What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-07-27 compared with 2021-04-27 · 172 added, 96 removed, 434 unchanged (38% of the section changed)

3 unchanged sentences

(amounts in thousands, except share and per share data)

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Investment in real estate:

22 unchanged sentences

Stockholders' Equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of March 31, 2021 and December 31, 2020;

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of June 30, 2021 and December 31, 2020;

none issued and outstanding.

Common stock, $ 0.01 par value, 600,000,000 and shares authorized as of March 31, 2021 and December 31, 2020;

182,308,380 and 182,230,631 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.

Common stock, $ 0.01 par value, 600,000,000 and shares authorized as of June 30, 2021 and December 31, 2020;

183,754,301 and 182,230,631 shares issued and outstanding as of June 30, 2021, and December 31, 2020, respectively.

Paid-in capital 1,424,350 1,411,397

9 unchanged sentences

(amounts in thousands, except per share data)

Quarters Ended March 31,

Quarters Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Rental income $ 255,698 $ 217,963 $ 504,720 $ 457,309

26 unchanged sentences

Income allocated to non-controlling interests – Common OP Units ( 3,021 ) ( 2,658 ) ( 6,768 ) ( 6,507 )

Redeemable perpetual preferred stock dividends ( 8 ) ( 8 ) ( 8 ) ( 8 )

Net income available for Common Stockholders $ 61,051 $ 46,187 $ 126,291 $ 113,062

4 unchanged sentences

Comprehensive income allocated to non-controlling interests – Common OP Units ( 3,027 ) ( 2,689 ) ( 6,781 ) ( 6,465 )

Redeemable perpetual preferred stock dividends ( 8 ) ( 8 ) ( 8 ) ( 8 )

Comprehensive income attributable to Common Stockholders $ 61,155 $ 46,708 $ 126,517 $ 112,323

7 unchanged sentences

(amounts in thousands)

Common Stock Paid-in Capital Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interests – Common OP Units Total Equity

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, 2020 $ 1,813 $ 1,411,397 $ — $ ( 179,523 ) $ — $ 71,068 $ 1,304,755

8 unchanged sentences

Balance as of March 31, 2021 1,813 1,411,813 — ( 180,370 ) 129 70,961 1,304,346

Common Stock Paid-in Capital Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling interests – Common OP Units Total Equity

Exchange of Common OP Units for Common Stock 14 9,310 — — — ( 9,324 ) —

Issuance of Common Stock through employee stock purchase plan — 605 — — — — 605

Compensation expenses related to restricted stock and stock options — 2,821 — — — — 2,821

Adjustment for Common OP Unitholders in the Operating Partnership — ( 143 ) — — — 143 —

Adjustment for fair market value of swap — — — — 110 — 110

Consolidated net income — — 8 61,051 — 3,021 64,080

Distributions — — ( 8 ) ( 66,611 ) — ( 3,296 ) ( 69,915 )

Other — ( 56 ) — — — — ( 56 )

Balance as of June 30, 2021 $ 1,827 $ 1,424,350 $ — $ ( 185,930 ) $ 239 $ 61,505 $ 1,301,991

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Changes in Equity

(amounts in thousands)

Balance as of December 31, 2019 $ 1,812 $ 1,402,696 $ — $ ( 154,318 ) $ ( 380 ) $ 72,078 $ 1,321,888

11 unchanged sentences

Balance as of March 31, 2020 1,812 1,402,514 — ( 153,703 ) ( 1,713 ) 71,997 1,320,907

Issuance of Common Stock through employee stock purchase plan — 531 — — — — 531

Compensation expenses related to restricted stock and stock options — 2,669 — — — — 2,669

Adjustment for Common OP Unitholders in the Operating Partnership — 193 — — — ( 193 ) —

Adjustment for fair market value of swap — — — — 552 — 552

Consolidated net income — — 8 46,187 — 2,658 48,853

Distributions — — ( 8 ) ( 62,387 ) — ( 3,591 ) ( 65,986 )

Other — ( 143 ) — — — — ( 143 )

Balance as of June 30, 2020 $ 1,812 $ 1,405,764 $ — $ ( 169,903 ) $ ( 1,161 ) $ 70,871 $ 1,307,383

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

2 unchanged sentences

(amounts in thousands)

Quarters Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities:

7 unchanged sentences

Equity in income of unconsolidated joint ventures ( 1,936 ) ( 1,271 )

