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EQUITY LIFESTYLE PROPERTIES INC - Quarter Report: 2023 September (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 September 30, 2023
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)
_________________________________________________________
Maryland36-3857664
(State or other jurisdiction of incorporation)(IRS Employer Identification Number)
Two North Riverside Plaza, Suite 800
Chicago,Illinois60606
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueELSNew 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: 186,392,726 shares of Common Stock as of October 17, 2023.




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)
September 30, 2023December 31, 2022
(unaudited)
Assets
Investment in real estate:
Land$2,088,657 $2,084,532 
Land improvements4,307,943 4,115,439 
Buildings and other depreciable property1,228,897 1,169,590 
7,625,497 7,369,561 
Accumulated depreciation(2,401,384)(2,258,540)
Net investment in real estate5,224,113 5,111,021 
Cash and restricted cash59,680 22,347 
Notes receivable, net49,684 45,356 
Investment in unconsolidated joint ventures84,328 81,404 
Deferred commission expense53,180 50,441 
Other assets, net155,306 181,950 
Total Assets$5,626,291 $5,492,519 
Liabilities and Equity
Liabilities:
Mortgage notes payable, net$3,005,034 $2,693,167 
Term loan, net497,422 496,817 
Unsecured line of credit— 198,000 
Accounts payable and other liabilities189,090 175,148 
Deferred membership revenue216,021 197,743 
Accrued interest payable12,296 11,739 
Rents and other customer payments received in advance and security deposits121,930 122,318 
Distributions payable87,491 80,102 
Total Liabilities4,129,284 3,975,034 
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of September 30, 2023 and December 31, 2022; none issued and outstanding.
— — 
Common stock, $0.01 par value, 600,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 186,390,612 and 186,120,298 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
1,917 1,916 
Paid-in capital1,641,553 1,628,618 
Distributions in excess of accumulated earnings(232,081)(204,248)
Accumulated other comprehensive income15,564 19,119 
Total Stockholders’ Equity1,426,953 1,445,405 
Non-controlling interests – Common OP Units70,054 72,080 
Total Equity1,497,007 1,517,485 
Total Liabilities and Equity$5,626,291 $5,492,519 









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 September 30,Nine Months Ended September 30,
2023202220232022
Revenues:
Rental income$303,334 $289,016 $888,440 $849,411 
Annual membership subscriptions16,673 16,254 48,832 47,003 
Membership upgrade sales3,744 3,308 10,863 9,543 
Other income15,658 15,580 51,283 43,316 
Gross revenues from home sales, brokered resales and ancillary services44,795 52,547 115,841 144,937 
Interest income2,276 1,865 6,623 5,346 
Income from other investments, net2,333 2,399 6,897 6,920 
Total revenues388,813 380,969 1,128,779 1,106,476 
Expenses:
Property operating and maintenance126,846 123,181 361,543 341,480 
Real estate taxes19,017 17,734 56,165 56,373 
Membership sales and marketing5,696 5,937 16,055 15,720 
Property management19,887 19,003 58,710 55,973 
Depreciation and amortization50,968 52,547 152,934 152,737 
Cost of home sales, brokered resales and ancillary services33,471 40,224 85,880 111,894 
Home selling expenses and ancillary operating expenses7,164 7,080 21,258 21,146 
General and administrative9,895 11,086 38,163 34,834 
Casualty-related charges/(recoveries), net— — — — 
Other expenses1,338 1,627 4,187 6,880 
Early debt retirement68 — 68 1,156 
Interest and related amortization33,434 29,759 99,144 85,276 
Total expenses307,784 308,178 894,107 883,469 
Loss on sale of real estate and impairment, net (949)(3,747)(3,581)(3,747)
Income before equity in income of unconsolidated joint ventures80,080 69,044 231,091 219,260 
Equity in income of unconsolidated joint ventures661 1,465 2,158 2,889 
Consolidated net income80,741 70,509 233,249 222,149 
Income allocated to non-controlling interests – Common OP Units(3,772)(3,346)(10,981)(10,563)
Redeemable perpetual preferred stock dividends— — (8)(8)
Net income available for Common Stockholders$76,969 $67,163 $222,260 $211,578 
Consolidated net income$80,741 $70,509 $233,249 $222,149 
Other comprehensive income (loss):
Adjustment for fair market value of swaps(1,763)4,235 (3,555)16,952 
Consolidated comprehensive income78,978 74,744 229,694 239,101 
Comprehensive income allocated to non-controlling interests – Common OP Units(3,690)(3,547)(10,814)(11,370)
Redeemable perpetual preferred stock dividends— — (8)(8)
Comprehensive income attributable to Common Stockholders$75,288 $71,197 $218,872 $227,723 
Earnings per Common Share – Basic$0.41 $0.36 $1.19 $1.14 
Earnings per Common Share – Fully Diluted$0.41 $0.36 $1.19 $1.14 
Weighted average Common Shares outstanding – Basic186,100 185,814 186,008 185,758 
Weighted average Common Shares outstanding – Fully Diluted195,440 195,269 195,414 195,248 


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 StockPaid-in CapitalRedeemable Perpetual Preferred StockDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling Interests – Common OP UnitsTotal Equity
Balance as of December 31, 2022$1,916 $1,628,618 $ $(204,248)$19,119 $72,080 $1,517,485 
Exchange of Common OP Units for Common Stock— 198 — — — (198)— 
Issuance of Common Stock through employee stock purchase plan— 363 — — — — 363 
Compensation expenses related to restricted stock and stock options— 2,549 — — — — 2,549 
Repurchase of Common Stock or Common OP Units— (1,932)— — — — (1,932)
Adjustment for Common OP Unitholders in the Operating Partnership— 168 — — — (168)— 
Adjustment for fair market value of swap— — — — (3,978)— (3,978)
Consolidated net income— — — 82,371 — 4,088 86,459 
Distributions— — — (83,326)— (4,136)(87,462)
Other— (98)— — — — (98)
Balance as of March 31, 2023$1,916 $1,629,866 $ $(205,203)$15,141 $71,666 $1,513,386 
Issuance of Common Stock through employee stock purchase plan— 504 — — — — 504 
Compensation expenses related to restricted stock and stock options— 8,584 — — — — 8,584 
Adjustment for Common OP Unitholders in the Operating Partnership— (503)— — — 503 — 
Adjustment for fair market value of swap— — — — 2,186 — 2,186 
Consolidated net income— — 62,920 — 3,121 66,049 
Distributions— — (8)(83,357)— (4,135)(87,500)
Other— (97)— — — — (97)
Balance as of June 30, 2023$1,916 $1,638,354 $ $(225,640)$17,327 $71,155 $1,503,112 
Exchange of Common OP Units for Common Stock812 — — — (813)— 
Issuance of Common Stock through employee stock purchase plan— 736 — — — — 736 
Compensation expenses related to restricted stock and stock options— 1,799 — — — — 1,799 
Adjustment for Common OP Unitholders in the Operating Partnership— (27)— — — 27 — 
Adjustment for fair market value of swaps— — — — (1,763)— (1,763)
Consolidated net income— — — 76,969 — 3,772 80,741 
Distributions— — — (83,410)— (4,087)(87,497)
Other— (121)— — — — (121)
Balance as of September 30, 2023$1,917 $1,641,553 $ $(232,081)$15,564 $70,054 $1,497,007 
5


Common StockPaid-in CapitalRedeemable Perpetual Preferred StockDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling interests – Common OP UnitsTotal Equity
Balance as of December 31, 2021$1,913 $1,593,362 $— $(183,689)$3,524 $71,061 $1,486,171 
Exchange of Common OP Units for Common Stock— 67 — — — (67)— 
Issuance of Common Stock through employee stock purchase plan— 513 — — — — 513 
Issuance of Common Stock28,367 — — — — 28,370 
Compensation expenses related to restricted stock and stock options— 2,590 — — — — 2,590 
Repurchase of Common Stock or Common OP Units— (3,449)— — — — (3,449)
Adjustment for Common OP Unitholders in the Operating Partnership— (1,641)— — — 1,641 — 
Adjustment for fair market value of swap— — — — 9,924 — 9,924 
Consolidated net income— — — 82,906 — 4,144 87,050 
Distributions— — — (76,375)— (3,812)(80,187)
Other— (645)— — — — (645)
Balance as of March 31, 2022$1,916 $1,619,164 $— $(177,158)$13,448 $72,967 $1,530,337 
Issuance of Common Stock through employee stock purchase plan— 1,388 — — — — 1,388 
Compensation expenses related to restricted stock and stock options— 2,681 — — — — 2,681 
Adjustment for Common OP Unitholders in the Operating Partnership— (303)— — — 303 — 
Adjustment for fair market value of swap— — — — 2,793 — 2,793 
Consolidated net income— — 61,509 — 3,073 64,590 
Distributions— — (8)(76,179)— (3,812)(79,999)
Other— (54)— — — — (54)
Balance as of June 30, 2022$1,916 $1,622,876 $— $(191,828)$16,241 $72,531 $1,521,736 
Exchange of Common OP Units for Common Stock— 203 — — — (203)— 
Issuance of Common Stock through employee stock purchase plan— 458 — — — — 458 
Compensation expenses related to restricted stock and stock options— 2,654 — — — — 2,654 
Adjustment for Common OP Unitholders in the Operating Partnership— (342)— — — 342 — 
Adjustment for fair market value of swap— — — — 4,235 — 4,235 
Consolidated net income— — — 67,164 — 3,346 70,510 
Distributions— — — (76,305)— (3,801)(80,106)
Other— (98)— — — — (98)
Balance as of September 30, 2022$1,916 $1,625,751 $ $(200,969)$20,476 $72,215 $1,519,389 
.





















