Item 1. Financial Statements
Item 1. Financial Statements
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
June 30, 2026 December 31, 2025
(unaudited)
Assets
Investment in real estate:
Land $ 2,104,661 $ 2,088,174
Land improvements 4,927,773 4,784,223
Buildings and other depreciable property 1,380,544 1,306,317
8,412,978 8,178,714
Accumulated depreciation ( 2,941,941 ) ( 2,838,344 )
Net investment in real estate 5,471,037 5,340,370
Cash and restricted cash 35,629 26,132
Notes receivable, net 31,003 93,358
Investment in unconsolidated joint ventures 40,304 85,041
Deferred commission expense 57,374 58,149
Other assets, net 165,328 142,343
Total Assets $ 5,800,675 $ 5,745,393
Liabilities and Equity
Liabilities:
Mortgage notes payable, net $ 2,747,378 $ 2,779,158
Term loans, net 437,863 437,455
Unsecured line of credit 127,500 105,000
Accounts payable and other liabilities 182,135 152,536
Deferred membership revenue
217,419 221,498
Accrued interest payable 10,889 11,333
Rents and other customer payments received in advance and security deposits 152,166 120,441
Distributions payable 108,720 103,146
Total Liabilities 3,984,070 3,930,567
Equity:
Stockholders’ Equity:
Preferred stock, $ 0.01 par value, 10,000,000 shares authorized as of June 30, 2026 and December 31, 2025; none issued and outstanding.
— —
Common stock, $ 0.01 par value, 600,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 193,972,195 and 193,835,561 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
1,988 1,988
Paid-in capital 1,984,545 1,981,540
Distributions in excess of accumulated earnings ( 231,263 ) ( 225,045 )
Accumulated other comprehensive income/(loss) 2,900 ( 2,208 )
Total Stockholders’ Equity 1,758,170 1,756,275
Non-controlling interests – Common OP Units 58,435 58,551
Total Equity 1,816,605 1,814,826
Total Liabilities and Equity $ 5,800,675 $ 5,745,393
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
(unaudited)
Quarters Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Rental income $ 330,430 $ 313,287 $ 669,476 $ 640,493
Annual membership subscriptions 18,819 16,902 37,118 33,244
Membership upgrade revenue 3,120 3,120 6,240 6,172
Other income 15,252 16,473 29,348 32,028
Gross revenues from home sales, brokered resales and ancillary services 22,805 22,798 41,901 43,721
Interest income 1,580 2,202 3,771 4,440
Income from other investments, net 5,809 2,084 7,583 4,102
Total revenues 397,815 376,866 795,437 764,200
Expenses:
Property operating and maintenance 132,267 127,845 253,307 246,411
Real estate taxes 21,826 21,845 43,926 43,488
Membership sales and marketing 4,551 4,062 8,388 7,993
Property management 21,845 20,723 40,516 41,153
Depreciation and amortization 53,637 52,649 106,773 103,591
Cost of home sales, brokered resales and ancillary services 16,903 16,476 30,503 30,168
Home selling expenses and ancillary operating expenses 7,618 6,988 14,441 13,156
General and administrative 11,872 10,455 22,973 19,694
Casualty-related charges/(recoveries), net ( 7,094 ) ( 541 ) ( 7,026 ) ( 324 )
Other expenses 1,209 ( 59 ) 2,442 1,819
Interest and related amortization 33,824 32,200 67,469 63,336
Total expenses 298,458 292,643 583,712 570,485
Income before other items 99,357 84,223 211,725 193,715
Gain /(Loss) on sale of real estate and impairment, net ( 507 ) ( 683 ) ( 507 ) ( 683 )
Equity in income/(loss) of unconsolidated joint ventures 668 ( 47 ) ( 209 ) 4,854
Consolidated net income 99,518 83,493 211,009 197,886
Income allocated to non-controlling interests – Common OP Units ( 3,194 ) ( 3,777 ) ( 6,781 ) ( 8,978 )
Redeemable perpetual preferred stock dividends ( 8 ) ( 8 ) ( 8 ) ( 8 )
Net income available for Common Stockholders $ 96,316 $ 79,708 $ 204,220 $ 188,900
Consolidated net income $ 99,518 $ 83,493 $ 211,009 $ 197,886
Other comprehensive income/(loss):
Adjustment for fair market value of swaps 2,956 ( 2,684 ) 5,108 ( 4,313 )
