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EQUITY LIFESTYLE PROPERTIES INC - Quarter Report: 2019 June (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________ 
FORM 10-Q
_________________________________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission file number: 1-11718
_________________________________________________________ 
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________ 
Maryland
 
 
 
36-3857664
(State or other jurisdiction of incorporation)
 
 
(IRS Employer Identification Number)
Two North Riverside Plaza, Suite 800
 
Chicago,
Illinois
 
60606
(Address of Principal Executive Offices)
 
 
 
(Zip Code)

(312) 279-1400
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
ELS
New York Stock Exchange
_________________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 91,033,894 shares of Common Stock as of July 24, 2019.
 



Equity LifeStyle Properties, Inc.
Table of Contents
 
 
 
Page
Item 1.
Financial Statements (unaudited)
 
 
Index To Financial Statements
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

2


Part I – Financial Information

Item 1. Financial Statements

Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
 
As of
 
As of
 
June 30, 2019
 
December 31, 2018

(unaudited)
 
 
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,418,353

 
$
1,408,832

Land improvements
3,236,899

 
3,143,745

Buildings and other depreciable property
781,671

 
720,900

 
5,436,923

 
5,273,477

Accumulated depreciation
(1,704,091
)
 
(1,631,888
)
Net investment in real estate
3,732,832

 
3,641,589

Cash and restricted cash
90,457

 
68,974

Notes receivable, net
36,010

 
35,041

Investment in unconsolidated joint ventures
55,195

 
57,755

Deferred commission expense
40,710

 
40,308

Other assets, net
59,274

 
46,227

Assets held for sale, net

 
35,914

Total Assets
$
4,014,478

 
$
3,925,808

 
 
 
 
Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable, net
$
2,075,689

 
$
2,149,726

Term loan, net
198,787

 
198,626

Accounts payable and other liabilities
127,051

 
102,854

Deferred revenue – upfront payments from right-to-use contracts (membership upgrade sales)
121,047

 
116,363

Deferred revenue – right-to-use annual payments (membership subscriptions)
13,022

 
10,055

Accrued interest payable
8,187

 
8,759

Rents and other customer payments received in advance and security deposits
104,249

 
81,114

Distributions payable
58,972

 
52,617

Liabilities related to assets held for sale

 
12,350

Total Liabilities
2,707,004

 
2,732,464

Equity:
 
 
 
Stockholders' Equity:
 
 
 
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of June 30, 2019 and December 31, 2018; none issued and outstanding.

 

Common stock, $0.01 par value, 400,000,000 and 200,000,000 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 91,032,007 and 89,921,018 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively.
906

 
896

Paid-in capital
1,397,613

 
1,329,391

Distributions in excess of accumulated earnings
(162,204
)
 
(211,034
)
Accumulated other comprehensive income (loss)
(242
)
 
2,299

Total Stockholders’ Equity
1,236,073

 
1,121,552

Non-controlling interests – Common OP Units
71,401

 
71,792

Total Equity
1,307,474

 
1,193,344

Total Liabilities and Equity
$
4,014,478

 
$
3,925,808









The accompanying notes are an integral part of the consolidated financial statements.

3


Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
(unaudited)
 
Quarters Ended June 30,

Six Months Ended June 30,
 
2019

2018

2019

2018
Revenues:
 
 
 
 
 
 
 
Rental income
$
212,007

 
$
199,155

 
$
435,573

 
$
406,148

Right-to-use annual payments (membership subscriptions)
12,586

 
11,891

 
24,902

 
23,410

Right-to-use contracts current period, gross (membership upgrade sales)
5,041

 
3,944

 
8,879

 
7,106

Right-to-use contract upfront payments, deferred, net
(2,912
)
 
(2,021
)
 
(4,683
)
 
(3,306
)
Other income
10,265

 
12,536

 
20,635

 
25,572

Gross revenues from home sales
7,825

 
9,105

 
14,300

 
17,414

Brokered resale and ancillary services revenues, net
872

 
617

 
2,431

 
2,018

Interest income
1,803

 
1,862

 
3,554

 
3,812

Income from other investments, net
879

 
3,413

 
1,865

 
4,353

Total revenues
248,366

 
240,502


507,456


486,527

Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
84,868

 
81,720

 
162,816

 
158,052

Real estate taxes
15,107

 
13,440

 
30,430

 
27,575

Sales and marketing, gross
4,214

 
3,305

 
7,623

 
6,117

Right-to-use contract commissions, deferred, net
(389
)
 
(262
)
 
(580
)
 
(286
)
Property management
14,385

 
13,472

 
28,070

 
27,153

Depreciation and amortization
37,776

 
34,345

 
75,753

 
66,719

Cost of home sales
8,164

 
9,632

 
14,796

 
18,206

Home selling expenses
1,102

 
973

 
2,185

 
2,048

General and administrative
9,225

 
9,669

 
19,134

 
17,707

Other expenses
540

 
367

 
967

 
710

Early debt retirement
1,491

 

 
1,491

 

Interest and related amortization
26,024

 
26,285

 
52,417

 
51,988

Total expenses
202,507

 
192,946


395,102


375,989

Gain on sale of real estate, net

 

 
52,507

 

Income before equity in income of unconsolidated joint ventures
45,859

 
47,556


164,861


110,538

Equity in income of unconsolidated joint ventures
3,226

 
1,613

 
4,759

 
2,808

Consolidated net income
49,085

 
49,169


169,620


113,346

 
 
 
 
 
 
 
 
Income allocated to non-controlling interests – Common OP Units
(2,676
)
 
(3,024
)
 
(9,902
)
 
(6,979
)
Redeemable perpetual preferred stock dividends
(8
)
 
(8
)
 
(8
)
 
(8
)
Net income available for Common Stockholders
$
46,401

 
$
46,137


$
159,710


$
106,359

 
 
 
 
 
 
 
 
Consolidated net income
$
49,085

 
$
49,169

 
$
169,620

 
$
113,346

Other comprehensive income (loss):
 
 
 
 
 
 
 
Adjustment for fair market value of swap
(1,610
)
 
764

 
(2,541
)
 
2,637

Consolidated comprehensive income
47,475

 
49,933


167,079


115,983

Comprehensive income allocated to non-controlling interests – Common OP Units
(2,589
)
 
(3,071
)
 
(9,759
)
 
(7,141
)
Redeemable perpetual preferred stock dividends
(8
)
 
(8
)
 
(8
)
 
(8
)
Comprehensive income attributable to Common Stockholders
$
44,878

 
$
46,854


$
157,312


$
108,834

 
 
 
 
 
 
 
 
Earnings per Common Share – Basic
$
0.51

 
$
0.52

 
$
1.78

 
$
1.20

 
 
 
 
 
 
 
 
Earnings per Common Share – Fully Diluted
$
0.51

 
$
0.52

 
$
1.77

 
$
1.20

 
 
 
 
 
 
 
 
Weighted average Common Shares outstanding – basic
90,156

 
88,549

 
89,969

 
88,537

Weighted average Common Shares outstanding – fully diluted
95,930

 
94,623

 
95,773

 
94,600



The accompanying notes are an integral part of the consolidated financial statements.

4


Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
 
Common
Stock
 
Paid-in
Capital
 
Redeemable
Perpetual
Preferred
Stock
 
Distributions
in Excess of
Accumulated
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests –
Common OP
Units
 
Total
Equity
Balance as of December 31, 2018
$
896

 
$
1,329,391

 
$

 
$
(211,034
)
 
$
2,299

 
$
71,792

 
$
1,193,344

Exchange of Common OP Units for common stock

 
66

 

 

 

 
(66
)
 

Issuance of common stock through exercise of options

 
53

 

 

 

 

 
53

Issuance of common stock through employee stock purchase plan

 
652

 

 

 

 

 
652

Compensation expenses related to restricted stock and stock options

 
2,420

 

 

 

 

 
2,420

Repurchase of common stock or Common OP Units

 
(53
)
 

 

 

 

 
(53
)
Adjustment for Common OP Unitholders in the Operating Partnership

 
(56
)
 

 

 

 
56

 

Adjustment for fair market value of swap

 

 

 

 
(931
)
 

 
(931
)
Consolidated net income

 

 

 
113,309

 

 
7,226

 
120,535

Distributions

 

 

 
(55,123
)
 

 
(3,516
)
 
(58,639
)
Other

 
(63
)
 

 

 

 

 
(63
)
Balance as of March 31, 2019
896

 
1,332,410

 
$

 
(152,848
)
 
1,368

 
75,492

 
1,257,318

Exchange of Common OP Units for Common Stock
5

 
6,430

 

 

 

 
(6,435
)
 

Issuance of Common Stock through employee stock purchase plan

 
587

 

 

 

 

 
587

Issuance of Common Stock
5

 
59,314

 

 

 

 

 
59,319

Compensation expenses related to restricted stock and stock options

 
2,625

 

 

 

 

 
2,625

Adjustment for Common OP Unitholders in the Operating Partnership

 
(2,883
)
 

 

 

 
2,883

 

Adjustment for fair market value of swap

 

 

 

 
(1,610
)
 

 
(1,610
)
Consolidated net income

 

 
8

 
46,401

 

 
2,676

 
49,085

Distributions

 

 
(8
)
 
(55,757
)
 

 
(3,215
)
 
(58,980
)
Other

 
(870
)
 

 

 

 

 
(870
)
Balance as of June 30, 2019
$
906

 
$
1,397,613

 
$

 
$
(162,204
)
 
$
(242
)
 
$
71,401

 
$
1,307,474
























The accompanying notes are an integral part of the consolidated financial statements.

5



Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)

 
Common
Stock
 
Paid-in
Capital
 
Redeemable
Perpetual
Preferred 
Stock
 
Distributions
in Excess of
Accumulated
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
interests –
Common OP
Units
 
Total
Equity
Balance as of December 31, 2017
$
883

 
$
1,242,109

 
$

 
$
(211,980
)
 
$
942

 
$
68,088

 
$
1,100,042

Cumulative effect of change in accounting principle (ASC 606, Revenue Recognition)

 

 

 
(15,186
)
 

 

 
(15,186
)
Balance as of January 1, 2018
883

 
1,242,109

 

 
(227,166
)
 
942

 
68,088

 
1,084,856

Exchange of Common OP Units for common stock

 
80

 

 

 

 
(80
)
 

Issuance of common stock through employee stock purchase plan

 
503

 

 

 

 

 
503

Compensation expenses related to restricted stock and stock options

 
1,800

 

 

 

 

 
1,800

Adjustment for Common OP Unitholders in the Operating Partnership

 
782

 

 

 

 
(782
)
 

Adjustment for fair market value of swap

 

 

 

 
1,873

 

 
1,873

Consolidated net income

 

 

 
60,222

 

 
3,955

 
64,177

Distributions

 

 

 
(48,805
)
 

 
(3,205
)
 
(52,010
)
Other

 
(60
)
 

 

 

 

 
(60
)
Balance as of March 31, 2018
883

 
1,245,214

 

 
(215,749
)
 
2,815

 
67,976

 
1,101,139

Exchange of Common OP Units for Common Stock
1

 
81

 

 

 

 
(82
)
 

Issuance of Common Stock through employee stock purchase plan

 
343

 

 

 

 

 
343

Compensation expenses related to restricted stock and stock options

 
2,741

 

 

 

 

 
2,741

Adjustment for Common OP Unitholders in the Operating Partnership

 
(57
)
 

 

 

 
57

 

Adjustment for fair market value of swap

 

 

 

 
764

 

 
764

Consolidated net income

 

 
8

 
46,137

 

 
3,024

 
49,169

Distributions

 

 
(8
)
 
(48,841
)
 

 
(3,201
)
 
(52,050
)
Other

 
(275
)
 

 

 

 

 
(275
)
Balance as of June 30, 2018
$
884

 
$
1,248,047

 
$

 
$
(218,453
)
 
$
3,579

 
$
67,774

 
$
1,101,831


 






















The accompanying notes are an integral part of the consolidated financial statements.