Distributions of income from unconsolidated joint ventures 41 81

Proceeds from insurance claims, net 144 1,288

13 unchanged sentences

Proceeds from disposition of properties, net ( 7 ) —

Investment in unconsolidated joint ventures ( 493 ) —

Distributions of capital from unconsolidated joint ventures 1,617 1,399

5 unchanged sentences

(amounts in thousands)

Quarters Ended March 31,

Six Months Ended June 30,

Cash Flows From Financing Activities:

3 unchanged sentences

Common OP Unitholders ( 7,385 ) ( 6,803 )

Preferred Stockholders ( 8 ) ( 8 )

Share based award tax withholding payments ( 2,814 ) ( 3,962 )

1 unchanged sentence

Mortgage notes payable financing proceeds 270,016 275,385

Term loan repayment ( 300,000 ) —

Term loan proceeds 600,000 —

7 unchanged sentences

Cash and restricted cash, end of period $ 44,753 $ 119,993

Quarters Ended March 31,

Six Months Ended June 30,

Supplemental Information:

22 unchanged sentences

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 94.6 % interest as of March 31, 2021.

ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 95.3 % interest as of June 30, 2021.

As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.

9 unchanged sentences

Note 2 – Summary of Significant Accounting Policies

(a) Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”).

The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022.

We continue to evaluate the impact of this guidance and we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

(b) Revenue Recognition

(a) Revenue Recognition

Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions.

Leases with customers renting our Sites are accounted for as operating leases.

The rental income associated with these leases is accounted for in accordance with the ASC 842, Leases, and is recognized over the term of the respective lease or the length of a customer's stay.

The rental income associated with these leases is accounted for in accordance with 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 place on the site, including those customers renting marina dry storage slips.

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.

2 unchanged sentences

We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental income as we meet the practical expedient criteria 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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

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.

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.

4 unchanged sentences

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.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

Annual membership subscriptions and membership upgrade sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers.

9 unchanged sentences

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.

As of March 31, 2021 and December 31, 2020, restricted cash consists of $ 27.6 million and $ 24.1 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

(b) Restricted Cash

As of June 30, 2021 and December 31, 2020, restricted cash consists of $ 31.2 million and $ 24.1 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

In March 2020, the FASB issued ASU No.

The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022.

We continue to evaluate the impact of this guidance and we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Note 3 – Leases

The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute.

The leases entered into between the 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.

4 unchanged sentences

(amounts in thousands)

As of March 31, 2021

As of June 30, 2021

2021 $ 77,190

7 unchanged sentences

We also have other operating leases, primarily office space, expiring at various dates through 2032.

For the quarters ended March 31, 2021 and 2020, total operating lease payments were $ 2.5 million and $ 2.4 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 March 31, 2021:

As of March 31, 2021

For the quarters ended June 30, 2021 and 2020, total operating lease payments were $ 2.6 million and $ 2.4 million, respectively.

For the six months ended June 30, 2021 and 2020, total operating lease payments were $ 5.1 million and $ 4.8 million, respectively.

As of June 30, 2021

(amounts in thousands)

9 unchanged sentences

Total lease liabilities $ 7,569 $ 19,441 $ 27,010

Right-of-use ("ROU") assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 14.9 million and $ 16.3 million, respectively, as of March 31, 2021.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0 % at March 31, 2021.

Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 23.7 million and $ 27.0 million, respectively, as of June 30, 2021.

The weighted average remaining lease term for our operating leases was ten years and the weighted average incremental borrowing rate was 3.8 % at June 30, 2021.

ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 15.7 million and $ 16.4 million, respectively, as of December 31, 2020.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0 % at December 31, 2020.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 4 – Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share of common stock for the quarters and three months ended March 31, 2021 and 2020:

Quarters Ended March 31,

The following table sets forth the computation of basic and diluted earnings per share of common stock for the quarters and six months ended June 30, 2021 and 2020:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands, except per share data) 2021 2020 2021 2020

10 unchanged sentences

Earnings per Common Share – Fully Diluted $ 0.33 $ 0.25 $ 0.69 $ 0.62

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5 - Common Stock and Other Equity Related Transactions

7 unchanged sentences

$ 0.3625 March 31, 2021 March 26, 2021 April 9, 2021

$ 0.3625 June 30, 2021 June 25, 2021 July 9, 2021

Equity Offering Program

On July 30, 2020, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 200.0 million.

As of March 31, 2021, the full capacity remained available for issuance.

As of June 30, 2021, the full capacity remained available for issuance.

Subject to certain limitations, OP Unit holders can request an exchange of any or all of their OP Units for shares of Common Stock at any time.

Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash.