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)
Nine Months Ended September 30,
20232022
Cash Flows From Operating Activities:
Consolidated net income$233,249 $222,149 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Loss on sale of real estate and impairment, net3,581 3,747 
Early debt retirement68 1,156 
Depreciation and amortization156,967 156,074 
Amortization of loan costs3,637 3,631 
Debt premium amortization(62)(145)
Equity in income of unconsolidated joint ventures(2,158)(2,889)
Distributions of income from unconsolidated joint ventures1,155 340 
Proceeds from insurance claims, net21,770 (457)
Compensation expense related to incentive plans15,275 5,367 
Revenue recognized from membership upgrade sales upfront payments(10,863)(9,543)
Commission expense recognized related to membership sales3,122 2,850 
Changes in assets and liabilities:
Manufactured homes, net(31,980)(6,972)
Notes receivable, net(4,365)(3,954)
Deferred commission expense(5,861)(5,531)
Other assets, net(5,076)(298)
Accounts payable and other liabilities12,165 15,475 
Deferred membership revenue29,140 28,080 
Rents and other customer payments received in advance and security deposits(1,106)(3,957)
Net cash provided by operating activities418,658 405,123 
Cash Flows From Investing Activities:
Real estate acquisitions, net(9,326)(119,255)
Investment in unconsolidated joint ventures(6,060)(16,022)
Distributions of capital from unconsolidated joint ventures3,730 3,602 
Proceeds from insurance claims, net5,309 1,405 
Capital improvements(231,172)(185,916)
Net cash used in investing activities(237,519)(316,186)
























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)
Nine Months Ended September 30,
20232022
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan1,604 2,359 
Gross proceeds from the issuance of common stock— 28,370 
Distributions:
Common Stockholders(242,994)(219,854)
Common OP Unitholders(12,069)(10,997)
Preferred Stockholders(8)(8)
Share based award tax withholding payments(1,932)(3,449)
Principal payments and mortgage debt repayment(148,811)(119,608)
Mortgage notes payable financing proceeds463,753 200,000 
Term loan proceeds— 200,000 
Line of credit repayment(605,000)(495,016)
Line of credit proceeds407,000 241,000 
Debt issuance and defeasance costs(5,033)(3,826)
Other(316)(796)
Net cash used in financing activities(143,806)(181,825)
Net increase (decrease) in cash and restricted cash37,333 (92,888)
Cash and restricted cash, beginning of period22,347 123,398 
Cash and restricted cash, end of period$59,680 $30,510 

Nine Months Ended September 30,
20232022
Supplemental Information:
Cash paid for interest, net$97,297 $82,368 
Cash paid for the purchase of manufactured homes$90,477 $82,698 
Real estate acquisitions:
Investment in real estate$(10,057)$(119,796)
Notes receivable, net— (772)
Other assets, net13 — 
Deferred membership revenue— 315 
Other liabilities— 702 
Rents and other customer payments received in advance and security deposits718 296 
Real estate acquisitions, net$(9,326)$(119,255)




















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,” and “our”. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. We provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by 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 95.3% interest as of September 30, 2023. 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 our Annual Report on Form 10-K for the year ended December 31, 2022.
Intercompany balances and transactions have been eliminated. All adjustments to the unaudited 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 unaudited interim consolidated financial statements to conform with current year presentation.

Note 2 – Summary of Significant Accounting Policies
(a)    Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Leases with customers renting our Sites are accounted for as operating leases. The rental income associated with these leases is accounted for in accordance with the Accounting Standards Codification (“ASC”) 842, Leases, and is recognized over the term of the respective lease or the length of a customer’s stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. RV and marina Sites are leased to those who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those customers renting marina dry storage slips. Annual Sites are leased on an annual basis, including those Northern Properties that are open for the summer season. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental income as we meet the practical expedient criteria of ASC 842, Leases to combine the lease and non-lease components. We assessed the criteria and concluded that the timing and pattern of transfer for rental income and the associated utility recoveries are the same and, as our leases qualify as operating leases, we account for and present rental income and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income. In addition, customers may lease homes that are located in our communities. These leases are accounted for as operating leases. Rental income derived from customers leasing homes is also accounted for in accordance with ASC 842, Leases and is recognized over the term of the respective lease. The allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income. Lease receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. The estimate for credit losses is a result of our ongoing assessments and evaluations of collectability, including historical loss experience, current market conditions and future expectations in forecasting credit losses.
9


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)
Annual membership subscriptions and membership upgrade sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. 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 during which access to Sites at certain Properties is provided. Membership subscription receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. Membership upgrades 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. Financed upgrade sales (also known as contract receivables) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
Revenue 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. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties. Financed home sales (also known as chattel loans) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
(b)    Restricted Cash
As of September 30, 2023 and December 31, 2022, restricted cash consisted of $21.2 million and $19.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(c)     Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
(d)    Insurance Recoveries
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our properties. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a gain contingency and will be recognized in the period in which the insurance proceeds are received. During the nine months ended September 30, 2023, we recognized expenses of approximately $12.1 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $12.1 million related to the expected insurance recovery as a result of Hurricane Ian which is included in Casualty-related charges/(recoveries), net in the Consolidated Statements of Income and Comprehensive Income. During the nine months ended September 30, 2023, we received insurance proceeds of approximately $48.8 million, of which $9.6 million represented business interruption recovery revenue.
(e)    Prior period correction
During the six months ended June 30, 2023, the Company identified and corrected an immaterial error related to the classification of cash outflows associated with the purchase of MHs in the Consolidated Statements of Cash Flows. Previously, the Company classified these cash outflows within investing activities in the Consolidated Statements of Cash Flows to align with the balance sheet classification. Based on the predominance principle in ASC 230-10-45-22, the Company determined that all of the cash flows associated with the purchase and sale of manufactured homes should be classified within operating activities in the Consolidated Statements of Cash Flows. Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletins 99, Materiality and 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company concluded that this error was immaterial to the Consolidated Statements of Cash Flows as presented in the Company’s previously filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. There was no impact to the Consolidated Statements of Income and Comprehensive Income, Consolidated Balance Sheets, or Consolidated Statements of Changes in Equity for any periods presented. The revisions to the Consolidated Statements of Cash Flows are reflected for the nine months ended September 30, 2022, included in these financial statements, and will also be reflected in the historical periods included in the Company’s subsequent annual consolidated financial statements.

10


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)
The impact of the revisions on the line items within the Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 previously filed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 is as follows (in thousands):
Nine Months Ended September 30, 2022
Operating ActivitiesAs ReportedEffect of RevisionAs Revised
Manufactured homes$— (6,972)$(6,972)
Other assets, net$75,428 (75,726)$(298)
Net cash provided by operating activities$487,821 (82,698)$405,123 
Investing Activities
Capital improvements $(268,614)82,698 $(185,916)
Net cash used in investing activities$(398,884)82,698 $(316,186)


Note 3 – Leases
Lessor
The leases entered into between a customer and us for 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 September 30, 2023
2023$31,687 
2024129,794 
202555,073 
202624,570 
202723,096 
Thereafter58,914 
Total$323,134 



















11


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3 – Leases (continued)
Lessee
We lease land under non-cancelable operating leases at ten Properties expiring on various dates between 2028 and 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 2032. For the quarters ended September 30, 2023 and 2022, total operating lease payments were $1.6 million and $2.7 million, respectively. For the nine months ended September 30, 2023 and 2022, total operating lease payments were $4.9 million and $8.2 million, respectively.
The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of September 30, 2023:
As of September 30, 2023
(amounts in thousands)
Ground LeasesOffice and Other LeasesTotal
2023$152 $1,698 $1,850 
2024675 3,407 4,082 
2025680 3,108 3,788 
2026684 2,613 3,297 
2027689 2,424 3,113 
Thereafter4,525 10,794 15,319 
Total undiscounted rental payments7,405 24,044 31,449 
Less imputed interest(1,890)(3,397)(5,287)
Total lease liabilities$5,515 $20,647 $26,162 

Right-of-use (“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 $24.0 million and $26.2 million, respectively, as of September 30, 2023. The weighted average remaining lease term for our operating leases was nine years and the weighted average incremental borrowing rate was 3.8% at September 30, 2023.
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 $25.9 million and $28.0 million, respectively, as of December 31, 2022. The weighted average remaining lease term for our operating leases was nine years and the weighted average incremental borrowing rate was 3.8% at December 31, 2022.


