Good day, everyone, and thank you, all, for joining us to discuss Equity LifeStyle Properties Third Quarter 2012 Results. Our featured speakers today are Tom Heneghan, our CEO; Marguerite Nader, our President; and Paul Seavey, our CFO. In advance of today's call, management released earnings. [Operator Instructions] As a reminder, this call is being recorded. Certain matters discussed during this conference call may contain forward-looking statements in the meanings of the federal securities laws. Our forward-looking statements are subject to certain economic risks and uncertainty. The company assumes no obligation to update or supplement any statements that become untrue because of subsequent events. At this time, I would like to turn the call over to Tom Heneghan, our CEO.

Good morning, everyone. Thank you for joining us. Before I turn the call over to Marguerite Nader, our President, and Paul Seavey, our Chief Financial Officer, I would like to take the time to address some recently announced management changes for ELS. As most of you know, I have tendered my resignation to the company effective February 1, 2013. Paul Seavey has been appointed the Chief Financial Officer of the company, and Marguerite Nader will take over as the Chief Executive Officer beginning February 1, 2013. In 1995, I watched Sam Zell's equity group to become Chief Financial Officer of ELS. At that time, the company had 67 properties and about $69 million in total revenue and a core group of young, talented people. Working with that core group of people, we've grown the business to almost 400 properties and have grown revenue to almost $700 million. Along with me during this great experience were 2 people I always counted on to get things done, Marguerite Nader and Paul Seavey. I am proud of what has been accomplished with ELS and believe strongly that our best years are ahead of us. One of the true tests of a CEO is whether the company will be better managed after his departure than when he was there. Some organizations lose their best talent due to a lack of opportunity. On this test, I believe I had succeeded. Succession planning has always been a significant part of our Board deliberations. As a result, we had groomed and cultivated our young talent, exposing them to various parts of our organization over the years so that they were ready when the opportunity came. ELS is now well positioned with the next generation of leadership that is young, talented and experienced. Most of you have had…

Thanks, Tom. I echo Tom's sentiment on the strength in our management team in both the field and corporate offices. I believe that the combination of this talented group of senior leaders will be instrumental in the future success of ELS. I appreciate the opportunity to lead ELS, and I'm excited about the opportunities that lie ahead. Tom has done an excellent job leading and transforming ELS while returning a 17% compounded annual return to shareholders. With our product offering, I believe we are well positioned to take advantage of the strengths of the demographic trend. We continue to see stable growth in our core portfolio in both the manufactured housing and RV resort side of our business. Our core MH portfolio has increased occupancy by 131 sites this quarter, marking the 12th consecutive quarter of growth in occupancy and the highest growth in any quarter in over 10-plus years. Additionally, this quarter, our 2.6% increase in Core property NOI continued our 15-year-plus trend of positive quarterly NOI growth. Our RV platform remained stable with strong annual growth, and we have made progress embedding our membership product into the sale of an RV. We have estimated over 700 new memberships from this program, which we initiated a few months ago. We anticipate that this program will continue to grow in 2013. We are now almost a year out from closing the majority of the Hometown assets, and those properties are performing in line with expectations. We have grown occupancy by 160 sites in that part of the portfolio year-to-date. I would like to update you on our proposed 2013 dividend policy. While the ultimate decision for the dividend policy is a Board-level decision that's typically done at our November Board of Directors meeting, as in the past, we feel it…