During the quarters ended March 31, 2021 and 2020, 8,560 and 9,228 OP Units, respectively, were exchanged for an equal number of shares of Common Stock.

During the six months ended June 30, 2021 and 2020, 1,386,716 and 9,228 OP Units, respectively, were exchanged for an equal number of shares of Common Stock.

Note 6 – Investment in Real Estate

On January 21, 2021, we completed the acquisition of Okeechobee KOA Resort, a 740 -site RV community located in Okeechobee, Florida, for a purchase price of $ 42.2 million.

On June 3, 2021, we completed the acquisition of Pine Haven, a 629 -site RV community located in Cape May, New Jersey, for a purchase price of $ 62.8 million.

The acquisition was funded with our unsecured line of credit.

2 unchanged sentences

Borrowing Arrangements .

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 7 – Investment in Unconsolidated Joint Ventures

The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of March 31, 2021 and December 31, 2020 , respectively ) :

On January 21, 2021, we completed the acquisition of Okeechobee KOA Resort, a 740 -site RV community located in Okeechobee, Florida, for a purchase price of $ 42.2 million.

The acquisition was funded with our unsecured line of credit.

On April 21, 2020, we completed the acquisition of a 4.6 -acre vacant land parcel in North Ellenton, Florida, adjacent to our MH community, Colony Cove, for additional expansion.

The purchase price was $ 2.2 million.

Note 7 - Investments in Unconsolidated Joint Ventures

The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of June 30, 2021 and December 31, 2020 , respectively ) :

Investment as of Income/(Loss) for

Investment Location Number of Sites Economic

March 31, 2021 December 31, 2020 March 31, 2021 March 31, 2020

June 30, 2021 December 31, 2020 June 30, 2021 June 30, 2020

Meadows Various (2,2) 1,077 50 % $ — $ — $ 1,050 $ 854

5 unchanged sentences

_____________________

(a) The percentages shown approximate our economic interest as of March 31, 2021.

(a) The percentages shown approximate our economic interest as of June 30, 2021.

Our legal ownership interest may differ.

1 unchanged sentence

(c) Primarily consists of a 50 % interest in Voyager RV Resort and a 33 % interest in the utility plant servicing this Property.

We received approximately $ 0.7 million and $ 0.2 million in distributions from our unconsolidated joint ventures for the quarters ended March 31, 2021 and 2020, respectively.

Approximately $ 0.7 million and $ 0.1 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended March 31, 2021 and 2020, respectively, and as such, were recorded as income from unconsolidated joint ventures.

We received approximately $ 1.7 million and $ 1.5 million in distributions from our unconsolidated joint ventures for the six months ended June 30, 2021 and 2020, respectively.

Approximately $ 1.5 million and $ 1.0 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the six months ended June 30, 2021 and 2020, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Note 8 – Borrowing Arrangements

2 unchanged sentences

The following table presents the fair value of our mortgage notes payable:

As of March 31, 2021 As of December 31, 2020

As of June 30, 2021 As of December 31, 2020

(amounts in thousands)

1 unchanged sentence

Mortgage notes payable, excluding deferred financing costs $ 2,848,315 $ 2,648,456 $ 2,537,137 $ 2,472,876

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of March 31, 2021, was approximately 3.8 % per annum.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 - Borrowing Arrangements (continued)

The debt bears interest at stated rates ranging from 2.4 % to 8.9 % per annum and matures on various dates ranging from 2022 to 2041.

The debt encumbered a total of 117 and 116 of our Properties as of March 31, 2021 and December 31, 2020, respectively, and the gross carrying value of such Properties was approximately $ 2,683.9 million and $ 2,580.9 million, as of March 31, 2021 and December 31, 2020, respectively.

The debt encumbered a total of 117 and 116 of our Properties as of June 30, 2021 and December 31, 2020, respectively, and the gross carrying value of such Properties was approximately $ 2,698.2 million and $ 2,580.9 million, as of June 30, 2021 and December 31, 2020, respectively.

2021 Activity

8 unchanged sentences

These mortgage loans had a weighted average interest rate of 5.2 % per annum and were secured by three MH communities.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 – Borrowing Arrangements (continued)

Third Amended and Restated Unsecured Credit Facility

During the quarter ended June 30, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the other lenders named therein, pursuant to which we have access to a $ 500.0 million unsecured line of credit (the “LOC”) and a $ 300.0 million senior unsecured term loan (the “Term Loan”).

We have the option to increase the borrowing capacity by $ 200.0 million, subject to certain conditions.