12


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 share of common stock (“Common Share”) for the quarters and nine months ended September 30, 2023 and 2022:
Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands, except per share data)2023202220232022
Numerators:
Net income available for Common Stockholders – Basic$76,969 $67,163 $222,260 $211,578 
Amounts allocated to non controlling interest (dilutive securities)3,772 3,346 10,981 10,563 
Net income available for Common Stockholders – Fully Diluted$80,741 $70,509 $233,241 $222,141 
Denominators:
Weighted average Common Shares outstanding – Basic186,100 185,814 186,008 185,758 
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares9,235 9,288 9,246 9,295 
Stock options and restricted stock105 167 160 195 
Weighted average Common Shares outstanding – Fully Diluted195,440 195,269 195,414 195,248 
Earnings per Common Share – Basic$0.41 $0.36 $1.19 $1.14 
Earnings per Common Share – Fully Diluted$0.41 $0.36 $1.19 $1.14 
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 Operating Partnership unit (“OP Unit”) holders since January 1, 2022:
Distribution Amount Per ShareFor the Quarter EndedStockholder Record DatePayment Date
$0.4100March 31, 2022March 25, 2022April 8, 2022
$0.4100June 30, 2022June 24, 2022July 8, 2022
$0.4100September 30, 2022September 30, 2022October 14, 2022
$0.4100December 31, 2022December 30, 2022January 13, 2023
$0.4475March 31, 2023March 31, 2023April 14, 2023
$0.4475June 30, 2023June 30, 2023July 14, 2023
$0.4475September 30, 2023September 29, 2023October 13, 2023
Exchanges
Subject to certain limitations, 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 nine months ended September 30, 2023 and 2022, 131,192 and 34,680 OP Units, respectively, were exchanged for an equal number of shares of Common Stock.
Note 6 – Investment in Real Estate
Acquisitions
On March 28, 2023, we completed the acquisition of Red Oak Shores Campground, a 223-site RV community located in Ocean View, New Jersey for a purchase price of $9.5 million. The acquisition was accounted for as an asset acquisition under ASC 805, Business Combinations and was funded from our unsecured line of credit.
Impairment
During the nine months ended September 30, 2023, we recorded impairment charges of approximately $3.6 million primarily related to flooding events at certain Properties in California.
13


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7 – Investments in Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands with the number of Properties shown parenthetically as of September 30, 2023 and December 31, 2022, respectively):
    Investment as ofIncome/(Loss) for the Nine Months Ended
InvestmentLocation Number of Sites
Economic
Interest
(a)
September 30, 2023December 31, 2022September 30, 2023September 30, 2022
MeadowsVarious (2,2)1,077 50 %$407 $158 $1,649 $1,850 
LakeshoreFlorida (3,3)721 (b)3,048 2,625 487 480 
VoyagerArizona (1,1)— — %
(c)
— 139 694 39 
ECHO JVVarious — 50 %2,764 2,963 (199)843 
RVCVarious 1,283 80 %
(d)
61,805 60,323 (297)(323)
Mulberry FarmsArizona200 50 %10,560 9,902 96 — 
Hiawassee KOA JVGeorgia283 50 %5,744 5,294 (272)— 
3,564 $84,328 $81,404 $2,158 $2,889 
_____________________
(a)The percentages shown approximate our economic interest as of September 30, 2023. Our legal ownership interest may differ.
(b)Includes two joint ventures in which we own a 65% interest in each and the Crosswinds joint venture in which we own a 49% interest.
(c)In March of 2023, we sold our 33% interest in the utility plant servicing Voyager RV Resort.
(d)Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development.
We received approximately $4.9 million and $3.9 million in distributions from our unconsolidated joint ventures for the nine months ended September 30, 2023 and 2022, respectively. Approximately $1.4 million and $1.7 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the nine months ended September 30, 2023 and 2022, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Note 8 – Borrowing Arrangements
Mortgage Notes Payable
Our mortgage notes payable are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our mortgage notes payable:
As of September 30, 2023As of December 31, 2022
(amounts in thousands)
Fair ValueCarrying ValueFair ValueCarrying Value
Mortgage notes payable, excluding deferred financing costs$2,116,027 $3,032,920 $2,043,412 $2,718,114 

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 September 30, 2023, was approximately 3.7% per annum. The debt bears interest at stated rates ranging from 2.4% to 5.1% per annum and matures on various dates ranging from 2025 to 2041. The debt encumbered a total of 120 and 114 of our Properties as of September 30, 2023 and December 31, 2022, respectively, and the gross carrying value of such Properties was approximately $3,167.2 million and $2,868.3 million, as of September 30, 2023 and December 31, 2022, respectively.
During the quarter ended June 30, 2023, we closed on a secured financing transaction generating gross proceeds of $89.0 million. The loan represents an incremental borrowing from an existing secured facility, has a fixed interest rate of 5.04% per annum and matures in ten years.
During the quarter ended September 30, 2023, we closed on three secured financing transactions generating gross proceeds of $375.0 million. The loans are secured by 20 MH and RV properties, have a weighted average fixed interest rate of 5.05% per annum and a weighted average maturity of approximately eight years.

14


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8 – Borrowing Arrangements (continued)
During the quarter ended September 30, 2023, proceeds from the four secured financing transactions were used to repay $100.4 million of principal on three mortgage loans that were due to mature in 2023 and 2024 and the remaining outstanding balance on our unsecured line of credit (the “LOC”). The repaid mortgage loans had a weighted average fixed interest rate of 4.94% per annum and were secured by 14 MH and RV properties.
Unsecured Debt
We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $500.0 million LOC and a $300.0 million senior unsecured term loan (the “$300 million Term Loan”). On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to Secured Overnight Financing Rate (“SOFR”) borrowings. The LOC bears interest at a rate of SOFR plus 1.25% to 1.65% and requires an annual facility fee of 0.20% to 0.35%. The $300 million Term Loan has an interest rate of SOFR plus 1.40% to 1.95% per annum. For both the LOC and the $300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms. As of September 30, 2023, the Company has no remaining LIBOR based borrowings.
The LOC had no outstanding balance and $198.0 million outstanding as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, our LOC had a remaining borrowing capacity of $500.0 million.
As of September 30, 2023, we were in compliance in all material respects with the covenants in all our borrowing arrangements.
During the year ended December 31, 2022, we entered into a $200.0 million senior unsecured term loan agreement (the “$200 million Term Loan”). The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30% to 1.80%, depending on leverage levels.

Note 9 – Derivative Instruments and Hedging
Cash Flow Hedges of Interest Rate Risk
We record all derivatives at fair value. 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 March 2021, we entered into a Swap Agreement (the “2021 Swap”) with a notional amount of $300.0 million allowing us to trade the variable interest rate associated with our $300.0 million Term Loan for a fixed interest rate. In March 2023, we amended the 2021 Swap agreement to reflect the change in the $300.0 million Term Loan interest rate benchmark from LIBOR to SOFR (see Note 8. Borrowing Arrangements). The 2021 Swap has a fixed interest rate of 0.41% per annum and matures on March 25, 2024. Based on the leverage as of September 30, 2023, our spread over SOFR was 1.40% resulting in an estimated all-in interest rate of 1.81% per annum.
In April 2023, we entered into a Swap Agreement (the “2023 Swap”) with a notional amount of $200.0 million allowing us to trade the variable interest rate associated with our $200.0 million Term Loan for a fixed interest rate. The 2023 Swap has a fixed interest rate of 3.68% per annum and matures on January 21, 2027. Based on the leverage as of September 30, 2023, our spread over SOFR was 1.20% resulting in an estimated all-in interest rate of 4.88% per annum.
Our derivative financial instrument was classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:
As of September 30,As of December 31,
(amounts in thousands)Balance Sheet Location20232022
Interest Rate SwapsOther assets, net$15,564 $19,119 







15


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 9 – Derivative Instruments and Hedging (continued)
The following table presents the effect of our derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income:
Derivatives in Cash Flow Hedging RelationshipAmount of (gain)/loss recognized
in OCI on derivative
for the nine months ended September 30,
Location of (gain)/ loss reclassified from
accumulated OCI into income
Amount of (gain)/loss reclassified from
accumulated OCI into income
for the nine months ended September 30,
(amounts in thousands)20232022(amounts in thousands)20232022
Interest Rate Swaps$(9,364)$(18,479)Interest Expense$(12,919)$(1,527)
During the next twelve months, we estimate that $10.7 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense. This estimate may be subject to change as the underlying SOFR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of September 30, 2023, we had not posted any collateral related to the 2021 Swap or 2023 Swap.


Note 10 - Deferred Revenue from Membership Upgrade Sales and Deferred Commission Expense
The components of the change in deferred revenue from membership upgrades and deferred commission expense were as follows:
(amounts in thousands)
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
Deferred revenue - upfront payments from membership upgrade sales, beginning$185,660 $163,957 
Membership upgrade sales, gross28,041 27,771 
Revenue recognized from membership upgrade sales upfront payments(10,863)(9,543)
Net increase in deferred revenue - upfront payments from membership grade sales17,178 18,228 
Deferred revenue - upfront payments from membership upgrade sales, ending (a)
$202,838 $182,185 
Deferred commission expense, beginning$50,441 $47,349 
Deferred commission expense5,850 5,594 
Commission expense recognized(3,122)(2,850)
Net increase in deferred commission expense2,728 2,744 
Deferred commission expense, ending$53,169 $50,093 
_____________________ 
(a)Included in Deferred membership revenue on the Consolidated Balance Sheets.
16


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11 – Equity Incentive Awards
Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014.
During the quarter ended March 31, 2023, 82,884 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 30, 2024, February 4, 2025 and February 3, 2026, respectively, and have a grant date fair value of $3.0 million. The remaining 50% are performance-based awards vesting in equal installments on January 30, 2024, February 4, 2025 and February 3, 2026, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 13,812 shares of restricted stock subject to 2023 performance goals have a grant date fair value of $1.0 million.
During the quarter ended June 30, 2023, we awarded to certain members of our Board of Directors 60,391 shares of restricted stock at a fair value of approximately $4.1 million and options to purchase 8,450 shares of common stock with an exercise price of $68.01. These are time-based awards subject to various vesting dates between October 25, 2023 and April 24, 2026.
Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $1.8 million and $2.6 million for the quarters ended September 30, 2023 and 2022, respectively, and $12.9 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense of $12.9 million for the nine months ended September 30, 2023 includes accelerated vesting of stock-based compensation expense of $6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