Thanks, Marguerite, and good morning. Our supplement provides our guidance assumptions for the fourth quarter and next year. I'll walk you through the details for the rest of this year as well as our preliminary guidance for 2013. With respect to the third quarter, we came in at $1.17 FFO per share, $0.02 ahead of our previously issued guidance. Core base rental income came in on forecast, up 2.7% with 2.2% coming from rate and 50 basis points coming from occupancy. We had strong core occupancy gains of 131 sites this quarter, and we are up over 178 sites year-to-date as we continue to increase our new home rental activities. Our overall core RV revenues were higher than previously issued guidance, largely driven by seasonal and transient revenue. Annual revenues were up 3.9%, and seasonal revenues were up 9.5%. Note seasonal revenues represent only $2.7 million in the third quarter. Overall, core NOI from property management grew about 2.6%, slightly higher than previously anticipated, mainly attributed to higher operating revenues. The Hometown acquisition portfolio operated within our expectations with a contribution of $25.8 million. We are pleased with execution on our preferred exchange. In September, we converted approximately 5.4 million shares, or about 68%, of our outstanding 8% Series A Preferred to Series C Preferred with a stated yield of 6 3/4%. Last week, we redeemed the remaining 2.6 million Series A shares using $64.1 million of cash from our balance sheet. In the quarter, we recognized $500,000 in noncash income related to an escrow established as part of the Hometown transaction. Page 5 of our supplement includes a footnote explaining this item. I'd like to explain the economics involved and highlight the potential future accounting impact. We operate a property subject to a ground lease with a purchase option…

[Operator Instructions] And your first question comes from the line of Jana Galan of Bank of America Merrill Lynch.

I was curious. I was -- kind of the change in management, do you see any change in strategy? Would you be more open to increasing the home purchases for rentals program or potentially looking at purchasing affordable communities?

No. Jana, we just finished our budget process this year, and we're continuing to plan for next year. But I would anticipate that we would continue to operate, as we have in the past, with no real changes.

And I was hoping if you could comment on opportunities for external growth. Do you see a lot of the product on the market now? Or are there opportunities to maybe expand sites at current communities?

On the MH side of the business, I think there remains availability of product if you want to buy in the Midwest and in the All Age sector. We're not seeing a lot of transactions on the age-restricted side, but I think it's helpful to note that when we did the Hometown transaction, I think 60 days before we did that transaction, we weren't aware that we were going to be closing within 60 days. So the relationships with owners take a long time, and the execution can happen relatively quickly once you do get an owner interested in selling. And as far as expansion capabilities, well, those are limited within our MH footprint.

And on the RV side?

On the RV side, there are some portfolios that are available and, I think more likely to be traded sooner rather than later. But that's kind of the update on the RV side.

And your next question comes from the line of Eric Wolfe of Citigroup.

It's actually Michael Bilerman here. Tom, I greatly appreciate your comments in terms of succession planning and also remaining on the Board, as well as grooming an unbelievable group of professionals, especially a new generation to take the company forward. But I'm just curious, as you sit back and you look at a company that effectively, between you, Berman and Ellen over the course of 12 months, the three most senior people of the company departing for a variety of different reasons, how is the organization really in a position to sort of handle that sort of turnover in such a short period?

As my comments at the outset said, this isn't something that we haven't been planning for. We've been grooming the talent underneath our organization over a number of years, and I think they're well positioned to continue the success of ELS. Just appreciate we've had a number of CEOs in this company, we've had a number of CFOs in this company over time. And if you look at our success over any long period of time, it has continued despite some of those changes, and I'd certainly expect it to be continuing on a go-forward basis. I have unbelievable confidence in Marguerite and Paul. I've worked with them for 20 years. They know this business as good as anybody, better than most. And I think ELS's performance is without question going forward.

How will reporting, with Patrick coming in -- at least when you announced Ellen's retirement, Peter Bunce and Brad were all going to report into you at that time, I guess into Marguerite now. How does sort of Patrick coming on, how does that work?

Patrick will run Bunce, and Brad Nelson will report to Patrick. They are in charge of the East and West, respectively, so they will report to Patrick and Patrick will report to me.

Okay. So it's just -- it's effectively just one other direct report, relative to previously?

Yes.

And now is there any other sort of structural things happening within the organization, different reporting lines or different responsibilities? And how are a lot of these positions being backfilled at the more junior level as everyone becomes more elevated?