The LOC maturity date was extended to April 18, 2025, and this term can be extended two times for additional six month increments, subject to certain conditions.

The LOC bears interest at a rate of LIBOR plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %.

The Term Loan matures on April 17, 2026 and has an interest rate of LIBOR plus 1.40 % to 1.95 % per annum.

For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms.

Unsecured Debt

2 unchanged sentences

The maturity date was October 27, 2021 with an interest rate of LIBOR plus 1.45 %.

We incurred commitment and arrangement fees of approximately $ 1.1 million.

The unsecured Line of Credit ("LOC") had a balance of $ 50.0 million and $ 222.0 million outstanding as of March 31, 2021 and December 31, 2020, respectively.

As of March 31, 2021, our LOC had remaining borrowing capacity of $ 350.0 million.

In April 2021, we closed on an amended revolving line of credit with borrowing capacity of $ 500.0 million and a $ 300.0 million term loan ("Term Loan").

The variable interest rate on the Term Loan is fixed at 1.8 % per annum pursuant to the Swap (as defined in Note 9.

Derivative Instruments and Hedging ).

We used the net proceeds from the Term Loan to repay the Loan.

Subsequent Events for further details.

As of March 31, 2021, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

During the quarter ended June 30, 2021, in conjunction with the issuance of the Term Loan, we repaid the Loan.

The LOC had a balance of $ 62.0 million and $ 222.0 million outstanding as of June 30, 2021 and December 31, 2020, respectively.

As of June 30, 2021, our LOC had remaining borrowing capacity of $ 438.0 million.

As of June 30, 2021, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 9 – Derivative Instruments and Hedging

3 unchanged sentences

We do not enter into derivatives for speculative purposes.

During the quarter ended March 31, 2021, we entered into a three-year LIBOR Swap Agreement (the "Swap") allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 9 – Derivative Instruments and Hedging (continued)

During the six months ended June 30, 2021, we entered into a three-year LIBOR Swap Agreement (the “Swap”) allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate.

The 2021 Swap has a notional amount of $ 300.0 million of outstanding principal with a fixed interest rate of 0.39 % per annum and matures on March 25, 2024.

Based on the leverage as of March 31, 2021, our spread over LIBOR was 1.45 % resulting in an estimated all-in interest rate of 1.84 % per annum.

Based on the leverage as of June 30, 2021, our spread over LIBOR was 1.40 % resulting in an estimated all-in interest rate of 1.79 % per annum.

Our derivative financial instrument was classified as Level 2 in the fair value hierarchy.

The following table presents the fair value of our derivative financial instrument:

As of March 31, As of December 31,

As of June 30, As of December 31,

(amounts in thousands) Balance Sheet Location 2021 2020

3 unchanged sentences

in OCI on derivative

for the quarters ended March 31, Location of (gain)/ loss reclassified from

for the six months ended June 30, Location of (gain)/ loss reclassified from

accumulated OCI into income Amount of (gain)/loss reclassified from

accumulated OCI into income

for the quarters ended March 31,

for the six months ended June 30,

(amounts in thousands) 2021 2020 (amounts in thousands) 2021 2020

3 unchanged sentences

We determined that no adjustment was necessary for non-performance risk on our derivative obligation.

As of March 31, 2021, we had not posted any collateral related to this Swap.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2021, we had not posted any collateral related to this Swap.

Note 10 – Equity Incentive Awards

5 unchanged sentences

The 17,454 shares of restricted stock subject to 2021 performance goals have a grant date fair value of $ 1.1 million.

Stock based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended March 31, 2021 and 2020, was $ 2.6 million and $ 3.0 million, respectively.

During the quarter ended June 30, 2021, we awarded to certain members of our Board of Directors 58,192 shares of restricted stock at a fair value of approximately $ 4.0 million and options to purchase 16,185 shares of common stock with an exercise price of $ 68.74 .

These are time-based awards subject to various vesting dates between October 27, 2021 and April 27, 2023.

Stock based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended June 30, 2021 and 2020, was $ 2.8 million and $ 2.7 million, respectively, and for the six months ended June 30, 2021 and 2020, was $ 5.4 million and $ 5.6 million, respectively.

Note 11 – Commitments and Contingencies

We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business.

The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, 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.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11 – Commitments and Contingencies (continued)

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.

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The Nicholsons filed a notice of appeal on August 7, 2020.

The Nicholsons' claim that the Operating Partnership is required to indemnify the Nicholsons for legal fees with respect to the claims brought by the third parties in the Superior Court litigation is proceeding in the arbitration.

