What changed in this filing

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Item 1. Business

2025-02-25 compared with 2024-02-22 · 90 added, 113 removed, 254 unchanged (44% of the section changed)

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Equity LifeStyle Properties, Inc.

(“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our”.

(“ELS”, or the “Company”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our”.

We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas.

We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969.

Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust (“REIT”) for U.S.

Samuel Zell served as Chairman of our Board of Directors from the Company’s initial public offering until his passing in May 2023.

Zell is recognized as a founder of the modern real estate investment trust (“REIT”) industry.

Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a REIT for U.S.

federal income tax purposes.

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Our portfolio is geographically diversified across highly desirable locations near retirement and vacation destinations and urban areas across the United States.

We have more than 110 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States.

Our Properties generally attract retirees, vacationing families, second homeowners and first-time homebuyers by providing a community experience and a lower-cost home ownership alternative.

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We are the general partner of the Operating Partnership.

We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership.

We contributed the proceeds from our various equity offerings to the Operating Partnership.

In exchange for these contributions, we received units of common interests in the partnership (“OP Units”) equal to the number of shares of common stock that have been issued in such equity offerings.

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• Efficiently managing the Properties to add value, grow occupancy, maintain competitive market rents and control expenses;

• Incorporating environmental, social and governance (“ESG”) considerations into our business and ensuring sustainability is embedded in our business operations;

• Incorporating sustainability considerations into our business and ensuring sustainability is embedded in our business operations;

• Achieving growth and increasing property values through strategic expansion and, where appropriate, renovation of the Properties;

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Over the last decade, we have continued to increase the number of Properties in our portfolio (including joint venture Properties), from approximately 384 Properties with over 143,000 Sites to 452 Properties with approximately 173,200 Sites as of December 31, 2024.

During the year ended December 31, 2023, we acquired one RV community.

We also acquired two land parcels adjacent to certain Properties consisting of approximately two developable acres.

We continually review the Properties in our portfolio to ensure we are delivering on our business and customer service objectives.

Over the last five years, we redeployed capital to Properties in markets we believe have greater long-term potential and sold five all-age MH communities located in Indiana and Michigan that were not aligned with our long-term goals.

We are actively seeking to acquire and at any given time are engaged in various stages of negotiations relating to the possible acquisition of additional properties, which may include outstanding contracts to acquire properties that are subject to the satisfactory completion of our due diligence review.

We believe there continues to be opportunities for property acquisitions.

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We utilize market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which we expect to expand our operations.

Acquisitions will be financed with the most efficient available sources of capital, which may include undistributed Funds from Operations (“FFO”), issuance of additional equity securities, including under an at-the-market (“ATM”) equity offering program that we expect to put in place shortly, sales of investments and collateralized and uncollateralized borrowings, including our existing line of credit.

Acquisitions will be financed with the most efficient available sources of capital, which may include undistributed Funds from Operations (“FFO”), collateralized and uncollateralized borrowings, including our existing line of credit, issuance of additional equity securities, including under an at-the-market (“ATM”) equity offering program, and sales of investments.

In addition, we have acquired and expect to acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties.

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Complementing the field management staff are approximately 500 full-time employees in our home and regional offices who assist in all functions related to the management of our Properties.

For more information on our human capital management, please see the section below on our Sustainability Strategy.

Sustainability Strategy

ELS’ commitment to sustainability takes a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct.

We understand the value of continuing to focus on sustainable practices and the highest standard of business ethics and practices, as they are critical to our overall success and building long-term stakeholder value.

With a dedicated sustainability team, we are committed to incorporating ESG principles into our business operations in collaboration with department heads.

Our Environmental, Social and Governance Taskforce (“ESG Taskforce”) supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “ESG Matters”).

Led by the Sustainability team and overseen by our Executive Vice President and Chief Operating Officer, the ESG Taskforce is comprised of a cross-functional team of employees.

The ESG Taskforce reports on ESG Matters to the Compensation, Nominating and Corporate Governance Committee of the Board of Directors and senior management.

The Compensation, Nominating and Corporate Governance Committee is responsible for the review of our ESG strategy, initiatives and policies.