Within our operations group, we have some very strong vice presidents that have been long tenured, and I think they have been here from 8 to 10 years, vice presidents that can -- are kind of stepping in place to take over when -- for Ron and Brad, very capable, 2 very capable guys, one in the East, one in the West. And within the Chicago office in the corporate side, we have an equal number of people that have been here a long time, in our accounting department, our financial planning department, that are able to step up into the roles of the people that are now being elevated.

And I was thinking, you -- Marguerite, you talked a little bit about the recommendation of a 15% dividend increase and talked about how positive that is relative to most of the other REITs and where that dividend level stands today, which is certainly very impressive, and your payout ratio is still extraordinarily low. I'm just curious. As you deliberated as management the thought of potentially ratcheting up that dividend to even a more substantial level, to a more average retail level perhaps to entice more investors, more yield-oriented investors even though it shouldn't matter on a total return basis, but perhaps bringing the yield up to a higher level would be able to be a catalyst for the stock, which, obviously, has lagged. And I'm just wondering how you thought about that in terms of a much, much larger dividend increase.

When we were looking at what the dividend increase should be, we kind of -- we continued to just make sure that we maintain our balance sheet flexibility. Because we have in the past been able to capitalize on opportunities, then we want to be able to continue to do that in the future. So I think not many REITs find themselves with this kind of flexibility. And I think being able to manage our balance sheet without having to be dictated by a dividend policy is helpful to us, been -- has been helpful in the past and I anticipate that it will be helpful in the future.

Okay. And then just lastly, just in terms of the '12 -- the '14 and '15 debt maturities, do you have the ability to prepay or bring any of those maturities forward when you think about the positive impact that you had on the preferred, being able to effectively do that exchange and dramatically lower the cost, a big driver of your FFO growth next year? But can you do the same thing, just taking advantage of the low debt and the cost of debt environment by bringing any of that? It's -- in aggregate, it's $735 million of maturities in '14 and '15.

The biggest challenge in front of us as it relates to retiring that debt early is the fees and costs associated with doing that. If we were to try to do that, you're talking roughly $100 million that we would to have to pay and retire that amount of debt. So we're definitely watching that, and the passage of time reduces that penalty. So we'll continue to keep our eye on it. But at this point, that's a significant hurdle.

And when does -- that passage of time, when does it -- when do you sort of get over at least a hurdle for the majority of that defeasance? Is it mid next year? Or is it more 2014?

No, I think it would be further into 2014. The -- keep in mind those maturities in 2015, which is the biggest block, about $500 million of that comes due at the end of that year. So we have to make it all the way through '14, and then through most of '15 before we have ready access to prepay that debt.

Right. So the free cash flow generation that you're saving by not increasing the dividend is effectively much, much -- I mean, that's building up cash resources for acquisitions, just given the fact that you can't prepay any of the debt, and you only have. $80 million of debt maturing in 2013. Is that a fair way to think about it?

I think it provides -- for acquisitions or for any other opportunities that we have, it provides us that flexibility.

And your next question comes from the line of Gaurav Mehta of Cantor Fitzgerald.

Can you talk about the trends on the home sale side, especially on the used home and brokered home resales? And what are you expecting over the next 6 to 12 months?

Sure. Within our portfolio on the resale side, we see -- we still see strong demand for resales. That's just one homeowner selling to another homeowner. In a given year, we sell about 7,000 resales -- or 7,000 resales happen in our portfolio, in our properties. The vast majority of these sales are cash sales. I think about 96% are cash sales. We continue to be able to -- unable to sell new homes, but we do have -- we have seen an increase in used homes in the portfolio. I think that year-to-date, we've increased used homes sales in the MH portfolio about 20%. What we're planning to do for 2013 is concentrate on areas where we can begin to see larger volumes of transactions happening and in certain areas where we maybe wait an extra couple days to sell versus rent and adjust our focus at the field level to be able to effectuate that.

Second question I have was on the RV distribution program. Have you made -- are you in talks with any additional re-dealers? And have you made any progress?