Note 12 – 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, 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.
Beginning on August 31, 2023 through October 12, 2023, certain private party plaintiffs filed several putative class actions against Datacomp Appraisal Systems, Inc. (“Datacomp”) and several owner/operators of manufactured housing communities, including ELS (the “Datacomp Litigation”), alleging that the community owner/operators used JLT Market Reports produced by Datacomp to conspire to raise manufactured home lot rents in violation of Section 1 of the Sherman Act. ELS purchased Datacomp in connection with the MHVillage/Datacomp acquisition during the year ended December 31, 2021.
We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter. As of September 30, 2023, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

Note 13 - Reportable Segments
We have identified two reportable segments: (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 is no customer who contributed 10% or more of our total revenues during the quarters and nine months ended September 30, 2023 or 2022.
17


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 13 – Reportable Segments (continued)


The following tables summarize our segment financial information for the quarters and nine months ended September 30, 2023 and 2022:
Quarter Ended September 30, 2023
(amounts in thousands)Property
Operations
Home Sales
and Rentals
Operations
Consolidated
Operations revenues$351,243 $32,961 $384,204 
Operations expenses(183,579)(28,502)(212,081)
Income from segment operations167,664 4,459 172,123 
Interest income1,637 631 2,268 
Depreciation and amortization(48,242)(2,726)(50,968)
Loss on sale of real estate and impairment, net(949)— (949)
Income from operations$120,110 $2,364 $122,474 
Reconciliation to consolidated net income:
Corporate interest income
Income from other investments, net2,333 
General and administrative(9,895)
Other expenses(1,338)
Interest and related amortization(33,434)
Equity in income of unconsolidated joint ventures661 
Early debt retirement(68)
Consolidated net income$80,741 
Total assets$5,351,993 $274,298 $5,626,291 
Capital improvements$79,750 $2,420 $82,170 

Quarter Ended September 30, 2022
(amounts in thousands)Property
Operations
Home Sales
and Rentals
Operations
Consolidated
Operations revenues$338,208 $38,497 $376,705 
Operations expenses(179,775)(33,384)(213,159)
Income from segment operations158,433 5,113 163,546 
Interest income1,441 422 1,863 
Depreciation and amortization(50,026)(2,521)(52,547)
Loss on sale of real estate and impairment, net(2,289)(1,458)(3,747)
Income from operations$107,559 $1,556 $109,115 
Reconciliation to consolidated net income:
Corporate interest income
Income from other investments, net2,399 
General and administrative (1)
(11,086)
Other expenses (1)
(1,627)
Interest and related amortization(29,759)
Equity in income of unconsolidated joint ventures1,465 
Consolidated net income$70,509 
Total assets$5,160,230 $245,216 $5,405,446 
Capital improvements$49,553 $6,026 $55,579 
______________________
(1)Prior period amounts have been reclassified to conform to the current period presentation.



18


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 13 – Reportable Segments (continued)


Nine Months Ended September 30, 2023
(amounts in thousands)Property
Operations
Home Sales
and Rentals
Operations
Consolidated
Operations revenues$1,029,609 $85,650 $1,115,259 
Operations expenses(526,052)(73,559)(599,611)
Income from segment operations503,557 12,091 515,648 
Interest income4,819 1,782 6,601 
Depreciation and amortization(144,659)(8,275)(152,934)
Loss on sale of real estate and impairment, net(3,581)— (3,581)
Income from operations$360,136 $5,598 $365,734 
Reconciliation to consolidated net income:
Corporate interest income22 
Income from other investments, net6,897 
General and administrative(38,163)
Other expenses(4,187)
Interest and related amortization(99,144)
Equity in income of unconsolidated joint ventures2,158 
Early debt retirement(68)
Consolidated net income$233,249 
Total assets$5,351,993 $274,298 $5,626,291 
Capital improvements$208,576 $22,596 $231,172 


Nine Months Ended September 30, 2022
(amounts in thousands)Property
Operations
Home Sales
and Rentals
Operations
Consolidated
Operations revenues$984,535 $109,675 $1,094,210 
Operations expenses(506,739)(95,847)(602,586)
Income from segment operations477,796 13,828 491,624 
Interest income4,198 1,143 5,341 
Depreciation and amortization(145,200)(7,537)(152,737)
Loss on sale of real estate and impairment,, net(2,289)(1,458)(3,747)
Income from operations$334,505 $5,976 $340,481 
Reconciliation to consolidated net income:
Corporate interest income
Income from other investments, net6,920 
General and administrative (1)
(34,834)
Other expenses (1)
(6,880)
Interest and related amortization(85,276)
Equity in income of unconsolidated joint ventures2,889 
Early debt retirement(1,156)
Consolidated net income$222,149 
Total assets$5,160,230 $245,216 $5,405,446 
Capital improvements$169,233 $16,683 $185,916 
________________
(1)Prior period amounts have been reclassified to conform to the current period presentation.






19


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 13 – Reportable Segments (continued)


The following table summarizes our financial information for the Property Operations segment for the quarters and nine months ended September 30, 2023 and 2022:
 Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)2023202220232022
Revenues:
Rental income$299,781 $285,272 $877,310 $837,892 
Annual membership subscriptions16,673 16,254 48,832 47,003 
Membership upgrade sales3,744 3,308 10,863 9,543 
Other income15,658 15,580 51,283 43,316 
Gross revenues from ancillary services15,387 17,794 41,321 46,781 
Total property operations revenues351,243 338,208 1,029,609 984,535 
Expenses:
Property operating and maintenance125,081 121,692 357,660 337,363 
Real estate taxes19,017 17,734 56,165 56,373 
Membership sales and marketing5,696 5,937 16,055 15,720 
Cost of ancillary services8,226 9,765 20,562 24,639 
Ancillary operating expenses5,672 5,644 16,900 16,671 
Property management19,887 19,003 58,710 55,973 
Total property operations expenses183,579 179,775 526,052 506,739 
Income from property operations segment$167,664 $158,433 $503,557 $477,796 


The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and nine months ended September 30, 2023 and 2022:
 Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)2023202220232022
Revenues:
Rental income (1)
$3,553 $3,744 $11,130 $11,519 
Gross revenue from home sales and brokered resales29,408 34,753 74,520 98,156 
Total revenues32,961 38,497 85,650 109,675 
Expenses:
Rental home operating and maintenance1,765 1,489 3,883 4,117 
Cost of home sales and brokered resales25,245 30,459 65,318 87,255 
Home selling expenses1,492 1,436 4,358 4,475 
Total expenses28,502 33,384 73,559 95,847 
Income from home sales and rentals operations segment$4,459 $5,113 $12,091 $13,828 
______________________
(1)Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.


20

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

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 accompanying notes thereto included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”), as well as information in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 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 of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. As of September 30, 2023, we owned or had an ownership interest in a portfolio of 450 Properties located throughout the United States and Canada containing 171,707 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia, with more than 110 Properties with lake, river or ocean frontage and more than 120 Properties within ten 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 an exceptional experience to our residents and guests that results in delivery of value to stockholders. Our business model is intended to provide an opportunity for increased cash flows and appreciation in value. We seek growth in earnings, Funds from Operations (“FFO”), Normalized Funds from Operations (“Normalized FFO”) and cash flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining high quality customers to our Properties, 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 also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.
We believe the demand from baby boomers for MH and RV communities will continue to be strong over the long term. It is estimated that approximately 10,000 baby boomers are turning 65 daily through 2030. In addition, the population age 55 and older is expected to grow 17% within the next 15 years. These individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities or retirement retreats. We expect 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 the Millennial and Generation Z demographic will contribute to our future long-term customer pipeline. After conducting a comprehensive study of RV ownership, according to the Recreational Vehicle Industry Association (“RVIA”), data suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or Millennials and Generation Z, over the coming years. We believe the demand from baby boomers and these younger generations will continue to outpace supply for MH and RV communities. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been limited new communities developed in our target geographic markets.
We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina 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 generate revenue from customers renting our marina dry storage. Additionally, we 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.





21

Management's Discussion and Analysis (continued)
The following table shows the breakdown of our Sites by type (amounts are approximate):
 Total Sites as of September 30, 2023
MH Sites72,700 
RV Sites:
Annual35,300 
Seasonal12,500 
Transient14,900 
Marina Slips6,900 
Membership (1)
25,800 
Joint Ventures (2)
3,600 
Total171,700 
_________________________ 
(1)Primarily utilized to service approximately 125,300 members. Includes approximately 6,200 Sites rented on an annual basis.
(2)Includes approximately 2,000 annual Sites and 1,600 transient Sites.
In our Home Sales and Rentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing manufactured homes and cottages that are located in Properties owned and managed by us. 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. Additionally, home sale brokerage services are offered to our residents who may choose to sell their homes rather than relocate them when moving from a Property. At certain Properties, we operate ancillary facilities, 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 stringent underwriting criteria, sizable down payment requirements, short term loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties.
In addition to net income computed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized FFO, (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, and (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for Properties owned and operated in both periods under comparison). 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 September 30, 2023, net income available for Common Stockholders increased $9.8 million to $77.0 million, or $0.41 per fully diluted Common Share, compared to $67.2 million, or $0.36 per fully diluted Common Share, for the same period in 2022. For the nine months ended September 30, 2023, net income available for Common Stockholders increased $10.7 million, to $222.3 million, or $1.19, per fully diluted Common Share, compared to $211.6 million, or $1.14 per fully diluted Common Share, for the same period in 2022. Net income available for Common Stockholders for the nine months ended September 30, 2023 includes accelerated vesting of stock-based compensation expense of $6.3 million recognized during the quarter ended June 30, 2023 and an impairment charge of approximately $3.6 million recognized during the nine months ended September 30, 2023 primarily related to flooding events at certain Properties in California.
For the quarter ended September 30, 2023, FFO available for Common Stock and Operating Partnership unit (“OP Unit”) holders increased $5.3 million, or $0.02 per fully diluted Common Share, to $139.7 million, or $0.71 per fully diluted Common Share, compared to $134.4 million, or $0.69 per fully diluted Common Share, for the same period in 2022. For the nine months ended September 30, 2023, FFO available for Common Stock and OP Unit holders increased $10.2 million, or $0.05 per fully diluted Common Share, to $407.1 million, or $2.08 per fully diluted Common Share, compared to $396.9 million, or $2.03 per fully diluted Common Share for the same period in 2022.