Additionally, the Audit Committee of the Board of

Directors is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human capital, climate, cyber security and other ESG risks.

The Strategic Planning Committee further assists the Board in assessing ESG strategies.

Quarterly committee meetings with the Board include educational briefings from management regarding a wide variety of strategic initiatives, including ESG-related matters.

At ELS, sustainability is at the core of Our Nature through Uniting People, Places & Purpose.

Team Members.

With a culture of recognition and reputation for excellence, our employees are empowered to take ownership in their jobs and make a difference.

ELS is a place where talent is recognized and internal growth is promoted, making it an ideal organization in which to develop a long and successful career.

We are committed to attracting and retaining a diverse workforce and to providing a safe and inclusive environment where our team members are encouraged to demonstrate their unique skill sets and bring a personal touch to their work.

We are committed to maintaining workplaces free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law.

We value the many contributions of a diverse workforce and understand that diverse backgrounds bring diverse perspectives, resulting in unique insights.

Our Diversity Council is a cross-functional team formed to help guide and support the Company's ongoing commitment to diversity, equity and inclusion practices for employees, candidates and customers.

We provide equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act.

As of December 31, 2024, more than 50% of our workforce self-identified as female and more than 50% of our management positions are held by individuals self-identifying as female.

To attract diverse applicants, we partner with third parties and post openings to a wide variety of job boards.

We also have an annual internship program designed to, among other things, create a pipeline of qualified candidates for positions within the Company and to attract diverse candidates.

To enhance our external pool of talent, we partner with third parties and post openings to a wide variety of job boards.

We also have an annual internship program designed to, among other things, create a pipeline of qualified candidates prepared for entry-level positions within the Company.

We recognize the importance of experienced leadership and as of December 31, 2024, the average tenure for the executive team was 19 years.

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Each employee is assigned a safety-related training curriculum tailored to their job responsibilities.

All employees are encouraged to report any conditions in their workplace that raise health or safety concerns without fear of retaliation.

employees are encouraged to report any conditions in their workplace that raise health or safety concerns without fear of retaliation, which can be done via our confidential hotline.

We also have a confidential multi-lingual Alertline available for all employees to report Ethics and Compliance concerns.

ELS is a place where talent is recognized and internal growth is promoted.

In addition to foundational safety and compliance training, team members participate in virtual and in-person learning experiences including formal new employee and manager development programs, a formal mentorship program, a “Knowledge Power Day” program providing office-based employees an opportunity to be fully immersed in the day-to-day operations at our communities, customer experience training focused on varying elements that support our values for property team members and diversity, equity and inclusion programs to support the sense of belonging, awareness and connection at ELS.

In addition to foundational safety and compliance training, team members participate in virtual and in-person learning experiences including formal new employee and manager development programs, a formal mentorship program, a “Knowledge Power Day” program providing office-based employees an opportunity to be fully immersed in the day-to-day operations at our communities, customer experience training focused on varying elements that support our values for property team members and programs to support the sense of belonging, awareness and connection at ELS.

We conduct annual performance, career development and compensation reviews for all employees to reward our employees based on merit and their contributions.

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We look forward to inviting employees to participate in additional pulse surveys annually with focus on engagement and the overall employee experience.

Residents & Guests:

ELS works to create a comfortable and welcoming environment for everyone – residents, guests and employees.

With a culture of recognition and reputation for excellence, ELS teammates are empowered to take ownership in their jobs and help our customers create lasting memories.

Our dedicated on-site management teams are encouraged to be ambassadors of their communities and are committed to consistently delivering an exceptional experience for our residents and guests.

Hearing directly from our customers is critical, and the number of platforms through which our

customers can contact us continues to grow.

This customer feedback helps us to make informed business decisions focusing on the safety and health of our residents, guests and employees, while ensuring a positive experience for all.

ELS believes in supporting the communities we operate as well as the greater communities in which we live, work and play.

In order to maximize our efforts at giving back, we leverage a multi-pronged approach to delivering on this commitment, which includes a focus on employee engagement, community giving, strategic sponsorship and nonprofit impact.