6


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)
 
Six Months Ended June 30,
 
2019
 
2018
Cash Flows From Operating Activities:
 
 
 
Consolidated net income
$
169,620

 
$
113,346

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
Gain on sale of real estate, net
(52,507
)
 

Early debt retirement
1,491

 

Depreciation and amortization
76,648

 
67,431

Amortization of loan costs
1,768

 
1,772

Debt premium amortization
(232
)
 
(711
)
Equity in income of unconsolidated joint ventures
(4,759
)
 
(2,808
)
Distributions of income from unconsolidated joint ventures
2,008

 
1,732

Proceeds from insurance claims, net
4,422

 
1,809

Compensation expense related to restricted stock and stock options
5,045

 
4,541

Revenue recognized from right-to-use contract upfront payments (membership upgrade sales)
(4,195
)
 
(3,800
)
Commission expense recognized related to right-to-use contracts
1,867

 
1,810

Long-term incentive plan compensation
(3,608
)
 
461

Changes in assets and liabilities:
 
 
 
Notes receivable, net
(1,079
)
 
642

Deferred commission expense
(2,269
)
 
(2,010
)
Other assets, net
(8,275
)
 
10,895

Accounts payable and other liabilities
25,962

 
9,274

Deferred revenue – upfront payments from right-to-use contracts (membership upgrade sales)
8,879

 
7,106

Deferred revenue – right-to-use annual payments (membership subscriptions)
2,967

 
2,874

Rents and other customer payments received in advance and security deposits
20,932

 
15,601

Net cash provided by operating activities
244,685

 
229,965

Cash Flows From Investing Activities:
 
 
 
Real estate acquisitions, net
(38,463
)
 
(53,289
)
Proceeds from disposition of properties, net
77,746

 

Investment in unconsolidated joint ventures

 
(3,791
)
Distributions of capital from unconsolidated joint ventures
5,169

 
110

Proceeds from insurance claims
1,111

 
2,335

Repayments of notes receivable

 
13,823

Capital improvements
(121,444
)
 
(81,377
)
Net cash used in investing activities
(75,881
)
 
(122,189
)




















The accompanying notes are an integral part of the consolidated financial statements.

7



Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(amounts in thousands)
(unaudited)

 
Six Months Ended June 30,
 
2019
 
2018
Cash Flows From Financing Activities:
 
 
 
Proceeds from stock options and employee stock purchase plan
1,237

 
846

Gross proceeds from the issuance of common stock
59,319

 

Distributions:
 
 
 
Common Stockholders
(104,579
)
 
(92,008
)
Common OP Unitholders
(6,676
)
 
(6,049
)
Preferred Stockholders
(8
)
 
(8
)
Principal payments and mortgage debt repayment
(93,982
)
 
(23,964
)
New mortgage notes payable financing proceeds

 
64,014

Line of Credit payoff

 
(97,000
)
Line of Credit proceeds

 
67,000

Debt issuance and defeasance costs
(1,700
)
 
(1,688
)
Other
(932
)
 
(335
)
Net cash used in financing activities
(147,321
)
 
(89,192
)
Net increase in cash and restricted cash
21,483

 
18,584

Cash and restricted cash, beginning of period
68,974

 
35,631

Cash and restricted cash, end of period
$
90,457

 
$
54,215


 
Six Months Ended June 30,
 
2019
 
2018
Supplemental Information:
 
 
 
Cash paid for interest
$
51,744

 
$
52,658

Net investment in real estate – reclassification of rental homes
$
12,451

 
$
15,396

Other assets, net – reclassification of rental homes
$
(12,451
)
 
$
(15,396
)
 
 
 
 
Real estate acquisitions:
 
 
 
Investment in real estate
$
(58,871
)
 
$
(71,756
)
Other assets, net
(412
)
 
(9
)
Debt assumed
19,212

 
9,200

Debt financed

 
8,786

Other liabilities
1,608

 
490

Real estate acquisitions, net
$
(38,463
)
 
$
(53,289
)
 
 
 
 
Real estate dispositions:
 
 
 
Investment in real estate
$
35,572

 
$

Notes receivable, net
295

 

Other assets, net
97

 

Mortgage notes payable, net
(11,175
)
 

Other liabilities
450

 

Gain on sale of real estate, net
52,507

 

Real estate dispositions, net
$
77,746

 
$













The accompanying notes are an integral part of the consolidated financial statements.

8


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 1 – Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”) are referred to herein as “we,” “us,” "the Company," and “our.” We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties") consisting primarily of manufactured home ("MH") and recreational vehicle ("RV") communities. We provide our customers the opportunity to place factory-built homes, cottages, cabins or RVs on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter right-to-use contracts, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by wholly-owned affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 94.5% interest as of June 30, 2019. As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for variable interest entities in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2018 Form 10-K.
Intercompany balances and transactions have been eliminated. All adjustments to the interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results. Certain prior period amounts have been reclassified on our interim consolidated financial statements to conform with current year presentation.

Note 2 – Summary of Significant Accounting Policies
(a)    Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ("ASU 2016-02") Leases. This new guidance, including the related subsequently issued ASUs, provides the principles for the recognition, measurement, presentation and disclosure of leases, including the requirement that lessees recognize right-of-use ("ROU") assets and lease liabilities for leases on the Consolidated Balance Sheets.
We adopted the new lease standard effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Results for reporting periods beginning January 1, 2019 are presented under the new lease standard. We made an accounting policy election to not recognize ROU assets and lease liabilities for leases with a term of 12 months or less. We elected the package of practical expedients permitted under the transition guidance within the new standard and were not required to reassess the following upon adoption: (i) whether an expired or existing contract met the definition of a lease, (ii) the lease classification at January 1, 2019 for existing leases and (iii) whether leasing costs previously capitalized as initial direct costs would continue to be amortized. Upon adoption, we did not have an adjustment to the opening balance of retained earnings due to the election of these practical expedients.
As a lessor, we adopted the practical expedient that allowed us not to separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue if certain criteria were met. We assessed these criteria and concluded the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and as our leases qualify as operating leases, we accounted for and presented rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income for 2019 and 2018. In addition, the new standard requires our expected credit loss related to the collectability of lease receivables to be reflected as an adjustment to the line item Rental income prospectively starting from January 1, 2019. For 2018, the credit loss related to the collectability of lease receivables was recognized

9

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

in the line item Property operating and maintenance and was not significant. The guidance regarding capitalization of leasing costs did not have any effect on our consolidated financial statements.
On January 1, 2019, we recognized ROU assets of $17.5 million and lease liabilities of $18.7 million on the Consolidated Balance Sheets, principally for our ground and office space leases, in which we are the lessee.
For more disclosure on the adoption of the new lease accounting standard, see Note 3. Leases.
(b)    New Accounting Pronouncements
In August 2018, the FASB issued ("ASU 2018-15") Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 provides clarity on the accounting for implementation costs of a cloud computing arrangement that is a service contract. The project stage (that is, preliminary project stage, application development stage, or post implementation stage) and the nature of the implementation costs determine which costs to capitalize as an asset related to the service contract and which ones to expense. This update also requires the capitalized implementation costs to be expensed over the term of the arrangement and to be presented in the same line item in the consolidated financial statements as the fees associated with the service of the arrangement. ASU 2018-15 is effective in fiscal years beginning after December 15, 2019, including interim periods within those years. Early adoption is permitted. This guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently in the process of evaluating the potential impact, if any, that the adoption of this standard may have on the consolidated financial statements and related disclosures.
In June 2016, the FASB issued (“ASU 2016-13”) Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that adoption of this standard may have on the consolidated financial statements and related disclosures.
(c)    Revenue Recognition
We account for certain revenue streams in accordance with Accounting Standard Codification (ASC) 606, Revenue from Contracts with Customers. Right-to-use contracts (also referred to as membership subscriptions), provide our customers access to specific Properties for limited stays at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period in which access to Sites at certain Properties are provided. Right-to-use upgrade contracts grant certain additional access rights to the customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years.
Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred.
(d)    Restricted Cash
As of June 30, 2019 and December 31, 2018, restricted cash consists of $27.5 million and $24.1 million, respectively, primarily related to cash reserved for customer deposits and amounts escrowed for insurance and real estate taxes.


10


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3 – Leases

Lessor
Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases, and is recognized over the term of the respective operating lease or the length of a customer's stay. Our MH community Sites and annual RV community Sites are leased on an annual basis. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our Properties.
The leases entered into between the customer and us for the rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases:

 
(amounts in thousands)
 
As of June 30, 2019
2019
 
$
60,067

2020
 
120,012

2021
 
65,321

2022
 
34,906

2023
 
19,714

Thereafter
 
84,254

Total
 
$
384,274



Lessee
We lease land under non-cancelable operating leases at 13 Properties expiring at various dates through 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2026. For the quarters ended June 30, 2019 and 2018, total operating lease payments were $2.3 million and $2.1 million, respectively. For the six months ended June 30, 2019 and 2018, total operating lease payments were $4.6 million and $4.1 million, respectively.
The following table summarizes our future minimum rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liabilities for our operating leases:
(amounts in thousands)
 
As of June 30, 2019
 
As of December 31, 2018
2019
 
$
2,770

 
$
4,921

2020
 
4,801

 
4,801

2021
 
4,179

 
4,179

2022
 
2,103

 
2,103

2023
 
953

 
953

Thereafter
 
5,054

 
5,054

Total undiscounted rental payments
 
19,860

 
22,011

Less imputed interest
 
(2,895
)
 
(3,289
)
Total lease liabilities
 
$
16,965

 
$
18,722


    
ROU assets and lease liabilities from our operating leases included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets were $15.7 million and $17.0 million, respectively, as of June 30, 2019. The weighted average remaining lease term for our operating leases was 7 years and the weighted average incremental borrowing rate was 4.4% at June 30, 2019.