Consolidated comprehensive income 102,474 80,809 216,117 193,573
Comprehensive income allocated to non-controlling interests – Common OP Units ( 3,290 ) ( 3,656 ) ( 6,946 ) ( 8,783 )
Redeemable perpetual preferred stock dividends ( 8 ) ( 8 ) ( 8 ) ( 8 )
Comprehensive income attributable to Common Stockholders $ 99,176 $ 77,145 $ 209,163 $ 184,782
Earnings per Common Share – Basic $ 0.50 $ 0.42 $ 1.05 $ 0.99
Earnings per Common Share – Fully Diluted $ 0.50 $ 0.42 $ 1.05 $ 0.99
Weighted average Common Shares outstanding – Basic 193,727 190,992 193,702 190,958
Weighted average Common Shares outstanding – Fully Diluted 200,209 200,095 200,193 200,084
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interests – Common OP Units Total Equity
Balance as of December 31, 2025 $ 1,988 $ 1,981,540 $ — $ ( 225,045 ) $ ( 2,208 ) $ 58,551 $ 1,814,826
Exchange of Common OP Units for Common Stock — 22 — — — ( 22 ) —
Issuance of Common Stock through employee stock purchase plan — 375 — — — — 375
Compensation expenses related to restricted stock and stock options — 2,148 — — — — 2,148
Repurchase of Common Stock or Common OP Units — ( 1,929 ) — — — — ( 1,929 )
Adjustment for Common OP Unitholders in the Operating Partnership — ( 62 ) — — — 62 —
Adjustment for fair market value of swaps — — — — 2,152 — 2,152
Consolidated net income — — — 107,904 — 3,587 111,491
Distributions — — — ( 105,208 ) — ( 3,496 ) ( 108,704 )
Other — ( 70 ) — — — — ( 70 )
Balance as of March 31, 2026 $ 1,988 $ 1,982,024 $ — $ ( 222,349 ) $ ( 56 ) $ 58,682 $ 1,820,289
Exchange of Common OP Units for Common Stock — 118 — — — ( 118 ) —
Issuance of Common Stock through employee stock purchase plan — 602 — — — — 602
Compensation expenses related to restricted stock and stock options — 2,187 — — — — 2,187
Adjustment for Common OP Unitholders in the Operating Partnership — ( 168 ) — — — 168 —
Adjustment for fair market value of swaps — — — — 2,956 — 2,956
Consolidated net income — — 8 96,316 — 3,194 99,518
Distributions — — ( 8 ) ( 105,230 ) — ( 3,491 ) ( 108,729 )
Other — ( 218 ) — — — — ( 218 )
Balance as of June 30, 2026 $ 1,988 $ 1,984,545 $ — $ ( 231,263 ) $ 2,900 $ 58,435 $ 1,816,605
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
Common Stock Paid-in Capital Redeemable Perpetual Preferred Stock Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interests – Common OP Units Total Equity
Balance as of December 31, 2024 $ 1,962 $ 1,951,430 $ — $ ( 214,979 ) $ 2,303 $ 83,070 $ 1,823,786
Issuance of Common Stock through employee stock purchase plan — 391 — — — — 391
Compensation expenses related to restricted stock and stock options — 1,771 — — — — 1,771
Repurchase of Common Stock or Common OP Units — ( 2,258 ) — — — — ( 2,258 )
Adjustment for Common OP Unitholders in the Operating Partnership — 118 — — — ( 118 ) —
Adjustment for fair market value of swaps — — — — ( 1,629 ) — ( 1,629 )
Consolidated net income — — — 109,192 — 5,201 114,393
Distributions — — — ( 98,439 ) — ( 4,689 ) ( 103,128 )
Other — ( 61 ) — — — — ( 61 )
Balance as of March 31, 2025 $ 1,962 $ 1,951,391 $ — $ ( 204,226 ) $ 674 $ 83,464 $ 1,833,265
Exchange of Common OP Units for Common Stock — 396 — — — ( 397 ) ( 1 )
Issuance of Common Stock through employee stock purchase plan — 355 — — — — 355
Compensation expenses related to restricted stock and stock options — 1,812 — — — — 1,812
Adjustment for Common OP Unitholders in the Operating Partnership — 40 — — — ( 40 ) —
Adjustment for fair market value of swaps — — — — ( 2,684 ) — ( 2,684 )
Consolidated net income — — 8 79,708 — 3,777 83,493
Distributions — — ( 8 ) ( 98,474 ) — ( 4,666 ) ( 103,148 )
Other — ( 140 ) — — — — ( 140 )
Balance as of June 30, 2025 $ 1,962 $ 1,953,854 $ — $ ( 222,992 ) $ ( 2,010 ) $ 82,138 $ 1,812,952
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)
