What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-07-30 · 118 added, 78 removed, 546 unchanged (26% of the section changed)

3 unchanged sentences

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

June 30, 2024 December 31, 2023

September 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 June 30, 2024 and December 31, 2023;

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

none issued and outstanding.

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.

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

186,512,609 and 186,426,281 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Paid-in capital 1,648,384 1,644,319

9 unchanged sentences

(amounts in thousands, except per share data)

Quarters Ended June 30, Six Months Ended June 30,

Quarters Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

17 unchanged sentences

Other expenses 1,402 1,338 4,120 4,187

Early debt retirement 30 68 30 68

Interest and related amortization 36,497 33,434 106,077 99,144

42 unchanged sentences

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

Issuance of Common Stock through employee stock purchase plan — 394 — — — — 394

Compensation expenses related to restricted stock and stock options — 1,535 — — — — 1,535

Adjustment for Common OP Unitholders in the Operating Partnership — 380 — — — ( 380 ) —

Adjustment for fair market value of swaps — — — — ( 10,056 ) — ( 10,056 )

Consolidated net income — — — 82,821 — 4,042 86,863

Distributions — — — ( 89,059 ) — ( 4,347 ) ( 93,406 )

Other — ( 85 ) — — — — ( 85 )

Balance as of September 30, 2024 $ 1,917 $ 1,648,384 $ — $ ( 219,724 ) $ ( 4,764 ) $ 69,726 $ 1,495,539

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

22 unchanged sentences

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

Exchange of Common OP Units for Common Stock 1 812 — — — ( 813 ) —

Issuance of Common Stock through employee stock purchase plan — 736 — — — — 736

Compensation expenses related to restricted stock and stock options — 1,799 — — — — 1,799

Adjustment for Common OP Unitholders in the Operating Partnership — ( 27 ) — — — 27 —

Adjustment for fair market value of swaps — — — — ( 1,763 ) — ( 1,763 )

Consolidated net income — — — 76,969 — 3,772 80,741

Distributions — — — ( 83,410 ) — ( 4,087 ) ( 87,497 )

Other — ( 121 ) — — — — ( 121 )

Balance as of September 30, 2023 $ 1,917 $ 1,641,553 $ — $ ( 232,081 ) $ 15,564 $ 70,054 $ 1,497,007

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

2 unchanged sentences

(amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Operating Activities:

2 unchanged sentences

Loss on sale of real estate and impairment, net 1,798 3,581

Early debt retirement 30 68

Depreciation and amortization 157,492 156,967

28 unchanged sentences

(amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Financing Activities:

15 unchanged sentences

Cash and restricted cash, end of period $ 40,398 $ 59,680

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Information:

16 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 95.3 % interest as of June 30, 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 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.

As of September 30, 2024 and December 31, 2023, restricted cash consisted of $ 21.9 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 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.

During the nine months ended September 30, 2024 and September 30, 2023, we recognized approximately $ 3.5 million and $ 12.1 million, respectively, of expense related to debris removal and cleanup related to Hurricane Ian and Hurricane Helene.

We recorded an offsetting insurance recovery revenue accrual for Hurricane Ian of $ 2.5 million and $ 12.1 million, respectively, to offset the expenses incurred during the same period.

During the nine months ended September 30, 2024 and September 30, 2023, we also recorded $ 21.5 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.

9 unchanged sentences

We are currently evaluating the impact of the rule on our disclosures.

Note 3 – Leases

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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3 – Leases (continued)

Note 3 – Leases

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.

3 unchanged sentences

(amounts in thousands)

As of June 30, 2024

As of September 30, 2024

2024 $ 33,925

4 unchanged sentences

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

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.

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, 2024:

As of June 30, 2024

For the quarters ended September 30, 2024 and 2023, total operating lease payments were $ 1.8 million and $ 1.6 million, respectively.

For the nine months ended September 30, 2024 and 2023, total operating lease payments were $ 5.1 million and $ 4.9 million, respectively.

As of September 30, 2024

(amounts in thousands)

9 unchanged sentences

Total lease liabilities $ 5,070 $ 22,548 $ 27,618

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.