11


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 4 – Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per common share for the quarters and six months ended June 30, 2019 and 2018:
 
 
Quarters Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands, except per share data)
 
2019
 
2018
 
2019
 
2018
Numerator:
 
 
 
 
 
 
 
 
Net income available for Common Stockholders – Basic
 
$
46,401

 
$
46,137

 
$
159,710

 
$
106,359

Amounts allocated to dilutive securities
 
2,676

 
3,024

 
9,902

 
6,979

Net income available for Common Stockholders – Fully Diluted
 
$
49,077

 
$
49,161

 
$
169,612

 
$
113,338

Denominator:
 
 
 
 
 
 
 
 
Weighted average Common Shares outstanding – Basic
 
90,156

 
88,549

 
89,969

 
88,537

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Exchange of Common OP Units for Common Shares
 
5,643

 
5,826

 
5,691

 
5,827

Restricted stock and stock options
 
131

 
248

 
113

 
236

Weighted average Common Shares outstanding – Fully Diluted
 
95,930

 
94,623

 
95,773

 
94,600

 
 
 
 
 
 
 
 
 
Earnings per Common Share – Basic
 
$
0.51

 
$
0.52

 
$
1.78

 
$
1.20

 
 
 
 
 
 
 
 
 
Earnings per Common Share – Fully Diluted
 
$
0.51

 
$
0.52

 
$
1.77

 
$
1.20

 
 
 
 
 
 
 
 
 


Note 5 – Common Stock and Other Equity Related Transactions
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to Common Stockholders and the limited partners of the Operating Partnership (the "Common OP Unit holders") since January 1, 2018.
Distribution Amount Per Share
 
For the Quarter Ended
 
Stockholder Record Date
 
Payment Date
$0.5500
 
March 31, 2018
 
March 30, 2018
 
April 13, 2018
$0.5500
 
June 30, 2018
 
June 29, 2018
 
July 13, 2018
$0.5500
 
September 30, 2018
 
September 28, 2018
 
October 12, 2018
$0.5500
 
December 31, 2018
 
December 28, 2018
 
January 11, 2019
$0.6125
 
March 31, 2019
 
March 29, 2019
 
April 12, 2019
$0.6125
 
June 30, 2019
 
June 28, 2019
 
July 12, 2019


Increase in Authorized Shares

On April 30, 2019, our stockholders approved an amendment to our charter to increase the number of shares of our common stock that we are authorized to issue from 200,000,000 to 400,000,000 shares.

Equity Offering Program
On October 26, 2018, we entered into our current at-the-market ("ATM") equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock, par value $0.01 per share, having an aggregate offering price of up to $200.0 million. As of June 30, 2019, we have $140.7 million of common stock available for issuance.




12

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5 – Common Stock and Other Equity Related Transactions (continued)

The following table presents the shares that were issued under the current ATM equity offering program during the six months ended June 30, 2019. There was no activity under the ATM equity offering program during the six months ended June 30, 2018.
 
 
Six Months Ended June 30,
(amounts in thousands, except stock data)
 
2019
Shares of Common Stock sold
 
505,236

Weighted average price
 
$
117.41

Total gross proceeds 
 
$
59,319

Commissions paid to sales agents
 
$
771


Exchanges
Subject to certain limitations, Common OP Unit holders can request an exchange of any or all of their OP Units for shares of Common Stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash. During the six months ended June 30, 2019, 495,325 OP Units were exchanged for an equal number of shares of Common Stock. During the six months ended June 30, 2018, 13,838 OP Units were exchanged for an equal number of shares of Common Stock.

Note 6 – Investment in Real Estate
Acquisitions
On May 29, 2019, we completed the acquisition of White Oak Shores Camping and RV Resort, a 455-site RV community located in Stella, North Carolina, for a purchase price of $20.5 million. The acquisition was funded with available cash.
On April 10, 2019, we completed the acquisition of Round Top RV Campground, a 391-site RV community located in Gettysburg, Pennsylvania, for a purchase price of $12.4 million. This acquisition was funded with available cash and a loan assumption of approximately $7.8 million, excluding mortgage premium of $0.2 million.
On March 25, 2019, we completed the acquisitions of Drummer Boy Camping Resort, a 465-site RV community located in Gettysburg, Pennsylvania, and Lake of the Woods Campground, a 303-site RV community located in Wautoma, Wisconsin, for a total purchase price of $25.4 million. These acquisitions were funded with available cash and a loan assumption of approximately $10.8 million, excluding mortgage premium of $0.4 million.
Dispositions
On January 23, 2019, we closed on the sale of five all-age MH communities located in Indiana and Michigan, collectively containing 1,463 sites, for $89.7 million. The assets and liabilities associated with the transaction were classifieds as held for sale on the Consolidated Balance Sheets as of December 31, 2018. We recognized a gain on sale of these Properties of $52.5 million during the first quarter of 2019.


13


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 7 – Investment in Unconsolidated Joint Ventures
The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of June 30, 2019 and December 31, 2018, respectively):
 
 
 
 
 
 
 
 
Investment as of
 
Income/(Loss) for
Six Months Ended
Investment
 
Location
 
 Number of Sites (a)
 
Economic
Interest
(b)
 
June 30,
2019
 
December 31,
2018
 
June 30,
2019
 
June 30,
2018
Meadows
 
Various (2,2)
 
1,077

 
50
%
 
$
346

 
$
346

 
$
800

 
$
819

Lakeshore
 
Florida (3,3)
 
720

 
(c)

 
2,154

 
2,263

 
122

 
123

Voyager
 
Arizona (1,1)
 
1,801

 
50
%
(d) 
414

 
3,135

 
2,925

 
883

Loggerhead
 
Florida
 
2,343

 
49
%
 
35,789

 
35,789

 
642

 
689

ECHO JV
 
Various
 

 
50
%
 
16,492

 
16,222

 
270

 
294

 
 
 
 
5,941

 
 
 
$
55,195

 
$
57,755

 
$
4,759

 
$
2,808

_____________________
(a)
Loggerhead sites represent marina slip count.
(b)
The percentages shown approximate our economic interest as of June 30, 2019. Our legal ownership interest may differ.
(c)
Includes two joint ventures in which we own a 65% interest and Crosswinds joint venture in which we own a 49% interest.
(d)
Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and a 33% interest in the utility plant servicing the Property.
We received approximately $7.2 million and $1.8 million in distributions from our unconsolidated joint ventures for the six months ended June 30, 2019 and 2018, respectively. Approximately $2.7 million of the distributions made to us exceeded our basis in unconsolidated joint ventures for the six months ended June 30, 2019 and, as such, were recorded as income from unconsolidated joint ventures. None of the distributions made to us exceeded our basis in joint ventures for the six months ended June 30, 2018.

Note 8 – Borrowing Arrangements
Mortgage Notes Payable
2019 Activity
During the three months ended March 31, 2019, we defeased mortgage debt of $11.2 million in conjunction with the disposition of the five MH Properties as disclosed in Note 6. Investment in Real Estate. These loans had a weighted average interest rate of 5.0% per annum.

During the three months ended June 30, 2019, we prepaid four loans secured by four properties (three MH and one RV), which were scheduled to mature in 2020. The loans had an outstanding principal balance of $66.8 million and a weighted average interest rate of 6.9% per annum. As part of the transaction, we incurred $1.4 million of prepayment penalties. We used the proceeds from the ATM and our available cash to fund the loan payments.
In connection with the acquisitions that closed during the six months ended June 30, 2019, we assumed mortgage debt of $18.6 million, excluding mortgage note premium of $0.6 million. These loans carry a weighted average interest rate of 5.4% per annum and mature between 2022 and 2024.
2018 Activity
During the three months ended March 31, 2018, we closed on one loan, secured by two RV communities, for gross proceeds of approximately $64.0 million. The loan carries an interest rate of 4.8% per annum and matures in 2038.
In connection with the Serendipity acquisition that closed during the three months ended March 31, 2018, we assumed a loan of approximately $9.2 million and obtained additional financing of $8.8 million for total mortgage debt, secured by the MH community, of $18.0 million with an interest rate of 4.8% that matures in 2039.



14

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 – Borrowing Arrangements (continued)

Our mortgage notes payable is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our mortgage notes payable:
 
 
As of June 30, 2019
 
As of December 31, 2018
(amounts in thousands)
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Mortgage notes payable, excluding deferred financing costs
 
$
2,203,298

 
$
2,099,714

 
$
2,164,563

 
$
2,174,715



The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of June 30, 2019, was approximately 4.5% per annum. The debt bears interest at stated rates ranging from 3.5% to 8.9% per annum and matures on various dates ranging from 2020 to 2041. The debt encumbered a total of 116 and 118 of our Properties as of June 30, 2019 and December 31, 2018, respectively, and the carrying value of such Properties was approximately $2,475.4 million and $2,489.8 million, as of June 30, 2019 and December 31, 2018, respectively.
Unsecured Line of Credit
During the six months ended June 30, 2019, we did not borrow or pay off amounts on our unsecured Line of Credit ("LOC"). During the six months ended June 30, 2018, we paid off our unsecured line of credit balance, including approximately $30.0 million outstanding as of December 31, 2017. As of June 30, 2019, the full capacity on our LOC remained available.
As of June 30, 2019, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 9 – Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. We do not enter into derivatives for speculative purposes. In connection with our $200.0 million senior unsecured term loan (the “Term Loan”), which has an interest rate of LIBOR plus 1.20% to 1.90% per annum, we entered into a three-year LIBOR Swap Agreement (the "Swap") allowing us to trade the variable interest rate on the Term Loan for a fixed interest rate. The Swap has a notional amount of $200.0 million of outstanding principal with an underlying LIBOR of 1.85% per annum and matures on November 1, 2020. Based on the leverage as of June 30, 2019, our spread over LIBOR was 1.20% resulting in an estimated all-in interest rate of 3.05% per annum.
Our derivative financial instrument is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:
 
 
 
 
As of June 30,
 
As of December 31,
(amounts in thousands)
 
Balance Sheet Location
 
2019
 
2018
Interest Rate Swap
 
Other assets, net
 
$

 
$
2,299

Interest Rate Swap
 
Accounts payable and other liabilities
 
$
242

 
$



The following table presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:
Derivatives in Cash Flow Hedging Relationship
 
Amount of (gain)/loss recognized
in OCI on derivative
for the six months ended June 30,
 
Location of (gain)/ loss reclassified from
accumulated OCI into income
 
Amount of (gain)/loss reclassified from
accumulated OCI into income
for the six months ended June 30,
(amounts in thousands)
 
2019
 
2018
 
(amounts in thousands)
 
2019
 
2018
Interest Rate Swap
 
$
1,901

 
$
(2,544
)
 
Interest Expense
 
$
(640
)
 
$
93



15

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9 – Derivative Instruments and Hedging Activities (continued)

During the next twelve months through June 30, 2020, we estimate no material changes to interest expense. This estimate may be subject to change as the underlying LIBOR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of June 30, 2019, we did not post any collateral related to this agreement.
Note 10 – Equity Incentive Awards
Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by our Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. During the quarter ended March 31, 2019, 61,200 shares of restricted stock were awarded to certain members of our management team. Of these shares, 50% are time-based awards, vesting in equal installments over a three-year period on January 31, 2020, January 29, 2021, and January 31, 2022, respectively, and have a grant date fair value of $3.2 million. The remaining 50% are performance-based awards, and are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 10,201 shares of restricted stock awarded in 2019 subject to 2019 performance goals have a grant date fair value of $1.1 million. Additionally, 11,711 shares of restricted stock awarded in 2018 subject to 2019 performance goals have a grant date fair value of $1.3 million.
During the quarter ended June 30, 2019, we awarded to certain members of our Board of Directors, 35,431 shares of restricted stock at a fair value of approximately $4.1 million. These shares are time-based awards subject to various vesting dates between October 30, 2019 and April 30, 2022.
Compensation expense related to restricted stock and stock options, reported in General and administrative on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended June 30, 2019 and 2018, was $2.6 million and $2.7 million, respectively, and for the six months ended June 30, 2019 and 2018, was approximately $5.0 million and $4.5 million, respectively.