The arbitration is stayed pursuant to an agreement between MHC and the Nicholsons.

We intend to continue to vigorously defend our interests in this matter.

As of March 31, 2021, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

As of June 30, 2021, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

Equity LifeStyle Properties, Inc.

5 unchanged sentences

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 ended March 31, 2021 or 2020.

The following tables summarize our segment financial information for the quarters ended March 31, 2021 and 2020:

Quarter Ended March 31, 2021

All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters and six months ended June 30, 2021 or 2020.

The following tables summarize our segment financial information for the quarters and six months ended June 30, 2021 and 2020:

Quarter Ended June 30, 2021

(amounts in thousands) Property

19 unchanged sentences

Capital improvements $ 41,306 $ 21,639 $ 62,945

Quarter Ended March 31, 2020

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12 – Reportable Segments (continued)

Quarter Ended June 30, 2020

(amounts in thousands) Property

18 unchanged sentences

Capital improvements $ 37,552 $ 16,636 $ 54,188

Six Months Ended June 30, 2021

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 558,933 $ 48,867 $ 607,800

Operations expenses ( 266,204 ) ( 43,931 ) ( 310,135 )

Income from segment operations 292,729 4,936 297,665

Interest income 2,400 1,083 3,483

Depreciation and amortization ( 88,409 ) ( 5,305 ) ( 93,714 )

Gain on sale of real estate, net ( 59 ) — ( 59 )

Income (loss) from operations $ 206,661 $ 714 $ 207,375

Reconciliation to consolidated net income:

Corporate interest income 26

Income from other investments, net 2,158

General and administrative ( 20,740 )

Other expenses ( 1,498 )

Interest and related amortization ( 53,406 )

Equity in income of unconsolidated joint ventures 1,936

Early debt retirement ( 2,784 )

Consolidated net income $ 133,067

Total assets $ 4,566,507 $ 257,500 $ 4,824,007

Capital improvements $ 77,774 $ 41,949 $ 119,723

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12 – Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, 2021 and 2020:

Quarters Ended March 31,

Six Months Ended June 30, 2020

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 500,629 $ 28,674 $ 529,303

Operations expenses ( 237,194 ) ( 25,643 ) ( 262,837 )

Income from segment operations 263,435 3,031 266,466

Interest income 2,136 1,454 3,590

Depreciation and amortization ( 71,831 ) ( 5,525 ) ( 77,356 )

Income (loss) from operations $ 193,740 $ ( 1,040 ) $ 192,700

Reconciliation to consolidated net income:

Corporate interest income 8

Income from other investments, net 1,665

General and administrative ( 21,464 )

Other expenses ( 1,227 )

Interest and related amortization ( 52,322 )

Equity in income of unconsolidated joint venture 1,271

Early debt retirement ( 1,054 )

Consolidated net income $ 119,577

Total assets $ 3,998,462 $ 269,712 $ 4,268,174

Capital Improvements $ 70,157 $ 32,990 $ 103,147

The following table summarizes our financial information for the Property Operations segment for the quarters and six months ended June 30, 2021 and 2020:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2021 2020 2021 2020

13 unchanged sentences

Income from property operations segment $ 144,711 $ 118,859 $ 292,729 $ 263,435

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters ended March 31, 2021 and 2020:

Quarters Ended March 31,

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12 – Reportable Segments (continued)

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2021 and 2020:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2021 2020 2021 2020

13 unchanged sentences

Base rent is included within property operations.

Note 13 – Subsequent Events

On April 19, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) which amends and restates the terms of the obligations owed by us under the Second Amended and Restated Credit Agreement, dated as of October 27, 2017, pursuant to which we have access to a $ 500 million unsecured line of credit (the “LOC”) and a $ 300 million senior unsecured term loan facility (the “Term Loan”).

We used the net proceeds from the Term Loan to repay the Loan.

The LOC maturity date was extended to April 18, 2025, and this term can be extended two times for additional six-month increments, subject to certain conditions.

The LOC bears interest at a rate of LIBOR plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 %.

We extended the maturity of our Term Loan.

The Term Loan now matures on April 17, 2026 and has an interest rate of LIBOR plus 1.40 % to 1.95 % per annum.

For both the LOC and Term Loan, the spread over LIBOR is variable based on

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 13 – Subsequent Events (continued)

leverage throughout the respective loan terms.

We incurred commitment and arrangement fees of approximately $ 7.1 million to enter into the Third Amended and Restated Credit Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements