Equity Lifestyle Properties Inc 10-Q for FY2025 Q2
Equity Lifestyle Properties Inc (ELS)
10-Q
2025-07-29
For: 2025-06-30
View Original
Added on
April 12, 2026
About this 10-Q
Equity Lifestyle Properties Inc filed this 10-Q on July 29, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $376.87M
- down 0.8% from $380.02M a year earlier
- Net income
- $83.49M
- up 1.7% from net income of $82.13M a year earlier
- Diluted EPS
- $0.42
- unchanged from $0.42 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
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
_________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | ||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(312 ) 279-1400
Registrant’s telephone number, including area code
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
_________________________________________________________
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):
☒ | 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: 193,789,749 shares of Common Stock as of July 23, 2025.
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)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Investment in real estate: | |||||||||||
| Land | $ | $ | |||||||||
| Land improvements | |||||||||||
| Buildings and other depreciable property | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Net investment in real estate | |||||||||||
| Cash and restricted cash | |||||||||||
| Notes receivable, net | |||||||||||
| Investment in unconsolidated joint ventures | |||||||||||
| Deferred commission expense | |||||||||||
| Other assets, net | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Mortgage notes payable, net | $ | $ | |||||||||
| Term loans, net | |||||||||||
| Unsecured line of credit | |||||||||||
| Accounts payable and other liabilities | |||||||||||
| Deferred membership revenue | |||||||||||
| Accrued interest payable | |||||||||||
| Rents and other customer payments received in advance and security deposits | |||||||||||
| Distributions payable | |||||||||||
| Total Liabilities | |||||||||||
| Equity: | |||||||||||
| Stockholders’ Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Paid-in capital | |||||||||||
| Distributions in excess of accumulated earnings | ( | ( | |||||||||
| Accumulated other comprehensive income/(loss) | ( | ||||||||||
| Total Stockholders’ Equity | |||||||||||
| Non-controlling interests – Common OP Units | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
3
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
(unaudited)
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Annual membership subscriptions | |||||||||||||||||||||||
| Membership upgrade revenue | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Gross revenues from home sales, brokered resales and ancillary services | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Income from other investments, net | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating and maintenance | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Membership sales and marketing | |||||||||||||||||||||||
| Property management | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Cost of home sales, brokered resales and ancillary services | |||||||||||||||||||||||
| Home selling expenses and ancillary operating expenses | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Casualty-related charges/(recoveries), net | ( | ( | ( | ( | |||||||||||||||||||
| Other expenses | ( | ||||||||||||||||||||||
| Interest and related amortization | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income before other items | |||||||||||||||||||||||
| Loss on sale of real estate and impairment, net | ( | ( | |||||||||||||||||||||
| Equity in income/(loss) of unconsolidated joint ventures | ( | ||||||||||||||||||||||
| Consolidated net income | |||||||||||||||||||||||
| Income allocated to non-controlling interests – Common OP Units | ( | ( | ( | ( | |||||||||||||||||||
| Redeemable perpetual preferred stock dividends | ( | ( | ( | ( | |||||||||||||||||||
| Net income available for Common Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Consolidated net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss): | |||||||||||||||||||||||
| Adjustment for fair market value of swaps | ( | ( | ( | ||||||||||||||||||||
| Consolidated comprehensive income | |||||||||||||||||||||||
| Comprehensive income allocated to non-controlling interests – Common OP Units | ( | ( | ( | ( | |||||||||||||||||||
| Redeemable perpetual preferred stock dividends | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Common Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per Common Share – Basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per Common Share – Fully Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average Common Shares outstanding – Basic | |||||||||||||||||||||||
| Weighted average Common Shares outstanding – Fully Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
| Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income/(Loss) | Non-controlling Interests – Common OP Units | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Stock | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
5
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity (continued)
(amounts in thousands)
(unaudited)
| Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income/(Loss) | Non-controlling interests – Common OP Units | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
6
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Cash Flows From Operating Activities: | |||||||||||||||||
| Consolidated net income | $ | $ | |||||||||||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||||||||||
| Loss on sale of real estate and impairment, net | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of loan costs | |||||||||||||||||
| Equity in (income)/loss of unconsolidated joint ventures | ( | ( | |||||||||||||||
| Distributions of income from unconsolidated joint ventures | |||||||||||||||||
| Proceeds from insurance claims, net | ( | ( | |||||||||||||||
| Compensation expense related to incentive plans | |||||||||||||||||
| Revenue recognized from membership upgrade sales upfront payments | ( | ( | |||||||||||||||
| Commission expense related to memberships | |||||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||
| Manufactured homes, net | ( | ||||||||||||||||
| Notes receivable, net | ( | ||||||||||||||||
| Deferred commission expense | ( | ( | |||||||||||||||
| Other assets, net | ( | ( | |||||||||||||||
| Accounts payable and other liabilities | |||||||||||||||||
| Deferred membership revenue | |||||||||||||||||
| Rents and other customer payments received in advance and security deposits | |||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash Flows From Investing Activities: | |||||||||||||||||
| Real estate acquisitions, net | ( | ||||||||||||||||
| Investment in unconsolidated joint ventures | ( | ( | |||||||||||||||
| Distributions of capital from unconsolidated joint ventures | |||||||||||||||||
| Proceeds from insurance claims, net | |||||||||||||||||
| Issuance of notes receivable | ( | ||||||||||||||||
| Capital improvements | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
7
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(amounts in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from stock options and employee stock purchase plan | |||||||||||
| Distributions: | |||||||||||
| Common Stockholders | ( | ( | |||||||||
| Common OP Unitholders | ( | ( | |||||||||
| Preferred Stockholders | ( | ( | |||||||||
| Share based award tax withholding payments | ( | ( | |||||||||
| Principal payments and mortgage debt repayment | ( | ( | |||||||||
| Term loan proceeds | |||||||||||
| Line of credit repayment | ( | ( | |||||||||
| Line of credit proceeds | |||||||||||
| Debt issuance and defeasance costs | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and restricted cash | |||||||||||
| Cash and restricted cash, beginning of period | |||||||||||
| Cash and restricted cash, end of period | $ | $ | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental Information: | |||||||||||
| Cash paid for interest, net | $ | $ | |||||||||
| Cash paid for the purchase of manufactured homes | $ | $ | |||||||||
| Real estate acquisitions: | |||||||||||
| Investment in real estate | $ | $ | ( | ||||||||
| Real estate acquisitions, net | $ | $ | ( | ||||||||
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 95.5 % interest as of June 30, 2025. 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 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, 2024.
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 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 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 change in 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 upgrades 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. Upgraded memberships provide enhanced benefits for members in good standing, including longer stays, the ability to make earlier reservations, potential discounts on rental units, and potential access to additional properties. Beginning in the first quarter of 2025, membership upgrade product offerings include -to four-year term subscription products, that require a non-refundable upfront deposit. Prior to the introduction of subscription-based upgrade products, membership upgrades required non-refundable upfront payments, and members in good standing are entitled to enhanced benefits for as long as they choose to remain in the program.
Membership subscriptions, including subscription-based membership upgrades, are presented within Annual membership subscriptions on the Consolidated Statements of Income and Comprehensive Income. Payments for membership subscriptions are deferred and recognized on a straight-line basis over the 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. Non-refundable upfront payments are recognized on a straight-line basis over 24 years and are presented within Membership upgrade revenue on the Consolidated Statements of Income and Comprehensive Income. 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 June 30, 2025 and December 31, 2024, restricted cash consisted of $23.1 million and $19.0 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(c) Fair Value of Financial Instruments
We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of the notes receivable approximates the fair market value as the interest rates are generally comparable to current market rates. Notes receivable includes a term loan made to RVC, an equity method investment of the Company, in the amount of $56.1 million, which is secured by the underlying Properties within the joint venture. Refer to Note 6. Investment in Unconsolidated Joint Ventures.
The fair market value of mortgage notes payable, the term loans and interest rate derivatives are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 7. Borrowing Arrangements and Note 8. Derivative Instruments and Hedging.
We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions.
(d) Insurance Recoveries
10
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
During the quarters ended June 30, 2025 and 2024, we recognized business interruption recovery revenue of approximately $2.2 million and $1.9 million, respectively, related to Hurricane Ian. During the six months ended June 30, 2025 and 2024, we recognized business interruption recovery revenue of approximately $4.0 million and $3.8 million, respectively, related to Hurricane Ian.
(e) New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disaggregated disclosure of the nature of expenses included in the income statement into certain required expense categories. This update is effective for annual periods beginning after December 15, 2026, with early adoption being permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements.