22

Management's Discussion and Analysis (continued)
For the quarter ended September 30, 2023, Normalized FFO available for Common Stock and OP Unit holders increased $2.9 million, or $0.01 per fully diluted Common Share, to $139.7 million, or $0.71 per fully diluted Common Share, compared to $136.8 million, or $0.70 per fully diluted Common Share, for the same period in 2022. For the nine months ended September 30, 2023, Normalized FFO available for Common Stock and OP Unit holders increased $10.2 million, or $0.05 per fully diluted Common Share, to $413.7 million, or $2.12 per fully diluted Common Share, compared to $403.5 million, or $2.07 per fully diluted Common Share, for the same period in 2022.
For the quarter ended September 30, 2023, our Core Portfolio property operating revenues, excluding deferrals, increased 4.7% and property operating expenses, excluding deferrals and property management, increased 5.1%, from the same period in 2022, resulting in an increase in income from property operations, excluding deferrals and property management, of 4.4%, compared to the same period in 2022. For the nine months ended September 30, 2023, our Core Portfolio property operating revenues, excluding deferrals, increased 5.4% and property operating expenses, excluding deferrals and property management, increased 6.5% from the same period in 2022, resulting in an increase in income from property operations, excluding deferrals and property management, of 4.5% compared to the same period in 2022.
We continue to focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 94.9%, 95.1% and 95.2% for the quarters ended September 30, 2023, December 31, 2022 and September 30, 2022, respectively. For the quarter ended September 30, 2023, our Core Portfolio occupancy increased by 42 sites, which included an increase in homeowner occupancy of 225 sites and a decrease in rental occupancy of 183 compared to June 30, 2023. We continue to expect there to be fluctuations in the sources of occupancy depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. As of September 30, 2023, we had 2,345 occupied rental homes in our Core MH communities.
RV and marina base rental income in our Core Portfolio increased 2.0% for the quarter ended September 30, 2023, compared to the same period in 2022 driven by an increase in Annual RV rental income, partially offset by a decline in Seasonal and Transient RV rental income. Core RV and marina base rental income from annuals represents 66.1% of total Core RV and marina base rental income and increased 8.0% for the quarter ended September 30, 2023, compared to the same period in 2022 due to a 7.8% increase in rate and 0.2% increase in occupancy. Core seasonal RV and marina base rental income decreased 8.5% for the quarter ended September 30, 2023, compared to the same period in 2022. Core transient RV and marina base rental income decreased by $2.3 million, or 7.6% for the quarter ended September 30, 2023, compared to the same period in 2022. Since September 30, 2022, we have increased our Core RV and marina annual site count by approximately 40% resulting in a reduction in the number of transient sites available for use. We also experienced local storm events across the portfolio during the quarter ended September 30, 2023, particularly in the North, Northeast and California, which impacted our transient RV and marina base rental income.
Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 285 new home sales during the quarter ended September 30, 2023, compared to 331 new home sales during the quarter ended September 30, 2022, a decrease of 13.9%. The decrease in new home sales during the quarter ended September 30, 2023 were primarily in the Florida and Arizona markets.
Our gross investment in real estate increased $255.9 million to $7,625.5 million as of September 30, 2023 from $7,369.6 million as of December 31, 2022, primarily due to capital improvements and an acquisition during the nine months ended September 30, 2023.









23

Management's Discussion and Analysis (continued)
The following chart lists the Properties acquired or sold from January 1, 2022 through September 30, 2023 and Sites added through expansion opportunities at our existing Properties:
LocationType of PropertyTransaction DateSites
Total Sites as of January 1, 2022 (1)
169,300
Acquisition Properties:
Blue Mesa Recreational RanchGunnison, ColoradoMembershipFebruary 18, 2022385
Pilot Knob RV ResortWinterhaven, CaliforniaRVFebruary 18, 2022247
Holiday Trav-L-Park ResortEmerald Isle, North CarolinaRVJune 15, 2022299
Oceanside RV ResortOceanside, CaliforniaRVJune 16, 2022139
Hiawasee KOA JVHiawassee, GeorgiaUnconsolidated JVNovember 10, 2022283
Whippoorwill CampgroundMarmora, New JerseyRVDecember 20, 2022288
Red Oak Shores Campground
Ocean View, New JerseyRVMarch 28, 2023223
Expansion Site Development:
Sites added (reconfigured) in 20221,034
Sites added (reconfigured) in 2023236
Ground Lease Termination:
WestwindsSan Jose, CaliforniaMHAugust 31, 2022(723)
Total Sites as of September 30, 2023 (1)
171,700
______________________
(1)Sites are approximate.

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 flows 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 and Normalized FFO.
We believe investors should review Income from property operations and Core Portfolio, FFO and Normalized FFO, 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 and Normalized FFO, and a reconciliation to net income, are included below.
Income from Property Operations and Core Portfolio
We use income from property operations, 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 Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, membership 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 deferrals of membership upgrade sales upfront payments and membership sales commissions, net. Property management represents the expenses associated with indirect costs such as off-site payroll and certain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the operating results of our properties, excluding items that are not directly related to the operation of the properties. For comparative purposes, we present bad debt expense within Property operating and maintenance in the current and prior periods. We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.


24

Management's Discussion and Analysis (continued)
Our Core Portfolio consists of our Properties owned and operated during all of 2022 and 2023. 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 2022 and 2023. This includes, but is not limited to, four RV communities and one membership RV community acquired during 2022 and one RV community acquired during 2023. The Non-Core Properties also include Fish Tale Marina, Fort Myers Beach, Gulf Air, Palm Harbour Marina, Pine Island, Ramblers Rest, Rancho Oso and Turtle Beach.
FFO and 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 non-refundable upfront payments from membership upgrade contracts. In accordance with GAAP, the non-refundable upfront payments and related commissions are deferred and amortized over the estimated membership upgrade contract term. Although the NAREIT definition of FFO does not address the treatment of non-refundable upfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We believe FFO, as defined by the Board of Governors of NAREIT, is generally a measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
We define Normalized FFO as FFO excluding non-operating income and expense items, such as gains and losses from early debt extinguishment, including prepayment penalties, defeasance costs and transaction/pursuit costs, and 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 normal operations. For example, we believe that excluding the early extinguishment of debt and other miscellaneous non-comparable items from 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.
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 flows 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.




25

Management's Discussion and Analysis (continued)
The following table reconciles net income available for Common Stockholders to income from property operations for the quarters and nine months ended September 30, 2023 and 2022:
Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)
2023202220232022
Computation of Income from Property Operations:
Net income available for Common Stockholders$76,969 $67,163 $222,260 $211,578 
Redeemable preferred stock dividends— — 
Income allocated to non-controlling interests – Common OP Units3,772 3,346 10,981 10,563 
Equity in income of unconsolidated joint ventures(661)(1,465)(2,158)(2,889)
Income before equity in income of unconsolidated joint ventures80,080 69,044 231,091 219,260 
Loss on sale of real estate and impairment, net (1)
949 3,747 3,581 3,747 
Total other expenses, net91,094 90,755 280,976 268,617 
Gain from home sales operations and other(4,160)(5,243)(8,703)(11,897)
Income from property operations$167,963 $158,303 $506,945 $479,727 
_____________________
(1)During the nine months ended September 30, 2023, we recorded impairment charges of approximately $3.6 million primarily related to flooding events at certain Properties in California.


The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the quarters and nine months ended September 30, 2023 and 2022:
 Quarters Ended September 30,Nine Months Ended September 30,
(amounts in thousands)
2023202220232022
Computation of FFO and Normalized FFO:
Net income available for Common Stockholders$76,969 $67,163 $222,260 $211,578 
Income allocated to non-controlling interests – Common OP Units3,772 3,346 10,981 10,563 
Membership upgrade sales upfront payments, deferred, net7,044 7,777 17,178 18,228 
Membership sales commissions, deferred, net(1,178)(1,206)(2,728)(2,746)
Depreciation and amortization50,968 52,547 152,934 152,737 
Depreciation on unconsolidated joint ventures1,141 1,035 3,357 2,811 
Gain on unconsolidated joint ventures— — (416)— 
Loss on sale of real estate and impairment, net949 3,747 3,581 3,747 
FFO available for Common Stock and OP Unit holders139,665 134,409 407,147 396,918 
Early debt retirement68 — 68 1,156 
Transaction/pursuit costs (1)
— 302 117 3,384 
Accelerated vesting of stock-based compensation (2)
— — 6,320 — 
Lease termination expenses (3)
— 2,073 90 2,073 
Normalized FFO available for Common Stock and OP Unit holders$139,733 $136,784 $413,742 $403,531 
Weighted average Common Shares outstanding – Fully Diluted 195,440 195,269 195,414 195,248 
_____________________
(1)Represents transaction/pursuit costs related to unconsummated acquisitions included in Other expenses in the Consolidated Statements of Income and Comprehensive Income.
(2)Represents accelerated vesting of stock-based compensation expense of $6.3 million recognized during the quarter ended June 30, 2023 as a result of the passing of a member of our Board of Directors.
(3)Represents non-operating expenses associated with the Westwinds ground leases that terminated on August 31, 2022 and is included in General and administrative expense in the Consolidated Statements of Income and Comprehensive Income.
26