Six Months Ended June 30,
2026 2025
Cash Flows From Operating Activities:
Consolidated net income $ 211,009 $ 197,886
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
(Gain)/Loss on sale of real estate and impairment, net 507 683
Depreciation and amortization 109,092 106,044
Amortization of loan costs 2,659 2,481
Equity in (income)/loss of unconsolidated joint ventures 209 ( 4,854 )
Distributions of income from unconsolidated joint ventures 211 147
Proceeds from insurance claims, net ( 9,190 ) ( 405 )
Compensation expense related to incentive plans 4,335 5,009
Revenue recognized from membership upgrade sales upfront payments ( 7,456 ) ( 6,572 )
Commission expense related to memberships sales 3,383 2,271
Changes in assets and liabilities:
Manufactured homes, net ( 30,543 ) ( 17,055 )
Notes receivable, net 5,949 6,498
Deferred commission expense ( 2,608 ) ( 3,603 )
Other assets, net ( 8,469 ) ( 2,880 )
Accounts payable and other liabilities 30,772 8,123
Deferred membership revenue
3,377 5,346
Rents and other customer payments received in advance and security deposits 28,933 25,558
Net cash provided by operating activities 342,170 324,677
Cash Flows From Investing Activities:
Real estate acquisitions, net of cash acquired ( 1,344 ) —
Investment in unconsolidated joint ventures ( 292 ) ( 8,904 )
Distributions of capital from unconsolidated joint ventures 2,127 8,389
Proceeds from insurance claims, net — 4,411
Issuance of notes receivable — ( 56,110 )
Capital improvements ( 109,459 ) ( 104,659 )
Net cash used in investing activities ( 108,968 ) ( 156,873 )
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(amounts in thousands)
(unaudited)
Six Months Ended June 30,
2026 2025
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan 978 747
Distributions:
Common Stockholders ( 205,033 ) ( 189,669 )
Common OP Unitholders ( 6,818 ) ( 9,036 )
Preferred Stockholders ( 8 ) ( 8 )
Share based award tax withholding payments ( 1,929 ) ( 2,258 )
Principal payments and mortgage debt repayment ( 33,107 ) ( 119,455 )
Term loan proceeds — 150,000
Line of credit repayment ( 401,000 ) ( 526,000 )
Line of credit proceeds 423,500 539,000
Debt issuance and defeasance costs — ( 2,494 )
Other ( 288 ) ( 199 )
Net cash used in financing activities ( 223,705 ) ( 159,372 )
Net increase (decrease) in cash and restricted cash 9,497 8,432
Cash and restricted cash, beginning of period 26,132 24,576
Cash and restricted cash, end of period $ 35,629 $ 33,008
Six Months Ended June 30,
2026 2025
Supplemental Information:
Cash paid for interest, net $ 65,253 $ 63,598
Cash paid for the purchase of manufactured homes $ 46,945 $ 33,655
The accompanying notes are an integral part of the consolidated financial statements.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 – Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. (“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 provide our customers the opportunity to place manufactured homes and cottages, RVs and/or boats on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas (“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership. The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of 96.8 % as of June 30, 2026. The limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. Additionally, we have the power to direct the Operating Partnership’s activities and the obligation to absorb its losses or the right to receive its benefits. Accordingly, we are the primary beneficiary, and we have continued to consolidate the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest but with respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Intercompany balances and transactions have been eliminated. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to seasonal fluctuations, and accordingly, quarterly interim results may not be indicative of full year results.
