What changed in this filing

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Item 1. Financial Statements

2024-07-30 compared with 2024-05-01 · 168 added, 84 removed, 456 unchanged (36% of the section changed)

3 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Investment in real estate:

22 unchanged sentences

Stockholders' Equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of June 30, 2024 and December 31, 2023;

none issued and outstanding.

Common stock, $ 0.01 par value, 600,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

186,493,598 and 186,426,281 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Common stock, $ 0.01 par value, 600,000,000 shares authorized as of June 30, 2024 and December 31, 2023;

186,516,405 and 186,426,281 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Paid-in capital 1,646,160 1,644,319

9 unchanged sentences

(amounts in thousands, except per share data)

Quarters Ended March 31,

Quarters Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Rental income $ 300,788 $ 288,655 $ 617,386 $ 585,106

24 unchanged sentences

Income allocated to non-controlling interests – Common OP Units ( 3,822 ) ( 3,121 ) ( 9,188 ) ( 7,209 )

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

Net income available for Common Stockholders $ 78,297 $ 62,920 $ 188,202 $ 145,291

4 unchanged sentences

Comprehensive income allocated to non-controlling interests – Common OP Units ( 3,823 ) ( 3,225 ) ( 9,152 ) ( 7,124 )

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

Comprehensive income attributable to Common Stockholders $ 78,308 $ 65,002 $ 187,469 $ 143,584

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, 2023 $ 1,917 $ 1,644,319 $ — $ ( 223,576 ) $ 6,061 $ 69,900 $ 1,498,621

8 unchanged sentences

Balance as of March 31, 2024 $ 1,917 $ 1,644,410 $ — $ ( 202,721 ) $ 5,280 $ 70,860 $ 1,519,746

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

Issuance of Common Stock through employee stock purchase plan — 382 — — — — 382

Compensation expenses related to restricted stock and stock options — 1,767 — — — — 1,767

Adjustment for Common OP Unitholders in the Operating Partnership — ( 76 ) — — — 76 —

Adjustment for fair market value of swap — — — — 12 — 12

Consolidated net income — — 8 78,297 — 3,822 82,127

Distributions — — ( 8 ) ( 89,062 ) — ( 4,347 ) ( 93,417 )

Other — ( 323 ) — — — — ( 323 )

Balance as of June 30, 2024 $ 1,917 $ 1,646,160 $ — $ ( 213,486 ) $ 5,292 $ 70,411 $ 1,510,294

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Changes in Equity (continued)

(amounts in thousands)

Balance as of December 31, 2022 $ 1,916 $ 1,628,618 $ — $ ( 204,248 ) $ 19,119 $ 72,080 $ 1,517,485

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Balance as of March 31, 2023 $ 1,916 $ 1,629,866 $ — $ ( 205,203 ) $ 15,141 $ 71,666 $ 1,513,386

Issuance of Common Stock through employee stock purchase plan — 504 — — — — 504

Compensation expenses related to restricted stock and stock options — 8,584 — — — — 8,584

Adjustment for Common OP Unitholders in the Operating Partnership — ( 503 ) — — — 503 —

Adjustment for fair market value of swap — — — — 2,186 — 2,186

Consolidated net income — — 8 62,920 — 3,121 66,049

Distributions — — ( 8 ) ( 83,357 ) — ( 4,135 ) ( 87,500 )

Other — ( 97 ) — — — — ( 97 )

Balance as of June 30, 2023 $ 1,916 $ 1,638,354 $ — $ ( 225,640 ) $ 17,327 $ 71,155 $ 1,503,112

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:

32 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 ( 8,422 ) ( 7,934 )

Preferred Stockholders ( 8 ) ( 8 )

Share based award tax withholding payments ( 1,908 ) ( 1,932 )

Principal payments and mortgage debt repayment ( 31,913 ) ( 32,814 )

Mortgage notes payable financing proceeds — 88,753

Line of credit repayment ( 239,000 ) ( 299,000 )

Line of credit proceeds 222,000 306,000

Debt issuance and defeasance costs ( 108 ) ( 1,560 )

Other ( 479 ) ( 196 )

3 unchanged sentences

Cash and restricted cash, end of period $ 35,658 $ 28,107

Quarters Ended March 31,

Six Months Ended June 30,

Supplemental Information:

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Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership.

ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 95.3 % interest as of March 31, 2024.

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

42 unchanged sentences

(b) Restricted Cash

As of March 31, 2024 and December 31, 2023, restricted cash consisted of $ 32.2 million and $ 25.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

As of June 30, 2024 and December 31, 2023, restricted cash consisted of $ 22.4 million and $ 25.7 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

2 unchanged sentences

Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a gain contingency and will be recognized in the period in which the insurance proceeds are received.

During the quarter ended March 31, 2024, we recognized approximately $ 0.5 million of expense related to debris removal and cleanup related to Hurricane Ian, and we recorded an offsetting insurance recovery revenue accrual of $ 0.5 million to offset the expenses incurred during the quarter.

We also recorded $ 14.8 million of insurance recovery revenue for reimbursement of capital expenditures related to Hurricane Ian.

During the six months ended June 30, 2024 and June 30, 2023, we recognized approximately $ 1.2 million and $ 10.3 million, respectively, of expense related to debris removal and cleanup related to Hurricane Ian, and we recorded an offsetting insurance recovery revenue accrual of $ 1.2 million and $ 10.3 million, respectively, to offset the expenses incurred during the same period.

During the six months ended June 30, 2024 and June 30, 2023, we also recorded $ 21.0 million and zero , respectively, of insurance recovery revenue in excess of expenses and business interruption proceeds 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.

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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

Long-term leases that are non-cancelable by the tenants are in effect at certain

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 3 – Leases (continued)

into consideration certain other factors.

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.

2 unchanged sentences

(amounts in thousands)

As of March 31, 2024

As of June 30, 2024

2024 $ 60,588

4 unchanged sentences

We also have other operating leases, primarily office space, expiring at various dates through 2033.

For the quarters ended March 31, 2024 and 2023, total operating lease payments were $ 1.6 million and $ 1.5 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, 2024:

As of March 31, 2024

For the quarters ended June 30, 2024 and 2023, total operating lease payments were $ 1.7 million in both periods.

For the six months ended June 30, 2024 and 2023, total operating lease payments were $ 3.2 million in both periods.

As of June 30, 2024

(amounts in thousands)

9 unchanged sentences

Total lease liabilities $ 5,271 $ 22,201 $ 27,472

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 $ 25.8 million and $ 28.0 million, respectively, as of March 31, 2024.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0 % as of March 31, 2024.

Right-of-use (“ROU”) assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $ 24.3 million and $ 27.5 million, respectively, as of June 30, 2024.

The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0 % as of June 30, 2024.

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 $ 23.6 million and $ 25.7 million, respectively, as of December 31, 2023.

3 unchanged sentences

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 ended March 31, 2024 and 2023:

Quarters Ended March 31,

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, 2024 and 2023:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands, except per share data) 2024 2023 2024 2023

7 unchanged sentences

Stock options and restricted stock 42 167 97 175

Weighted average Common Shares outstanding – Fully Diluted 195,545 195,369

Weighted average Common Shares outstanding and OP Units – Fully Diluted 195,465 195,430 195,505 195,388

Earnings per Common Share – Basic $ 0.42 $ 0.34 $ 1.01 $ 0.78

9 unchanged sentences

$ 0.4775 March 31, 2024 March 28, 2024 April 12, 2024

$ 0.4775 June 30, 2024 June 28, 2024 July 12, 2024

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 no OP units exchanged for Common Stock during the quarter ended March 31, 2024 and 25,496 OP Units exchanged for an equal number of shares of Common Stock during the quarter ended March 31, 2023.

There were no OP units exchanged for Common Stock during the six months ended June 30, 2024 and 25,496 OP Units exchanged for an equal number of shares of Common Stock during the six months ended June 30, 2023.

Equity Offering Program

On February 28, 2024, we entered into a new at-the-market (“ATM”) equity offering program, 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 $ 500.0 million.

As of March 31, 2024, the full capacity of our ATM equity offering program remained available for issuance.

As of June 30, 2024, the full capacity of our ATM equity offering program remained available for issuance.