Note 11 – Commitments and Contingencies
We are involved in various legal and regulatory proceedings ("Proceedings") arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, and additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.

16


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12 – Reportable Segments
We have identified two reportable segments which are: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.
All revenues were from external customers and there was no customer who contributed 10% or more of our total revenues during the quarters and six months ended June 30, 2019 or 2018.
The following tables summarize our segment financial information for the quarters and six months ended June 30, 2019 and 2018:
Quarter Ended June 30, 2019
(amounts in thousands)
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
233,848

 
$
11,836

 
$
245,684

Operations expenses
(116,893
)
 
(10,558
)
 
(127,451
)
Income from segment operations
116,955

 
1,278

 
118,233

Interest income
950

 
846

 
1,796

Depreciation and amortization
(35,197
)
 
(2,579
)
 
(37,776
)
Income (loss) from operations
$
82,708

 
$
(455
)
 
$
82,253

Reconciliation to consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
$
7

Income from other investments, net
 
 
 
 
879

General and administrative
 
 
 
 
(9,225
)
Other expenses
 
 
 
 
(540
)
Interest and related amortization
 
 
 
 
(26,024
)
Equity in income of unconsolidated joint ventures
 
 
 
 
3,226

Early debt retirement
 
 
 
 
(1,491
)
Consolidated net income
 
 
 
 
$
49,085

 
 
 
 
 
 
Total assets
$
3,766,573

 
$
247,905

 
$
4,014,478

Capital improvements
$
28,501

 
$
40,502

 
$
69,003


Quarter Ended June 30, 2018
(amounts in thousands)
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
222,167

 
$
13,060

 
$
235,227

Operations expenses
(110,046
)
 
(12,234
)
 
(122,280
)
Income from segment operations
112,121

 
826

 
112,947

Interest income
823

 
1,033

 
1,856

Depreciation and amortization
(31,954
)
 
(2,391
)
 
(34,345
)
Income (loss) from operations
$
80,990

 
$
(532
)
 
$
80,458

Reconciliation to consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
$
6

Income from other investments, net
 
 
 
 
3,413

General and administrative
 
 
 
 
(9,669
)
Other expenses
 
 
 
 
(367
)
Interest and related amortization
 
 
 
 
(26,285
)
Equity in income of unconsolidated joint ventures
 
 
 
 
1,613

Consolidated net income
 
 
 
 
$
49,169

 
 
 
 
 
 
Total assets
$
3,477,455

 
$
222,734

 
$
3,700,189

Capital improvements
$
26,602

 
$
23,459

 
$
50,061



17

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)



Six Months Ended June 30, 2019

(amounts in thousands)
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
479,864

 
$
22,173

 
$
502,037

Operations expenses
(225,863
)
 
(19,477
)
 
(245,340
)
Income from segment operations
254,001

 
2,696

 
256,697

Interest income
1,844

 
1,696

 
3,540

Depreciation and amortization
(70,740
)
 
(5,013
)
 
(75,753
)
Gain on sale of real estate, net
52,507

 

 
52,507

Income (loss) from operations
$
237,612

 
$
(621
)
 
$
236,991

Reconciliation to consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
$
14

Income from other investments, net
 
 
 
 
1,865

General and administrative
 
 
 
 
(19,134
)
Other expenses
 
 
 
 
(967
)
Interest and related amortization
 
 
 
 
(52,417
)
Equity in income of unconsolidated joint ventures
 
 
 
 
4,759

Early debt retirement
 
 
 
 
(1,491
)
Consolidated net income
 
 
 
 
$
169,620

 
 
 
 
 
 
Total assets
$
3,766,573

 
$
247,905

 
$
4,014,478

Capital improvements
$
52,906

 
$
68,538

 
$
121,444

 
 
 
 
 
 

Six Months Ended June 30, 2018

(amounts in thousands)
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
453,183

 
$
25,179

 
$
478,362

Operations expenses
(215,558
)
 
(23,307
)
 
(238,865
)
Income from segment operations
237,625

 
1,872

 
239,497

Interest income
1,631

 
1,940

 
3,571

Depreciation and amortization
(56,029
)
 
(10,690
)
 
(66,719
)
Income (loss) from operations
$
183,227

 
$
(6,878
)
 
$
176,349

Reconciliation to consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
$
241

Income from other investments, net
 
 
 
 
4,353

General and administrative
 
 
 
 
(17,707
)
Other expenses
 
 
 
 
(710
)
Interest and related amortization
 
 
 
 
(51,988
)
Equity in income of unconsolidated joint venture
 
 
 
 
2,808

Consolidated net income
 
 
 
 
$
113,346

 
 
 
 
 
 
Total assets
$
3,477,455

 
$
222,734

 
$
3,700,189

Capital Improvements
$
47,870

 
$
33,507

 
$
81,377

 
 
 
 
 
 



18

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)


The following table summarizes our financial information for the Property Operations segment for the quarters and six months ended June 30, 2019 and 2018:    
 
Quarters Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands)
2019

2018

2019

2018
Revenues:
 
 
 
 
 
 
 
Rental income
$
208,375

 
$
195,594

 
$
428,357

 
$
399,072

Right-to-use annual payments (membership subscriptions)
12,586

 
11,891

 
24,902

 
23,410

Right-to-use contracts current period, gross (membership upgrade sales)
5,041

 
3,944

 
8,879

 
7,106

Right-to-use contract upfront payments, deferred, net
(2,912
)
 
(2,021
)
 
(4,683
)
 
(3,306
)
Other income
10,265

 
12,536

 
20,635

 
25,572

Ancillary services revenues, net
493

 
223

 
1,774

 
1,329

Total property operations revenues
233,848

 
222,167

 
479,864

 
453,183

Expenses:

 
 
 
 
 
 
Property operating and maintenance
83,576

 
80,091

 
160,320

 
154,999

Real estate taxes
15,107

 
13,440

 
30,430

 
27,575

Sales and marketing, gross
4,214

 
3,305

 
7,623

 
6,117

Right-to-use contract commissions, deferred, net
(389
)
 
(262
)
 
(580
)
 
(286
)
Property management
14,385

 
13,472

 
28,070

 
27,153

Total property operations expenses
116,893

 
110,046

 
225,863

 
215,558

Income from property operations segment
$
116,955

 
$
112,121

 
$
254,001

 
$
237,625


The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2019 and 2018:
 
Quarters Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands)
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Rental income (a)
$
3,632

 
$
3,561

 
$
7,216

 
$
7,076

Gross revenue from home sales
7,825

 
9,105

 
14,300

 
17,414

Brokered resale revenues, net
379

 
369

 
657

 
651

Ancillary services revenues, net

 
25

 

 
38

Total revenues
11,836

 
13,060

 
22,173

 
25,179

Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
1,292

 
1,629

 
2,496

 
3,053

Cost of home sales
8,164

 
9,632

 
14,796

 
18,206

Home selling expenses
1,102

 
973

 
2,185

 
2,048

Total expenses
10,558

 
12,234

 
19,477

 
23,307

Income from home sales and rentals operations segment
$
1,278

 
$
826

 
$
2,696

 
$
1,872

______________________
(a)
Segment information includes income related to rental homes. Income related to Site rent on rental homes is included within property operations.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K"), as well as information in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 Form 10-K.
Overview and Outlook
We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner and operator of lifestyle-oriented properties (“Properties”) consisting primarily of manufactured home ("MH") and recreational vehicle ("RV") communities. As of June 30, 2019, we owned or had an ownership interest in a portfolio of 413 Properties located throughout the United States and Canada containing 155,973 Sites. These Properties are located

19

Management's Discussion and Analysis (continued)


in 33 states and British Columbia, with more than 90 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States.
We invest in Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering value for both customers and stockholders. We seek growth in earnings, funds from operations ("FFO") and cash flows by enhancing the profitability and operation of our Properties and investments. We seek to accomplish this by attracting and retaining high quality customers, who take pride in our Properties and in their homes, and efficiently managing our Properties by increasing occupancy, maintaining competitive market rents and controlling expenses.
We believe that demand from baby boomers for manufactured housing and RV communities will continue to outpace supply for several years. We believe these individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities, or retirement retreats. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been few new communities developed in our target geographic markets. We believe it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
We also believe that our Properties and our business model provide an opportunity for increased cash flows and appreciation in value. These may be achieved through increasing occupancy and maintaining market rents, as well as expense controls, expansion of existing Properties and opportunistic acquisitions. We actively seek to acquire and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties, which may include contracts outstanding to acquire such properties that are subject to the satisfactory completion of our due diligence review.

We generate the majority of our revenues from customers renting our individual developed areas ("Sites"), or entering into right-to-use contracts (also referred to as membership subscriptions), which provide our customers access to specific Properties for limited stays. Our MH community Sites and annual RV community Sites are leased on an annual basis. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. We also have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.

The following table shows the breakdown of our Sites by type (amounts are approximate):

 
 
Total Sites as of June 30, 2019
MH Community Sites
 
72,000

RV Community Sites:
 
 
    Annual
 
30,400

    Seasonal
 
11,300

    Transient
 
12,100

Thousand Trails portfolio (1)
 
24,300

Joint Ventures (2)
 
5,900

 
 
156,000

_________________________ 
(1) 
Primarily utilized to service the approximately 115,400 membership customers who have entered into right-to-use contracts (membership subscriptions). Includes approximately 5,800 Sites rented on an annual basis.
(2) 
Includes approximately 2,700 annual Sites, 400 seasonal Sites, and 500 transient Sites and approximately 2,300 marina slips.