Note 2 – Summary of Significant Accounting Policies
(a) Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. Leases with our customers are accounted for as operating leases. Rental income is accounted for in accordance with Accounting Standards Codification (ASC) 842, Leases , and is recognized over the term of the respective lease or the length of a customer’s stay. We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue as we meet the practical expedient criteria to combine these lease and non-lease components. We account for and present rental revenue and utility recoveries as a single component under Rental income in the Consolidated Statements of Income and Comprehensive Income as the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same. The change in allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income. Lease receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
Annual membership subscriptions and membership upgrades are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. Membership subscriptions provide our customers access to specific Properties for limited stays at a specified group of Properties. Upgraded memberships provide enhanced benefits for members in good standing, including longer stays, the ability to make earlier reservations, potential discounts on rental units, and potential access to additional properties. Beginning in the first quarter of 2025, membership upgrade product offerings include two - to four-year term subscription products. Prior to the introduction of subscription-based upgrade products, membership upgrades required non-refundable upfront payments, with an option to finance the upfront payments. Beginning in the first quarter of 2025, upfront
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
payment upgrade products and related financing options are no longer being offered by the Company, but members in good standing are entitled to enhanced benefits for as long as they choose to remain in the program.
Membership subscriptions, including subscription-based membership upgrades, are presented within Annual membership subscriptions in the Consolidated Statements of Income and Comprehensive Income. Payments for membership subscriptions are deferred and recognized on a straight-line basis over the period during which access to Sites at certain Properties is provided. Membership subscription receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. Non-refundable upfront payments on our legacy product offerings are recognized on a straight-line basis over 24 years and are presented within Membership upgrade revenue in the Consolidated Statements of Income and Comprehensive Income. Financed upgrade sales (also known as contract receivables) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
Revenue from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties. Financed home sales (also known as chattel loans) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.
(b) Restricted Cash
As of June 30, 2026 and December 31, 2025, restricted cash consisted of $ 24.1 million and $ 18.2 million, respectively, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.
(c) Fair Value of Financial Instruments
We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of notes receivable approximates the fair market value as the interest rates are generally comparable to current market rates. As of December 31, 2025, notes receivable included a $ 56.1 million term loan made to RVC Core, LLC, an equity method investment of the Company, which was secured by the underlying Properties within the joint venture. During the quarter ended June 30, 2026, the $ 56.1 million term loan was eliminated in consolidation upon the acquisition of the remaining 20 % ownership interest in RVC Core, LLC. Refer to Note 5. Investment in Real Estate.
The fair market value of mortgage notes payable, term loans and interest rate derivatives are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 7. Borrowing Arrangements and Note 8. Derivative Instruments and Hedging Activities .
We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions.
(d) Allowance for Credit Losses
We account for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for our financial assets, including receivables from tenants, receivables for annual membership subscriptions, notes receivable, contracts receivable and chattel loans, and present the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument,
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
that considers forecasts of future economic conditions in addition to information about past events and current conditions. Our allowance for credit losses was as follows:
For the Quarters Ended June 30,
For the Six Months Ended June 30,
(amounts in thousands):
2026 2025 2026 2025
Balance, beginning $ 19,432 $ 22,697 $ 20,064 $ 23,576
Provision for losses 1,820 1,809 3,696 3,501
Write-offs ( 2,423 ) ( 2,613 ) ( 4,931 ) ( 5,184 )
Balance, ending $ 18,829 $ 21,893 $ 18,829 $ 21,893
(e) Insurance Recoveries
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. 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 are recognized in the period in which the insurance proceeds are received.
