947
rental homes
Amortization of           159           15,650       318           31,265
in-place leases
Cost of home sales        3,919         2,514        6,700         4,681
Home selling expenses     454           399          981           728
General and               6,946         6,810        13,655        12,909
administrative
Early debt retirement     1,381         —            1,381         —
Rent control              1,624         367          1,856         846
initiatives and other
Interest and related      30,377        30,705       60,500        61,528     
amortization
Total expenses            158,741       162,930      306,651       321,140
Income before equity
in income of
unconsolidated joint      18,012        5,453        53,877        22,184     
ventures and gain on
sale of property
Equity in income of
unconsolidated joint      609           492          1,185         1,255      
ventures
Consolidated income
from continuing           18,621        5,945        55,062        23,439     
operations
                                                                    
Discontinued
Operations:
Net income from
discontinued              3,165         353          6,233         513
operations
Gain on sale of
property, net of tax      —             —            958           —          
^(2)
Income from
discontinued              3,165         353          7,191         513        
operations
Consolidated net          21,786        6,298        62,253        23,952
income
                                                                    
Income allocated to
non-controlling           (1,597    )   (197     )   (4,730    )   (1,388    )
interest-Common OP
Units
Series A Redeemable
Perpetual Preferred       —             (4,038   )   —             (8,069    )
Stock Dividends
Series C Redeemable
Perpetual Preferred       (2,329    )   —            (4,640    )   —          
Stock Dividends
Net income available      $ 17,860      $ 2,063      $ 52,883      $ 14,495   
for Common Shares
                                                                              

___________________________________________

       For the quarter and six months ended June 30, 2013, includes
1.     approximately $0.1 million and $1.1 million, respectively, resulting
       from the increase in the fair value of a contingent asset. See footnote
       4 on page 4 for a detailed explanation.
       For the six months ended June 30, 2013, a $1.0 million gain was
2.     recognized as a result of new tax legislation that was passed that
       eliminated a previously accrued built-in-gain tax liability related to
       the disposition of our Cascade property in 2012.
        

 
Reconciliation of Net Income to FFO, Normalized FFO and FAD
                                                    
(In thousands, except per share data (adjusted for stock split), unaudited)
                                                      
                           Quarters Ended            Six Months Ended
                           June 30,                  June 30,
                           2013         2012         2013          2012
Net income available       $ 17,860     $ 2,063      $ 52,883      $ 14,495
for Common Shares
Income allocated to        1,597        197          4,730         1,388
common OP Units
Right-to-use contract
upfront payments,          1,550        1,285        2,590         1,891
deferred, net ^(1)
Right-to-use contract
commissions, deferred,     (655     )   (655     )   (1,118    )   (897      )
net ^(2)
Depreciation on real       27,681       24,173       52,139        48,301
estate assets
Depreciation on real
estate assets,             772          704          1,536         1,379
discontinued
operations
Depreciation on rental     1,632        1,351        3,194         2,646
homes
Amortization of            159          15,650       318           31,265
in-place leases
Amortization of
in-place leases,           —            2,751        —             5,502
discontinued
operations
Depreciation on
unconsolidated joint       230          288          503           583
ventures
Gain on sale of            —            —            (958      )   —          
property, net of tax
FFO ^(3) (4)               $ 50,826     $ 47,807     $ 115,817     $ 106,553
Change in fair value
of contingent              (94      )   —            (1,112    )   —
consideration asset
^(5)
Transaction costs ^(6)     200          —            200           —
Early debt retirement      1,381        —            1,381         —          
Normalized FFO ^(3)        52,313       47,807       116,286       106,553
Non-revenue producing
improvements to real       (7,160   )   (7,531   )   (11,240   )   (12,349   )
estate
FAD ^(3)                   $ 45,153     $ 40,276     $ 105,046     $ 94,204   
                                                                    
Income from continuing
operations per Common      $ 0.18       $ 0.02       $ 0.55        $ 0.17
Share - Basic
Income from continuing
operations per Common      $ 0.18       $ 0.02       $ 0.55        $ 0.17
Share - Fully Diluted
                                                                    
Net income per Common      $ 0.22       $ 0.03       $ 0.64        $ 0.18
Share - Basic
Net income per Common      $ 0.21       $ 0.02       $ 0.63        $ 0.17
Share - Fully Diluted
                                                                    
FFO per Common Share -     $ 0.56       $ 0.53       $ 1.28        $ 1.18
Basic
FFO per Common Share -     $ 0.56       $ 0.53       $ 1.27        $ 1.17
Fully Diluted
                                                                    
Normalized FFO per         $ 0.58       $ 0.53       $ 1.29        $ 1.18
Common Share - Basic
Normalized FFO per
Common Share - Fully       $ 0.57       $ 0.53       $ 1.28        $ 1.17
Diluted
                                                                    