Management's Discussion and Analysis (continued)
Results of Operations
This section discusses the comparison of our results of operations for the quarters and nine months ended September 30, 2023 and September 30, 2022 and our operating activities, investing activities and financing activities for the nine months ended September 30, 2023 and September 30, 2022. For the comparison of our results of operations for the quarters and nine months ended September 30, 2022 and September 30, 2021 and discussion of our operating activities, investing activities and financing activities for the nine months ended September 30, 2022 and September 30, 2021, refer to Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on October 21, 2022.
Comparison of the Quarter Ended September 30, 2023 to the Quarter Ended September 30, 2022
Income from Property Operations
The following table summarizes certain financial and statistical data for our Core Portfolio and total portfolio for the quarters ended September 30, 2023 and September 30, 2022:
 Core PortfolioTotal Portfolio
Quarters Ended September 30,Quarters Ended September 30,
(amounts in thousands)20232022Variance%
Change
20232022Variance%
Change
MH base rental income (1)
$167,780 $157,037 $10,743 6.8 %$167,937 $159,045 $8,892 5.6 %
Rental home income (1)
3,542 3,729 (187)(5.0)%3,553 3,744 (191)(5.1)%
RV and marina base rental income (1)
106,426 104,297 2,129 2.0 %112,819 109,882 2,937 2.7 %
Annual membership subscriptions16,242 15,833 409 2.6 %16,673 16,254 419 2.6 %
Membership upgrades sales current period, gross10,375 10,204 171 1.7 %10,788 11,085 (297)(2.7)%
Utility and other income (1)
31,350 29,582 1,768 6.0 %35,840 32,746 3,094 9.4 %
Property operating revenues, excluding deferrals335,715 320,682 15,033 4.7 %347,610 332,756 14,854 4.5 %
Property operating and maintenance (1)(2)
122,469 117,640 4,829 4.1 %126,238 122,513 3,725 3.0 %
Real estate taxes18,529 16,577 1,952 11.8 %19,017 17,734 1,283 7.2 %
Rental home operating and maintenance1,762 1,483 279 18.8 %1,765 1,489 276 18.5 %
Membership sales and marketing, gross6,773 6,619 154 2.3 %6,874 7,143 (269)(3.8)%
Property operating expenses, excluding deferrals and property management149,533 142,319 7,214 5.1 %153,894 148,879 5,015 3.4 %
Income from property operations, excluding deferrals and property management (3)
186,182 178,363 7,819 4.4 %193,716 183,877 9,839 5.4 %
Property management19,887 19,003 884 4.7 %19,887 19,003 884 4.7 %
Income from property operations, excluding deferrals (3)
166,295 159,360 6,935 4.4 %173,829 164,874 8,955 5.4 %
Membership upgrade sales upfront payments and membership sales commission, deferred, net5,866 6,571 (705)(10.7)%5,866 6,571 (705)(10.7)%
Income from property operations (3)
$160,429 $152,789 $7,640 5.0 %$167,963 $158,303 $9,660 6.1 %
_____________________
(1)Rental income consists of the following total portfolio income items in this table: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2)Includes bad debt expense for all periods presented.
(3)See Part I. Item 2. Management's Discussion and Analysis—Non-GAAP Financial Measures for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.

Total portfolio income from property operations for the quarter ended September 30, 2023, increased $9.7 million, or 6.1%, from the quarter ended September 30, 2022, driven by an increase of $7.6 million, or 5.0%, from our Core Portfolio, and an increase of $2.0 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, excluding deferrals, primarily in MH base rental income, RV and marina base rental income and Utility and other income, partially offset by an increase in property operating and maintenance expenses and real estate taxes.

27

Management's Discussion and Analysis (continued)
Property Operating Revenues
MH base rental income in our Core Portfolio for the quarter ended September 30, 2023 increased $10.7 million, or 6.8%, from the quarter ended September 30, 2022, which reflects 7.1% growth from rate increases and a decline of 0.3% in occupancy. The average monthly base rental income per Site in our Core Portfolio increased to approximately $813 for the quarter ended September 30, 2023 from approximately $759 for the quarter ended September 30, 2022. The average occupancy for our Core Portfolio was 94.9% for the quarter ended September 30, 2023 and 95.2% for the quarter ended September 30, 2022.
RV and marina base rental income is comprised of the following:
 Core PortfolioTotal Portfolio
Quarters Ended September 30,Quarters Ended September 30,
(amounts in thousands)20232022Variance%
Change
20232022Variance%
Change
Annual$70,374 $65,181 $5,193 8.0 %$74,125 $68,008 $6,117 9.0 %
Seasonal8,035 8,779 (744)(8.5)%8,462 9,478 (1,016)(10.7)%
Transient28,017 30,337 (2,320)(7.6)%30,232 32,396 (2,164)(6.7)%
RV and marina base rental income$106,426 $104,297 $2,129 2.0 %$112,819 $109,882 $2,937 2.7 %
RV and marina base rental income in our Core Portfolio for the quarter ended September 30, 2023 increased $2.1 million, or 2.0%, from the quarter ended September 30, 2022, driven by an increase in Annual RV and marina base rental income, partially offset by a decrease in Transient and Seasonal RV and marina base rental income. The increase in Annual RV and marina base rental income of 8.0% was driven by an increase in rate of 7.8%. The decrease in Transient RV and marina base rental income of 7.6% was primarily due to a decrease in Transient RV revenue as a result of a reduction in the number of Transient sites available and local storm events across the portfolio, particularly in the North, Northeast and California during the quarter ended September 30, 2023.
Utility and other income in our Core Portfolio for the quarter ended September 30, 2023 increased $1.8 million, or 6.0%, from the quarter ended September 30, 2022. The increase was primarily due to a $1.3 million and $1.0 million increase in utility income and other property income, respectively. The increase in utility income was primarily due to an increase in trash and electric income in all regions except California and sewer income in all regions except the Northeast.
Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the quarter ended September 30, 2023 increased $7.2 million, or 5.1%, from the quarter ended September 30, 2022, driven by increases in property operating and maintenance expenses of $4.8 million. Core property operating and maintenance expenses were higher in 2023 primarily due to increases in insurance of $2.0 million, repair and maintenance expenses of $1.8 million and utility expenses of $1.4 million.











28

Management's Discussion and Analysis (continued)
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales and Other Operations:
Quarters Ended September 30,
(amounts in thousands, except home sales volumes)20232022Variance%
Change
Gross revenues from new home sales$27,684 $32,850 $(5,166)(15.7)%
Cost of new home sales24,068 29,380 (5,312)(18.1)%
Gross revenues from used home sales1,020 972 48 4.9 %
Cost of used home sales932 747 185 24.8 %
Gross revenue from brokered resales and ancillary services16,091 18,725 (2,634)(14.1)%
Cost of brokered resales and ancillary services8,471 10,097 (1,626)(16.1)%
Home selling and ancillary operating expenses7,164 7,080 84 1.2 %
Home sales volumes
New home sales (1)
285 331 (46)(13.9)%
Used home sales84 81 3.7 %
Brokered home resales160 223 (63)(28.3)%
_________________________
(1)Total new home sales volume for the quarter ended September 30, 2022 includes 21 home sales from our ECHO JV.
Gross revenues from new home sales decreased $5.2 million and Cost of new home sales decreased $5.3 million during the quarter ended September 30, 2023, compared to the quarter ended September 30, 2022, primarily due to a decrease in new home sales.

Rental Operations
The following table summarizes certain financial and statistical data for our MH Rental Operations:
Quarters Ended September 30,
(amounts in thousands, except rental unit volumes)
20232022Variance%
Change
Rental operations revenue (1)
$9,406 $10,420 $(1,014)(9.7)%
Rental home operating and maintenance expenses1,762 1,483 279 18.8 %
Depreciation on rental homes (2)
2,726 2,521 205 8.1 %
Gross investment in new manufactured home rental units (3)
$249,568 $221,840 $27,728 12.5 %
Gross investment in used manufactured home rental units$12,606 $15,226 $(2,620)(17.2)%
Net investment in new manufactured home rental units (3)
$207,303 $180,299 $27,004 15.0 %
Net investment in used manufactured home rental units$7,481 $8,657 $(1,176)(13.6)%
Number of occupied rentals – new, end of period (4)
2,086 2,594 (508)(19.6)%
Number of occupied rentals – used, end of period259 355 (96)(27.0)%
______________________
(1)Consists of Site rental income and home rental income. Approximately $5.9 million and $6.7 million for the quarters ended September 30, 2023 and September 30, 2022, respectively, of Site rental income is included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in Rental home income in our Core Portfolio Income from Property Operations table.
(2)Presented 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 as of September 30, 2022 was $19.0 million.
(4)Occupied rentals as of the end of the period in our Core Portfolio. Included in occupied rentals as of September 30, 2022 were 165 homes rented through our ECHO JV.