During the quarter ended June 30, 2025, we recognized debris removal and cleanup costs related to hurricane events of $ 0.3 million, with $ 0.2 million of insurance recovery revenue accruals related to the expenses. During the quarters and six months ended June 30, 2026 and 2025, we also recognized $ 7.1 million and $ 0.6 million, respectively, of insurance recovery revenue in excess of expenses related to hurricane events. During the six months ended June 30, 2026 and 2025, we recognized debris removal and cleanup costs related to hurricane events of $ 0.1 million and $ 1.1 million, respectively, with $ 0.8 million of insurance recovery revenue accruals related to the expenses during the six months ended June 30, 2025. The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are presented in Casualty-related charges/(recoveries), net in the Consolidated Statements of Income and Comprehensive Income.
During the quarters ended June 30, 2026 and 2025, we recognized business interruption recovery revenue of $ 3.8 million and $ 2.2 million, respectively, related to Hurricane Ian. During the six months ended June 30, 2026 and 2025, we recognized business interruption recovery revenue of $ 3.8 million and $ 4.0 million, respectively, related to Hurricane Ian. Business interruption recovery revenue is presented in Income from other investments, net for the quarter and six months ended June 30, 2026 and within Other income for the quarter and six months ended June 30, 2025 in the Consolidated Statements of Income and Comprehensive Income.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3 – Earnings Per Common Share
Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each period. The following table sets forth the computation of basic and diluted earnings per share of common stock (“Common Share”):
For the Quarters Ended June 30,
For the Six Months Ended June 30,
(amounts in thousands, except per share data) 2026 2025 2026 2025
Numerators:
Net income available for Common Stockholders – Basic $ 96,316 $ 79,708 $ 204,220 $ 188,900
Amounts allocated to non-controlling interests (dilutive securities) 3,194 3,777 6,781 8,978
Net income available for Common Stockholders – Fully Diluted $ 99,510 $ 83,485 $ 211,001 $ 197,878
Denominators:
Weighted average Common Shares outstanding – Basic 193,727 190,992 193,702 190,958
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares 6,437 9,068 6,442 9,086
Stock options and restricted stock 45 35 49 40
Weighted average Common Shares outstanding and OP Units – Fully Diluted 200,209 200,095 200,193 200,084
Earnings per Common Share – Basic $ 0.50 $ 0.42 $ 1.05 $ 0.99
Earnings per Common Share – Fully Diluted $ 0.50 $ 0.42 $ 1.05 $ 0.99
Note 4 – Common Stock and Other Equity Related Transactions
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to Common Stockholders and the Operating Partnership unit (“OP Unit”) holders since January 1, 2025:
Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date
$ 0.5150 March 31, 2025 March 28, 2025 April 11, 2025
$ 0.5150 June 30, 2025 June 27, 2025 July 11, 2025
$ 0.5150 September 30, 2025 September 26, 2025 October 10, 2025
$ 0.5150 December 31, 2025 December 26, 2025 January 9, 2026
$ 0.5425 March 31, 2026 March 27, 2026 April 10, 2026
$ 0.5425 June 30, 2026 June 26, 2026 July 10, 2026
Exchanges
Subject to certain limitations, OP Unit holders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash. There were 13,000 OP units exchanged for an equal amount of common stock during the quarter ended June 30, 2026 and 15,406 OP units exchanged for an equal amount of common stock during the six months ended June 30, 2026. There were 43,324 OP units exchanged for an equal amount of common stock during the quarter and six months ended June 30, 2025.
Equity Offering Program
On November 1, 2024, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 700.0 million. As of June 30, 2026, the full capacity of our ATM equity offering program remained available for issuance.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5 – Investment in Real Estate
Acquisitions
On April 30, 2026, we acquired the remaining 20 % ownership interests in certain RVC joint ventures for a purchase price of $ 4.4 million and capitalized transaction costs of $ 0.1 million. Following the acquisition, we own 100 % of the ownership interests, and accordingly, consolidate the results of these joint ventures in the consolidated financial statements.