Equity LifeStyle Properties, Inc.

2 unchanged sentences

The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands):

Investment as of Income/(Loss) for the Quarters Ended

Investment Location (a)

Number of Sites Economic

March 31, 2024 December 31, 2023 March 31, 2024 March 31, 2023

Investment as of Income/(Loss) for the Six Months Ended

Investment Location Number of Sites Economic

June 30, 2024 December 31, 2023 June 30, 2024 June 30, 2023

Meadows Various 1,077 50 % $ 705 $ 534 $ 1,370 $ 1,272

Lakeshore Florida (3,3) 721 (c) 3,395 3,387 182 172

Voyager Arizona (1,1) — — % (d)

Lakeshore Florida 721 (b)

3,708 3,387 424 324

Voyager Arizona — — % (c)

ECHO JV Various — 50 % 2,801 2,773 27 ( 206 )

RVC Various 1,283 80 % (e)

RVC Various 1,489 80 % (d)

63,531 62,441 ( 547 ) ( 373 )

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_____________________

(a) The number of Properties are shown parenthetically for the quarters ended March 31, 2024 and 2023, respectively.

(b) The percentages shown approximate our economic interest as of March 31, 2024.

(a) The percentages shown approximate our economic interest as of June 30, 2024.

Our legal ownership interest may differ.

(c) Includes two joint ventures in which we own a 65 % interest in each and the Crosswinds joint venture in which we own a 49 % interest.

(d) In March 2023, we sold our 33 % interest in the utility plant servicing Voyager RV Resort.

(e) Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development.

We received approximately $ 1.8 million and $ 1.2 million in distributions from our unconsolidated joint ventures for the quarters ended March 31, 2024 and 2023, respectively.

Approximately $ 0.6 million and $ 0.3 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended March 31, 2024 and 2023, respectively, and as such, were recorded as income from unconsolidated joint ventures.

(b) Includes two joint ventures in which we own a 65 % interest in each and the Crosswinds joint venture in which we own a 49 % interest.

(d) Includes three joint ventures which include eight operating RV communities and one RV property under development.

We received approximately $ 3.1 million and $ 3.6 million in distributions from our unconsolidated joint ventures for the six months ended June 30, 2024 and 2023, respectively.

Approximately $ 1.1 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for both the six months ended June 30, 2024 and 2023, and as such, were recorded as income from unconsolidated joint ventures.

Note 7 – Borrowing Arrangements

2 unchanged sentences

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

As of March 31, 2024 As of December 31, 2023

As of June 30, 2024 As of December 31, 2023

(amounts in thousands)

1 unchanged sentence

Mortgage notes payable, excluding deferred financing costs $ 2,381,378 $ 2,985,236 $ 2,425,384 $ 3,017,149

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of March 31, 2024, was approximately 3.9 % per annum.

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of loan cost amortization on mortgage indebtedness, as of June 30, 2024, was approximately 3.9 % per annum.

The debt bears interest at stated rates ranging from 2.4 % to 5.1 % per annum and matures on various dates ranging from 2025 to 2041.

The debt encumbered a total of 120 of our Properties as of both March 31, 2024 and December 31, 2023, and the gross carrying value of such Properties was approximately $ 3,208.4 million and $ 3,194.1 million, as of March 31, 2024 and December 31, 2023, respectively.

The debt encumbered a total of 120 of our Properties as of both June 30, 2024 and December 31, 2023, and the gross carrying value of such Properties was approximately $ 3,227.1 million and $ 3,194.1 million, as of June 30, 2024 and December 31, 2023, respectively.

Unsecured Debt

We previously entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”), pursuant to which we have access to a $ 500.0 million line of credit (“LOC”) and a $ 300.0 million senior unsecured term loan (the “$ 300 million Term Loan”).

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 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.

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 % and matures on April 18, 2025.

The LOC bears interest at a rate of the Secured Overnight Financing Rate (“SOFR”) plus 0.10 % plus 1.25 % to 1.65 % and requires an annual facility fee of 0.20 % to 0.35 % and matures on April 18, 2025.

The $ 300 million Term Loan has an interest rate of SOFR plus 0.10 % plus 1.40 % to 1.95 % per annum.