We've increased -- I think I said in my comments we have about 700 RV memberships embedded in the sale of the RV. That's with 6 different dealers that we're working with. We intend to increase that program this year, 2013. There are about 2,500 dealers across the country, so we intend to be able to increase that program. We're seeing that the dealers are pretty pleased with the program, as are we. It's bringing in customers to the dealers, and it's bringing new customers to ELS, which is very positive for us.

And lastly, on your balance sheet, you announced a $125 million ATM program in September. Can you talk about how you plan to use the proceeds? And have you issued any stock under that program?

We have not issued any stock under the program and currently don't have any plans to do so. The decision to put the ATM in place really was a strategic one. As we evaluated our avenue to access capital, we thought it was a good idea to have an ATM program in place, as many other REITs do. So we established the program. It's a $125 million program. And again, we don't have any current plans to use it. To the extent that transaction or other opportunity presents itself, we may. But no current plans.

You're next question comes from the line of Paul Adornato of BMO Capital Markets.

Marguerite, I think you mentioned in your comments that the Hometown portfolio experienced 160 -- or I should say occupancy increased by 160 sites in the Hometown portfolio. I was wondering if you could drill down and let us know where geographically or what products drove that increase.

It was an increase in rentals, and it mainly came from both Florida and Michigan.

So those are owned homes that are rented to customers?

Right, correct.

And so given that success, do you anticipate investing more in a rental program?

When we set our guidance for the year, we've set it out as flat occupancy for the year, year-over-year. And we really look at the rental program investment on an incremental basis and reevaluate it, frankly, constantly as we make a decision about where we're going to put our capital. So we would -- I would say we will continue to do -- to make those decisions on a very regular basis as to where we're going to put homes.

And could you talk a little bit about the underwriting process for someone who comes in and wants to rent a home?

If someone wants to rent a home, they're subject to kind of the same underwriting standards that a owner would have. We see FICO scores of about 650. We look to rent-income ratios, and we do a complete background check on those individuals.

Okay. And looking at subscriptions, I think you have plans to go from 9,000 to 12,000 next year. How do you expect to achieve that? Is that through a change in marketing strategy?

Some of it -- some of the growth would come from the RV dealer program that I was talking about earlier. So that's going to expose us to new customers. And the other is through just the field efforts and efforts at the call center to get our name out and to get more awareness of this product to RV-ers, to the $8 million installed base of RV-ers.

And has this program been tested? Is this -- is that a bankable number in your mind?

It's been tested. And we've run the zone park pass program for -- I think it's coming up on 3 years now. So I think we've put in guidance -- we continue to increase each year, and this is in line with the increases that we've had year-over-year.

Okay. And just finally, with respect to seasonality, given the integration of the Hometown portfolio, I was wondering if you could just give us an update as to how we should slice up the quarters in terms of seasonality.

Paul, I don't have that in front of me here. I think we generally would give you the quarter breakdown on the next call.

And your next question comes from the line of Todd Stender of Wells Fargo.

Thanks for the color on management's thoughts regarding the dividend. Can you expand on that? Just share some of your budgeting thoughts for next year regarding CapEx and maybe your thoughts on deleveraging in general.

Sure. With respect to our budget, I think we kind of start with a 0-based budget, and we pay close attention to CPI. With respect to our manufactured housing leases, that they're tied to CPI in one form or another. On the budget process, we also look to expenses. And Paul mentioned that we had some -- seen some pressure on real estate taxes and insurance within our budgeting process. In terms of CapEx, I think we're -- $25 million to $30 million of recurring CapEx is what were anticipated for this year, for 2013.

Okay. And how about the 2013 debt maturities? I think it's $80 million comes due. What's the timing on that?

The bulk of that $80 million comes due towards the end of the year. It's about $20 million in the first half, and then I think $60 million in the fourth quarter.

Could that be prepayable and coincide with any deleveraging thoughts?

There will be a window. Generally, there's a window call it 90 days prior to maturity that we can prepay without penalty, and we typically take advantage of those opportunities. We're carrying cash on our balance sheet to satisfy those maturities. So subject to any other use of that cash, that would be our first choice.