The acquired interests were accounted for as an asset acquisition, and we did not remeasure our previously held equity interests as of April 30, 2026. Total acquisition costs allocated of $ 103.3 million include our existing basis in the acquired RVC joint ventures of $ 42.5 million, cash consideration and capitalized transaction costs of $ 4.5 million and the $ 56.3 million term loan, inclusive of interest receivable, with RVC Core, LLC, which was eliminated upon consolidation. The acquired RVC joint ventures include seven RV properties and one land parcel.
The following table summarizes the net assets recorded as part of the acquisitions as of April 30, 2026:
(in thousands)
Land 16,487
Land improvements 55,432
Buildings and other depreciable property 31,350
Investment in real estate $ 103,269
Other assets, net 32
Net assets acquired $ 103,301
Note 6 - Investment in Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures (investment and income/(loss) amounts in thousands):
Investment as of
Investment June 30, 2026 December 31, 2025
RVC (a)
$ 12,873 $ 56,638
Other (b)
27,431 28,403
$ 40,304 $ 85,041
Income/(Loss) for the Quarters Ended (d)
Income/(Loss) for the Six Months Ended (d)
Investment Location Number of Sites Economic
Interest (c)
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
RVC (a)
Various 203 80 %
$ 412 $ ( 163 ) $ ( 918 ) $ ( 1,809 )
Other (b)
Various 2,415 49 % to 65 %
256 116 709 6,663
2,618 $ 668 $ ( 47 ) $ ( 209 ) $ 4,854
_____________________
(a) As of June 30, 2026, our investment in RVC includes one joint venture that owns one RV community.
(b) Includes various other joint ventures.
(c) The percentages shown approximate our economic interest as of June 30, 2026. Our legal ownership interest may differ. We do not exercise control over these entities.
(d) Net of depreciation expense of $ 0.9 million and $ 1.5 million for the quarters ended June 30, 2026 and 2025, respectively, and $ 2.4 million and $ 2.8 million for the six months ended June 30, 2026 and 2025.
Approximately $ 0.6 million and $ 0.5 million of the distributions made to us exceeded our investment basis in joint ventures for the quarters ended June 30, 2026 and 2025, respectively, and as such, were recorded as income from unconsolidated joint ventures for the quarters ended June 30, 2026 and 2025.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6 – Investment in Unconsolidated Joint Ventures (continued)
Approximately $ 1.2 million and $ 7.3 million of the distributions made to us exceeded our investment basis in joint venture for the six months ended June 30, 2026 and 2025, respectively, and as such, were recorded as equity in income/(loss) of unconsolidated joint ventures for the six months ended June 30, 2026 and 2025.
Note 7 – Borrowing Arrangements
Mortgage Notes Payable
The following table presents the carrying value, fair value and weighted average interest rates for our mortgage notes payable (amounts in thousands except percentages):
As of June 30, 2026 As of December 31, 2025
Stated Interest Rate Maturity Date Carrying Value Fair Value Weighted Average Interest Rate Carrying Value Fair Value Weighted Average Interest Rate
Mortgage notes payable 2.44 % to 5.06 %
2028 to 2041
$ 2,767,759 $ 2,354,587 3.77 % $ 2,800,866 $ 2,404,789 3.77 %
Less: Deferred financing costs, net $ ( 20,381 ) $ ( 21,708 )
Mortgage notes payable, net $ 2,747,378 $ 2,779,158
The following table presents the number of encumbered Properties and the gross carrying value of such Properties (gross carrying value in thousands):
As of June 30, 2026 As of December 31, 2025
Number of Encumbered Properties Gross Carrying Value Number of Encumbered Properties Gross Carrying Value
Encumbered Properties 112 $ 3,304,614 112 $ 3,266,579
Unsecured Debt
The following table presents the carrying value, fair value and weighted average interest rates for our unsecured debt (amounts in thousands):
As of June 30, 2026 As of December 31, 2025
Stated Interest Rate Maturity Date Carrying Value (1)
Effective Interest Rate Carrying Value (1)
Effective Interest Rate
$ 240.0 Million Term Loan (2)
SOFR + 1.20 % to 1.70 %
May 15, 2030 $ 240,000 4.74 % $ 240,000 4.74 %
$ 200.0 Million Term Loan
SOFR + 0.10 % + 1.20 % to 1.70 %
January 21, 2027 $ 200,000 4.88 % $ 200,000 4.88 %
Line of Credit Borrowing (3)
SOFR + 0.10 % + 1.25 % to 1.65 %
July 18, 2028 $ 127,500 4.97 % $ 105,000 5.01 %
Less: Deferred financing costs, net $ ( 2,137 ) $ ( 2,545 )
Total unsecured debt, net $ 565,363 $ 542,455
_____________________
(1) Carrying value approximates fair value.