In our Home Sales and Rental Operations business, our revenue streams include home sales, home rentals, brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing factory-built homes that are located in Properties owned and managed by us. We continue to focus on our rental operations, as we believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the "ECHO JV"). We offer home sale brokerage services to residents of our Properties who move from a Property but do not relocate their home. In addition, we operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants.
In the manufactured housing industry, options for home financing, also known as chattel financing, are limited. Chattel financing options available today include community owner-funded programs or third party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third party lender programs have

20

Management's Discussion and Analysis (continued)


stringent underwriting criteria, sizable down payment requirements, short loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homes at our Properties.
In addition to net income computed in accordance with GAAP, we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized funds from operations ("Normalized FFO"), (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for Properties owned and operated in both periods under comparison), and (vi) Income from rental operations, net of depreciation. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.
Results Overview
For the quarter ended June 30, 2019, Net income available for Common Stockholders increased $0.3 million to $46.4 million, or $0.51 per fully diluted Common Share, compared to $46.1 million, or $0.52 per fully diluted Common Share, for the same period in 2018. For the six months ended June 30, 2019, Net income available for Common Stockholders increased $53.3 million, or $0.57 per fully diluted Common Share, to $159.7 million, or $1.77 per fully diluted Common Share, compared to $106.4 million, or $1.20 per fully diluted Common Share, for the same period in 2018.
For the quarter ended June 30, 2019, FFO available for Common Stock and OP Unit holders increased $4.2 million, or $0.04 per fully diluted Common Share, to $89.8 million, or $0.94 per fully diluted Common Share, compared to $85.6 million, or $0.90 per fully diluted Common Share, for the same period in 2018. For the six months ended June 30, 2019, FFO available for Common Stock and OP Unit holders increased $14.0 million, or $0.13 per fully diluted Common Share, to $197.8 million or $2.07 per fully diluted Common Share, compared to $183.8 million or $1.94 per fully diluted Common Share, for the same period in 2018.
For the quarter ended June 30, 2019, Normalized FFO available for Common Stock and OP Unit holders increased $8.1 million, or $0.07 per fully diluted Common Share, to $91.9 million, or $0.96 per fully diluted Common Share, compared to $83.8 million, or $0.89 per fully diluted Common Share, for the same period in 2018. For the six months ended June 30, 2019, Normalized FFO available for Common Stock and OP Unit holders increased $17.9 million or $0.16 per fully diluted Common Share, to $199.6 million, or $2.08 per fully diluted Common Share, compared to $181.7 million or $1.92 per fully diluted Common Share, for the same period in 2018.
For the quarter ended June 30, 2019, our Core Portfolio property operating revenues, excluding deferrals, increased 4.9% and property operating expenses, excluding deferrals and property management, increased 4.5%, from the same period in 2018, resulting in an increase in income from property operations, excluding deferrals and property management, of 5.2% compared to the same period in 2018. For the six months ended June 30, 2019, our Core Portfolio property operating revenues, excluding deferrals, increased 4.4% and property operating expenses, excluding deferrals and property management, increased 3.5% from the same period in 2018, resulting in an increase in income from property operations, excluding deferrals and property management, of 5.1% compared to the same period in 2018.
We focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio over the long term. There may be fluctuations in the sources of occupancy gains depending on local market conditions, availability of vacant sites and success with converting renters to home owners. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 95.4% for the quarter ended June 30, 2019, compared to 95.3% for the quarter ended March 31, 2019 and 94.9% for the quarter ended June 30, 2018. As of June 30, 2019, our Core Portfolio occupancy increased 126 Sites with an increase in homeowner occupancy of 79 Sites compared to occupancy as of March 31, 2019. By comparison, our Core Portfolio occupancy increased 61 Sites with an increase in homeowner occupancy of 145 Sites from the same period in 2018. Additionally, for both the quarter and six months ended June 30, 2019, we have experienced rental rate increases, contributing to a 4.5% growth in community base rent compared to the same period in 2018.
We continue to grow RV rental income in our Core Portfolio as a result of our ability to increase rates and occupancy. RV rental income in our Core Portfolio for the quarter ended June 30, 2019 was 4.1% higher than the same period in 2018. Annual and seasonal rental income for the quarter ended June 30, 2019 increased 6.0% and 4.0%, respectively. Transient rental income declined 1.1% for the quarter ended June 30, 2019 compared to the same period in 2018. RV rental income in our Core Portfolio for the six months ended June 30, 2019 was 4.2% higher than the same period in 2018. Annual and seasonal rental income for the six months ended June 30, 2019 increased 6.1% and 3.1%, respectively. Transient rental income declined 0.8% for the six months ended June 30, 2019 compared to the same period in 2018. The decrease in transient rental income for both the quarter and six months ended June 30, 2019 was mainly due to weather related events at a limited number of Properties.

21

Management's Discussion and Analysis (continued)


We experienced growth in our membership base within our Thousand Trails portfolio during the quarter ended June 30, 2019. We sold approximately 6,600 Thousand Trails camping passes in the quarter and 10,200 for the six months ended June 30, 2019, an increase of 13.2% and 14.2% over the quarter and six months ended June 30, 2018, respectively. In addition, we sold 749 membership upgrades during the quarter ended June 30, 2019, 19.8% more than the same period in 2018. Our customers are increasingly choosing self-service options to complete their transactions with us. During the quarter ended June 30, 2019, our total Core RV rental income through digital channels increased 21.0% and our sales of online camping passes increased 27.6% compared to the same period in 2018.
Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 117 new home sales during the quarter ended June 30, 2019 compared to 146 during the quarter ended June 30, 2018 and 208 new home sales during the six months ended June 30, 2019 compared to 276 during the six months ended in June 30, 2018. The decrease in new home sales from the same period in the prior year was mainly due to certain areas of our portfolio reaching historically high occupancy levels. We continue to believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future.
As of June 30, 2019, we had 4,013 occupied rental homes in our Core MH communities, including 298 homes rented through our ECHO JV. Our Core Portfolio income from rental operations, net of depreciation, was $7.6 million for the quarter ended June 30, 2019 and $7.3 million for the quarter ended June 30, 2018. Approximately $7.8 million of rental operations revenue related to Site rental was included within community base rental income in our Core Portfolio for both the quarters ended June 30, 2019 and 2018. Our Core Portfolio income from rental operations, net of depreciation, was $15.2 million for the six months ended June 30, 2019 and $14.7 million for the six months ended June 30, 2018. Approximately $15.5 million and $15.6 million of rental operations revenue related to Site rental was included in community base rental income in our Core Portfolio for the six months ended June 30, 2019 and 2018, respectively.
Our gross investment in real estate increased approximately $163.4 million to $5,436.9 million as of June 30, 2019 from $5,273.5 million as of December 31, 2018, primarily due to new acquisitions and capital expenditures.
The following chart lists the Properties acquired or sold from January 1, 2018 through June 30, 2019 and Sites added through expansion opportunities at our existing Properties.
Property
 
Location
 
Type of Property
 
Transaction Date
 
Sites
 
 
 
 
 
 
 
 
 
Total Sites as of January 1, 2018
 
 
 
 
 
 
 
151,323
Acquisitions:
 
 
 
 
 
 
 
 
Kingswood
 
Riverview, Florida
 
MH
 
March 8, 2018
 
229
Serendipity
 
Clearwater, Florida
 
MH
 
March 15, 2018
 
425
Holiday Travel Park
 
Holiday, Florida
 
RV
 
April 20, 2018
 
613
Everglades Lakes
 
Fort Lauderdale, Florida
 
MH
 
July 20, 2018
 
612
Sunseekers RV Resort
 
North Fort Myers, Florida
 
RV
 
September 21, 2018
 
241
Timber Creek RV Resort
 
Westerly, Rhode Island
 
RV
 
November 20, 2018
 
364
Palm Lake
 
Riviera Beach, Florida
 
MH
 
December 13, 2018
 
915
King Nummy Trail Campground
 
Cape May Court House, New Jersey
 
RV
 
December 20, 2018
 
313
Drummer Boy Camping Resort
 
Gettysburg, Pennsylvania
 
RV
 
March 25, 2019
 
465
Lake of the Woods Campground
 
Wautoma, Wisconsin
 
RV
 
March 25, 2019
 
303
Round Top RV Campground
 
Gettysburg, Pennsylvania
 
RV
 
April 10, 2019
 
391
White Oak Shores Camping and RV Resort
 
Stella, North Carolina
 
RV
 
May 29, 2019
 
455
 
 
 
 
 
 
 
 
 
Expansion Site Development:
 
 
 
 
 
 
 
 
Sites added in 2018
 
 
 
 
 
 
 
419
Sites added in 2019
 
 
 
 
 
 
 
373
 
 
 
 
 
 
 
 
 
Site Reconfigured, net
 
 
 
 
 
 
 
(5)
 
 
 
 
 
 
 
 
 
Dispositions:
 
 
 
 
 
 
 
 
Hoosier Estates
 
Lebanon, Indiana
 
MH
 
January 23, 2019
 
(288)
Lake in the Hills
 
Auburn Hills, Michigan
 
MH
 
January 23, 2019
 
(238)
North Glen Village
 
Westfield, Indiana
 
MH
 
January 23, 2019
 
(282)
Oak Tree Village
 
Portage, Indiana
 
MH
 
January 23, 2019
 
(361)
Swan Creek
 
Ypsilanti, Michigan
 
MH
 
January 23, 2019
 
(294)
Total Sites as of June 30, 2019
 
 
 
 
 
 
 
155,973


22

Management's Discussion and Analysis (continued)


Non-GAAP Financial Measures
Management's discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in management's view of the business are meaningful as they allow investors the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation.
We believe investors should review Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. A discussion of Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, and a reconciliation to net income, are included below.
Income from Property Operations and Core Portfolio
We use Income from property operations and Income from property operations, excluding deferrals and property management, and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our MH and RV communities. Income from property operations represents rental income, utility and other income and right-to-use income less property and rental home operating and maintenance expenses, real estate taxes, sales and marketing expenses and property management expenses. Income from property operations, excluding deferrals and property management, represents income from property operations excluding property management expenses and the impact of the GAAP deferral of right-to-use contract upfront payments and related commissions, net. For comparative purposes, we present bad debt expense within Property operating, maintenance and real estate taxes in the current and prior periods.
Our Core Portfolio consists of our Properties owned and operated since January 1, 2018. Core Portfolio income from property operations, excluding deferrals and property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2018 and 2019, including Fiesta Key and Sunshine Key RV communities.
Funds from Operations ("FFO") and Normalized Funds from Operations ("Normalized FFO")
We define FFO as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, depreciation and amortization related to real estate, impairment charges, and adjustments to reflect our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“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. We receive upfront 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 non-refundable right-to-use payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs, and b) other miscellaneous non-comparable items. 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.
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 gains or losses from sales of properties, depreciation and amortization related to real estate and impairment charges, which are based on historical costs and 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, including prepayment penalties and defeasance costs 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.