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 $ 24.4 million and $ 27.6 million, respectively, as of September 30, 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 September 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 and six months ended June 30, 2024 and 2023:

Quarters Ended June 30, Six Months Ended June 30,

The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”) for the quarters and nine months ended September 30, 2024 and 2023:

Quarters Ended September 30, Nine Months Ended September 30,

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

20 unchanged sentences

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

$ 0.4775 September 30, 2024 September 27, 2024 October 11, 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 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.

There were no OP units exchanged for Common Stock during the nine months ended September 30, 2024 and 131,192 OP Units exchanged for an equal number of shares of Common Stock during the nine months ended September 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 June 30, 2024, the full capacity of our ATM equity offering program remained available for issuance.

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

In October 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 from our at-the-market (“ATM”) offering program.

Subsequent Events for additional information.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 6 – Investment in Real Estate

Following Hurricane Helene, which made landfall in Florida on September 26, 2024, we recorded a $ 1.8 million reduction in the carrying value of certain assets, which is included in Loss on sale of real estate and impairment, net in the Consolidated Statements of Income for the quarter and nine months ended September 30, 2024.

During the quarter and nine months ended September 30, 2023, we recorded impairment charges of approximately $ 0.9 million related to storm events at certain properties in Florida and $ 3.6 million related to flooding events in California, respectively.

Note 7 – 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 Income/(Loss) for the Six Months Ended

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

Investment Location Number of Sites Economic

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

September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2023

Meadows Various 1,077 50 % $ 407 $ 534 $ 7,360 $ 1,649

9 unchanged sentences

_____________________

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

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

Our legal ownership interest may differ.

2 unchanged sentences

(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.

We received approximately $ 15.4 million and $ 4.9 million in distributions from our unconsolidated joint ventures for the nine months ended September 30, 2024 and 2023, respectively.

Approximately $ 7.0 million and $ 1.4 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the nine months ended September 30, 2024 and 2023, 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 June 30, 2024 As of December 31, 2023

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

(amounts in thousands)

1 unchanged sentence

Mortgage notes payable, excluding deferred financing costs $ 2,554,898 $ 2,969,092 $ 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 June 30, 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 September 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 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.

The debt encumbered a total of 120 of our Properties as of both September 30, 2024 and December 31, 2023, and the gross carrying value of such Properties was approximately $ 3,245.6 million and $ 3,194.1 million, as of September 30, 2024 and December 31, 2023, respectively.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 - Borrowing Arrangements (continued)

Unsecured Debt

1 unchanged sentence

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 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 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 %.

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.

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.

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.

On October 3, 2024, we repaid the $ 300 million Term Loan.

Subsequent Events for additional information.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 7 - Borrowing Arrangements (continued)

During the year ended December 31, 2022, we 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 $ 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.

The LOC had a balance of $ 32.5 million and $ 31.0 million outstanding as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, our LOC had a remaining borrowing capacity of $ 467.4 million.

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

Note 9 – Derivative Instruments and Hedging

10 unchanged sentences

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

Based on the leverage as of September 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 8.

1 unchanged sentence

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.

Based on the leverage as of September 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.

On October 3, 2024, we terminated the 2024 Swaps in connection with the repayment of the $ 300 million Term Loan.

Subsequent Events for additional information.

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,

As of September 30, As of December 31,

(amounts in thousands) Balance Sheet Location 2024 2023

Interest Rate Swaps Other assets, net $ — $ 6,061

Interest Rate Swaps Accounts payable and other liabilities ( 4,764 ) —

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 9 – Derivative Instruments and Hedging (continued)

The following table presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:

1 unchanged sentence

in OCI on derivative

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

for the nine months ended September 30, Location of (gain)/ loss reclassified from

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

Accumulated OCI into income

for the six months ended June 30,

for the nine months ended September 30,

(amounts in thousands) 2024 2023 (amounts in thousands) 2024 2023

Interest Rate Swaps $ 2,168 $ ( 9,364 ) Interest Expense $ ( 8,657 ) $ ( 12,919 )

During the next twelve months, we estimate that $ 3.7 million will be reclassified from Accumulated other comprehensive income (loss) as a decrease to interest expense.

During the next twelve months, we estimate that $ 0.4 million will be reclassified from Accumulated other comprehensive income (loss) as a decrease to interest expense related to the 2023 Swap.

This estimate may be subject to change as the underlying SOFR changes.

On October 3, 2024, we terminated the 2024 Swaps and will reclassify $ 4.4 million from Accumulated other comprehensive income (loss) as an increase to early debt termination expense.