For both the LOC and the $ 300 million Term Loan, the spread over SOFR is variable based on leverage throughout the respective loan terms.

On July 18, 2024, we modified our LOC to extend the maturity date to July 18, 2028.

Subsequent Events for additional information.

Equity LifeStyle Properties, Inc.

3 unchanged sentences

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 $ 6.0 million and $ 31.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, our LOC had a remaining borrowing capacity of $ 493.9 million.

As of March 31, 2024, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

The LOC had a balance of $ 14.0 million and $ 31.0 million outstanding as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, our LOC had a remaining borrowing capacity of $ 485.9 million.

As of June 30, 2024, we were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 8 – Derivative Instruments and Hedging

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The 2023 Swap has a fixed interest rate of 3.68 % per annum and matures on January 21, 2027.

Based on the leverage as of March 31, 2024, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

In April 2024, we entered into new swap agreements.

Subsequent Events for additional information.

Based on the leverage as of June 30, 2024, our spread over SOFR was 1.20 % resulting in an estimated all-in interest rate of 4.88 % per annum.

In April 2024, we entered into three Swap Agreements (“2024 Swaps”) with an aggregate notional value of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300.0 million Term Loan (see Note 7.

Borrowing Arrangements ) for a fixed interest rate.

The 2024 Swaps have a weighted average fixed interest rate of 4.65 % per annum and mature on April 17, 2026.

Based on the leverage as of June 30, 2024, our spread over SOFR was 1.40 % resulting in an estimated weighted average all-in fixed interest rate of 6.05 % per annum.

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 March 31, As of December 31,

As of June 30, As of December 31,

(amounts in thousands) Balance Sheet Location 2024 2023

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) 2024 2023 (amounts in thousands) 2024 2023

3 unchanged sentences

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

As of March 31, 2024, we had not posted any collateral related to the 2023 Swap.

As of June 30, 2024, we had not posted any collateral related to the 2023 Swap or 2024 Swaps.

Equity LifeStyle Properties, Inc.

3 unchanged sentences

(amounts in thousands)

Quarter Ended March 31, 2024 Quarter Ended March 31, 2023

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Deferred revenue - upfront payments from membership upgrade sales, beginning $ 206,625 $ 185,660

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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 $ 1.7 million and $ 2.5 million for the quarters ended March 31, 2024 and 2023, respectively.

Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by our Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.

The 2024 Plan replaces the 2014 Plan and is the sole plan available to us to provide equity incentive compensation to eligible participants as of its adoption.

No further awards will be granted under the 2014 Plan.

The 2024 Plan authorizes grants of options, restricted stock, and other forms of equity-based compensation, subject to conditions and restrictions determined by the Compensation Committee.

Our Compensation Committee (or our Board of Directors with respect to awards made to our independent directors) determines the terms and conditions of each award at the time of grant, including whether payment of awards may be subject to the achievement of performance goals, consistent with the provisions of the 2024 Plan.

A maximum of 3,766,336 shares of common stock are available for grant under the 2024 Plan.

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.

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $ 1.8 million and $ 8.6 million for the quarters ended June 30, 2024 and 2023, respectively, and $ 3.5 million and $ 11.1 million for the six months ended June 30, 2024 and 2023, respectively.

Stock-based compensation expense of $ 11.1 million for the six months ended June 30, 2023 includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11 – Commitments and Contingencies

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In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.

Beginning on August 31, 2023 through October 12, 2023, certain private party plaintiffs filed several putative class actions in the U.S.

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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11 - Commitments and Contingencies (continued)

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.

4 unchanged sentences

We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter.

As of March 31, 2024, 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, 2024, 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

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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, 2024 or 2023.

The following tables summarize our segment financial information for the quarters ended March 31, 2024 and 2023:

Quarter Ended March 31, 2024

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, 2024 or 2023.