23

Management's Discussion and Analysis (continued)


Income from Rental Operations, Net of Depreciation    
We use Income from rental operations, net of depreciation as an alternative measure to evaluate the operating results of our home rental program. Income from rental operations, net of depreciation, represents income from rental operations less depreciation expense on rental homes. We believe this measure is meaningful for investors as it provides a more complete picture of the home rental program operating results including the impact of depreciation which affects our home rental program investment decisions.
Our definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These Non-GAAP financial and operating measures 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.
The following table reconciles Net income available for Common Stockholders to income from property operations:
 
 
Quarters Ended June 30,

Six Months Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
2019
 
2018
Computation of Income from Property Operations:
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
 
$
46,401

 
$
46,137

 
$
159,710

 
$
106,359

Redeemable preferred stock dividends
 
8

 
8

 
8

 
8

Income allocated to non-controlling interests – Common OP Units
 
2,676

 
3,024

 
9,902

 
6,979

Equity in income of unconsolidated joint ventures
 
(3,226
)
 
(1,613
)
 
(4,759
)
 
(2,808
)
Income before equity in income of unconsolidated joint ventures
 
45,859

 
47,556

 
164,861

 
110,538

Gain on sale of real estate, net
 

 

 
(52,507
)
 

Total other expenses, net
 
72,374

 
65,391

 
144,343

 
128,959

Loss/(Income) from home sales operations and other
 
569

 
883

 
250

 
822

Income from property operations
 
$
118,802

 
$
113,830

 
$
256,947

 
$
240,319

    
The following table presents a calculation of FFO and Normalized FFO available for Common Stock and OP Unit holders:
 
 
Quarters Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
2019
 
2018
Computation of FFO and Normalized FFO:
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
 
$
46,401

 
$
46,137

 
$
159,710

 
$
106,359

Income allocated to non-controlling interests – Common OP Units
 
2,676

 
3,024

 
9,902

 
6,979

Right-to-use contract upfront payments, deferred, net
 
2,912

 
2,021

 
4,683

 
3,306

Right-to-use contract commissions, deferred, net
 
(389
)
 
(262
)
 
(580
)
 
(286
)
Depreciation and amortization
 
37,776

 
34,345

 
75,753

 
66,719

Depreciation on unconsolidated joint ventures
 
441

 
367

 
873

 
739

Gain on sale of real estate, net
 

 

 
(52,507
)
 

FFO available for Common Stock and OP Unit holders
 
89,817

 
85,632

 
197,834

 
183,816

Early debt retirement (1)
 
2,085

 

 
2,085

 

Insurance proceeds due to catastrophic weather event (2)
 

 
(1,806
)
 
(349
)
 
(2,092
)
Normalized FFO available for Common Stock and OP Unit holders
 
$
91,902

 
$
83,826

 
$
199,570

 
$
181,724

Weighted average Common Shares outstanding – Fully Diluted
 
95,930

 
94,623

 
95,773

 
94,600

______________________
(1) Includes our portion of early debt retirement costs incurred by unconsolidated joint ventures.
(2) Represents insurance recovery revenue from reimbursement for capital expenditures related to Hurricane Irma.

24

Management's Discussion and Analysis (continued)


Results of Operations

Comparison of the Quarter Ended June 30, 2019 to the Quarter Ended June 30, 2018
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the quarters ended June 30, 2019 and 2018. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
 
 
Core Portfolio
 
Total Portfolio
 
 
Quarters Ended June 30,
 
Quarters Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
Variance
 
%
Change
 
2019
 
2018
 
Variance
 
%
Change
Community base rental income
 
$
132,406

 
$
125,879

 
$
6,527

 
5.2
 %
 
$
136,213

 
$
128,579

 
$
7,634

 
5.9
 %
Rental home income
 
3,631

 
3,274

 
357

 
10.9
 %
 
3,632

 
3,561

 
71

 
2.0
 %
Resort base rental income
 
56,181

 
53,952

 
2,229

 
4.1
 %
 
60,997

 
55,231

 
5,766

 
10.4
 %
Right-to-use annual payments (membership subscriptions)
 
12,579

 
11,891

 
688

 
5.8
 %
 
12,586

 
11,891

 
695

 
5.8
 %
Right-to-use contracts current period, gross (membership upgrade sales)
 
5,041

 
3,944

 
1,097

 
27.8
 %
 
5,041

 
3,944

 
1,097

 
27.8
 %
Utility and other income
 
21,817

 
21,909

 
(92
)
 
(0.4
)%
 
22,250

 
24,320

 
(2,070
)
 
(8.5
)%
Property operating revenues, excluding deferrals
 
231,655

 
220,849

 
10,806

 
4.9
 %
 
240,719

 
227,526

 
13,193

 
5.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Property operating and maintenance
 
80,277

 
78,105

 
2,172

 
2.8
 %
 
84,396

 
80,091

 
4,305

 
5.4
 %
Real estate taxes
 
14,357

 
12,920

 
1,437

 
11.1
 %
 
15,107

 
13,440

 
1,667

 
12.4
 %
Rental home operating and maintenance
 
1,282

 
1,515

 
(233
)
 
(15.4
)%
 
1,292

 
1,629

 
(337
)
 
(20.7
)%
Sales and marketing, gross
 
4,214

 
3,305

 
909

 
27.5
 %
 
4,214

 
3,305

 
909

 
27.5
 %
Property operating expenses, excluding deferrals and property management
 
100,130

 
95,845

 
4,285

 
4.5
 %
 
105,009

 
98,465

 
6,544

 
6.6
 %
Income from property operations, excluding deferrals and property management
 
131,525

 
125,004

 
6,521

 
5.2
 %
 
135,710

 
129,061

 
6,649

 
5.2
 %
Property management
 
14,383

 
13,472

 
911

 
6.8
 %
 
14,385

 
13,472

 
913

 
6.8
 %
Income from property operations, excluding deferrals 
 
117,142

 
111,532

 
5,610

 
5.0
 %
 
121,325

 
115,589

 
5,736

 
5.0
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
 
2,523

 
1,759

 
764

 
43.4
 %
 
2,523

 
1,759

 
764

 
43.4
 %
Income from property operations (1)
 
$
114,619

 
$
109,773

 
$
4,846

 
4.4
 %
 
$
118,802

 
$
113,830


$
4,972

 
4.4
 %
__________________________
(1)     Non-GAAP measure. See the Results Overview section of the Management's Discussion and Analysis for Non-GAAP Financial Measure Definitions and reconciliations of these Non-GAAP measures to Net Income available to Common Shareholders.
Total portfolio income from property operations for 2019 increased $5.0 million, or 4.4%, from 2018, comprised of an increase of $4.8 million, or 4.4%, from our Core Portfolio and an increase of $0.2 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher community base rental income and resort base rental income, partially offset by higher property operating expenses. The increase in income from property operations from our Non-Core Portfolio was partially offset by a decrease in income due to the sale of five all-age MH communities located in Indiana and Michigan during the first quarter of 2019.
Property Operating Revenues
Community base rental income in our Core Portfolio for 2019 increased $6.5 million, or 5.2%, from 2018, which reflects 4.5% growth from rate increases and 0.7% growth from occupancy gains. The average monthly base rental income per Site in our Core Portfolio increased to approximately $665 in 2019 from approximately $636 in the same period in 2018. The average occupancy for our Core Portfolio increased to 95.4% in 2019 from 94.9% in the same period in 2018.




25

Management's Discussion and Analysis (continued)


Resort base rental income in our Core Portfolio for 2019 increased $2.2 million, or 4.1%, from 2018, primarily driven by higher rental rates. The decrease in transient rental income from 2018 was mainly due to weather related events at a limited number of Properties, which was offset by an increase in number of membership subscriptions sold in 2019.
Resort base rental income is comprised of the following:
 
 
Core Portfolio
 
Total Portfolio
 
 
Quarters Ended June 30,
 
Quarters Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
Variance
 
%
Change
 
2019
 
2018
 
Variance
 
%
Change
Annual
 
$
38,257

 
$
36,077

 
$
2,180

 
6.0
 %
 
$
40,790

 
$
36,595

 
$
4,195

 
11.5
%
Seasonal
 
5,135

 
4,939

 
196

 
4.0
 %
 
5,713

 
5,206

 
507

 
9.7
%
Transient
 
12,789

 
12,936

 
(147
)
 
(1.1
)%
 
14,494

 
13,430

 
1,064

 
7.9
%
Resort base rental income
 
$
56,181

 
$
53,952

 
$
2,229

 
4.1
 %
 
$
60,997

 
$
55,231

 
$
5,766

 
10.4
%
Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for 2019 increased $4.3 million, or 4.5%, from 2018, mainly due to an increase in property operating and maintenance expenses of $2.2 million and an increase in property taxes of $1.4 million. The increase in property operating and maintenance expenses was primarily driven by an increase of $1.0 million in property payroll due to wage increases and an increase of $0.9 million in insurance expense. The increase in property taxes was primarily a result of a resolution of appeals in certain states in 2018.
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for Home Sales and Other.
 
 
Quarters Ended June 30,
(amounts in thousands, except home sales volumes)
 
2019
 
2018
 
Variance
 
%
Change
Gross revenues from new home sales (1)
 
$
6,064

 
$
6,859

 
$
(795
)
 
(11.6
)%
Cost of new home sales (1)
 
(5,984
)
 
(6,800
)
 
816

 
12.0
 %
Gross profit from new home sales
 
80

 
59

 
21

 
35.6
 %
 
 
 
 
 
 
 
 
 
Gross revenues from used home sales
 
1,761

 
2,246

 
(485
)
 
(21.6
)%
Cost of used home sales
 
(2,180
)
 
(2,832
)
 
652

 
23.0
 %
Loss from used home sales
 
(419
)
 
(586
)
 
167

 
28.5
 %
 
 
 
 
 
 
 
 
 
Brokered resale and ancillary services revenues, net
 
872

 
617

 
255

 
41.3
 %
Home selling expenses
 
(1,102
)
 
(973
)
 
(129
)
 
(13.3
)%
Income (loss) from home sales and other
 
$
(569
)
 
$
(883
)
 
$
314

 
35.6
 %
 
 
 
 
 
 
 
 
 
Home sales volumes
 
 
 
 
 
 
 
 
Total new home sales (2)
 
117

 
146

 
(29
)
 
(19.9
)%
 New Home Sales Volume - ECHO JV
 
18

 
25

 
(7
)
 
(28.0
)%
Used home sales
 
210

 
297

 
(87
)
 
(29.3
)%
Brokered home resales
 
237

 
253

 
(16
)
 
(6.3
)%
_________________________
(1) New home sales gross revenues and costs of new home sales do not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV.
Loss from home sales and other was $0.6 million for 2019 compared to $0.9 million for 2018. The decrease in loss from home sales and other was due to a decrease in loss from used home sales and an increase in ancillary services revenues, net.

26

Management's Discussion and Analysis (continued)


Rental Operations
The following table summarizes certain financial and statistical data for MH Rental Operations.
 