FAD per Common Share -     $ 0.50       $ 0.45       $ 1.16        $ 1.04
Basic
FAD per Common Share -     $ 0.50       $ 0.44       $ 1.15        $ 1.04
Fully Diluted
                                                                    
Average Common Shares      83,021       82,262       83,024        82,220
- Basic
Average Common Shares      90,477       90,175       90,480        90,156
and OP Units - Basic
Average Common Shares
and OP Units - Fully       91,128       90,780       91,110        90,774
Diluted
                                                                              

______________________________

       We are required by GAAP to defer, over the estimated customer life,
       recognition of non-refundable upfront payments from the entry of
       right-to-use contracts and upgrade sales. The customer life is
       currently estimated to range from one to 31 years and is based upon our
1.     experience operating the membership platform since 2008 as well as
       historical attrition rates provided to us by the prior operator. The
       amount shown represents the deferral of a substantial portion of
       current period upgrade sales, offset by amortization of prior period
       sales.
       We are required by GAAP to defer recognition of commissions paid
       related to the entry of right-to-use contracts. The deferred
       commissions will be amortized using the same method as used for the
2.     related non-refundable upfront payments from the entry of right-to-use
       contracts and upgrade sales. The amount shown represents the deferral
       of a substantial portion of current period commissions on those
       contracts, offset by the amortization of prior period commissions.
3.     See definitions of FFO, Normalized FFO and FAD on page 21.
       FFO adjusted to include a deduction for depreciation expense on rental
       homes for the quarters ended June 30, 2013 and 2012 would have been
       $49.2 million, or $0.54 per fully diluted share, and $46.5 million, or
4.     $0.51 per fully diluted share, respectively, and for the six months
       ended June 30, 2013 and 2012, would have been $112.6 million, or $1.24
       per fully diluted share, and $103.9 million, or $1.14 per fully diluted
       share, respectively.
5.     See footnote 4 on page 4 for a detailed explanation.
6.     Included in the line item general and administrative on the
       Consolidated Income Statement on page 5.
        

 
Consolidated Income from Property Operations ^(1)
                                                        
(In millions, except home site and occupancy figures, unaudited)
                                                          
                                  Quarters Ended         Six Months Ended
                                  June 30,               June 30,
                                  2013        2012       2013        2012
Community base rental income      $ 101.5     $ 98.3     $ 202.2     $ 196.4
^ (2)
Rental home income                3.6         2.8        7.0         5.4
Resort base rental income ^       33.2        30.4       73.9        68.0
(3)
Right-to-use annual payments      12.0        12.2       23.6        24.0
Right-to-use contracts            3.4         2.9        6.2         5.2
current period, gross
Utility and other income          15.8        17.2       32.5        33.0     
Property operating revenues       169.5       163.8      345.4       332.0
                                                                      
Property operating,
maintenance, and real estate      70.2        68.4       137.6       133.2
taxes
Rental home operating and         1.5         1.3        3.4         2.7
maintenance
Sales and marketing, gross        3.3         2.6        5.7         4.3      
Property operating expenses       75.0        72.3       146.7       140.2    
Income from property              $ 94.5      $ 91.5     $ 198.7     $ 191.8  
operations
                                                                      
Manufactured home site
figures and occupancy
averages:
Total sites                       68,760      68,776     68,765      68,755
Occupied sites                    62,992      62,547     62,947      62,522
Occupancy %                       91.6    %   91.0   %   91.5    %   90.9    %
Monthly base rent per site        $ 537       $ 524      $ 535       $ 524
                                                                      
Core total sites                  68,632      68,648     68,637      68,627
Core occupied sites               62,992      62,540     62,947      62,515
Core occupancy %                  91.8    %   90.9   %   91.7    %   91.1    %
Core monthly base rent per        $ 537       $ 524      $ 535       $ 524
site
                                                                      
Resort base rental income:
Annual                            $ 23.5      $ 21.5     $ 46.5      $ 42.8
Seasonal                          3.0         2.7        14.8        14.3
Transient                         6.7         6.2        12.6        10.9     
Total resort base rental          $ 33.2      $ 30.4     $ 73.9      $ 68.0   
income
                                                                              

_________________________

       See page 5 for a complete Income Statement. The line items that we
       include in property operating revenues and property operating expenses
1.     are also individually included in our Consolidated Income Statement.
       Income from property operations excludes property management expenses
       and the GAAP deferral of right-to-use contract upfront payments and
       related commissions, net.
2.     See the manufactured home site figures and occupancy averages below
       within this table.
3.     See resort base rental income detail included below within this table.
        