All benefits eligible employees can take paid time off annually to volunteer with a charitable organization of their choice.

Team members are encouraged to use this time to make a difference in their communities and utilized over 8,500 Community Impact hours during the year ended December 31, 2023.

Making a positive impact in the greater communities in which we operate not only helps us make a difference in the lives of others, but also enhances our knowledge of and connection to the people and places we serve.

Throughout our Properties across North America, we work to create a comfortable and welcoming environment for everyone – residents, guests and employees.

People helping people is the norm, and our Making a Difference in Our Communities program is designed to foster and support these acts of goodwill, generosity and neighborly care.

Our strategic sponsorships leverage our communities to give back.

Funded through the generosity of our employees and friends of ELS, ConsiderOthers is a 501(c)(3) non-profit charity that provides financial and other assistance to our residents and employees.

These acts of kindness enhance the bonds our customers have with each other and to our communities.

We are proud to help foster these efforts in our communities.

Our Properties are located where our customers aspire to be – where they want to live, work and grow, where they want to retire or raise their family and where they want to vacation and spend their valued leisure time.

We consider it a great responsibility to own and operate lifestyle-oriented properties among diverse landscapes and natural habitats and to ensure our properties remain desirable destinations for future generations.

We are committed to maintaining biodiversity across our portfolio and operating assets that are connected to their local and natural environments.

Sustainability Strategy

ELS’ commitment to sustainability embraces a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct.

With approximately 10,200 forested acres and 5,600 acres of wetland in our portfolio, we are committed to maintaining biodiversity across our portfolio and operating assets that are connected to their local and natural environments.

As a result, the consideration of environmental factors has always been part of our culture in the daily operation of our business.

With a dedicated sustainability team, we are committed to incorporating sustainability principles into our business operations in collaboration with department heads.

Our Sustainability Taskforce (the "Taskforce") supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “Sustainability matters”).

Led by the sustainability team and overseen by our Executive Vice President and Chief Operating Officer, the Taskforce is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal, human resources, tax and IT that assists Company management and the Board in:

• Setting general strategy and objectives relating to Sustainability matters;

• Developing, implementing and monitoring initiatives and policies based on that strategy;

• Overseeing communications with employees, investors and stakeholders with respect to Sustainability matters;

• Monitoring and assessing risks and opportunities relating to, and improving the Company's understanding of, Sustainability matters.

On a quarterly basis, the Taskforce reports on Sustainability matters to the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") of the Board of Directors.

The Compensation Committee is responsible for the review of our sustainability strategy and initiatives.

The Strategic Planning Committee of the Board of Directors further assists the Board in assessing sustainability strategies.

Quarterly committee meetings with the Board include briefings from management regarding a wide variety of strategic initiatives, including Sustainability matters.

As Sustainability is a key strategic area at ELS, Sustainability achievements are included as a metric of consideration in the executive discretionary bonuses, of which payment is at the discretion of the Compensation Committee.

Additionally, the Audit Committee of the Board of Directors is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human capital, climate, cyber security and other sustainability risks.

At ELS, sustainability is at the core of Our Nature through Uniting People, Places & Purpose.

Environmental Sustainability

Our Nature is reflected in Our Places that demonstrate our environmental commitment within and beyond our property boundaries.

Our Journey at ELS encompasses a three-part strategy to manage our impact, while also focusing on how we can provide environmental benefit beyond our own operations.

Our focus is on reducing operational impact, enabling customer impact and enhancing positive impact.

Underpinning Our Journey is a practice of continual innovation.

We aim to reduce emissions from our operations through our investments in resource conservation, efficiency and renewable energy programs.

We enable customer conservation and efficiency by providing recycling and composting offerings, promoting water and energy reduction through education and technology and pursuing community-level certifications and procuring ENERGY STAR® certified homes to save our residents money and energy.

Reducing Operational Impact

Resource Conservation and Efficiency Programs:

We aim to reduce emissions from our operations through our investments in resource conservation and efficiency.

Renewable Energy:

We seek to utilize on-site renewable energy.