Subsequent Events for additional information.

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

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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

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

Note 10 - Deferred Revenue from Membership Upgrade Sales and Deferred Commission Expense

1 unchanged sentence

(amounts in thousands)

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

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

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

21 unchanged sentences

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.

The 2024 Plan authorizes grants of options, restricted stock, and other forms of equity-based compensation, subject

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11 – Equity Incentive Awards (continued)

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.

2 unchanged sentences

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

Stock-based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $ 1.5 million and $ 1.8 million for the quarters ended September 30, 2024 and 2023, respectively, and $ 5.0 million and $ 12.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Stock-based compensation expense of $ 12.9 million for the nine months ended September 30, 2023 includes accelerated vesting of stock-based compensation expense of $ 6.3 million recognized during the quarter ended June 30, 2023, as a result of the passing of a member of our Board of Directors.

Note 12 – Commitments and Contingencies

13 unchanged sentences

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

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.

As of September 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 13 - Reportable Segments

3 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 or six months ended June 30, 2024 or 2023.

All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters or nine months ended September 30, 2024 or 2023.

Equity LifeStyle Properties, Inc.

1 unchanged sentence

Note 13 – 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

The following tables summarize our segment financial information for the quarters and nine months ended September 30, 2024 and 2023:

Quarter Ended September 30, 2024

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 48,528 ) ( 2,406 ) ( 50,934 )

Loss on sale of real estate and impairment, net ( 1,798 ) — ( 1,798 )

Income from operations $ 125,677 $ 874 $ 126,551

7 unchanged sentences

Equity in income of unconsolidated joint ventures 5,874

Early debt retirement ( 30 )

Consolidated net income $ 86,863

1 unchanged sentence

Capital improvements $ 55,690 $ 2,708 $ 58,398

Quarter Ended June 30, 2023

Quarter Ended September 30, 2023

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 48,242 ) ( 2,726 ) ( 50,968 )

Loss on sale of real estate and impairment, net ( 949 ) — ( 949 )

Income from operations $ 120,110 $ 2,364 $ 122,474

6 unchanged sentences

Equity in income of unconsolidated joint ventures 661

Early debt retirement ( 68 )

Consolidated net income $ 80,741

4 unchanged sentences

Note 13 – Reportable Segments (continued)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(amounts in thousands) Property

6 unchanged sentences

Depreciation and amortization ( 145,920 ) ( 7,466 ) ( 153,386 )

Loss on sale of real estate and impairment, net ( 1,798 ) — ( 1,798 )

Income from operations $ 385,997 $ 4,312 $ 390,309

8 unchanged sentences

Equity in income of unconsolidated joint ventures 6,736

Early debt retirement ( 30 )

Consolidated net income $ 284,261

1 unchanged sentence

Capital improvements $ 165,791 $ 9,838 $ 175,629

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(amounts in thousands) Property

15 unchanged sentences

Equity in income of unconsolidated joint ventures 2,158

Early debt retirement ( 68 )

Consolidated net income $ 233,249

4 unchanged sentences

Note 13 – 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,

The following table summarizes our financial information for the Property Operations segment for the quarters and nine months ended September 30, 2024 and 2023:

Quarters Ended September 30, Nine Months Ended September 30,

(amounts in thousands) 2024 2023 2024 2023

13 unchanged sentences

Income from property operations segment $ 174,087 $ 167,664 $ 528,354 $ 503,557

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,

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

Quarters Ended September 30, Nine Months Ended September 30,

(amounts in thousands) 2024 2023 2024 2023

12 unchanged sentences

Note 14 – Subsequent Events

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.

In October 2024, we sold approximately 4.5 million shares of our common stock at a price of $ 70.00 from our at-the-market (“ATM”) offering program.

The net proceeds of $ 314.2 million were used to repay our $ 300.0 million unsecured term loan and to terminate the interest rate swaps, which fixed the interest rate of the term loan at 6.05 % until maturity in April 2026.

The total expense to terminate the swaps and write off unamortized loan costs is $ 5.8 million.

Following Hurricane Milton, which made landfall on October 9, 2024, we have continued cleanup efforts at impacted properties.

We believe that we have adequate insurance, subject to deductibles, including business interruption coverage, and at this time, we do not believe that Hurricane Milton will have a significant adverse impact on our results of operations or our financial condition on a consolidated basis.

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