2013 Core Income from Property Operations ^(1)
                                                                              
(In millions, except home site and occupancy figures, unaudited)
                                                                                
                 Quarters Ended                      Six Months Ended
                 June 30,                  %         June 30,                  %
                 2013         2012         Change    2013         2012         Change
                                           ^(2)                                ^(2)
Community
base rental      $ 101.4      $ 98.3       3.2  %    $ 202.3      $ 196.4      3.0  %
income ^(3)
Rental home        3.6          2.8        29.1 %      7.0          5.4        30.2 %
income
Resort base
rental             32.1         30.4       5.5  %      70.6         68.0       3.8  %
income ^(4)
Right-to-use
annual             12.0         12.2       (1.5 )%     23.6         24.0       (1.7 )%
payments
Right-to-use
contracts
current            3.4          2.9        14.2 %      6.2          5.2        19.4 %
period,
gross
Utility and
other income       15.7         17.1       (8.4 )%     32.1         33.0       (2.7 )%
^(5)
Property
operating          168.2        163.7      2.7  %      341.8        332.0      2.9  %
revenues
                                                                                
Property
operating,
maintenance,       69.3         68.4       1.3  %      135.7        133.2      1.8  %
and real
estate taxes
Rental home
operating          1.5          1.2        16.1 %      3.3          2.7        24.2 %
and
maintenance
Sales and
marketing,         3.3          2.6        26.6 %      5.7          4.3        33.2 %
gross
Property
operating          74.1         72.2       2.5  %      144.7        140.2      3.2  %
expenses
Income from
property         $ 94.1       $ 91.5       2.8  %    $ 197.1      $ 191.8      2.7  %
operations
Occupied           63,047       62,588
sites ^(6)
                                                                                
Core manufactured home site figures and occupancy
averages:
Total sites        68,632       68,648                 68,637       68,627
Occupied           62,992       62,540                 62,947       62,515
sites
Occupancy %        91.8   %     90.9   %               91.7   %     91.1   %
Monthly base
rent per         $ 537        $ 524                  $ 535        $ 524
site
                                                                                
Resort base
rental
income:
Annual           $ 22.5       $ 21.5       4.3  %    $ 44.5       $ 42.8       3.9  %
Seasonal           3.0          2.7        12.2 %      14.3         14.3       0.2  %
Transient          6.6          6.2        6.6  %      11.8         10.9       8.3  %
Total resort
base rental      $ 32.1       $ 30.4       5.5  %    $ 70.6       $ 68.0       3.8  %
income
                                                                                     

____________________________

       2013 Core properties include properties we expect to own and operate
1.     during all of 2012 and 2013. Income from property operations excludes
       property management expenses and the GAAP deferral of right-to-use
       contract upfront payments and related commissions, net.
2.     Calculations prepared using actual results without rounding.
3.     See the Core manufactured home site figures and occupancy averages
       included below within this table.
4.     See resort base rental income detail included below within this table.
       During the quarter and six months ended June 30, 2012, we recognized
5.     approximately $2.1 million of cable service prepayments due to the
       bankruptcy of a third-party cable service provider at certain
       properties.
6.     Occupied sites as of the end of the period shown. Occupied sites have
       increased by 171 from 62,876 at December 31, 2012.
        

 
2012 Acquisitions - Income from Property Operations ^(1)
                                                             
(In millions, unaudited)
                                            Quarter Ended     Six Months Ended
                                            June 30,          June 30,
                                            2013              2013
Resort base rental income                   $     1.1         $       3.4
Utility income and other property           0.2               0.3
income
Property operating revenues                 1.3               3.7
                                                               
Property operating expenses                 1.0               2.1
Income from property operations             $     0.3         $       1.6
                                                                       

______________________

1. Represents actual performance of two properties we acquired during 2012.
Excludes property management expenses.

 
Income from Rental Home Operations
                                                          
(In millions, except occupied rentals, unaudited)
                                      Quarters Ended       Six Months Ended
                                      June 30,             June 30,
                                      2013       2012      2013       2012
Manufactured homes:
New home                              $ 5.6      $ 4.3     $ 11.0     $ 8.2
Used home                             7.7        6.4       15.2       12.5    
Rental operations revenues ^(1)       13.3       10.7      26.2       20.7
Rental operations expense             (1.5   )   (1.3  )   (3.4   )   (2.7   )
Income from rental operations,        11.8       9.4       22.8       18.0
before depreciation
Depreciation on rental homes          (1.6   )   (1.4  )   (3.2   )   (2.6   )
Income from rental operations,        $ 10.2     $ 8.0     $ 19.6     $ 15.4  
after depreciation
                                                                       
Occupied rentals: ^ (2)
New                                   2,013      1,517
Used                                  3,411      2,945
                                                                       