Enabling Customer Impact

Customer Impact:

We enable customer conservation and efficiency by providing recycling and composting offerings;

promoting water reduction through education and technology;

and pursuing community-level certifications and procuring ENERGY STAR® certified homes to save our residents money and energy.

Enhancing Positive Impact

Protecting Biodiversity & Providing Outdoor Access:

We are committed to preserving biodiversity within our portfolio and providing outdoor access to our guests and residents.

Our natural capital both within our properties and beyond through our collaboration with American Forests has positive climate benefits.

At ELS, we are taking steps to reduce our carbon footprint and our impact on the environment, including energy management, water management and waste management.

Our environmental metrics consist primarily of the impact of our customers on our properties as well as ELS operational impacts.

We have designed our strategy to reduce ELS’ impact and promote the benefits of our properties, while enabling our customers to share in this journey with us.

Lloyd's Register Quality Assurance ("LRQA") was retained to provide independent assurance of our 2022 environmental metrics to a limited level of assurance and materiality.

At ELS, we focus on operating sustainable communities for our guests and residents to enjoy and believe community-level certifications provide the best representation of our sustainable business practices on our properties.

Our focus extends beyond efficient buildings to sustainable communities through the National Association of RV Parks & Campgrounds ("ARVC")’s Plan-It Green Friendly Park Program for our RV communities and state-level Clean Marina designations.

Both programs provide external validation and recognition of our communities’ implementation of best practices to promote a more sustainable operation.

We are committed to maintaining biodiversity across our portfolio and creating assets that are connected to their natural and local environments.

The Manufactured Housing Institute ("MHI") recognized Colony Cove in Ellenton, FL with its 2023 Leadership in Sustainability Award for planting more than 4,000 trees on a 1.5-acre peninsula in the community, creating a beneficial microforest.

The annual MHI awards recognize communities that deliver extraordinary resident experiences due to their all-around excellence in operations, professionalism, amenities and community involvement.

It is of the utmost importance to us that we maintain the highest level of ethical standards in our processes, customs and policies.

Whether we are working with customers or vendors, our actions are guided by a clear set of established principles.

We hold ourselves accountable for ethical business practices.

All facets of ELS, employees, management and our Board of Directors, are expected to act with honesty, integrity, fairness and respect.

To support this culture, all team members

receive annual compliance training focused on compliant and ethical interactions with peers, residents, guests, vendors and others in our communities and offices.

Our Board of Directors recognizes that corporate governance is a developing and dynamic area warranting periodic review.

Policies are in place and reviewed on an annual basis to support this purpose.

All publicly available policies are reviewed and approved by senior management.

To help employees report potential misconduct, we have a confidential multi-lingual Alertline for reporting Ethics and Compliance concerns and a confidential hotline for all employees to report workplace health and safety concerns.

We have a stakeholder engagement approach that enables us to understand our stakeholders’ perceptions and concerns, encourages regular dialogue and leverages industry frameworks to communicate our ESG impacts.

Our 2022 Sustainability Report references the Global Reporting Initiative ("GRI"), Sustainability Accounting Standards Board ("SASB") and Task Force on Climate-related Financial Disclosures ("TCFD") frameworks.

Further information on our sustainability strategy and ESG efforts can be found on our website at https://www.equitylifestyleproperties.com/sustainability.

Social Responsibility

We are in the business of building community, and we understand the importance of extending those efforts beyond our individual property lines.

Residents & Guests

We work to create a comfortable and welcoming environment for everyone – residents, guests and team members.

With a culture of recognition and reputation for excellence, our team members are empowered to take ownership in their jobs and help our customers create lasting memories.

Our dedicated on-site management teams are encouraged to be ambassadors of their communities and are committed to consistently delivering an exceptional experience for our residents and guests.

We believe in supporting the communities where we operate as well as the greater communities in which we live, work and play.

To maximize our efforts at giving back, we leverage a multi-pronged approach to delivering on this commitment, which includes a focus on employee engagement, community giving, strategic sponsorship and nonprofit impact.

We recognize that our success is driven by our employees.