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 other factors. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases:
| (amounts in thousands) | As of June 30, 2025 | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
11
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3 – Leases (continued)
Lessee
We lease land under non-cancelable operating leases at 14 Properties expiring on various dates between 2028 and 2056. 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 2033. For the quarters ended June 30, 2025 and 2024, total operating lease payments were $1.8 million and $1.7 million, respectively. For the six months ended June 30, 2025 and 2024, total operating lease payments were $3.5 million and $3.2 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 June 30, 2025:
| As of June 30, 2025 | ||||||||||||||||||||
| (amounts in thousands) | Ground Leases | Office and Other Leases | Total | |||||||||||||||||
| 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total undiscounted rental payments | ||||||||||||||||||||
| Less imputed interest | ( | ( | ( | |||||||||||||||||
| Total lease liabilities | $ | $ | $ | |||||||||||||||||
Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within and on the Consolidated Balance Sheets, were $22.1 million and $25.7 million, respectively, as of June 30, 2025. The weighted average remaining lease term for our operating leases was seven years and the weighted average incremental borrowing rate was 4.1 % as of June 30, 2025.
ROU assets and lease liabilities from our operating leases, included within and on the Consolidated Balance Sheets, were $23.9 million and $27.1 million, respectively, as of December 31, 2024. The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.1 % as of December 31, 2024.
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 six months ended June 30, 2025 and 2024:
| Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (amounts in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Numerators: | ||||||||||||||||||||||||||
| Net income available for Common Stockholders – Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Amounts allocated to non controlling interest (dilutive securities) | ||||||||||||||||||||||||||
| Net income available for Common Stockholders – Fully Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominators: | ||||||||||||||||||||||||||
| Weighted average Common Shares outstanding – Basic | ||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Shares | ||||||||||||||||||||||||||
| Stock options and restricted stock | ||||||||||||||||||||||||||
| Weighted average Common Shares outstanding and OP Units – Fully Diluted | ||||||||||||||||||||||||||
| Earnings per Common Share – Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per Common Share – Fully Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
12
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
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, 2024:
| Distribution Amount Per Share | For the Quarter Ended | Stockholder Record Date | Payment Date | |||||||||||||||||
| $ | March 31, 2024 | March 28, 2024 | April 12, 2024 | |||||||||||||||||
| $ | June 30, 2024 | June 28, 2024 | July 12, 2024 | |||||||||||||||||
| $ | September 30, 2024 | September 27, 2024 | October 11, 2024 | |||||||||||||||||
| $ | December 31, 2024 | December 27, 2024 | January 10, 2025 | |||||||||||||||||
| $ | March 31, 2025 | March 28, 2025 | April 11, 2025 | |||||||||||||||||
| $ | June 30, 2025 | June 27, 2025 | July 11, 2025 | |||||||||||||||||
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. There were 43,324 no
Equity Offering Program
13
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6 – Investment in Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands):
| Investment as of | ||||||||||||||||||||||||||||||||||||||||||||
| Investment | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||
RVC (a) | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Other (b) | ||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Income/(Loss) for the Quarters Ended | Income/(Loss) for the Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| Investment | Location | Number of Sites | Economic Interest (c) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||||||||||||||||||||
RVC (a) | Various | % | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
Other (b) | Various | |||||||||||||||||||||||||||||||||||||||||||
| $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
_____________________
(a)Includes three joint ventures which include eight operating RV communities and one RV property under development.
(b)Includes various other joint ventures.
(c)The percentages shown approximate our economic interest as of June 30, 2025. Our legal ownership interest may differ. We do not exercise control over these entities.
During the quarter ended June 30, 2025, we made a $56.1 million term loan to RVC, which is presented within Notes receivable, net on the Consolidated Balance Sheets. The joint venture used the proceeds to repay its senior secured loan at maturity on June 17, 2025. The term loan to RVC has an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 0.10 % plus 1.25 % to 1.65 %, matures on June 17, 2026 and has an option to extend the maturity date by one year subject to our approval.
We received approximately $1.1 million and $1.3 million in distributions from our unconsolidated joint ventures for the quarters ended June 30, 2025 and 2024, respectively. Approximately $0.5 million and $0.6 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended June 30, 2025 and 2024, respectively, and as such, were recorded as equity in income/(loss) of unconsolidated joint ventures.
We received approximately $8.5 million and $3.1 million in distributions from our unconsolidated joint ventures for the six months ended June 30, 2025 and 2024, respectively. Approximately $7.3 million and $1.1 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the six months ended June 30, 2025 and 2024, respectively, and as such, were recorded as equity in income/(loss) of unconsolidated joint ventures.
Note 7 – 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 June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||
(amounts in thousands) | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||
| Mortgage notes payable, excluding deferred financing costs | $ | $ | $ | $ | ||||||||||||||||||||||
The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of June 30, 2025, was approximately 4.0 % per annum. The debt bears interest at
14
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7 – Borrowing Arrangements (continued)
stated rates ranging from 2.4 % to 5.1 % per annum and matures on various dates ranging from 2028 to 2041. The debt encumbered a total of 112 and 120 of our Properties as of June 30, 2025 and December 31, 2024, respectively, and the gross carrying value of such Properties was approximately $3,213.3 million and $3,268.5 million as of June 30, 2025 and December 31, 2024, respectively.
During the quarter ended June 30, 2025, we repaid $86.9 million of principal on eight mortgage loans using our line of credit. These mortgage loans had a weighted average interest rate of 3.45 % per annum and were secured by four RV communities and four MH communities.
Unsecured Debt
During the quarter ended June 30, 2025, we entered into a $240.0 million unsecured term loan agreement (the “$240 million Term Loan”) and drew $150.0 million and $90.0 million in May 2025 and July 2025, respectively. The $240 million Term Loan bears interest at a rate of SOFR plus 1.20 % to 1.70 % depending on leverage levels and matures on May 15, 2030.
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 line of credit (“LOC”) and had access to a $300.0 million senior unsecured term loan (the “$300 million Term Loan”). We have the option to increase the borrowing capacity of the LOC by $200.0 million, subject to certain conditions. On March 1, 2023, we amended the Credit Agreement to transition the LIBOR rate borrowings to SOFR borrowings. The LOC bears interest at a rate of SOFR plus 0.10 % plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %. For both the LOC and the $300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms. On July 18, 2024, we entered into a Second Amendment to the Third Amended and Restated Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the LOC maturity date was extended to July 18, 2028, and this term can be extended for two additional six-month terms, subject to certain conditions. All other material terms, including interest rate terms, remain the same. On October 3, 2024, we repaid the $300 million Term Loan.
We previously entered into a $200.0 million senior unsecured term loan agreement (the “$200.0 million Term Loan”). The maturity date is January 21, 2027, with an interest rate of SOFR plus 0.10 % plus 1.20 % to 1.70 %, depending on leverage levels.
The LOC had a balance of $90.0 million and $77.0 million outstanding as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, our LOC had a remaining borrowing capacity of $409.9 million. In July 2025, we repaid $90.0 million on amounts outstanding on our LOC.
The carrying values of our term loans and LOC on the Consolidated Balance Sheets approximate fair value.
As of June 30, 2025, we were in compliance in all material respects with the covenants in all our borrowing arrangements.
Note 8 – 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 million Term Loan for a fixed interest rate. In March 2023, we amended the 2021 Swap agreement to reflect the change in the $300 million Term Loan interest rate benchmark from LIBOR to SOFR (see Note 7. Borrowing Arrangements). The 2021 Swap resulted in a fixed interest rate of 0.41 % per annum on the $300 million Term Loan, and expired on March 25, 2024.
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
15
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 – Derivative Instruments and Hedging (continued)
resulted in a weighted average fixed interest rate of 4.88 % per annum on the $200.0 million Term Loan and expires on January 21, 2027.
In April 2024, we entered into three Swap Agreements (the “2024 Swaps”) with an aggregate notional value of $300.0 million allowing us to trade the variable interest rate associated with our $300 million Term Loan for a fixed interest rate with maturity on April 17, 2026. In connection with the repayment of the $300 million Term Loan on October 3, 2024 (Note 7. Borrowing Arrangements), we terminated the interest rate swap agreements with an aggregate loss of $4.4 million. The Company determined that it was probable the hedge forecasted transactions would not occur during the original periods, and therefore, the $4.4 million of losses in Accumulated Other Comprehensive Income was reclassified to Early debt retirement in the Consolidated Statements of Income and Comprehensive Income in our 2024 Form 10-K.
In May 2025, we entered into six swap agreements (the “2025 Swaps”) with an aggregate notional value of $240.0 million allowing us to trade the variable interest rate associated with the $240 million Term Loan for a fixed interest rate. The 2025 Swaps resulted in a weighted average fixed interest rate of 4.74 % per annum on the $240 million Term Loan and expire on May 15, 2030.