And just looking at the Hometown portfolio, Michigan seems to be exceeding the average when it comes to the rent. But yet, occupancy is considerably lower than the average. Any thoughts about driving occupancy by lowering rent? Or how do you kind of think about that?

It's Tom. Actually, up in Michigan, there's a lot of demand for housing right now, as you've seen in the increase in occupancy. So the demand is going to be in the form of rental, and the rents we're setting in the homes are competitive in the marketplace compared to the other alternatives, be it apartment housing and/or single-family housing rental that's going on in the marketplace. We think we're well positioned up in Michigan. Again, I -- there's a lot of traffic up there, there's a lot of demand for housing up there. And thus far, we've seen our ability to increase occupancy up in Michigan being limited to our investment in the homes.

Okay. And along those themes, rental home revenue just as a percentage of total MH revenues continues to edge higher, and the NOI portion has exceeded 10%. Where do those percentages go to? Or maybe, what do you let them go to? I don't know if you think about it. As a core owner of occupied communities, you don't want to get it to a certain level. So I guess, ultimately, where does the percentage of total MH go to?

I think what we do with respect to this is make those decisions at the margin, determining where we can increase the rentals. And frankly, where we're increasing rentals is where we think that we'll have the opportunity to sell and have those renters become owners. So is there an amount set that -- where -- a target rate? No, it's really just an incremental decision based on the marketplace.

And just more broadly, I think the issue that's going to play in terms of how we react to the housing market is really a much larger question of what's going on in the housing market generally. And I think there needs to be some more healing in the single-family housing market before you'll see home sales in the Manufactured Home Community business kind of return to some normalized number. And the other factor that's going to play is just the availability of chattel financing coming back to the manufactured housing industry as well.

And just finally, just looking at your acquisition pipeline, what appears to be more attractive right now? Are you looking at more All Age manufactured housing? RV? Age restricted? Can you maybe break those up for us

Like -- as mentioned earlier, we're not seeing a lot of transactions out there. But in terms of what would be attractive to us, certainly in the real estate locations where we are, coastal locations are attractive to us. It's all about the real estate, frankly. And whether or not that's in RV or in MH or almost -- we're indifferent just based on where we can get a well-located asset.

Your next question comes from the line of Andrew McCulloch of Green Street Advisors.

Marguerite, you said earlier that you may be able to start pushing some incremental home sales in certain markets. What market are those specifically?

We've seen in this year Florida and Arizona as contributing to our increase in used home sales. But again, that's the used home sales, not on the new home sales.

And is that incremental buyer that started to come back? An all-cash senior buyer? Or is that an All Age buyer that's financing the homes?

It's a -- it's an all-cash buyer. It's an all-cash buyer that's coming back.

Okay. And Tom, you just mentioned chattel financing. Can you give us an update on the market for chattel loans? Has there been any significant change in rates or availability for mortgage financing for home buyers?

There has not been a significant change in availability for customers. I mean, their rates are still call it 8% to 11-ish percent range, and they need to have a high FICO score, they need to have good quality down payment, they may need to have or need to be able to demonstrate income. So it continues to be challenging. And the sources are few and the requirements for programs are recourse to the community owners. So those community owners that are offering financing are backstopping the debt that is being provided to those customers.

[Operator Instructions] And your next question is a follow-up from the line of Eric Wolfe of Citigroup.

Yes, Michael Bilerman again. I guess this is both for Tom and for Marguerite. I guess when you sit back and you think about -- the stock is up a couple of percent but, obviously, dramatically underperforming the REIT sector despite what is very positive news on the core front, very positive news on earnings this year, very positive news growth into next year, very positive news on the dividend. Yet the stock is still at a material discount relative to net asset value. And obviously, a material discount relative to peers. And so when you sort of take all that and then you look at your balance sheet, you're sitting at $150 million of cash, you're generating $20 million to $25 million of cash a quarter, you have nothing drawn on the line. It doesn't sound like there's this big acquisition that's sort of in the works. You have no debt maturities really next year. Why not be more aggressive with your own stock? And Tom, you as the manager and the CEO have been in this in the past. If you go back to late '90s, you think about the leverage recap in 2004, you guys have taken advantage of your own stock when you believed it was trading at a discount. I know you put the ATM in place, but you didn't issue anything, so that sort of highlights what you feel about your stock. Why not buy it back?