                     As of
                     June 30, 2013                  June 30, 2012
Cost basis in                      Net of                         Net of
rental homes:        Gross         Depreciation     Gross         Depreciation
^(3)
New                  $ 111.1       $  99.9          $ 91.0        $    83.1
Used                 62.7          55.4             54.1          49.5
Total rental         $ 173.8       $  155.3         $ 145.1       $    132.6
homes
                                                                        

____________________________

       For the quarters ended June 30, 2013 and 2012, approximately $9.8
       million and $7.9 million, respectively, are included in the Community
       base rental income line in the Consolidated Income from Property
       Operations table on page 7. For the six months ended June 30, 2013 and
1.     2012, approximately $19.2 million and $15.3 million, respectively, are
       included in the Community base rental income line in the Consolidated
       Income from Property Operations table on page 7. The remainder of the
       rental operations revenue is included in the Rental home income line in
       the Consolidated Income from Property Operations table on page 7.
2.     Occupied rentals as of the end of the period shown.
3.     Includes both occupied and unoccupied rental homes.
        

 
Total Sites and Home Sales
                                                                      
(In thousands, except sites and home sale volumes, unaudited)
                                                                        
Summary of Total Sites as of June 30, 2013
                                              Sites
Community sites ^(1)                          68,800
Resort sites:
Annuals                                       22,800
Seasonal                                      9,000
Transient                                     9,600
Membership ^ (2)                              24,100
Joint Ventures ^(3)                           3,100    
Total                                         137,400  
                                                                        
Home Sales - Select Data
                                   Quarters Ended           Six Months Ended
                                   June 30,                 June 30,
                                   2013       2012          2013       2012
New Home Sales Volume ^ (4)        23         4             33         17
New Home Sales Gross Revenues      $ 1,258    $ 193         $ 1,739    $ 897
                                                                        
Used Home Sales Volume             398        345           739        643
Used Home Sales Gross Revenues     $ 2,959    $ 1,728       $ 5,174    $ 3,028
                                                                        
Brokered Home Resales Volume       227        256           447        518
Brokered Home Resale Revenues,     $ 298      $ 331         $ 615      $ 659
net
                                                                          

__________________________

1.     Excludes approximately 5,300 community sites in 11 properties held for
       disposition as of June 30, 2013.
2.     Sites primarily utilized by approximately 96,300 members. Includes
       approximately 4,600 sites rented on an annual basis.
       Joint venture income is included in the Equity in income from
3.     unconsolidated joint ventures line in the Consolidated Income Statement
       on page 5.
4.     Includes two third party home sales for the quarter and six months
       ended June 30, 2013.
        
        

                 2013 Guidance - Selected Financial Data ^(1)

Our guidance acknowledges the existence of volatile economic conditions, which
may impact our current guidance assumptions. Factors impacting 2013 guidance
include, but are not limited to the following: (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 in annual payments under
right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and
attract customers renewing or entering right-to-use contracts; (vii)
performance of the chattel loans purchased by us in connection with a prior
acquisition; (viii) our ability to integrate and operate recent acquisitions
in accordance with our estimates; (ix) completion of pending transactions in
their entirety and on assumed schedule and (x) ongoing legal matters and
related fees.

 
(In millions, except per share data (adjusted for stock split), unaudited)
                                                            
                                                             Year Ended
                                                             December 31, 2013
Income from property operations - 2013 Core ^(2)             $     391.9
Income from property operations - 2012 Acquisitions ^(3)     2.3
Income from discontinued operations                          16.1
Property management and general and administrative           (66.8         )
Other income and expenses ^(4)                               17.8
Financing costs and other                                    (128.4        )
Normalized FFO ^(5)                                          232.9
Change in fair value of contingent consideration asset       1.1
^(6)
Transaction costs                                            (0.2          )
Early debt retirement                                        (39.6         )
FFO ^(5)                                                     194.2
Depreciation on real estate and other                        (102.5        )
Depreciation on rental homes                                 (6.5          )
Depreciation on discontinued operations                      (3.1          )
Deferral of right-to-use contract sales revenue and          (3.5          )
commission, net
Income allocated to OP units                                 (6.6          )
Gain on sale of property                                     1.0            
Net income available to common shares                        $     73.0     
                                                              
Normalized FFO per share - fully diluted                     $2.51 - $2.61
FFO per share - fully diluted                                $2.08 - $2.18
Net income per common share - fully diluted ^(7)             $0.82 - $0.92
                                                              
Weighted average shares outstanding - fully diluted          91.1
                                                                            

_____________________________________

       Each line item represents the mid-point of a range of possible outcomes
       and reflects management’s estimate of the most likely outcome. Actual
1.     Normalized FFO, Normalized FFO per share, FFO, FFO per share, Net
       Income and Net Income per share could vary materially from amounts
       presented above if any of our assumptions is incorrect.
       See page 14 for 2013 Core Guidance Assumptions. Amount represents 2012
2.     income from property operations from the 2013 Core Properties of $381.0
       million multiplied by an estimated growth rate of 2.9%.
3.     See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
4.     See page 16 for 2011 Acquired Chattel Loan Assumptions.
5.     See page 21 for definitions of Normalized FFO and FFO.
6.     See footnote 4 on page 4 for a detailed explanation.
7.     Net income per fully diluted common share is calculated before Income
       allocated to OP Units.
        