29

Management's Discussion and Analysis (continued)
Rental operations revenues were $1.0 million or 9.7% lower during the quarter ended September 30, 2023, compared to the quarter ended September 30, 2022, primarily due to a decrease in the number of occupied rentals.
Other Income and Expenses
The following table summarizes other income and expenses, net:
Quarters Ended September 30,
(amounts in thousands, expenses shown as negative)
20232022Variance%
Change
Depreciation and amortization$(50,968)$(52,547)$1,579 3.0 %
Interest income2,276 1,865 411 22.0 %
Income from other investments, net2,333 2,399 (66)(2.8)%
General and administrative(9,895)(11,086)1,191 10.7 %
Other expenses(1,338)(1,627)289 17.8 %
Early debt retirement(68)— (68)— %
Interest and related amortization(33,434)(29,759)(3,675)(12.3)%
Total other income and expenses, net$(91,094)$(90,755)$(339)(0.4)%

Total other income and expenses, net increased $0.3 million for the quarter ended September 30, 2023, compared to the quarter ended September 30, 2022, primarily due to higher interest and related amortization expense as a result of an increase in interest rates, partially offset by decreases in depreciation and amortization and general and administrative expenses.
Casualty-related charges/(recoveries), net
During the quarter ended September 30, 2023, we recorded $1.8 million of expenses for debris removal and cleanup costs and an offsetting insurance recovery revenue of $1.8 million related to Hurricane Ian.
30

Management's Discussion and Analysis (continued)
Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the nine months ended September 30, 2023 and 2022:
 Core PortfolioTotal Portfolio
Nine Months Ended September 30,Nine Months Ended September 30,
(amounts in thousands)20232022Variance%
Change
20232022Variance%
Change
MH base rental income (1)
$498,442 $467,233 $31,209 6.7 %$498,906 $475,070 $23,836 5.0 %
Rental home income (1)
11,096 11,487 (391)(3.4)%11,130 11,519 (389)(3.4)%
RV and marina base rental income (1)
311,228 301,112 10,116 3.4 %326,280 316,984 9,296 2.9 %
Annual membership subscriptions47,738 45,885 1,853 4.0 %48,832 47,003 1,829 3.9 %
Membership upgrade sales current period, gross27,305 26,445 860 3.3 %28,041 27,771 270 1.0 %
Utility and other income (1)
90,062 83,457 6,605 7.9 %107,029 92,612 14,417 15.6 %
Property operating revenues, excluding deferrals985,871 935,619 50,252 5.4 %1,020,218 970,959 49,259 5.1 %
Property operating and maintenance (1)(2)
351,319 328,194 23,125 7.0 %361,282 340,821 20,461 6.0 %
Real estate taxes54,403 52,025 2,378 4.6 %56,165 56,373 (208)(0.4)%
Rental home operating and maintenance3,879 4,094 (215)(5.3)%3,883 4,117 (234)(5.7)%
Membership sales and marketing, gross18,549 17,806 743 4.2 %18,783 18,466 317 1.7 %
Property operating expenses, excluding deferrals and property management428,150 402,119 26,031 6.5 %440,113 419,777 20,336 4.8 %
Income from property operations, excluding deferrals and property management (3)
557,721 533,500 24,221 4.5 %580,105 551,182 28,923 5.2 %
Property management58,710 55,972 2,738 4.9 %58,710 55,973 2,737 4.9 %
Income from property operations, excluding deferrals (3)
499,011 477,528 21,483 4.5 %521,395 495,209 26,186 5.3 %
Membership upgrade sales upfront payments and membership sales commission, deferred, net14,450 15,482 (1,032)(6.7)%14,450 15,482 (1,032)(6.7)%
Income from property operations (3)
$484,561 $462,046 $22,515 4.9 %$506,945 $479,727 $27,218 5.7 %
__________________________
(1)Rental income consists of the following total portfolio income items: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating maintenance expense in this table.
(2)Includes bad debt expense for all periods presented.
(3)See Part I. Item 2. Management's Discussion and Analysis—Non-GAAP Financial Measures for definitions and reconciliation of these Non-GAAP measures to Net Income available for Common Shareholders.

Total Portfolio income from property operations for the nine months ended September 30, 2023 increased $27.2 million, or 5.7%, from the same period in 2022, driven by an increase of $22.5 million, or 4.9%, from our Core Portfolio and an increase of $4.7 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, excluding deferrals, primarily in MH base rental income, RV and marina base rental income and Utility and other income, partially offset by an increase in property operating and maintenance expenses.
Property Operating Revenues
MH base rental income in our Core Portfolio for the nine months ended September 30, 2023 increased $31.2 million, or 6.7%, from the same period in 2022, which reflects 6.9% growth from rate increases and 0.2% decline in occupancy. The average monthly base rental income per Site increased to approximately $805 for the nine months ended September 30, 2023 from approximately $753 for the nine months ended September 30, 2022. The average occupancy for the Core Portfolio was 94.9% for the nine months ended September 30, 2023 compared to 95.1% for the nine months ended September 30, 2022.



31

Management's Discussion and Analysis (continued)
RV and marina base rental income is comprised of the following:
 Core PortfolioTotal Portfolio
Nine Months Ended September 30,Nine Months Ended September 30,
(amounts in thousands)
20232022Variance%
Change
20232022Variance%
Change
Annual$206,440 $191,018 $15,422 8.1 %$216,163 $198,994 $17,169 8.6 %
Seasonal44,518 42,186 2,332 5.5 %45,908 45,576 332 0.7 %
Transient60,270 67,908 (7,638)(11.2)%64,209 72,414 (8,205)(11.3)%
RV and marina base rental income$311,228 $301,112 $10,116 3.4 %$326,280 $316,984 $9,296 2.9 %
RV and marina base rental income in our Core Portfolio for the nine months ended September 30, 2023 increased $10.1 million, or 3.4%, from the same period in 2022 primarily due to increases in Annual and Seasonal RV and marina base rental income, partially offset by a decrease in Transient RV base rental income. The increase in Annual RV and marina base rental income of $15.4 million, or 8.1% was primarily due to the South, Northeast and West regions. The increase in Seasonal RV and marina base rental income of $2.3 million, or 5.5% was driven by increases in the South and West regions during the first quarter where we had 15.0% and 9.1% increases, respectively. Since September 30, 2022, we have increased our Core RV and marina annual site count by approximately 40% resulting in a reduction in the number of transient sites available for use. We also experienced significant weather events during the nine months ended September 30, 2023 in California, the Pacific Northwest, and the East Coast, which impacted our Transient RV and marina base rental income.
Utility and other income in our Core Portfolio for the nine months ended September 30, 2023 increased $6.6 million, or 7.9%, from the same period in 2022. The increase was primarily due to an increase in utility income and other property income of $4.7 million and $2.1 million, respectively. The increase in utility income was primarily due to increases in trash, sewer and electric income. The utility recovery rate (utility income divided by utility expenses) for 2023 and 2022 was approximately 45% and 44%, respectively.

Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the nine months ended September 30, 2023 increased $26.0 million, or 6.5%, from the same period in 2022, driven by increases in property operating and maintenance expenses of $23.1 million. Core property operating and maintenance expenses were higher during the nine months ended September 30, 2023, compared to the same period in 2022 due to increases in utility expenses of $7.6 million, repair and maintenance expenses of $6.5 million, insurance of $5.9 million, and property payroll expenses of $2.9 million.













32

Management's Discussion and Analysis (continued)
Home Sales and Rental Operations
Home Sales and Other
The following table summarizes certain financial and statistical data for Home Sales and Other Operations:
Nine Months Ended September 30,
(amounts in thousands, except home sales volumes)
20232022Variance%
Change
Gross revenues from new home sales$69,036 $92,228 $(23,192)(25.1)%
Cost of new home sales61,542 82,726 (21,184)(25.6)%
Gross revenues from used home sales3,229 3,337 (108)(3.2)%
Cost of used home sales2,987 3,594 (607)(16.9)%
Gross revenue from brokered resales and ancillary services43,576 49,372 (5,796)(11.7)%
Cost of brokered resales and ancillary services21,351 25,574 (4,223)(16.5)%
Home selling and ancillary operating expenses21,258 21,146 112 0.5 %
Home sales volumes
New home sales (1)
687 957 (270)(28.2)%
Used home sales252 250 0.8 %
Brokered home resales495 674 (179)(26.6)%
_________________________
(1)Total new home sales volume for the nine months ended September 30, 2022 includes 72 home sales from our ECHO JV.
Gross revenues from new home sales decreased $23.2 million and Cost of new home sales decreased $21.2 million during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily due to a decrease in new home sales.
Rental Operations
The following table summarizes certain financial and statistical data for MH Rental Operations:
Nine Months Ended September 30,
(amounts in thousands, except rental unit volumes)
20232022Variance%
Change
Rental operations revenue (1)
$29,491 $32,635 $(3,144)(9.6)%
Rental home operating and maintenance expenses3,879 4,094 (215)(5.3)%
Depreciation on rental homes (2)
8,275 7,538 737 9.8 %
Gross investment in new manufactured home rental units (3)
$249,568 $221,840 $27,728 12.5 %
Gross investment in used manufactured home rental units$12,606 $15,226 $(2,620)(17.2)%
Net investment in new manufactured home rental units$207,303 $180,299 $27,004 15.0 %
Net investment in used manufactured home rental units$7,481 $8,657 $(1,176)(13.6)%
Number of occupied rentals – new, end of period (4)
2,086 2,594 (508)(19.6)%
Number of occupied rentals – used, end of period259 355 (96)(27.0)%
______________________
(1)Rental operations revenue consists of Site rental income and home rental income in our Core Portfolio. Approximately $18.4 million and $21.1 million of Site rental income for the nine months ended September 30, 2023 and 2022, respectively, are included in MH 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)Presented 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 as of September 30, 2022 was $19.0 million.
(4)Occupied rentals as of the end of the period in our Core Portfolio. Included in occupied rentals as of September 30, 2022 were 165 homes rented through our ECHO JV.