That's a great question. And I think in order to answer that question, I guess I would ask everybody to kind of pull back. When we say underperformance, you're talking about underperformance in a very relatively short period of time. If you want to talk performance over a long period of time, ELS has clearly outperformed on just about any metric you want to look at, whether it's growth in FFO, whether it's growth in NOI, whether it's total return to shareholders. So this company, over the long period of time, has clearly performed extremely well. So your comment may be correct relative to a finite period of time. And then let's look at the finite period of time. I mean, Sam is out there and very public with respect to his statements, and we tend to agree with them that today is filled with uncertainty. You had the Fed increase their balance $2 trillion. You've had the Federal Government run with $1.5 trillion, $1 trillion-plus deficits for 3 years running with no end in sight. And all of that has been providing liquidity to the marketplace, and that liquidity is finding its home in various asset classes. And a lot of that is determined based on transactional activity where people can actually put an x in a valuation and get comfortable that everything else ought to be valued off of that. That's very difficult to do with ELS, and it has always been an issue with respect to finding credible comps for the valuation of ELS. That's what makes us so unique and so great of a stock to own. But at certain times, it creates these differences between what everybody else is doing and what ELS is doing. But those tend to even out over time, and ELS's…

Should we think about, I guess, adding to that balance sheet? So would you -- you didn't tap the ATM, but would you want the balance sheet to be stronger than it is today? So should we expect further cash generating activities, whether it be an actual preferred offering or issuance on the ATM? How should we think about where you want to take the balance sheet to be in a position to deflect some of this uncertainty in 2013 and also potential acquisition activity?

I think we're well positioned as we sit here today. I don't think we need to create more flexibility in our balance sheet. I think we've got fantastic cash flow generation. I think we've got a $380 million line of credit that's untapped. We have probably $700 million to $1 billion of leverageable assets on an unencumbered asset pool. So we are in a very strong position to react to opportunities. Now having said that, opportunities don't always line up when you want them to line up. But clearly, this company has done very well running its balance sheet from that perspective historically.

And then, I guess, just last question. You talked about the private market in terms of the Hometown acquisition, and I'm just curious how you think of you or even Sam think of ELS in that context of an organization that has derived substantial value for shareholders over time, which I totally agree with, and I was just being a little bit more narrow in looking at where the stock trades today, which is obviously still at a discount and a discount to NAV as well, whether you want to explore doing something more meaningful, right? So if you're not going to go down the path of doing a share buyback or some sort of share or leveraged recap, would you entertain a potential sale of the company into the private market if the cap rates are that strong?

That's a question that's difficult to answer because we trade in the marketplace every day. So obviously, people can own ELS today if they want to and they understand where ELS is trading versus the apartment space. So I'm not sure I can even answer the question other than to say ELS is preparing itself to be successful on a go-forward basis. I think it's made some very good decisions over time. I think relative to managing the balance sheet more aggressively, as we come up to 2014 and 2015 and we have solid answers with respect to what we're going to do with those rather large debt maturities, I think you might see us be much more aggressive because some of the uncertainty with respect to issues that could impact our balance sheet would be taken care of at that time. So on a go-forward basis, I think when you see some resolution on those maturities, I think you'll see much more clarity from ELS as to what it's going to do with its excess capacity there from a dividend paying capacity or from a leverage capacity.

And there are no further questions at this time. I'd like to turn the call back over to Tom Heneghan. Please proceed.

All right, everyone. Well, thank you for joining us on this call, and we look forward to updating you at the end of the year. Take care, everyone. Bye.

Thank you very much. This concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.