Our full-time, part-time and seasonal team members are dedicated to carrying out our operating philosophy and focused on delivering an exceptional customer experience for our residents and guests.

Our People and Culture (Human Resources) team plays an active role in guiding our team members to success, from the moment they apply and throughout their journey with the Company.

Our Talent Acquisition team identifies top talent, guides prospective employees to the right career opportunity and ensures an equitable hiring process.

Once employed, our Learning and Development and Talent Management teams continue to support and develop our employees within a professional and community-oriented culture.

Corporate Governance

It is of the utmost importance to the Company that we maintain the highest level of ethical standards in our processes, customs, and policies.

Whether we are working with customers or vendors, we guide our actions with a clear set of established principles, and we hold ourselves accountable for ethical business practices.

We expect all employees, officers, members of management, and directors to act with honesty, integrity, fairness, and respect.

Our Nature is to empower our teammates to take ownership in their jobs, to use good judgement and to do what is right for our customers and the Company.

Good judgment based upon an understanding of the laws, regulations and principles of ethics is the best safeguard against improper or unethical conduct.

Information on our sustainability practices can be found in our 2023-24 Sustainability Report published in November 2024, which references the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.

The Sustainability Report also includes information on our environmental performance and methodology for energy, greenhouse gas emissions and water metrics.

These reports and other sustainability policies and collaborations are available at www.equitylifestyleproperties.com/sustainability.

The information on our internet site is not part of, nor incorporated into, this annual report on Form 10-K.

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In addition, members are eligible to upgrade their subscriptions, which increase usage rights during the membership term.

Each membership upgrade requires a non-refundable upfront payment, for which we offer financing options to eligible members.

Certain membership upgrades require a non-refundable upfront payment, for which we offer financing options to eligible members.

Most of the subscription contracts provide for an annual dues increase, usually based on increases in the CPI.

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Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2025.

We have a $125.0 million per occurrence limit with respect to our

MH and RV all-risk property insurance program, which includes approximately $50.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes.

We have a $125.0 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes approximately $75.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes.

The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0 million aggregate loss limit for earthquake(s) in California.

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At certain Properties, state and local rent control laws dictate the structure of rent increases and in some cases, outline the ability to recover the costs of capital improvements.

Enactment of such laws has been considered at various times in other jurisdictions.

Enactment of such laws has been considered at

various times in other jurisdictions.

We presently expect to continue to maintain Properties and may purchase additional properties in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.

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• Customer Base :

We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors:

(i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us and (iv) moving a factory-built home from one property to another involves substantial cost and effort.

We believe that our properties tend to achieve and maintain a stable rate of occupancy due to the following factors:

(i) customers typically own their own homes and display pride of ownership in maintenance and upkeep of their homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us and (iv) moving a factory-built home from one property to another involves substantial cost and effort.

• Lifestyle Choice :

There are currently over 1 million RV camp sites in privately owned RV parks and campgrounds in the United States per the National Association of RV Parks and Campgrounds (“ARVC”).

According to the Recreational Vehicle Industry Association (the “RVIA”) in 2021, RV ownership has reached record levels.

More than 11.2 million households now own an RV, a 26% increase since 2011 and a 62% increase since 2001.

RV ownership is split almost equally between those over and under the age of 55, with significant growth among 18 to 34 year-olds, who now make up 22% of the market.

The 73 million people born in the United States from 1946 to 1964, or “baby boomers,” make up one of the largest and fastest growing segments in this market.

According to the RVIA, data

suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or millennials and Gen Z, over the coming years.

The consumers most likely to purchase RVs, according to a study conducted with Nielsen in 2016 by Go RVing, a coalition of RV industry trade groups, are families searching for adventures, individuals looking for locations with natural beauty and opportunities for outdoor sports and recreation and kid-free adult adventurers enjoying the freedom, convenience and low-cost options of RVs.

Ownership is spread widely not only across age levels but also across genders, as well as household income and education.

According to “The 2023 North American Camping Report”, the use of RVs as a primary camping accommodation by campers increased 29.3% from 2019 to 2022.

In 2022, 15 million households went RVing at some point, including the more than 11.2 million RV owners.