33

Management's Discussion and Analysis (continued)
Rental operations revenues were $3.1 million or 9.6% lower during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily due to a decrease in the number of occupied rentals.
Other Income and Expenses
The following table summarizes other income and expenses, net:
Nine Months Ended September 30,
(amounts in thousands, expenses shown as negative)
20232022Variance%
Change
Depreciation and amortization$(152,934)$(152,737)$(197)(0.1)%
Interest income6,623 5,346 1,277 23.9 %
Income from other investments, net6,897 6,920 (23)(0.3)%
General and administrative(38,163)(34,834)(3,329)(9.6)%
Other expenses(4,187)(6,880)2,693 39.1 %
Early debt retirement(68)(1,156)1,088 94.1 %
Interest and related amortization(99,144)(85,276)(13,868)(16.3)%
Total other income and expenses, net$(280,976)$(268,617)$(12,359)(4.6)%

Total other income and expenses, net increased $12.4 million during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily due to higher interest and related amortization expense as a result of an increase in interest rates and higher general and administrative expense primarily as a result of accelerated vesting of stock-based compensation expense.
Casualty-related charges/(recoveries), net
During the nine months ended September 30, 2023, we recorded $12.1 million of expenses for debris removal and cleanup costs and an offsetting insurance recovery revenue of $12.1 million related to Hurricane Ian.
Loss on sale of real estate and impairment, net
During the nine months ended September 30, 2023, we recorded an impairment charge of approximately $3.6 million primarily related to flooding events at certain California properties.

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 (the “LOC”) and proceeds from issuance of equity and debt securities.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. When investing capital, we consider all potential uses, including returning capital to our stockholders or the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, alternative opportunistic capital uses and capital requirements. 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. Accessing long-term low-cost secured debt continues to be our focus.
As of September 30, 2023, we had available liquidity in the form of approximately 413.6 million shares of authorized and unissued common stock, par value $0.01 per share, and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.


34

Management's Discussion and Analysis (continued)
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 Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging.
We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $500.0 million unsecured LOC and a $300.0 million senior unsecured term loan (the “$300 million Term Loan”). On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to Secured Overnight Financing Rate (“SOFR”) borrowings. See Part I. Item 1. Financial Statements—Note 8. Borrowing Arrangements for further details. As of September 30, 2023, the Company has no remaining LIBOR based borrowings.
In June 2023, we closed on a secured financing transaction generating gross proceeds of $89.0 million (the “June 2023 financing”). The loan represents an incremental borrowing from an existing secured facility, has a fixed interest rate of 5.04% per annum and matures in ten years.
In July and August 2023, we closed on three secured financing transactions generating gross proceeds of $375.0 million. The loans are secured by 20 MH and RV properties, have a weighted average fixed interest rate of 5.05% per annum and a weighted average maturity of approximately eight years.
During the quarter ended September 30, 2023, proceeds from the four secured financing transactions were used to repay $100.4 million of principal on three mortgage loans that were due to mature in 2023 and 2024 and the remaining outstanding balance on the LOC. The repaid mortgage loans had a weighted average fixed interest rate of 4.94% per annum and were secured by 14 MH and RV properties.
In connection with our $300 million Term Loan, we entered into a Swap Agreement (the “2021 Swap”) allowing us to trade the variable interest rate for a fixed interest rate. During the nine months ended September 30, 2023, in connection with the amendment to the Credit Agreement, we replaced the LIBOR benchmarked swap with a SOFR benchmarked swap. See Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging for further details.
We previously entered into a $200.0 million senior unsecured term loan agreement. In connection with our $200 million Term Loan, in April 2023, we entered into a Swap Agreement (the “2023 Swap”) allowing us to trade the variable interest rate for a fixed interest rate. See Part I. Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging for further details.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, net cash provided by operating activities and our LOC. As of September 30, 2023, our LOC had a borrowing capacity of $500.0 million.
We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements, using long-term collateralized and uncollateralized borrowings including the existing LOC and the issuance of debt securities.
The following table summarizes our cash flows activity:
Nine Months Ended September 30,
(amounts in thousands)20232022
Net cash provided by operating activities (1)
$418,658 $405,123 
Net cash used in investing activities (1)
(237,519)(316,186)
Net cash used in financing activities(143,806)(181,825)
Net increase (decrease) in cash and restricted cash$37,333 $(92,888)
______________________
(1)See Part I. Item 1. Financial Statements – Note 2. Summary of Significant Accounting Policies: (e) Prior Period Correction for additional information.
Operating Activities
Net cash provided by operating activities increased $13.5 million to $418.7 million for the nine months ended September 30, 2023 from $405.1 million for the nine months ended September 30, 2022. The increase in net cash provided by operating activities was primarily due to a net increase in proceeds from insurance claims and higher income from property operations, partially offset by an increase in Manufactured homes, net.
35

Management's Discussion and Analysis (continued)
The following table summarizes our purchase and sale activity of manufactured homes:
 Nine Months Ended September 30,
(amounts in thousands)
20232022
Purchase of manufactured homes$(90,477)$(82,698)
Sale of manufactured homes58,497 75,726 
Manufactured homes, net$(31,980)$(6,972)
Investing Activities
Net cash used in investing activities decreased $78.7 million to $237.5 million for the nine months ended September 30, 2023 from $316.2 million for the nine months ended September 30, 2022. The decrease was due to a decrease in spending on acquisitions of $109.9 million and a decrease in investments in unconsolidated joint ventures of $10.0 million, partially offset by an increase in capital improvement spending of $45.3 million.
Capital Improvements
The following table summarizes capital improvements:
Nine Months Ended September 30,
(amounts in thousands)20232022
Asset preservation (1)
$41,246 $32,302 
Improvements and renovations(2)
29,505 26,950 
Property upgrades and development (3)
132,310 97,800 
Site development (4)
22,596 16,683 
Total property improvements225,657 173,735 
Corporate5,515 12,181 
Total capital improvements$231,172 $185,916 
______________________
(1)Includes upkeep of property infrastructure including utilities and streets and replacement of community equipment and vehicles.
(2)Includes enhancements to amenities such as buildings, common areas, swimming pools and replacement of furniture and site amenities.
(3)Includes $28.3 million of restoration and improvement capital expenditures related to Hurricane Ian for the nine months ended September 30, 2023.
(4)Includes capital expenditures to improve the infrastructure required to set manufactured homes.

Financing Activities
Net cash used in financing activities decreased $38.0 million to $143.8 million for the nine months ended September 30, 2023 from $181.8 million for the nine months ended September 30, 2022. The decrease was primarily due to a decrease in net debt repayments of approximately $90.6 million compared to the same period in the prior year, partially offset by a decrease in proceeds from the sale of common stock under our prior at-the-market equity offering program of approximately $28.4 million.
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 Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations in our 2022 Form 10-K.
Off-Balance Sheet Arrangements
As of September 30, 2023, we have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Refer to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 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 quarter ended September 30, 2023.


36

Management's Discussion and Analysis (continued)
Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 attract and retain customers entering, renewing and upgrading membership subscriptions;
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;
home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, including an adequate supply of homes at reasonable costs, 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;
impact of the COVID-19 pandemic or other highly infectious or contagious diseases on our business operations, our residents, our customers, our employees and the economy generally;
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;
the effect of Hurricane Ian on our business including, but not limited to the following: (i) the timing and cost of recovery, (ii) the condition of properties and the impact on occupancy demand and related rent revenue and (iii) the timing and amount of insurance proceeds;
our ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of inflation and interest rates;
the effect from any breach of our, or any of our vendors’, data management systems;
the dilutive effects of issuing additional securities;
the outcome of pending or future lawsuits or actions brought by or 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.
37


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 2022 Form 10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2022.

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 September 30, 2023. 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 September 30, 2023. 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 September 30, 2023, 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.


38


Part II – Other Information

Item 1.Legal Proceedings
See Part I. Item 1. Financial Statements—Note 12. Commitments and Contingencies accompanying the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 1A.Risk Factors
A description of the risk factors associated with our business are discussed in Part1. Item 1A. Risk Factors in our 2022 Form 10-K. On April 1, 2023, we renewed our property and casualty insurance policies. We have updated our risk factors disclosed in Part1. Item 1A. Risk Factors in our 2022 Form 10-K with the risk factor described below.
Some Potential Losses Are Not Covered by Insurance
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employment Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate given the relative risk of loss, the cost of insurance and industry practice. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.

Our current property and casualty insurance policies with respect to our MH and RV Properties renewed on April 1, 2023. We have a $125 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes approximately $50 million of coverage per occurrence for named windstorms, which include, for example, hurricanes. The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $10 million, which is capped at $5 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies expire on November 1, 2023, and the property insurance program renewed on April 1, 2023. The marina property insurance program has a $25 million per occurrence limit, subject to self-insurance and a minimum deductible of $100,000 plus, for named windstorms, 5% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.

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
During the quarter ended September 30, 2023, none of the Company’s directors or officers adopted, terminated or modified any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).



39


Item 6.Exhibits
 
3.1(a)
31.1
31.2
32.1
32.2
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)
The following documents are incorporated by reference.
(a)Included as an exhibit to our Report on Form 8-K dated July 28, 2023
40


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: October 24, 2023
By:/s/ Marguerite Nader
Marguerite Nader
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 24, 2023
By:/s/ Paul Seavey
Paul Seavey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: October 24, 2023
By:/s/ Valerie Henry
Valerie Henry
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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