Our derivative financial instruments are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instruments:
| As of June 30, | As of December 31, | |||||||||||||||||||
| (amounts in thousands) | Balance Sheet Location | 2025 | 2024 | |||||||||||||||||
| Interest Rate Swaps | Other assets, net | $ | $ | |||||||||||||||||
| Interest Rate Swaps | Accounts payable and other liabilities | $ | $ | |||||||||||||||||
| The following table presents the amount of (gain)/loss recognized in Other comprehensive income/(loss) on derivatives on the Consolidated Statements of Income and Comprehensive Income (in thousands): | |||||||||||||||||||||||||||||
| For the quarters ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationship | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Interest Rate Swaps | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| The following table presents the amount of (gain)/loss reclassified from Accumulated other comprehensive income/(loss) into income on the Consolidated Statements of Income and Comprehensive Income (in thousands): | |||||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationship | Location of (gain)/ loss reclassified from Accumulated OCI into income | For the quarters ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||
| Interest Rate Swaps | Interest Expense | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||
| $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||
During the next twelve months, we estimate that $1.1 million will be reclassified from Accumulated other comprehensive income/(loss) as a decrease to interest expense related to the 2023 Swap and 2025 Swaps. This estimate may be subject to change as the underlying SOFR changes. As of June 30, 2025, we had not posted any collateral related to the 2023 Swap or 2025 Swaps.
16
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 – Derivative Instruments and Hedging (continued)
The components of the change in deferred revenue from membership upgrades and deferred commission expense were as follows:
(amounts in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | ||||||||||||
| Deferred revenue, beginning | $ | $ | ||||||||||||
| Deferred membership upgrade revenue | ||||||||||||||
| Revenue recognized from membership upgrades | ( | ( | ||||||||||||
| Net increase (decrease) in deferred revenue | ( | |||||||||||||
Deferred revenue, ending (a) | $ | $ | ||||||||||||
| Deferred commission expense, beginning | $ | $ | ||||||||||||
| Deferred commission expense | ||||||||||||||
| Commission expense recognized | ( | ( | ||||||||||||
| Net increase in deferred commission expense | ||||||||||||||
| Deferred commission expense, ending | $ | $ | ||||||||||||
_____________________
(a)Included in Deferred membership revenue on the Consolidated Balance Sheets.
Note 10 – Equity Incentive Awards
Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.
During the quarter ended June 30, 2025, we awarded to certain members of our Board of Directors 18,227 shares of restricted stock at a fair value of approximately $1.2 million and options to purchase 15,680 shares of common stock with an exercise price of $63.79 . These are time-based awards subject to various vesting dates between October 29, 2025 and April 29, 2028.
During the quarter ended March 31, 2025, 99,765 shares of restricted stock were awarded to certain members of our management team pursuant to the authority set forth in the 2024 Plan. Of these shares, 50 % are time-based awards, with 47,503 shares vesting in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, and with 2,378 3.2 million. The remaining 50 % are performance-based awards with 47,506 shares vesting in equal installments on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, and 2,378 17,418 shares of restricted stock subject to 2025 performance goals have a grant date fair value of $1.1 million.
17
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Equity Incentive Awards (continued)
During the quarter ended June 30, 2024, we awarded to certain members of our Board of Directors 16,626 shares of restricted stock at a fair value of approximately $1.0 million and options to purchase 29,855 shares of common stock with an exercise price of $60.29 . These are time-based awards subject to various vesting dates between November 1, 2024 and April 30, 2027.
During the quarter ended March 31, 2024, 90,378 shares of restricted stock were awarded to certain members of our management team under the 2014 Equity Incentive Plan. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on February 4, 2025, February 3, 2026 and February 7, 2027, respectively, and have a grant date fair value of $3.0 million. The remaining 50 % are performance-based awards vesting in equal installments on February 4, 2025, February 3, 2026 and February 7, 2027, 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 15,062 shares of restricted stock subject to 2024 performance goals have a grant date fair value of $1.0 million.
Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $1.8 3.6 million and $3.5 million for the six months ended June 30, 2025 and 2024, respectively.
Note 11 – Commitments and Contingencies
We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, 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 December 4, 2023, certain private party plaintiffs filed several putative class actions in the U.S. District Court for the Northern District of Illinois, Eastern Division, 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. On December 15, 2023, the plaintiffs filed an amended consolidated complaint captioned, In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-6715. Plaintiffs seek both injunctive relief and monetary damages, including attorneys’ fees. The defendants filed a motion to dismiss on January 29, 2024.
We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter. As of June 30, 2025, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
Note 12 – 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. Each segment is primarily evaluated based on Net Operating Income (“NOI”), which is defined as total operating revenues less total operating expenses. 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 or six months ended June 30, 2025 or 2024.
18
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)
The following tables summarize our segment financial information for the quarters and six months ended June 30, 2025 and 2024:
Quarter Ended June 30, 2025
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | $ | $ | ||||||||||||||
| Operations expenses | ( | ( | ( | ||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Loss on sale of real estate and impairment, net | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Income from other investments, net | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Casualty-related charges/(recoveries), net | |||||||||||||||||
| Other expenses | |||||||||||||||||
| Interest and related amortization | ( | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | ( | ||||||||||||||||
| Consolidated net income | $ | ||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital improvements | $ | $ | $ | ||||||||||||||
Quarter Ended June 30, 2024
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | $ | $ | ||||||||||||||
| Operations expenses | ( | ( | ( | ||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
Interest income (1) | |||||||||||||||||
| Income from other investments, net | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Casualty-related charges/(recoveries), net | |||||||||||||||||
| Other expenses | ( | ||||||||||||||||
| Interest and related amortization | ( | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | |||||||||||||||||
| Consolidated net income | $ | ||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital improvements | $ | $ | $ | ||||||||||||||
_____________________
(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 12 – Reportable Segments (continued)
Six Months Ended June 30, 2025
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | $ | $ | ||||||||||||||
| Operations expenses | ( | ( | ( | ||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Loss on sale of real estate and impairment, net | ( | ||||||||||||||||
| Interest income | |||||||||||||||||
| Income from other investments, net | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Casualty-related charges/(recoveries), net | |||||||||||||||||
| Other expenses | ( | ||||||||||||||||
| Interest and related amortization | ( | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | |||||||||||||||||
| Consolidated net income | $ | ||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital improvements | $ | $ | $ | ||||||||||||||
Six Months Ended June 30, 2024
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | $ | $ | ||||||||||||||
| Operations expenses | ( | ( | ( | ||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
Interest income (1) | |||||||||||||||||
| Income from other investments, net | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Casualty-related charges/(recoveries), net | |||||||||||||||||
Other expenses (1) | ( | ||||||||||||||||
| Interest and related amortization | ( | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | |||||||||||||||||
| Consolidated net income | $ | ||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Capital improvements | $ | $ | $ | ||||||||||||||
_____________________
(1)Prior period amounts have been reclassified to conform to the current period presentation.
20
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)
The following table summarizes our financial information for the Property Operations segment for the quarters and six months ended June 30, 2025 and 2024:
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Annual membership subscriptions | |||||||||||||||||||||||
| Membership upgrade revenue | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Gross revenues from ancillary services | |||||||||||||||||||||||
| Total property operations revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Utility expense | |||||||||||||||||||||||
| Payroll | |||||||||||||||||||||||
| Repairs & maintenance | |||||||||||||||||||||||
| Insurance and other | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Membership sales and marketing | |||||||||||||||||||||||
| Cost of ancillary services | |||||||||||||||||||||||
| Ancillary operating expenses | |||||||||||||||||||||||
| Property management | |||||||||||||||||||||||
| Total property operations expenses | |||||||||||||||||||||||
| NOI | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2025 and 2024:
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Rental income (1) | $ | $ | $ | $ | |||||||||||||||||||
| Gross revenue from home sales and brokered resales | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Rental home operating and maintenance | |||||||||||||||||||||||
| Cost of home sales and brokered resales | |||||||||||||||||||||||
| Home selling expenses | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| NOI | $ | $ | $ | $ | |||||||||||||||||||
______________________
(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.
21
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, 2024 (“2024 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 2024 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 June 30, 2025, we owned or had an ownership interest in a portfolio of 455 Properties located throughout the United States and Canada containing 173,340 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia.
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. 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 of unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.
22
Management’s Discussion and Analysis (continued)
The following table shows the breakdown of our Sites by type (amounts are approximate):
Total Sites as of June 30, 2025 | ||||||||
| MH Sites | 73,200 | |||||||
| RV Sites: | ||||||||
| Annual | 34,000 | |||||||
| Seasonal | 11,200 | |||||||
| Transient | 18,100 | |||||||
| Marina Slips | 6,900 | |||||||
Membership (1) | 26,000 | |||||||
Joint Ventures (2) | 3,900 | |||||||
| Total | 173,300 | |||||||
_________________________
(1)Primarily utilized to service approximately 112,500 members. Includes approximately 5,800 Sites rented on an annual basis.