        

          Third Quarter 2013 Guidance - Selected Financial Data ^(1)

Our guidance acknowledges the existence of volatile economic conditions, which
may impact our current guidance assumptions. Factors impacting 2013 guidance
include, but are not limited to the following: (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 in annual payments under
right-to-use contracts; (v) occupancy changes; (vi) our ability to retain and
attract customers renewing or entering right-to-use contracts; (vii)
performance of the chattel loans purchased by us in connection with a prior
acquisition; (viii) our ability to integrate and operate recent acquisitions
in accordance with our estimates; (ix) completion of pending transactions in
their entirety and on assumed schedule and (x) ongoing legal matters and
related fees.

 
(In millions, except per share data (adjusted for stock split), unaudited)
                                                           
                                                            Quarter Ended
                                                            September 30, 2013
Income from property operations - 2013 Core ^ (2)           $      98.4
Income from property operations - 2012 Acquisitions ^       0.3
(3)
Income from discontinued operations                         4.1
Property management and general and administrative          (16.7          )
Other income and expenses ^(4)                              6.1
Financing costs and other                                   (31.8          )
Normalized FFO ^(5)                                         60.4
Early debt retirement                                       (38.3          )
FFO ^(5)                                                    22.1
Depreciation on real estate and other                       (24.8          )
Depreciation on rental homes                                (1.7           )
Depreciation on discontinued operations                     (0.8           )
Deferral of right-to-use contract sales revenue and         (1.1           )
commission, net
Income allocated to OP units                                0.6             
Net loss available to common shares                         $      (5.7    )
                                                             
Normalized FFO per share - fully diluted                    $0.63 - $0.69
FFO per share - fully diluted                               $0.21 - $0.27
Net income per common share - fully diluted ^(6)            $(0.10) - $(0.04)
                                                             
Weighted average shares outstanding - fully diluted         91.1
                                                                            

_______________________________________

       Each line item represents the mid-point of a range of possible outcomes
       and reflects management’s best estimate of the most likely outcome.
1.     Actual Normalized FFO, Normalized FFO per share, FFO, FFO per share,
       Net Income and Net Income per share could vary materially from amounts
       presented above if any of our assumptions is incorrect.
       See page 14 for Core Guidance Assumptions. Amount represents Core
2.     Income from property operations from the 2013 Core Properties for the
       quarter ended September 30, 2012 of $95.2 million multiplied by an
       estimated growth rate of 3.3%.
3.     See page 15 for the 2013 Assumptions regarding the 2012 Acquisitions.
4.     See page 16 for 2011 Acquired Chattel Loan Assumptions.
5.     See page 21 for definitions of Normalized FFO and FFO.
6.     Net income per fully diluted common share is calculated before Income
       allocated to OP Units.
        

 
2013 Core ^(1)
Guidance Assumptions - Income from Property Operations
                                                                   
(In millions, unaudited)
                                       
                                                                    Third
                         Year Ended     2013        Quarter Ended   Quarter
                                                                    2013
                         December 31,   Growth      September 30,   Growth
                         2012           Factors     2012            Factors
                                        ^(2)                        ^(2)
Community base           $   394.6      3.0   %     $   98.8        3.1    %
rental income
Rental home income       11.7           26.4  %     3.1             23.5   %
Resort base rental       134.3          4.1   %     36.5            5.1    %
income ^ (3)
Right-to-use annual      47.7           (0.2  )%    12.1            0.3    %
payments
Right-to-use
contracts current        13.4           1.2   %     4.5             (13.9  )%
period, gross
Utility and other        62.4           0.5   %     15.4            3.7    %
income
Property operating       664.1          3.1   %     170.4           3.3%
revenues
                                                                     
Property operating,
maintenance, and         (265.9     )   2.7   %     (69.9      )    3.4    %
real estate taxes
Rental home
operating and            (6.4       )   14.0  %     (1.7       )    (1.3   )%
maintenance
Sales and marketing,     (10.8      )   15.6  %     (3.6       )    3.2    %
gross
Property operating       (283.1     )   3.4   %     (75.2      )    3.3%
expenses
Income from property     $   381.0      2.9   %     $   95.2        3.3%
operations
                                                                     