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, 2024 and 2023:

Quarter Ended June 30, 2024

(amounts in thousands) Property

14 unchanged sentences

Interest and related amortization ( 36,037 )

Income tax benefit 239

Equity in income of unconsolidated joint ventures 579

2 unchanged sentences

Capital improvements $ 58,693 $ 3,832 $ 62,525

Quarter Ended June 30, 2023

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 336,629 $ 28,653 $ 365,282

Operations expenses ( 177,450 ) ( 24,914 ) ( 202,364 )

Income from segment operations 159,179 3,739 162,918

Interest income 1,616 637 2,253

Depreciation and amortization ( 48,662 ) ( 2,802 ) ( 51,464 )

Income from operations $ 112,133 $ 1,574 $ 113,707

Reconciliation to consolidated net income:

Corporate interest income 6

Income from other investments, net 2,473

General and administrative ( 16,607 )

Other expenses ( 1,381 )

Interest and related amortization ( 33,122 )

Equity in income of unconsolidated joint ventures 973

Consolidated net income $ 66,049

Total assets $ 5,304,804 $ 281,183 $ 5,585,987

Capital improvements $ 41,350 $ 10,551 $ 51,901

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 12 – Reportable Segments (continued)

Quarter Ended March 31, 2023

Six Months Ended June 30, 2024

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 97,392 ) ( 5,060 ) ( 102,452 )

Income from operations $ 260,320 $ 3,438 $ 263,758

Reconciliation to consolidated net income:

Corporate interest income 130

Income from other investments, net 4,668

General and administrative ( 20,974 )

Casualty-related charges/(recoveries), net 21,013

Other expenses ( 2,718 )

Interest and related amortization ( 69,580 )

Income tax benefit 239

Equity in income of unconsolidated joint ventures 862

Consolidated net income $ 197,398

Total assets $ 5,391,752 $ 253,723 $ 5,645,475

Capital improvements $ 110,101 $ 7,130 $ 117,231

Six Months Ended June 30, 2023

(amounts in thousands) Property

Operations Home Sales

Operations Consolidated

Operations revenues $ 678,366 $ 52,689 $ 731,055

Operations expenses ( 342,473 ) ( 45,057 ) ( 387,530 )

Income from segment operations 335,893 7,632 343,525

Interest income 3,182 1,151 4,333

Depreciation and amortization ( 96,417 ) ( 5,549 ) ( 101,966 )

Loss on sale of real estate and impairment, net ( 2,632 ) — ( 2,632 )

10 unchanged sentences

Capital improvements $ 128,826 $ 20,176 $ 149,002

The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, 2024 and 2023:

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 Property Operations segment for the quarters and six months ended June 30, 2024 and 2023:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2024 2023 2024 2023

13 unchanged sentences

Income from property operations segment $ 163,936 $ 159,179 $ 354,267 $ 335,893

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 ended March 31, 2024 and 2023:

Quarters Ended March 31,

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2024 and 2023:

Quarters Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2024 2023 2024 2023

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Note 13 – Subsequent Events

On April 1, 2024, we entered into three Swap Agreements (“2024 Swaps”) with an aggregate notional value of $ 300.0 million allowing us to trade the variable interest rate associated with our $ 300.0 million Term Loan (see Note 7.

Borrowing Arrangements ) for a fixed interest rate.

The 2024 Swaps have a weighted average fixed interest rate of 4.65 % per annum and mature on April 17, 2026.

Based on the leverage as of March 31, 2024, our spread over SOFR was 1.40 %, resulting in an estimated weighted average all-in fixed interest rate of 6.05 % per annum.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

On July 18, 2024, we entered into a Second Amendment to the Third Amended and Restated Credit Agreement (the “Second Amendment”) which amends and restates the terms of the obligations owing by us under the Credit Agreement.

Pursuant to the Credit Agreement, we have access to a $ 500 million LOC and a $ 300 million Term Loan.

We also have the option to increase the borrowing capacity of the LOC by $ 200 million, subject to certain conditions.

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.

We also have an option to extend the maturity date on the $ 300 million Term Loan to April 16, 2027.

All other material terms, including interest rate terms, remain the same.

Pursuant to the Credit Agreement, the LOC has an interest rate of SOFR plus 0.10 % plus 1.25 % to 1.65 % per annum and requires an annual facility fee of 0.20 % to 0.35 %.

The Term Loan has an interest rate of SOFR plus 0.10 % plus 1.40 % to 1.95 % per annum.

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

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