(2)Includes approximately 2,100 annual Sites and 1,800 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 property management, and (v) Core Portfolio income from property operations, excluding 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
| (amounts in thousands) | Quarters Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change (1) | ||||||||||||||||||||
| Net Income per fully diluted Common Share | $ | 0.42 | $ | 0.42 | $ | — | (0.7) | % | |||||||||||||||
| FFO per fully diluted Common Share and OP Unit | $ | 0.69 | $ | 0.69 | $ | — | 0.3 | % | |||||||||||||||
| Normalized FFO per fully diluted Common Share and OP Unit | $ | 0.69 | $ | 0.66 | $ | 0.03 | 4.7 | % | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change (1) | ||||||||||||||||||||
| Net Income per fully diluted Common Share | $ | 0.99 | $ | 1.01 | $ | (0.02) | (2.0) | % | |||||||||||||||
| FFO per fully diluted Common Share and OP Unit | $ | 1.52 | $ | 1.55 | $ | (0.03) | (1.4) | % | |||||||||||||||
| Normalized FFO per fully diluted Common Share and OP Unit | $ | 1.52 | $ | 1.44 | $ | 0.08 | 5.7 | % | |||||||||||||||
_____________________
1.Calculations prepared using actual results without rounding.
Core property operating revenues increased 3.5% and Core income from property operations, excluding property management increased 6.4% for the quarter ended June 30, 2025, compared to the quarter ended June 30, 2024.
23
Management’s Discussion and Analysis (continued)
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 94.3% for the quarter ended June 30, 2025 and 94.9% for each of the quarters ended December 31, 2024 and June 30, 2024. During the quarter ended June 30, 2025, our Core Portfolio occupancy decreased by 40 sites, which included a decrease in homeowner occupancy of 127 sites and an increase in rental occupancy of 87 sites compared to March 31, 2025. While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes represents an attractive source of occupancy and an opportunity to potentially convert the renter to a new homebuyer in the future. 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 June 30, 2025, we had 2,005 occupied rental homes in our Core MH communities.
RV and marina base rental income in our Core Portfolio increased 0.7% for the quarter ended June 30, 2025, compared to the same period in 2024, driven primarily by an increase in Annual RV rental income. Core RV and marina base rental income from annuals represents 76.1% of total Core RV and marina base rental income and increased 3.7% for the quarter ended June 30, 2025, compared to the quarter ended June 30, 2024, due to a 6.2% increase in rate, offset by a decline of 2.5% in occupancy. Core seasonal and transient RV and marina base rental income decreased 6.5% and 8.2%, respectively, for the quarter ended June 30, 2025, compared to the quarter ended June 30, 2024 due to returning supply following a period of weather-related disruption and a moderation in demand due in part to cooler weather and elevated levels of precipitation in the Northern and South Central United States that led to fewer transient stays.
We closed 117 new home sales during the quarter ended June 30, 2025 compared to 255 new home sales during the quarter ended June 30, 2024, a decrease of 54.1%. The decrease in new home sales during the quarter ended June 30, 2025 was driven by a moderation in demand, primarily in the Florida market, resulting in fewer homes being sold, and a change in overall sales mix, resulting in a higher volume of lower priced homes being sold, this quarter as compared to the quarter ended June 30, 2024.
Our gross investment in real estate increased $112.8 million to $8,028.5 million as of June 30, 2025 from $7,915.7 million as of December 31, 2024, primarily due to capital improvements during the six months ended June 30, 2025.
The following chart lists the Properties acquired from January 1, 2024 through June 30, 2025 and Sites added through expansion opportunities at our existing Properties:
| Location | Type of Property | Transaction Date | Sites | |||||||||||||||||||||||
Total Sites as of January 1, 2024 (1) | 172,500 | |||||||||||||||||||||||||
| Expansion Site Development: | ||||||||||||||||||||||||||
| Sites added (reconfigured) in 2024 | 736 | |||||||||||||||||||||||||
| Sites added (reconfigured) in 2025 | 139 | |||||||||||||||||||||||||
Total Sites as of June 30, 2025 (1) | 173,400 | |||||||||||||||||||||||||
______________________
(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 that may not always be indicative of recurring annual cash flow of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include Income from property operations and Core Portfolio, FFO 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.
24
Management’s Discussion and Analysis (continued)
Income from Property Operations and Core Portfolio
We use income from property operations, income from property operations, excluding property management, and Core Portfolio income from property operations, excluding property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade revenue, 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 property management, represents income from property operations excluding property management expenses. 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.
Our Core Portfolio consists of our Properties owned and operated during all of 2024 and 2025. Core Portfolio income from property operations, excluding 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 2024 and 2025, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events.
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 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, transaction/pursuit costs and other, 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 six months ended June 30, 2025 and 2024:
| Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(amounts in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Computation of Income from Property Operations: | ||||||||||||||||||||||||||
| Net income available for Common Stockholders | $ | 79,708 | $ | 78,297 | $ | 188,900 | $ | 188,202 | ||||||||||||||||||
| Redeemable perpetual preferred stock dividends | 8 | 8 | 8 | 8 | ||||||||||||||||||||||
| Income allocated to non-controlling interests – Common OP Units | 3,777 | 3,822 | 8,978 | 9,188 | ||||||||||||||||||||||
| Consolidated net income | 83,493 | 82,127 | 197,886 | 197,398 | ||||||||||||||||||||||
| Equity in income/(loss) of unconsolidated joint ventures | 47 | (579) | (4,854) | (862) | ||||||||||||||||||||||
| (Gain)/Loss on sale of real estate and impairment, net | 683 | — | 683 | — | ||||||||||||||||||||||
| Gross revenues from home sales, brokered resales and ancillary services | (22,798) | (37,565) | (43,721) | (67,618) | ||||||||||||||||||||||
| Interest income | (2,202) | (2,420) | (4,440) | (4,588) | ||||||||||||||||||||||
| Income from other investments, net | (2,084) | (2,630) | (4,102) | (4,668) | ||||||||||||||||||||||
| Property management | 20,723 | 19,436 | 41,153 | 39,146 | ||||||||||||||||||||||
| Depreciation and amortization | 52,649 | 51,344 | 103,591 | 102,452 | ||||||||||||||||||||||
| Cost of home sales, brokered resales and ancillary services | 16,476 | 27,650 | 30,168 | 49,617 | ||||||||||||||||||||||
| Home selling expenses and ancillary operating expenses | 6,988 | 7,472 | 13,156 | 13,619 | ||||||||||||||||||||||
| General and administrative | 10,455 | 8,985 | 19,694 | 20,974 | ||||||||||||||||||||||
Casualty-related charges/(recoveries), net (2) | (541) | (6,170) | (324) | (21,013) | ||||||||||||||||||||||
Other expenses (1) | (59) | 1,387 | 1,819 | 2,479 | ||||||||||||||||||||||
| Interest and related amortization | 32,200 | 36,037 | 63,336 | 69,580 | ||||||||||||||||||||||
| Income from property operations, excluding property management | 196,030 | 185,074 | 414,045 | 396,516 | ||||||||||||||||||||||
| Property management | (20,723) | (19,436) | (41,153) | (39,146) | ||||||||||||||||||||||
| Income from property operations | $ | 175,307 | $ | 165,638 | $ | 372,892 | $ | 357,370 | ||||||||||||||||||
_____________________
(1)Prior period amounts have been reclassified to conform to the current period presentation.
(2)Casualty-related charges/(recoveries), net for the quarter ended June 30, 2025 includes debris removal and cleanup costs related to hurricane events of $0.3 million and insurance recovery revenue of $0.8 million, including $0.6 million for reimbursement of capital expenditures. Casualty-related charges/(recoveries), net for the six months ended June 30, 2025 includes debris removal and cleanup costs related to hurricane events of $1.1 million and insurance recovery revenue of $1.5 million, including $0.6 million for reimbursement of capital expenditures.
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 six months ended June 30, 2025 and 2024:
| Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(amounts in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Computation of FFO and Normalized FFO: | ||||||||||||||||||||||||||
| Net income available for Common Stockholders | $ | 79,708 | $ | 78,297 | $ | 188,900 | $ | 188,202 | ||||||||||||||||||
| Income allocated to non-controlling interests – Common OP Units | 3,777 | 3,822 | 8,978 | 9,188 | ||||||||||||||||||||||
| Depreciation and amortization | 52,649 | 51,344 | 103,591 | 102,452 | ||||||||||||||||||||||
| Depreciation on unconsolidated joint ventures | 1,466 | 1,200 | 2,797 | 2,251 | ||||||||||||||||||||||
| (Gain)/Loss on sale of real estate and impairment, net | 683 | — | 683 | — | ||||||||||||||||||||||
| FFO available for Common Stock and OP Unit holders | 138,283 | 134,663 | 304,949 | 302,093 | ||||||||||||||||||||||
| Deferred income tax benefit | — | — | — | (239) | ||||||||||||||||||||||
| Transaction/pursuit costs and other | — | — | — | 383 | ||||||||||||||||||||||
Insurance proceeds due to catastrophic weather event (1) | (593) | (6,170) | (593) | (21,013) | ||||||||||||||||||||||
| Normalized FFO available for Common Stock and OP Unit holders | $ | 137,690 | $ | 128,493 | $ | 304,356 | $ | 281,224 | ||||||||||||||||||
| Weighted average Common Shares outstanding – Fully Diluted | 200,095 | 195,465 | 200,084 | 195,505 | ||||||||||||||||||||||
_____________________
(1)Represents insurance recovery revenue for reimbursement of capital expenditures related to Hurricane Ian.
26
Management’s Discussion and Analysis (continued)
Results of Operations
This section discusses the comparison of our results of operations for the quarters and six months ended June 30, 2025 and 2024 and our operating activities, investing activities and financing activities for the six months ended June 30, 2025 and 2024. Our Core Portfolio consists of our Properties owned and operated during all of 2024 and 2025. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2024 and 2025, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events. For the comparison of our results of operations for the quarters and six months ended June 30, 2024 and June 30, 2023 and discussion of our operating activities, investing activities and financing activities for the six months ended June 30, 2024 and June 30, 2023, 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 June 30, 2024, filed with the SEC on July 30, 2024.
Comparison of the Quarter Ended June 30, 2025 to the Quarter Ended June 30, 2024
Income from Property Operations
The following table summarizes certain financial and statistical data for our Core Portfolio and total portfolio:
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||
| Quarters Ended June 30, | Quarters Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | Variance | % Change | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||||||||||||||||||||||
MH base rental income (1) | $ | 186,196 | $ | 176,529 | $ | 9,667 | 5.5 | % | $ | 186,382 | $ | 176,702 | $ | 9,680 | 5.5 | % | ||||||||||||||||||||||||||||||||||
Rental home income (1) | 3,529 | 3,375 | 154 | 4.6 | % | 3,540 | 3,387 | 153 | 4.5 | % | ||||||||||||||||||||||||||||||||||||||||
RV and marina base rental income (1) | 101,586 | 100,839 | 747 | 0.7 | % | 106,123 | 103,363 | 2,760 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 16,712 | 16,335 | 377 | 2.3 | % | 16,902 | 16,369 | 533 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||||
Membership upgrade revenue (2)(3) | 3,120 | 4,039 | (919) | (22.8) | % | 3,120 | 4,050 | (930) | (23.0) | % | ||||||||||||||||||||||||||||||||||||||||
Utility and other income (1) | 32,900 | 31,368 | 1,532 | 4.9 | % | 35,328 | 34,680 | 648 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating revenues | 344,043 | 332,485 | 11,558 | 3.5 | % | 351,395 | 338,551 | 12,844 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Utilities expense | 38,164 | 38,013 | 151 | 0.4 | % | 39,182 | 38,596 | 586 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Payroll | 30,926 | 30,946 | (20) | (0.1) | % | 31,815 | 31,540 | 275 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Repairs & maintenance | 28,592 | 26,641 | 1,951 | 7.3 | % | 29,495 | 27,179 | 2,316 | 8.5 | % | ||||||||||||||||||||||||||||||||||||||||
Insurance and other (1)(4) | 26,340 | 27,576 | (1,236) | (4.5) | % | 27,663 | 28,374 | (711) | (2.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 21,182 | 19,730 | 1,452 | 7.4 | % | 21,845 | 20,099 | 1,746 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Rental home operating and maintenance | 1,300 | 1,557 | (257) | (16.5) | % | 1,303 | 1,563 | (260) | (16.6) | % | ||||||||||||||||||||||||||||||||||||||||
Membership sales and marketing (5) | 4,042 | 6,108 | (2,066) | (33.8) | % | 4,062 | 6,126 | (2,064) | (33.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, excluding property management | 150,546 | 150,571 | (25) | — | % | 155,365 | 153,477 | 1,888 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||||
Income from property operations, excluding property management (6) | 193,497 | 181,914 | 11,583 | 6.4 | % | 196,030 | 185,074 | 10,956 | 5.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Property management | 20,723 | 19,437 | 1,286 | 6.6 | % | 20,723 | 19,436 | 1,287 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||
Income from property operations(6) | $ | 172,774 | $ | 162,477 | $ | 10,297 | 6.3 | % | $ | 175,307 | $ | 165,638 | $ | 9,669 | 5.8 | % | ||||||||||||||||||||||||||||||||||
_____________________
(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)Beginning in the first quarter of 2025, membership upgrade product offerings include two- to four-year term subscription products, which are recognized in Annual membership subscriptions. Prices for two-year products range between $4,000 to $8,000 and between approximately $7,000 to $14,000 for the four-year product, which results in approximately $2,500 to $3,000 of earned revenue on an annual basis.
(3)Membership upgrade revenue is net of deferrals of $3.1 million and $4.7 million for the quarters ended June 30, 2025 and 2024, respectively.
(4)Includes bad debt expense for all periods presented.
(5)Membership sales and marketing expense is net of sales commission deferrals of $0.9 million for the quarters ended June 30, 2025 and 2024.
(6)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 June 30, 2025 increased $9.7 million, or 5.8%, from the quarter ended June 30, 2024 driven by an increase of $10.3 million, or 6.3%, from our Core Portfolio, offset by a decrease of $0.6 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, primarily in MH base rental income and Utility and other income. Property operating expenses for the quarter ended June 30, 2025 were comparable to the same period in 2024.
27
Management’s Discussion and Analysis (continued)
Property Operating Revenues
MH base rental income in our Core Portfolio for the quarter ended June 30, 2025 increased $9.7 million, or 5.5%, from the quarter ended June 30, 2024, which reflects 5.8% growth from rate increases offset by a decrease of 0.3% in occupancy. The average monthly base rental income per Site in our Core Portfolio increased to approximately $904 for the quarter ended June 30, 2025 from approximately $854 for the quarter ended June 30, 2024. The average occupancy for our Core Portfolio was 94.3% and 94.9% for the quarters ended June 30, 2025 and 2024, respectively.
RV and marina base rental income is comprised of the following:
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||
| Quarters Ended June 30, | Quarters Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | Variance | % Change | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Annual | $ | 77,339 | $ | 74,574 | $ | 2,765 | 3.7 | % | $ | 79,823 | $ | 76,573 | $ | 3,250 | 4.2 | % | ||||||||||||||||||||||||||||||||||
| Seasonal | 7,216 | 7,720 | (504) | (6.5) | % | 7,705 | 7,965 | (260) | (3.3) | % | ||||||||||||||||||||||||||||||||||||||||
| Transient | 17,031 | 18,545 | (1,514) | (8.2) | % | 18,595 | 18,825 | (230) | (1.2) | % | ||||||||||||||||||||||||||||||||||||||||
| RV and marina base rental income | $ | 101,586 | $ | 100,839 | $ | 747 | 0.7 | % | $ | 106,123 | $ | 103,363 | $ | 2,760 | 2.7 | % | ||||||||||||||||||||||||||||||||||
RV and marina base rental income in our Core Portfolio for the quarter ended June 30, 2025 increased $0.7 million, or 0.7%, from the quarter ended June 30, 2024 driven by an increase in Annual RV and marina base rental income. The increase in Annual RV and marina base rental income of 3.7% was partially offset by decreases in Seasonal and Transient RV and marina base rental income of 6.5% and 8.2%, respectively, for the quarter ended June 30, 2025 compared to the quarter ended June 30, 2024. The decreases in Seasonal and Transient RV and marina base rental income were primarily due to returning supply following a period of weather-related disruption and a moderation in demand due in part to cooler weather and elevated levels of precipitation in the Northern and South Central United States that led to fewer transient stays.
Utility and other income in our Core Portfolio for the quarter ended June 30, 2025 increased $1.5 million, or 4.9%, from the quarter ended June 30, 2024. The increase was primarily due to a $1.0 million and $0.4 million increase in utility income and pass-through income, respectively. The utility recovery rate (utility income divided by utility expenses) for the quarters ended June 30, 2025 and 2024 was approximately 49% and 46%, respectively.
Property Operating Expenses
Property operating expenses, excluding property management, in our Core Portfolio for the quarter ended June 30, 2025 were in line with the quarter ended June 30, 2024, driven by increases in Repairs and maintenance expenses of $2.0 million, Real estate taxes of $1.5 million, and Utilities expense of $0.2 million, partially offset by a decrease in Membership sales and marketing of $2.1 million, Insurance and other of $1.2 million, and Rental home operating and maintenance of $0.3 million. The increase in Repairs and maintenance expenses is primarily due to higher lawn and common area maintenance expense, contract repairs and extraordinary repairs and maintenance expenses. The increase in Real estate taxes was primarily driven by higher real estate taxes in Florida. The increase in Utilities expense is due to increases in trash, water and electric expense. The decrease in Membership sales and marketing expense was driven by a decrease in allowances for credit losses related to financed membership products that are no longer being offered beginning in the first quarter of 2025. The decrease in Insurance and other expenses was primarily driven by a decrease in administrative, insurance and rental home expense.
28
Management’s Discussion and Analysis (continued)
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales and Other Operations:
| Quarters Ended June 30, | ||||||||||||||||||||||||||
| (amounts in thousands, except home sales volumes) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
| Gross revenues from new home sales | $ | 9,444 | $ | 22,706 | $ | (13,262) | (58.4) | % | ||||||||||||||||||
| Cost of new home sales | 8,908 | 19,647 | (10,739) | (54.7) | % | |||||||||||||||||||||
| Gross revenues from used home sales | 761 | 1,240 | (479) | (38.6) | % | |||||||||||||||||||||
| Cost of used home sales | 1,232 | 769 | 463 | 60.2 | % | |||||||||||||||||||||
| Gross revenue from brokered resales and ancillary services | 12,593 | 13,619 | (1,026) | (7.5) | % | |||||||||||||||||||||
| Cost of brokered resales and ancillary services | 6,336 | 7,234 | (898) | (12.4) | % | |||||||||||||||||||||
| Home selling and ancillary operating expenses | 6,988 | 7,472 | (484) | (6.5) | % | |||||||||||||||||||||
| Home sales volumes | ||||||||||||||||||||||||||
| New home sales | 117 | 255 | (138) | (54.1) | % | |||||||||||||||||||||
| Used home sales | 85 | 59 | 26 | 44.1 | % | |||||||||||||||||||||
| Brokered home resales | 126 | 152 | (26) | (17.1) | % | |||||||||||||||||||||
Gross revenues from new home sales decreased $13.3 million and Cost of new home sales decreased $10.7 million during the quarter ended June 30, 2025 compared to the quarter ended June 30, 2024 as a result of a moderation in demand, primarily in the Florida market, resulting in fewer homes being sold, and a change in overall sales mix, resulting in a higher volume of lower priced homes being sold, during the quarter ended June 30, 2025 as compared to the quarter ended June 30, 2024.
Rental Operations
The following table summarizes certain financial and statistical data for our MH Rental Operations:
| Quarters Ended June 30, | ||||||||||||||||||||||||||
(amounts in thousands, except rental unit volumes) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
Rental operations revenue (1) | $ | 8,749 | $ | 8,597 | $ | 152 | 1.8 | % | ||||||||||||||||||
| Rental home operating and maintenance expenses | 1,300 | 1,557 | (257) | (16.5) | % | |||||||||||||||||||||
Depreciation on rental homes (2) | 2,878 | 2,492 | 386 | 15.5 | % | |||||||||||||||||||||
| Gross investment in new manufactured home rental units | $ | 227,739 | $ | 227,569 | $ | 170 | 0.1 | % | ||||||||||||||||||
| Gross investment in used manufactured home rental units | $ | 10,010 | $ | 11,521 | $ | (1,511) | (13.1) | % | ||||||||||||||||||
| Net investment in new manufactured home rental units | $ | 188,686 | $ | 187,382 | $ | 1,304 | 0.7 | % | ||||||||||||||||||
| Net investment in used manufactured home rental units | $ | 6,513 | $ | 7,124 | $ | (611) | (8.6) | % | ||||||||||||||||||
| Number of occupied rentals – new, end of period | 1,816 | 1,790 | 26 | 1.5 | % | |||||||||||||||||||||
| Number of occupied rentals – used, end of period | 189 | 226 | (37) | (16.4) | % | |||||||||||||||||||||
______________________
(1)Consists of Site rental income and home rental income. Approximately $5.2 million for the quarters ended June 30, 2025 and 2024 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.
Rental operations revenues were $0.2 million, or 1.8%, higher during the quarter ended June 30, 2025 compared to the quarter ended June 30, 2024 primarily due to increases in rate.
29
Management’s Discussion and Analysis (continued)
Other Income and Expenses
The following table summarizes Other income and expenses, net:
| Quarters Ended June 30, | ||||||||||||||||||||||||||
(amounts in thousands, expenses shown as negative) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
| Depreciation and amortization | $ | (52,649) | $ | (51,344) | $ | (1,305) | (2.5) | % | ||||||||||||||||||
| Interest income | 2,202 | 2,420 | (218) | (9.0) | % | |||||||||||||||||||||
| Income from other investments, net | 2,084 | 2,630 | (546) | (20.8) | % | |||||||||||||||||||||
| General and administrative | (10,455) | (8,985) | (1,470) | (16.4) | % | |||||||||||||||||||||
| Other expenses | 59 | (1,387) | 1,446 | 104.3 | % | |||||||||||||||||||||
| Interest and related amortization | (32,200) | (36,037) | 3,837 | 10.6 | % | |||||||||||||||||||||
| Total other income and expenses, net | $ | (90,959) | $ | (92,703) | $ | 1,744 | 1.9 | % | ||||||||||||||||||
Total Other income and expenses, net decreased $1.7 million for the quarter ended June 30, 2025 compared to the quarter ended June 30, 2024 primarily due to lower Interest and related amortization and Other expenses, partially offset by higher General and administrative expense and Depreciation and amortization.
Casualty-related charges/(recoveries), net
During the quarters ended June 30, 2025 and 2024, we recognized expenses of approximately $0.3 million and $0.7 million, respectively, related to debris removal and cleanup costs from hurricane events, with insurance recovery revenue accruals of approximately $0.2 million and $0.7 million related to the expenses incurred during the same periods. During the quarters ended June 30, 2025 and 2024, we also recognized excess insurance recovery revenue of approximately $0.6 million and $6.2 million, respectively, for reimbursement of capital expenditures related to Hurricane Ian. The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income.
Equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures was $0.6 million lower during the quarter ended June 30, 2025 compared to the quarter ended June 30, 2024 primarily due to lower joint venture income and higher depreciation on joint ventures.
30
Management’s Discussion and Analysis (continued)
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the six months ended June 30, 2025 and 2024:
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | Variance | % Change | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||||||||||||||||||||||
MH base rental income (1) | $ | 370,717 | $ | 351,468 | $ | 19,249 | 5.5 | % | $ | 371,086 | $ | 351,807 | $ | 19,279 | 5.5 | % | ||||||||||||||||||||||||||||||||||
Rental home income (1) | 6,911 | 6,879 | 32 | 0.5 | % | 6,933 | 6,903 | 30 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||||
RV and marina base rental income (1) | 217,697 | 216,734 | 963 | 0.4 | % | 227,688 | 223,530 | 4,158 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 32,916 | 32,550 | 366 | 1.1 | % | 33,244 | 32,584 | 660 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||||
Membership upgrade revenue (2)(3) | 6,105 | 7,986 | (1,881) | (23.6) | % | 6,172 | 7,997 | (1,825) | (22.8) | % | ||||||||||||||||||||||||||||||||||||||||
Utility and other income (1) | 65,287 | 62,549 | 2,738 | 4.4 | % | 69,977 | 69,458 | 519 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating revenues | 699,633 | 678,166 | 21,467 | 3.2 | % | 715,100 | 692,279 | 22,821 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||||
| Utilities expense | 77,625 | 76,708 | 917 | 1.2 | % | 79,451 | 77,798 | 1,653 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Payroll | 58,409 | 58,682 | (273) | (0.5) | % | 60,086 | 59,808 | 278 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Repairs & maintenance | 50,856 | 47,500 | 3,356 | 7.1 | % | 52,384 | 48,541 | 3,843 | 7.9 | % | ||||||||||||||||||||||||||||||||||||||||
Insurance and other (1)(4) | 52,593 | 52,596 | (3) | — | % | 55,202 | 54,366 | 836 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 42,250 | 40,180 | 2,070 | 5.2 | % | 43,488 | 40,886 | 2,602 | 6.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Rental home operating and maintenance | 2,446 | 2,927 | (481) | (16.4) | % | 2,451 | 2,941 | (490) | (16.7) | % | ||||||||||||||||||||||||||||||||||||||||
Membership sales and marketing (5) | 7,916 | 11,404 | (3,488) | (30.6) | % | 7,993 | 11,423 | (3,430) | (30.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, excluding property management | 292,095 | 289,997 | 2,098 | 0.7 | % | 301,055 | 295,763 | 5,292 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||||
Income from property operations, excluding property management (6) | 407,538 | 388,169 | 19,369 | 5.0 | % | 414,045 | 396,516 | 17,529 | 4.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Property management | 41,153 | 39,147 | 2,006 | 5.1 | % | 41,153 | 39,146 | 2,007 | 5.1 | % | ||||||||||||||||||||||||||||||||||||||||
Income from property operations (6) | $ | 366,385 | $ | 349,022 | $ | 17,363 | 5.0 | % | $ | 372,892 | $ | 357,370 | $ | 15,522 | 4.3 | % | ||||||||||||||||||||||||||||||||||
__________________________
(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)Beginning in the first quarter of 2025, membership upgrade product offerings include two- to four-year term subscription products, which are recognized in Annual membership subscriptions. Prices for two-year products range between $4,000 to $8,000 and between approximately $7,000 to $14,000 for the four-year product, which results in approximately $2,500 to $3,000 of earned revenue on an annual basis.
(3)Membership upgrade revenue is net of deferrals of $4.0 million and $8.3 million for the six months ended June 30, 2025 and 2024, respectively.
(4)Includes bad debt expense for all periods presented.
(5)Membership sales and marketing expense is net of sales commission deferrals of $1.1 million and $1.3 million the six months ended June 30, 2025 and 2024, respectively.
(6)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 six months ended June 30, 2025 increased $15.5 million, or 4.3%, from the same period in 2024 driven by an increase of $17.4 million, or 5.0%, from our Core Portfolio, offset by a decrease of $1.9 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, primarily in MH base rental income and Utility and other income, partially offset by an increase in Repairs and maintenance and Real estate taxes.
Property Operating Revenues
MH base rental income in our Core Portfolio for the six months ended June 30, 2025 increased $19.2 million, or 5.5%, from the same period in 2024, which reflects 5.7% growth from rate increases and a decline in occupancy of 0.2%. The average monthly base rental income per Site in our Core Portfolio increased to approximately $899 for the six months ended June 30, 2025 from approximately $851 for the six months ended June 30, 2024. The average occupancy for the Core Portfolio was 94.4% and 94.9% for the six months ended June 30, 2025 and 2024, respectively.
31
Management’s Discussion and Analysis (continued)
RV and marina base rental income is comprised of the following:
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(amounts in thousands) | 2025 | 2024 | Variance | % Change | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Annual | $ | 153,673 | $ | 147,890 | $ | 5,783 | 3.9 | % | $ | 158,176 | $ | 152,048 | $ | 6,128 | 4.0 | % | ||||||||||||||||||||||||||||||||||
| Seasonal | 33,992 | 35,998 | (2,006) | (5.6) | % | 36,328 | 37,510 | (1,182) | (3.2) | % | ||||||||||||||||||||||||||||||||||||||||
| Transient | 30,032 | 32,846 | (2,814) | (8.6) | % | 33,184 | 33,972 | (788) | (2.3) | % | ||||||||||||||||||||||||||||||||||||||||
| RV and marina base rental income | $ | 217,697 | $ | 216,734 | $ | 963 | 0.4 | % | $ | 227,688 | $ | 223,530 | $ | 4,158 | 1.9 | % | ||||||||||||||||||||||||||||||||||
RV and marina base rental income in our Core Portfolio for the six months ended June 30, 2025 increased $1.0 million, or 0.4%, from the same period in 2024 due to an increase in Annual RV and marina base rental income of 3.9%, partially offset by decreases in Seasonal and Transient RV and marina base rental income of 5.6% and 8.6%, respectively, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases in Seasonal and Transient RV and marina base rental income were primarily driven by returning competitor supply following a period of weather-related disruption, a return to normalized demand and cooler weather and elevated levels of precipitation in the Northern and South Central United States that contributed to fewer stays in the second quarter.
Utility and other income in our Core Portfolio for the six months ended June 30, 2025 increased $2.7 million, or 4.4%, from the same period in 2024. The increase was primarily due to an increase in utility income and pass-through income of $1.8 million and $1.0 million, respectively. The utility recovery rate (utility income divided by utility expenses) for the six months ended June 30, 2025 and 2024 was approximately 48% and 46%, respectively.
Property Operating Expenses
Property operating expenses, excluding property management, in our Core Portfolio for the six months ended June 30, 2025 increased $2.1 million, or 0.7%, from the same period in 2024 driven by increases in Repairs and maintenance expenses, Real estate taxes, and Utilities expense of $3.4 million, $2.1 million, and $0.9 million, respectively, partially offset by decreases in Membership sales and marketing expenses, Rental home operating and maintenance, and Payroll of $3.5 million, $0.5 million, and $0.3 million, respectively. The increase in Repairs and maintenance expenses was primarily driven by increases in lawn and common area maintenance expenses, contract repairs and extraordinary repairs and maintenance expenses, partially offset by a decrease in maintenance and housekeeping supplies. The increase in Real estate taxes was primarily due to an increase in real estate taxes in our Florida portfolio. The increase in Utilities expense was due to increases in water, trash and electric expense, partially offset by a decrease in cable and sewer expense. The decrease in Membership sales and marketing expense was primarily driven by a decrease in allowances for credit losses related to financed membership products that beginning in the first quarter of 2025 are no longer being offered. The decrease in Rental home operating and maintenance expense was primarily driven by a decrease in rental home repairs and maintenance expenses. The decrease in Payroll expenses was primarily driven by reduced temporary labor and overtime costs.
Home Sales and Other
The following table summarizes certain financial and statistical data for Home Sales and Other Operations:
32
Management’s Discussion and Analysis (continued)
| Six Months Ended June 30, | ||||||||||||||||||||||||||
(amounts in thousands, except home sales volumes) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
| Gross revenues from new home sales | $ | 18,873 | $ | 40,406 | $ | (21,533) | (53.3) | % | ||||||||||||||||||
| Cost of new home sales | 17,490 | 35,048 | (17,558) | (50.1) | % | |||||||||||||||||||||
| Gross revenues from used home sales | 1,535 | 2,078 | (543) | (26.1) | % | |||||||||||||||||||||
| Cost of used home sales | 1,762 | 1,644 | 118 | 7.2 | % | |||||||||||||||||||||
| Gross revenue from brokered resales and ancillary services | 23,313 | 25,134 | (1,821) | (7.2) | % | |||||||||||||||||||||
| Cost of brokered resales and ancillary services | 10,916 | 12,925 | (2,009) | (15.5) | % | |||||||||||||||||||||
| Home selling and ancillary operating expenses | 13,156 | 13,619 | (463) | (3.4) | % | |||||||||||||||||||||
| Home sales volumes | ||||||||||||||||||||||||||
| New home sales | 234 | 446 | (212) | (47.5) | % | |||||||||||||||||||||
| Used home sales | 142 | 113 | 29 | 25.7 | % | |||||||||||||||||||||
| Brokered home resales | 224 | 261 | (37) | (14.2) | % | |||||||||||||||||||||
Gross revenues from new home sales decreased $21.5 million and Cost of new home sales decreased $17.6 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 driven by a moderation in demand, primarily in the Florida and Arizona markets, which resulted in fewer homes being sold during the six months ended June 30, 2025, a change in overall sales mix, resulting in a higher volume of lower priced homes being sold, and disruption due to Hurricanes Milton and Helene.
Rental Operations
The following table summarizes certain financial and statistical data for MH Rental Operations:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
(amounts in thousands, except rental unit volumes) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
Rental operations revenue (1) | $ | 17,143 | $ | 17,655 | $ | (512) | (2.9) | % | ||||||||||||||||||
| Rental home operating and maintenance expenses | 2,446 | 2,926 | (480) | (16.4) | % | |||||||||||||||||||||
Depreciation on rental homes (2) | 5,123 | 5,060 | 63 | 1.2 | % | |||||||||||||||||||||
| Gross investment in new manufactured home rental units | $ | 227,739 | $ | 227,569 | $ | 170 | 0.1 | % | ||||||||||||||||||
| Gross investment in used manufactured home rental units | $ | 10,010 | $ | 11,521 | $ | (1,511) | (13.1) | % | ||||||||||||||||||
| Net investment in new manufactured home rental units | $ | 188,686 | $ | 187,382 | $ | 1,304 | 0.7 | % | ||||||||||||||||||
| Net investment in used manufactured home rental units | $ | 6,513 | $ | 7,124 | $ | (611) | (8.6) | % | ||||||||||||||||||
| Number of occupied rentals – new, end of period | 1,816 | 1,790 | 26 | 1.5 | % | |||||||||||||||||||||
| Number of occupied rentals – used, end of period | 189 | 226 | (37) | (16.4) | % | |||||||||||||||||||||
______________________
(1)Consists of Site rental income and home rental income in our Core Portfolio. Approximately $10.2 million and $10.8 million of Site rental income for the six months ended June 30, 2025 and 2024, 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.
Rental operations revenues were $0.5 million, or 2.9%, lower during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to a net decrease in the number of occupied rentals.
33
Management’s Discussion and Analysis (continued)
Miscellaneous Other Income and Expenses
The following table summarizes Other income and expenses, net:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
(amounts in thousands, expenses shown as negative) | 2025 | 2024 | Variance | % Change | ||||||||||||||||||||||
| Depreciation and amortization | $ | (103,591) | $ | (102,452) | $ | (1,139) | (1.1) | % | ||||||||||||||||||
| Interest income | 4,440 | 4,588 | (148) | (3.2) | % | |||||||||||||||||||||
| Income from other investments, net | 4,102 | 4,668 | (566) | (12.1) | % | |||||||||||||||||||||
| General and administrative | (19,694) | (20,974) | 1,280 | 6.1 | % | |||||||||||||||||||||
Other expenses (1) | (1,819) | (2,479) | 660 | 26.6 | % | |||||||||||||||||||||
| Interest and related amortization | (63,336) | (69,580) | 6,244 | 9.0 | % | |||||||||||||||||||||
| Total other income and expenses, net | $ | (179,898) | $ | (186,229) | $ | 6,331 | 3.4 | % | ||||||||||||||||||
(1)Prior period amounts have been reclassified to conform to the current period presentation.
Total Other income and expenses, net decreased $6.3 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to lower Interest and related amortization and General and administrative expenses, partially offset by higher Depreciation and amortization.
Casualty-related charges/(recoveries), net
During the six months ended June 30, 2025 and 2024, we recognized expenses of approximately $1.1 million and $1.2 million, respectively, related to debris removal and cleanup costs from hurricane events, with insurance recovery revenue accruals of $0.8 million and $1.2 million related to the expenses incurred during the same periods. During the six months ended June 30, 2025 and 2024, we also recognized insurance recovery revenue in excess of expenses for Hurricane Ian of $0.6 million and $21.0 million, respectively, within Casualty-related charges/(recoveries), net. The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income.
Equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures was $4.0 million higher during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to a distribution from an unconsolidated joint venture that refinanced a secured loan and distributed proceeds, of which $6.2 million exceeded our basis in the joint venture.
34
Management’s Discussion and Analysis (continued)
Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, home purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured line of credit (the “LOC”) and proceeds from issuance of equity and debt securities, including issuances under our at-the-market (“ATM”) equity offering program.
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.
On November 1, 2024, we entered into a new ATM equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $700.0 million. As of June 30, 2025, the full capacity of our ATM equity offering program remained available for issuance.
As of June 30, 2025, we had available liquidity in the form of approximately 408.8 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.
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 swaps, see Part I. Item 1. Financial Statements—Note 8. Derivative Instruments and Hedging.
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, issuances of equity under our ATM equity offering program and our LOC. As of June 30, 2025, our LOC had a borrowing capacity of $409.9 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 or the issuance of equity including under our ATM equity offering program.
The following table summarizes our cash flows activity:
| For the six months ended June 30, | |||||||||||
| (amounts in thousands) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 324,677 | $ | 341,877 | |||||||
| Net cash used in investing activities | (156,873) | (104,606) | |||||||||
| Net cash used in financing activities | (159,372) | (231,550) | |||||||||
| Net increase in cash and restricted cash | $ | 8,432 | $ | 5,721 | |||||||
Operating Activities
Net cash provided by operating activities decreased $17.2 million to $324.7 million for the six months ended June 30, 2025 from $341.9 million for the six months ended June 30, 2024. The decrease in net cash provided by operating activities was primarily due to increases in cash outflows related to manufactured homes, net and accounts payable and other liabilities, partially offset by an increase in business insurance proceeds.
35
Management’s Discussion and Analysis (continued)
The following table summarizes our purchase and sale activity of manufactured homes:
| For the six months ended June 30, | ||||||||||||||
(amounts in thousands) | 2025 | 2024 | ||||||||||||
| Purchase of manufactured homes | $ | (33,655) | $ | (24,537) | ||||||||||
| Sale of manufactured homes | 16,600 | 34,497 | ||||||||||||
| Manufactured homes, net | $ | (17,055) | $ | 9,960 | ||||||||||
Investing Activities
Net cash used in investing activities increased $52.3 million to $156.9 million for the six months ended June 30, 2025 from $104.6 million for the six months ended June 30, 2024. The increase was primarily driven by the $56.1 million term loan to RVC.
Capital Improvements
The following table summarizes capital improvements:
| For the six months ended June 30, | |||||||||||
| (amounts in thousands) | 2025 | 2024 | |||||||||
Asset preservation (1) | $ | 22,262 | $ | 20,869 | |||||||
Improvements and renovations(2) | 16,336 | 15,173 | |||||||||
Property upgrades and development (3) | 57,005 | 69,352 | |||||||||
Site development (4) | 5,146 | 7,130 | |||||||||
| Total property improvements | 100,749 | 112,524 | |||||||||
| Corporate | 3,910 | 4,707 | |||||||||
| Total capital improvements | $ | 104,659 | $ | 117,231 | |||||||
______________________
(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 $13.9 million and $10.4 million of restoration and improvement capital expenditures related to hurricane activity for the six months ended June 30, 2025 and 2024, respectively.
(4)Includes capital expenditures to improve the infrastructure required to set manufactured homes.
Financing Activities
Net cash used in financing activities decreased $72.2 million to $159.4 million for the six months ended June 30, 2025 from $231.6 million for the six months ended June 30, 2024. The decrease was primarily due to lower net debt repayments of $92.5 million, partially offset by increases in distributions to common stock and OP unit holders of $17.8 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 2024 Form 10-K.
Off-Balance Sheet Arrangements
As of June 30, 2025, 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 2024 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 June 30, 2025.
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,” “estimate,” “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 that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement due to a number of factors, 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;
•our ability to execute expansion/development opportunities in the face of changes impacting the supply chain or labor markets;
•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 potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to our business;
•our ability to obtain financing or refinance existing debt on favorable terms or at all;
•the effect of inflation and interest rates, including the impact of changes in tariffs, as well as costs associated with supply chain disruptions;
•the effect from any breach of our, or any of our vendors’, data management systems;
•the dilutive effects of issuing additional securities;
•the potential impact of material weaknesses, if any, in our internal control over financial reporting;
•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.
For further information on these and other factors that could impact us and the statements contained herein, refer to Part I. Item 1A. Risk Factors in the 2024 Form 10-K and Part II. Item 1A. Risk Factors herein.
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 2024 Form 10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2024.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder as of June 30, 2025. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2025, 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 11. Commitments and Contingencies accompanying the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Item 1A.Risk Factors
There have been no material changes to the Item 1A. Risk Factors discussed in our 2024 Form 10-K other than those disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
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 June 30, 2025, none of the Company’s directors or officers adopted terminated
On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (the “OBBBA”). The OBBBA made significant changes to the U.S. federal income tax laws in various areas. Among the notable changes, the OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017, most of which were set to expire after December 31, 2025. As a result of such extensions, individuals and other non-corporate taxpayers will continue to be entitled to a 20% deduction for certain “qualified REIT dividends” for taxable years after 2025, subject to certain requirements, and the maximum U.S. federal income tax rate on ordinary income for individuals and other non-corporate taxpayers will continue to be 37% after 2025 (before application of the 3.8% Medicare tax on “net investment income”). In addition, the OBBBA also increased the percentage limit under the REIT asset test applicable to securities of one or more taxable REIT subsidiaries from 20% to 25% for 2026 and subsequent taxable years. You are urged to consult with your tax advisors regarding the OBBBA and its potential effect on an investment in our common stock.
Item 6.Exhibits
39
10.1(a) | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover 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 10-Q for the quarter ended March 31, 2025
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: July 29, 2025 | By: | /s/ Marguerite Nader | ||||||
| Marguerite Nader | ||||||||
| Vice Chairman and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Date: July 29, 2025 | By: | /s/ Paul Seavey | ||||||
| Paul Seavey | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Date: July 29, 2025 | By: | /s/ Caroline Karp | ||||||
| Caroline Karp | ||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
41
Exhibit 31.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Paul Seavey certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equity LifeStyle Properties, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 29, 2025 | By: | /s/ Paul Seavey | ||||||
| Paul Seavey | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Marguerite Nader, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equity LifeStyle Properties, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 29, 2025 | By: | /s/ Marguerite Nader | ||||||
| Marguerite Nader | ||||||||
| Vice Chairman and Chief Executive Officer | ||||||||
Exhibit 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of Equity LifeStyle Properties, Inc. for the quarter ended June 30, 2025 (the “Form 10-Q”), I, Paul Seavey, Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: July 29, 2025 | By: | /s/ Paul Seavey | ||||||
| Paul Seavey | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of Equity LifeStyle Properties, Inc. for the quarter ended June 30, 2025 (the “Form 10-Q”), I, Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: July 29, 2025 | By: | /s/ Marguerite Nader | ||||||
| Marguerite Nader | ||||||||
| Vice Chairman and Chief Executive Officer | ||||||||
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.