Resort base rental
income:
Annual                   $   87.2       3.9   %     $   22.0        4.3    %
Seasonal                 21.1           2.1   %     2.7             11.3   %
Transient                26.0           6.3   %     11.8            5.4    %
Total resort base        $   134.3      4.1   %     $   36.5        5.1    %
rental income
                                                                            

_______________________________

       2013 Core properties include properties we expect to own and operate
1.     during all of 2012 and 2013. Excludes property management expenses and
       the GAAP deferral of right to use contract upfront payments and related
       commissions, net.
       Management’s estimate of the growth of property operations in the 2013
       Core Properties compared to actual 2012 performance. Represents our
2.     estimate of the mid-point of a range of possible outcomes. Calculations
       prepared using actual results without rounding. Actual growth could
       vary materially from amounts presented above if any of our assumptions
       is incorrect.
3.     See Resort base rental income detail included below within this table.
        

 
2013 Assumptions Regarding Acquisition Properties ^(1)
                                                      
(In millions, unaudited)
                              Year Ended               Quarter Ended
                              December 31, 2013 ^(2)   September 30, 2013 ^(2)
Resort base rental income     $       5.7              $       1.1
Utility income and other      0.5                      0.1               
property income
Property operating            6.2                      1.2
revenues
                                                        
Property operating,
maintenance, and real         (3.9             )       (0.9             )
estate taxes
Property operating            (3.9             )       (0.9             )
expenses
Income from property          $       2.3              $       0.3       
operations
                                                                         

___________________________________

1.     The acquisition properties include properties we acquired in 2012.
       Each line item represents our estimate of the mid-point of a possible
       range of outcomes and reflects management’s best estimate of the most
2.     likely outcome for the Acquisition Properties. Actual income from
       property operations for the Acquisition Properties could vary
       materially from amounts presented above if any of our assumptions is
       incorrect.
        
        

                    2011 Acquired Chattel Loan Assumptions

For the year ending December 31, 2013, other income and expenses guidance
includes estimated interest income of approximately $5.4 million from notes
receivable acquired from the seller and secured by manufactured homes in
connection with the purchase of 75 acquisition properties during 2011. As of
June 30, 2013, our carrying value of the notes receivable was approximately
$22.1 million. Our initial carrying value was based on a third party valuation
utilizing 2011 market transactions and is adjusted based on actual performance
in the loan pool. Factors used in determining the initial carrying value
included delinquency status, market interest rates and recovery assumptions.
The following tables provide a summary of the notes receivable and certain
assumptions about future performance, including interest income guidance for
2013. An increase in the estimate of expected cash flows would generally
result in additional interest income to be recognized over the remaining life
of the underlying pool of loans. A decrease in the estimate of expected cash
flows could result in an impairment loss to the carrying value of the loans.
There can be no assurance that the notes receivable will perform in accordance
with these assumptions.

                                                                
(In millions, unaudited)
                                                                  
                                                                 2013
Contractual cash flows to maturity                               $   134.1
beginning January 1,
Expected cash flows to maturity beginning                        50.4
January 1,
Expected interest income to maturity                             26.8
beginning January 1,
                                                                  
                                                Actual through   2013 Guidance
                                                June 30, 2013    Assumptions
Default rate                                    14         %     18         %
Recoveries as percentage of defaults            24         %     25         %
Yield                                           21         %     25         %
                                                                  
Average carrying amount of loans                $   23.7         $   21.8
Contractual principal pay downs                 1.5              3.0
Contractual interest income                     2.8              5.6
Expected cash flows applied to principal        2.3              3.7
Expected cash flows applied to interest         2.6              5.4
income
                                                                             

 
Balance Sheet
                                                                
(In thousands, except share (adjusted for stock split) and per share data)
                                                                  
                                                 June 30,        December 31,
                                                 2013            2012
                                                 (unaudited)
Assets
Investment in real estate:
Land                                             $ 984,224       $ 984,224
Land improvements                                2,573,046       2,565,299
Buildings and other depreciable property         515,801         495,127      
                                                 4,073,071       4,044,650
Accumulated depreciation                         (1,004,300  )   (948,581    )
Net investment in real estate                    3,068,771       3,096,069
Cash                                             177,895         37,126
Notes receivable, net                            43,078          45,469
Investment in joint ventures                     9,519           8,420
Rent and other customer receivables, net         909             1,046
Deferred financing costs, net                    23,659          20,620
Retail inventory                                 2,283           1,569
Deferred commission expense                      23,960          22,841
Escrow deposits, goodwill, and other assets,     51,006          45,214
net
Assets held for disposition                      120,049         119,852      
Total Assets                                     $ 3,521,129     $ 3,398,226  
Liabilities and Equity
Liabilities:
Mortgage notes payable ^(1)                      $ 2,122,883     $ 2,061,610
Term loan                                        200,000         200,000
Unsecured lines of credit                        —               —
Accrued payroll and other operating expenses     71,723          63,672
Deferred revenue – upfront payments from         65,569          62,979
right-to-use contracts
Deferred revenue – right-to-use annual           14,949          11,088
payments
Accrued interest payable                         10,144          10,500
Rents and other customer payments received       60,988          54,017
in advance and security deposits
Distributions payable                            25,020          —
Liabilities held for disposition                 10,815          10,058       
Total Liabilities                                2,582,091       2,473,924
Equity:
Stockholders’ Equity:
Preferred stock, $0.01 par value 9,945,539
shares authorized as of June 30, 2013 and
December 31, 2012; none issued and               —               —
outstanding as of June 30, 2013 and December
31, 2012
6.75% Series C Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value,
54,461 shares authorized and 54,458 issued       136,144         136,144
and outstanding as of June 30, 2013 and
December 31, 2012 at liquidation value
Common stock, $0.01 par value 100,000,000
shares authorized; 83,365,446 and 83,193,310     834             832
shares issued and outstanding as of June 30,
2013 and December 31, 2012, respectively
Paid-in capital                                  1,014,170       1,012,514
Distributions in excess of accumulated           (276,448    )   (287,652    )
earnings
Accumulated other comprehensive loss             (1,718      )   (2,590      )
Total Stockholders’ Equity                       872,982         859,248
Non-controlling interests – Common OP Units      66,056          65,054       
Total Equity                                     939,038         924,302      
Total Liabilities and Equity                     $ 3,521,129     $ 3,398,226  
                                                                              

_______________________________________

1. June 30, 2013 balance does not reflect the July 2013 loan repayments of
approximately $127.8 million.

                        
                          
Right-To-Use Memberships - Select Data
                          
(In thousands, except member count, number of Zone Park Passes, number of annuals
and number of upgrades, unaudited)
                          
                         Year Ended December 31,
                         2009        2010        2011        2012        2013
                                                                         ^(1)
Member Count ^(2)        105,850     102,726     99,567      96,687      95,000
Right-to-use annual      $ 50,765    $ 49,831    $ 49,122    $ 47,662    $ 47,600
payments ^(3)
Number of Zone Park      —           4,487       7,404       10,198      15,000
Passes (ZPPs) ^(4)
Number of annuals        2,484       3,062       3,555       4,280       4,800
^(5)
Resort base rental       $ 5,950     $ 6,712     $ 8,069     $ 9,585     $ 11,200
income from annuals
Number of upgrades       3,379       3,659       3,930       3,069       3,100
^(6)
Upgrade contract         $ 15,372    $ 17,430    $ 17,663    $ 13,431    $ 13,600
initiations ^(7)
Resort base rental
income from              $ 10,121    $ 10,967    $ 10,852    $ 11,042    $ 11,800
seasonals/transients
Utility and other        $ 1,883     $ 2,059     $ 2,444     $ 2,407     $ 2,300
income
                                                                            

________________________________

       Guidance estimate. Each line item represents our estimate of the
       mid-point of a possible range of outcomes and reflects management’s
1.     best estimate of the most likely outcome. Actual figures could vary
       materially from amounts presented above if any of our assumptions is
       incorrect.
2.     Members have entered into right-to-use contracts with us that entitle
       them to use certain properties on a continuous basis for up to 21 days.
       The year ended December 31, 2012 and the year ending December 31, 2013,
       includes $0.1 million and $1.9 million, respectively, of revenue
       recognized related to our right-to-use annual memberships activated
3.     through our dealer program. No cash is received from the members during
       the first year of membership for memberships activated through the
       dealer program. Revenue earned is offset by non-cash membership sales
       and marketing expenses related to advertising provided by RV dealers.
4.     ZPPs allow access to up to five zones of the United States and require
       annual payments.
5.     Members who rent a specific site for an entire year in connection with
       their right to use contract.
       Existing customers that have upgraded agreements are eligible for
6.     longer stays, can make earlier reservations, may receive discounts on
       rental units, and may have access to additional Properties. Upgrades
       require a non-refundable upfront payment.
       Revenues associated with contract upgrades, included in the line item
7.     Right-to-use contracts current period, gross, on our Consolidated
       Income Statement on page 5.
        