 
Quarters Ended June 30,
(amounts in thousands, except rental unit volumes)
 
2019
 
2018
 
Variance
 
%
Change
Manufactured homes:
 
 
 
 
 
 
 
 
Rental operations revenue (1)
 
$
11,422

 
$
11,064

 
$
358

 
3.2
 %
Rental home operating and maintenance
 
(1,282
)
 
(1,515
)
 
233

 
15.4
 %
Income from rental operations
 
10,140

 
9,549

 
591

 
6.2
 %
Depreciation on rental homes (2)
 
(2,544
)
 
(2,251
)
 
(293
)
 
(13.0
)%
Income from rental operations, net of depreciation
 
$
7,596

 
$
7,298

 
$
298

 
4.1
 %
 
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
 
$
191,975

 
$
135,886

 
$
56,089

 
41.3
 %
Gross investment in used manufactured home rental units
 
$
25,103

 
$
34,476

 
$
(9,373
)
 
(27.2
)%
 
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
 
$
159,950

 
$
110,298

 
$
49,652

 
45.0
 %
Net investment in used manufactured home rental units
 
$
11,563

 
$
24,538

 
$
(12,975
)
 
(52.9
)%
 
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
 
3,006

 
2,547

 
459

 
18.0
 %
Number of occupied rentals – used, end of period
 
1,007

 
1,467

 
(460
)
 
(31.4
)%
______________________
(1) 
Rental operations revenue consists of Site rental income and home rental income in our Core Portfolio. Approximately $7.8 million of Site rental income for both the quarters ended June 30, 2019 and 2018 is included in community base rental income within the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income within the Core Portfolio Income from Property Operations table.
(2) 
Included in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
(3) 
Includes both occupied and unoccupied rental homes in our Core Portfolio. New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $16.5 million and $15.9 million as of June 30, 2019 and 2018, respectively.
(4) 
Occupied rentals as of the end of the period in our Core Portfolio and includes 298 and 264 homes rented through our ECHO JV during the quarters ended June 30, 2019 and 2018, respectively.
The increase in income from rental operations, net of depreciation, in our Core Portfolio was primarily due to an increase in the number of new occupied rental units at a higher rental rate, partially offset by a decrease in the number of used occupied rental units.
Other Income and Expenses
The following table summarizes other income and expenses, net.
 
 
Quarters Ended June 30,
(amounts in thousands, expenses shown as negative)
 
2019
 
2018
 
Variance
 
%
Change
Depreciation and amortization
 
$
(37,776
)
 
$
(34,345
)
 
$
(3,431
)
 
(10.0
)%
Interest income
 
1,803

 
1,862

 
(59
)
 
(3.2
)%
Income from other investments, net
 
879

 
3,413

 
(2,534
)
 
(74.2
)%
General and administrative
 
(9,225
)
 
(9,669
)
 
444

 
4.6
 %
Other expenses
 
(540
)
 
(367
)
 
(173
)
 
(47.1
)%
Early debt retirement
 
(1,491
)
 

 
(1,491
)
 
 %
Interest and related amortization
 
(26,024
)
 
(26,285
)
 
261

 
1.0
 %
Total other income and (expenses), net
 
$
(72,374
)
 
$
(65,391
)
 
$
(6,983
)
 
(10.7
)%

Total other income and (expenses), net increased $7.0 million during 2019 compared to 2018, primarily due to an increase in depreciation and amortization and a decrease in income from other investments, net. The decrease in income from other investments, net was mainly due to $1.8 million of insurance recovery revenue from reimbursement for capital expenditures related to Hurricane Irma in 2018. Additionally, we incurred $1.5 million of early debt retirement costs in 2019.


27

Management's Discussion and Analysis (continued)


Comparison of the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the six months ended June 30, 2019 and 2018. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
 
 
Core Portfolio
 
Total Portfolio
 
 
Six Months Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
Variance
 
%
Change
 
2019
 
2018
 
Variance
 
%
Change
Community base rental income
 
$
263,444

 
$
250,669

 
$
12,775

 
5.1
 %
 
$
271,495

 
$
255,318

 
$
16,177

 
6.3
 %
Rental home income
 
7,121

 
6,506

 
615

 
9.5
 %
 
7,216

 
7,076

 
140

 
2.0
 %
Resort base rental income
 
122,115

 
117,235

 
4,880

 
4.2
 %
 
133,165

 
119,485

 
13,680

 
11.4
 %
Right-to-use annual payments (membership subscriptions)
 
24,889

 
23,409

 
1,480

 
6.3
 %
 
24,902

 
23,410

 
1,492

 
6.4
 %
Right-to-use contracts current period, gross (membership upgrade sales)
 
8,879

 
7,108

 
1,771

 
24.9
 %
 
8,879

 
7,106

 
1,773

 
25.0
 %
Utility and other income
 
44,434

 
45,970

 
(1,536
)
 
(3.3
)%
 
46,001

 
49,841

 
(3,840
)
 
(7.7
)%
Property operating revenues, excluding deferrals
 
470,882

 
450,897

 
19,985

 
4.4
 %
 
491,658

 
462,236

 
29,422

 
6.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
 
154,575

 
151,241

 
3,334

 
2.2
 %
 
161,989

 
154,999

 
6,990

 
4.5
 %
Real estate taxes
 
28,931

 
26,743

 
2,188

 
8.2
 %
 
30,430

 
27,575

 
2,855

 
10.4
 %
Rental home operating and maintenance
 
2,464

 
2,873

 
(409
)
 
(14.2
)%
 
2,496

 
3,053

 
(557
)
 
(18.2
)%
Sales and marketing, gross
 
7,627

 
6,118

 
1,509

 
24.7
 %
 
7,623

 
6,117

 
1,506

 
24.6
 %
Property operating expenses, excluding deferrals and property management
 
193,597

 
186,975

 
6,622

 
3.5
 %
 
202,538

 
191,744

 
10,794

 
5.6
 %
Income from property operations, excluding deferrals and property management
 
277,285

 
263,922

 
13,363

 
5.1
 %
 
289,120

 
270,492

 
18,628

 
6.9
 %
Property management
 
28,067

 
27,151

 
916

 
3.4
 %
 
28,070

 
27,153

 
917

 
3.4
 %
Income from property operations, excluding deferrals 
 
249,218

 
236,771

 
12,447

 
5.3
 %
 
261,050

 
243,339

 
17,711

 
7.3
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
 
4,103

 
3,020

 
1,083

 
35.9
 %
 
4,103

 
3,020

 
1,083

 
35.9
 %
Income from property operations (1)
 
$
245,115

 
$
233,751

 
$
11,364

 
4.9
 %
 
$
256,947

 
$
240,319

 
$
16,628

 
6.9
 %
__________________________
(1)     Non-GAAP measure. See the Results Overview section of the Management's Discussion and Analysis for Non-GAAP Financial Measure Definitions and reconciliations of these Non-GAAP measures to Net Income available to Common Shareholders.
Total Portfolio income from property operations for 2019 increased $16.6 million, or 6.9%, from 2018, primarily as a result of an increase of $11.4 million, or 4.9%, from our Core Portfolio and an increase of $5.2 million, from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to an increase in community base rental income and resort base rental income, partially offset by an increase in property operating expenses. The increase in income from property operations from our Non-Core Portfolio was partially offset by a decrease in income due to the sale of five all-age MH communities located in Indiana and Michigan during the first quarter of 2019.
Property Operating Revenues
Community base rental income in our Core Portfolio for 2019 increased $12.8 million, or 5.1%, from 2018, which reflects 4.5% growth from rate increases and 0.6% growth from occupancy gains. The average monthly base rental income per Site increased to approximately $662 in 2019 from approximately $633 in 2018. The average occupancy for the Core Portfolio increased to 95.3% in 2019 from 94.9% in the same period in 2018.





28

Management's Discussion and Analysis (continued)


Resort base rental income in our Core Portfolio for 2019 increased $4.9 million, or 4.2%, from 2018, primarily driven by higher rental rates. The decrease in transient rental income from 2018 was mainly due to weather related events at a limited number of Properties, which was offset by an increase in number of membership subscriptions sold in 2019.
Resort base rental income is comprised of the following:
 
 
Core Portfolio
 
Total Portfolio
 
 
Six Months Ended June 30,
 
Six Months Ended June 30,
(amounts in thousands)
 
2019
 
2018
 
Variance
 
%
Change
 
2019
 
2018
 
Variance
 
%
Change
Annual
 
$
75,606

 
$
71,274

 
$
4,332

 
6.1
 %
 
$
79,874

 
$
71,751

 
$
8,123

 
11.3
%
Seasonal
 
24,319

 
23,597

 
722

 
3.1
 %
 
26,798

 
24,229

 
2,569

 
10.6
%
Transient
 
22,190

 
22,364

 
(174
)
 
(0.8
)%
 
26,493

 
23,505

 
2,988

 
12.7
%
Resort base rental income
 
$
122,115

 
$
117,235

 
$
4,880

 
4.2
 %
 
$
133,165

 
$
119,485

 
$
13,680

 
11.4
%
Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for 2019 increased $6.6 million, or 3.5%, from 2018, mainly due to an increase in property operating and maintenance expenses of $3.3 million and an increase in property taxes of $2.2 million. The increase in property operating and maintenance expenses was primarily driven by an increase in property payroll as a result of salary increases and higher electric and trash expenses in California and the South. The increase in property taxes was primarily a result of a resolution of appeals in certain states in 2018.
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for Home Sales and Other.
 
 
Six Months Ended June 30,
(amounts in thousands, except home sales volumes)
 
2019
 
2018
 
Variance
 
%
Change
Gross revenues from new home sales (1)
 
$
10,628

 
$
13,595

 
$
(2,967
)
 
(21.8
)%
Cost of new home sales (1)
 
(10,378
)
 
(13,310
)
 
2,932

 
22.0
 %
Gross profit from new home sales
 
250

 
285

 
(35
)
 
(12.3
)%
 
 
 
 
 
 
 
 
 
Gross revenues from used home sales
 
3,672

 
3,819

 
(147
)
 
(3.8
)%
Cost of used home sales
 
(4,418
)
 
(4,896
)
 
478

 
9.8
 %
Loss from used home sales
 
(746
)
 
(1,077
)
 
331

 
30.7
 %
 
 
 
 
 
 
 
 
 
Brokered resale and ancillary services revenues, net
 
2,431

 
2,018

 
413

 
20.5
 %
Home selling expenses
 
(2,185
)
 
(2,048
)
 
(137
)
 
(6.7
)%
Income (loss) from home sales and other
 
$
(250
)
 
$
(822
)
 
$
572

 
69.6
 %
 
 
 
 
 
 
 
 
 
Home sales volumes
 
 
 
 
 
 
 
 
Total new home sales (2)
 
208

 
276

 
(68
)
 
(24.6
)%
 New Home Sales Volume - ECHO JV
 
31

 
43

 
(12
)
 
(27.9
)%
Used home sales
 
429

 
538

 
(109
)
 
(20.3
)%
Brokered home resales
 
405

 
446

 
(41
)
 
(9.2
)%
_________________________
(1) New home sales gross revenues and costs of new home sales do not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV.
Loss from home sales and other was $0.3 million for 2019 compared to $0.8 million for 2018. The decrease in loss from home sales and other was primarily due to a decrease in the loss from used home sales and an increase in ancillary services revenues, net.