The RV industry is experiencing strong demand, outpacing available infrastructure and creating significant growth opportunities.

While more than 8 million households currently own an RV, there are only 1 million privately-owned RV campsites across the U.S.

according to the National Association of RV Parks and Campgrounds, underscoring a gap between supply and demand.

This imbalance is set to grow, as 16.9 million households express interest in purchasing an RV within the next five years according to the Recreational Vehicle Industry Association's 2025 Go RVing RV Owner Demographic Profile.

RV ownership spans diverse demographics, including various age groups, with a shift towards younger, diverse families, including a growing number of RV intenders being in the 35-54 age group (46%) and more families with children under 18 joining the lifestyle.

Additionally, camping remains a key driver of demand, with 81.1 million Americans camping in 2024 (The Dyrt’s 2025 Camping Report).

According to the U.S.

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We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle.

Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment.

Our Properties offer an appealing amenity package, close proximity to local services, social activities,

low maintenance and a secure environment.

In fact, many of our Properties allow for this cycle to occur within a single Property.

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Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:

Manufacturers quote production volume in terms of shipments, which can represent one section of a home or an entire home.

According to statistics compiled by the U.S.

Census Bureau, 2023 shipments of manufactured homes to dealers were closer to pre-pandemic levels with 89,200 shipments.

2022 shipments of manufactured homes to dealers appeared to be the highest in over a decade, marking the first time that shipments exceeded over 100,000 for two consecutive years.

According to the RVIA, wholesale shipments of RVs for 2023 ended with 313,174 shipments.

2021 and 2022 represented two of the three highest years in terms of RV shipments.

Census Bureau, 2024 and 2023 shipments of manufactured homes were closer to pre-pandemic levels.

2022 shipments of manufactured homes appeared to be the highest in over a decade, marking the first time that shipments exceeded over 100,000 for two consecutive years.

According to the RVIA, wholesale shipments of RVs for 2024 ended with 333,733 shipments, a modest increase from 313,174 in 2023.

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Legislation enacted in 2008 and effective in 2010, known as the SAFE Act (Secure and Fair Enforcement for Mortgage Licensing Act) requires community owners interested in providing financing to buyers of manufactured homes to register as mortgage loan originators in states where they engage in such financing.

In comparison to financing available to buyers of site-

built homes, the few third-party financing sources available to buyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities and loan approval is subject to more stringent underwriting criteria.

In comparison to financing available to buyers of site-built homes, the few third-party financing sources available to buyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities and loan approval is subject to more stringent underwriting criteria.

Risk Factors and our consolidated financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.

Under the existing administration, the Federal Housing Finance Agency (the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, has focused on equitable access to affordable and sustainable housing.

In 2017, the FHFA published the Underserved Markets Plans for 2018-2020 (the “GSE Plans”) under the Duty-To-Serve (“DTS”) provisions mandated by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008.

The GSEs subsequently added a 2021 Plan as a one-year extension and have since published their current 2022-2024 Plans.

The FHFA mandate requires the GSE Plans to address leadership in developing loan products and flexible underwriting guidelines in underserved markets to facilitate a secondary market for mortgages on manufactured homes titled as real property or personal property, blanket loans for certain categories of manufactured housing communities, preserving the affordability of housing for renters and homebuyers, and housing in rural markets.

While the FHFA and the current GSE 2022-24 DTS Plans may have a positive impact on the ability of our customers to obtain chattel financing, the actual impact on us, as well as the industry, cannot be determined at this time.

The Federal Housing Finance Agency (the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, focuses on equitable access to affordable and sustainable housing.

Since 2017, the FHFA has developed programs for the GSEs that address leadership in developing loan products and flexible underwriting guidelines in underserved markets to facilitate a secondary market for mortgages on manufactured homes titled as real property or personal property, blanket loans for certain categories of manufactured housing communities, preserving the affordability of housing for renters and homebuyers, and housing in rural markets.

While the FHFA and the current programs may have a positive impact on the ability of our customers to obtain chattel loan financing, the impact on us as well as the industry cannot be determined at this time.

Available Information

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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-K

Item 1. Business