               
Debt Maturity Schedule & Summary
                                      
Secured Debt Maturity Schedule
(In thousands, unaudited)
                                        
                  Year                 Amount
                  2013                 $       60,839
                  2014                 114,443
                  2015                 587,018
                  2016                 226,742
                  2017                 90,554
                  2018                 203,441
                  2019                 213,095
                  2020                 129,140
                  2021+                476,264
                  Total ^(1)           $       2,101,536
                                                

 
Debt Summary as of June 30, 2013
(In millions, except weighted average interest and average years to maturity, unaudited)
                                                                                
               Total                            Secured                          Unsecured
                          Weighted   Average               Weighted   Average              Weighted   Average
               Balance    Average    Years to   Balance    Average    Years to   Balance   Average    Years to
                          Interest   Maturity              Interest   Maturity             Interest   Maturity
                          ^(2)                             ^(2)                            ^(2)
Consolidated   $ 2,323    5.2   %    4.8        $ 2,123    5.4   %    4.8        $200      3.1%       4.1
Debt
                                                                                                       

____________________________

       Represents our mortgage notes payable excluding $21.3 million net note
       premiums and our $200 million term loan as of June 30, 2013. As of June
       30, 2013, we had an unsecured line of credit with a borrowing capacity
1.     of $380.0 million, $0 outstanding, an interest rate of LIBOR plus 1.40%
       to 2.00% per annum and a 0.25% to 0.40% facility fee depending on
       leverage as defined in the loan agreement. The unsecured line of credit
       matures on September 15, 2016 and has a one-year extension option.
2.     Includes loan costs amortization.
        

 
Market Capitalization
                                                                           
(In millions, except share and OP Unit data (adjusted for stock split), unaudited
                                                                             
Capital Structure as of June
30, 2013
                 Total        % of    Total         % of Total    % of
                              Total                               Total
Secured debt                          $  2,123      91.4    %
Unsecured debt                        200           8.6     %
Total debt                            $  2,323      100.0   %     38.5  %
                                                                             
Common Shares    83,365,446   91.8  %
OP Units         7,456,320    8.2   %
Total Common
Shares and OP    90,821,766   100.0 %
Units
Common Share     $   39.30
price ^(1)
Fair value of                         $  3,569      96.3    %
Common Shares
Perpetual
Preferred                             136           3.7     %
Equity
Total Equity                          $  3,705      100.0   %     61.5  %
                                                                             
Total market                          $  6,028                    100.0 %
capitalization
                                                                             
                                                                             
Perpetual Preferred Equity as of June 30, 2013
                                                                  Annual Dividend
Series           Callable             Outstanding   Liquidation   Per       Value
                 Date                 Shares        Value         Share
6.75% Series C   9/7/2017             54,458        $136          $168.75   $ 9.2
                                                                               

____________________________

1. Reflects the June 30, 2013 share price of $78.59 on a post stock-split
basis.

                         Non-GAAP Financial Measures

Funds from Operations (“FFO”) is a non-GAAP financial measure. We believe 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
and 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. We receive up-front non-refundable payments from the entry 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, we believe that it is
appropriate to adjust for the impact of the deferral activity in our
calculation of FFO.

Normalized Funds from Operations (“Normalized FFO”) is a non-GAAP measure. We
define Normalized FFO as FFO excluding the following non-operating income and
expense items: a) the financial impact of contingent consideration; b) gains
and losses from early debt extinguishment, including prepayment penalties; c)
property acquisition and other transaction costs related to mergers and
acquisitions; and d) other miscellaneous non-comparable items.

We believe that FFO and Normalized FFO are helpful to investors as
supplemental measures of the performance of an equity REIT. We believe that by
excluding the effect of depreciation, amortization and actual or estimated
gains or 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. We further believe that Normalized FFO
provides useful information to investors, analysts and our management because
it allows them to compare our operating performance to the operating
performance of other real estate companies and between periods on a consistent
basis without having to account for differences not related to our operations.
For example, we believe that excluding the early extinguishment of debt,
property acquisition and other transaction costs related to mergers and
acquisitions and the change in fair value of our contingent consideration
asset from Normalized FFO allows investors, analysts and our management to
assess the sustainability of operating performance in future periods because
these costs do not affect the future operations of the properties. In some
cases, we provide information about identified non-cash components of FFO and
Normalized FFO because it allows investors, analysts and our management to
assess the impact of those items.

Funds available for distribution (“FAD”) is a non-GAAP financial measure. We
define FAD as Normalized FFO less non-revenue producing capital expenditures.

Investors should review FFO, Normalized 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.
We compute 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. Normalized FFO
presented herein is not necessarily comparable to normalized FFO presented by
other real estate companies due to the fact that not all real estate companies
use the same methodology for computing this amount. FFO, Normalized 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.

Contact:

Equity LifeStyle Properties, Inc.
Paul Seavey, (312) 279-1488
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