29

Management's Discussion and Analysis (continued)


Rental Operations
The following table summarizes certain financial and statistical data for MH Rental Operations.
 
 
Six Months Ended June 30,
(amounts in thousands, except rental unit volumes)
 
2019
 
2018
 
Variance
 
%
Change
Manufactured homes:
 
 
 
 
 
 
 
 
Rental operations revenue (1)
 
$
22,633

 
$
22,152

 
$
481

 
2.2
 %
Rental home operating and maintenance
 
(2,464
)
 
(2,873
)
 
409

 
14.2
 %
Income from rental operations
 
20,169

 
19,279

 
890

 
4.6
 %
Depreciation on rental homes (2)
 
(4,957
)
 
(4,605
)
 
(352
)
 
(7.6
)%
Income from rental operations, net of depreciation
 
$
15,212

 
$
14,674

 
$
538

 
3.7
 %
 
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
 
$
191,975

 
$
135,886

 
$
56,089

 
41.3
 %
Gross investment in used manufactured home rental units
 
$
25,103

 
$
34,476

 
$
(9,373
)
 
(27.2
)%
 
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
 
$
159,950

 
$
110,298

 
$
49,652

 
45.0
 %
Net investment in used manufactured home rental units
 
$
11,563

 
$
24,538

 
$
(12,975
)
 
(52.9
)%
 
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
 
3,006

 
2,547

 
459

 
18.0
 %
Number of occupied rentals – used, end of period
 
1,007

 
1,467

 
(460
)
 
(31.4
)%
______________________
(1) 
Rental operations revenue consists of Site rental income and home rental income in our Core Portfolio. Approximately $15.5 million and $15.6 million of Site rental income for the six months ended June 30, 2019 and 2018, respectively, are included in community base rental income within the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income within the Core Portfolio Income from Property Operations table.
(2) 
Included in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
(3) 
Includes both occupied and unoccupied rental homes in our Core Portfolio. New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $16.5 million and $15.9 million as of June 30, 2019 and 2018, respectively.
(4) 
Occupied rentals as of the end of the period in our Core Portfolio and includes 298 and 264 homes rented through our ECHO JV during the six months ended June 30, 2019 and 2018, respectively.
The increase in income from rental operations, net of depreciation, was primarily due to an increase in the number of new occupied rental units at a higher rental rate, partially offset by a decrease in the number of used occupied rental units.
Other Income and Expenses
The following table summarizes other income and expenses, net.
 
 
Six Months Ended June 30,
(amounts in thousands, expenses shown as negative)
 
2019
 
2018
 
Variance
 
%
Change
Depreciation and amortization
 
$
(75,753
)
 
$
(66,719
)
 
$
(9,034
)
 
(13.5
)%
Interest income
 
3,554

 
3,812

 
(258
)
 
(6.8
)%
Income from other investments, net
 
1,865

 
4,353

 
(2,488
)
 
(57.2
)%
General and administrative
 
(19,134
)
 
(17,707
)
 
(1,427
)
 
(8.1
)%
Other expenses
 
(967
)
 
(710
)
 
(257
)
 
(36.2
)%
Early debt retirement
 
(1,491
)
 

 
(1,491
)
 
 %
Interest and related amortization
 
(52,417
)
 
(51,988
)
 
(429
)
 
(0.8
)%
Total other income and (expenses), net
 
$
(144,343
)
 
$
(128,959
)
 
$
(15,384
)
 
(11.9
)%

Total other income and (expenses), net increased $15.4 million for 2019, compared to 2018. The increase was primarily due to an increase in depreciation and amortization and a decrease in income from other investments, net. The decrease in income from other investments, net was mainly due to $2.1 million of insurance recovery revenue from reimbursement for capital expenditures related to Hurricane Irma in 2018. Additionally, we incurred $1.5 million of early debt retirement costs in 2019.

Gain on Sale of Real Estate, Net
On January 23, 2019, we closed on the sale of five all-age MH communities located in Indiana and Michigan, collectively containing 1,463 sites, for $89.7 million. We recognized a gain on sale of these Properties of $52.5 million during the first quarter of 2019.

30

Management's Discussion and Analysis (continued)


Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, home purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit ("LOC") and proceeds from issuance of equity and debt securities.
Our at-the-market (“ATM”) equity offering program allows us to sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $200.0 million. As of June 30, 2019, we have $140.7 million of common stock available for issuance.
On April 30, 2019, our stockholders approved an amendment to our charter to increase the number of shares of our common stock that we are authorized to issue from 200,000,000 to 400,000,000 shares. As of June 30, 2019, we have available liquidity in the form of approximately 309.0 million shares of authorized and unissued common stock and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managing future debt maturities and borrowing at competitive rates, enables us to meet this objective. Our financing objectives continue to focus on accessing long-term low-cost secured debt.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. For additional information regarding our interest rate swap, see Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging Activities.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, mainly through available cash as well as net cash provided by operating activities. Our LOC has a borrowing capacity of $400.0 million with the option to increase the borrowing capacity by $200.0 million, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55%, requires an annual facility fee of 0.15% to 0.35% and matures on October 27, 2021.
As part of our Unsecured Credit Facility, our LOC arrangement will mature prior to the expected discontinuation of LIBOR subsequent to 2021 and our $200.0 million term loan is scheduled to mature in April 2023. We continue to monitor the development and adoption of an alternative index to LIBOR to manage the transition and as it pertains to new arrangements to be entered in the future. Given over 90% of our current debt is secured and not subject to LIBOR, we do not believe the discontinuation of LIBOR will have a significant impact on our consolidated financial statements.
We expect to meet certain long-term liquidity requirements, including scheduled debt maturities, property acquisitions and capital improvements by use of our long-term collateralized and uncollateralized borrowings including the existing LOC and the issuance of debt securities or additional equity securities. We have no debt maturing in 2019 and approximately $48.9 million of scheduled debt matures in 2020 (excluding scheduled principal payments on debt maturing in 2020 and beyond).
For information regarding our debt activities and related borrowing arrangements, see Item 1. Financial Statements—Note 8. Borrowing Arrangements.

The table below summarizes our cash flow activity:
 
Six Months Ended June 30,
(amounts in thousands)
2019
 
2018
Net cash provided by operating activities
$
244,685

 
$
229,965

Net cash used in investing activities
(75,881
)
 
(122,189
)
Net cash used in financing activities
(147,321
)
 
(89,192
)
Net increase in cash and restricted cash
$
21,483

 
$
18,584



31

Management's Discussion and Analysis (continued)


Operating Activities
Net cash provided by operating activities increased $14.7 million to $244.7 million for the six months ended June 30, 2019, from $230.0 million for the six months ended June 30, 2018. The increase in net cash provided by operating activities was primarily due to higher income from property operations of $16.6 million and an increase in rents and other customer payments received in advance and security deposits of approximately $5.3 million, partially offset by long term incentive compensation of approximately $4.2 million paid during the first quarter of 2019 and a net decrease in other assets and accounts payable and other liabilities of approximately of $2.5 million.
Investing Activities
Net cash used in investing activities was $75.9 million for the six months ended June 30, 2019 compared to $122.2 million for the six months ended June 30, 2018. The decrease in net cash used in investing activities was primarily due to proceeds received of $77.7 million as a result of the sale of five MH properties during the first quarter of 2019 and distributions of capital from unconsolidated joint ventures of $5.2 million. This was partially offset by an increase of $40.1 million in capital improvements.
Capital Improvements
The table below summarizes capital improvement activities:
 
Six Months Ended June 30,
(amounts in thousands)
2019
 
2018
Recurring capital expenditures (1)
$
22,913

 
$
21,175

Property upgrades and development(2)
28,915

 
25,580

New home investments (3)(4)
67,086

 
31,701

Used home investments (4)
1,452

 
1,807

Total property
120,366

 
80,263

Corporate
1,078

 
1,114

Total capital improvements
$
121,444

 
$
81,377

______________________
(1) 
Recurring capital expenditures are primarily comprised of common area improvements, furniture and mechanical improvements.
(2) 
Includes $2.5 million and $9.5 million of restoration and improvement capital expenditures related to Hurricane Irma for the six months ended June 30, 2019 and 2018, respectively.
(3) 
Excludes new home investment associated with our ECHO JV.
(4) 
Net proceeds from new and used home sale activities are reflected within Operating Activities.
Financing Activities
Net cash used in financing activities increased $58.1 million to $147.3 million for the six months ended June 30, 2019 from $89.2 million for the six months ended June 30, 2018. The increase in cash used in financing activities was primarily due to an increase in debt repayments and distributions paid of $70.0 million and $13.2 million, respectively, during the six months ended June 30, 2019 as compared to the same period in the prior year. Proceeds of $59.3 million received from the sale of our common stock under our ATM equity offering program for the six months ended June 30, 2019 was offset by debt proceeds received during the six months ended June 30, 2018. These increases in cash used in financing activities during the six months ended June 30, 2019 were partially offset by a $30.0 million net payment related to the LOC during the six months ended June 30, 2018.
Contractual Obligations
Significant ongoing contractual obligations consist primarily of long-term borrowings, interest expense, operating leases, LOC maintenance fees and ground leases. For a summary and complete presentation and description of our ongoing commitments and contractual obligations, see the Contractual Obligations section of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 Form 10-K.
Off-Balance Sheet Arrangements
As of June 30, 2019, we have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Refer to the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 Form 10-K for a discussion of our critical accounting policies. There have been no significant changes to our critical accounting policies and estimates during the six months ended June 30, 2019.

32

Management's Discussion and Analysis (continued)


Forward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
our ability to control costs and real estate market conditions, our ability to retain customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);
our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our ability to manage counterparty risk;
our ability to renew our insurance policies at existing rates and on consistent terms;
in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single-family housing and not manufactured housing;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the effect from any breach of our, or any of our vendor's, data management systems;
the dilutive effects of issuing additional securities;
the outcome of pending or future lawsuits or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; and
other risks indicated from time to time in our filings with the Securities and Exchange Commission.
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.

33


Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We disclosed a quantitative and qualitative analysis regarding market risk in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2018 Form 10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2018.

Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder as of June 30, 2019. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2019, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



34


Part II – Other Information

Item 1.
Legal Proceedings
See Item 1. Financial Statements—Note 11. Commitments and Contingencies accompanying the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 1A.
Risk Factors
    
There have been no material changes to the risk factors discussed in “Item 1A. Risk Factors” in our 2018 Form 10-K.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    
None.

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosures
None.

Item 5.
Other Information
None.


35


Item 6.
Exhibits
 
3.1
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document


36


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
EQUITY LIFESTYLE PROPERTIES, INC.
 
 
 
Date: July 30, 2019
By:
/s/ Marguerite Nader
 
 
Marguerite Nader
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
Date: July 30, 2019
By:
/s/ Paul Seavey
 
 
Paul Seavey
 
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)
 
 
 
Date: July 30, 2019
By:
/s/ Valerie Henry
 
 
Valerie Henry
 
 
Vice President, Chief Accounting Officer
 
 
(Principal Accounting Officer)


37