(2) During the year ended December 31, 2025, we entered into a $ 240.0 million unsecured term loan agreement (the “$ 240 million Term Loan”) and drew $ 150.0 million and $ 90.0 million in May 2025 and July 2025, respectively.
(3) As of June 30, 2026, our LOC had a remaining borrowing capacity of $ 372.4 million.
As of June 30, 2026, we were in compliance in all material respects with the covenants in all our borrowing arrangements.
Note 8 - Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate
14
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 - Derivative Instruments and Hedging Activities (continued)
swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of designated derivatives that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income/(loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings in the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings and are presented in the same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap settlements are made. Proceeds or payments from premiums and periodic settlements of derivative instruments are classified in the same section of the Consolidated Statements of Cash Flows as the underlying hedged item.
The following table presents the terms of our derivative financial instruments (notional amounts in thousands):
As of June 30, 2026
Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Interest Rate Index Weighted Average Remaining Term (Years)
Interest rate swaps 7 $ 440,000 4.81 % SOFR 2.4
As of December 31, 2025
Interest Rate Derivatives Number of Instruments Notional Amount Weighted Average Interest Rate Index Weighted Average Remaining Term (Years)
Interest rate swaps 7 $ 440,000 4.81 % SOFR 2.9
Our derivative financial instruments are classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instruments:
As of June 30, As of December 31,
(amounts in thousands) Balance Sheet Location 2026 2025
Interest rate swaps Other assets, net $ 2,900 $ —
Interest rate swaps Accounts payable and other liabilities $ — $ 2,208
The following table presents the amount of (gain)/loss recognized in Other comprehensive income/(loss) on derivatives in the Consolidated Statements of Income and Comprehensive Income (in thousands):
Derivatives in Cash Flow Hedging Relationship For the Quarters Ended June 30,
For the Six Months Ended June 30,
2026 2025 2026 2025
Interest rate swaps $ ( 3,032 ) $ 1,874 $ ( 5,306 ) $ 2,782
The following table presents the amount of (gain)/loss reclassified from Accumulated other comprehensive income/(loss) into income in the Consolidated Statements of Income and Comprehensive Income (in thousands):
Derivatives in Cash Flow Hedging Relationship Location of (gain)/ loss reclassified from
Accumulated OCI into income For the Quarters Ended June 30,
For the Six Months Ended June 30,
2026 2025 2026 2025
Interest rate swaps Interest Expense $ ( 76 ) $ ( 810 ) $ ( 198 ) $ ( 1,531 )
During the next twelve months, we estimate that $ 1.2 million will be reclassified from Accumulated other comprehensive income/(loss) as a decrease to interest expense. This estimate may be subject to change as the underlying SOFR changes. As of June 30, 2026, we had not posted any collateral related to the interest rate swaps.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9 – Deferred Revenue from Membership Upgrades and Deferred Commission Expense
The components of the change in Deferred revenue from membership upgrades and Deferred commission expense were as follows:
As of June 30,
(amounts in thousands)
2026 2025
Deferred revenue, beginning $ 211,171 $ 218,164
Deferred membership upgrade revenue 2,022 4,246
Revenue recognized from membership upgrades ( 7,456 ) ( 6,572 )
Net increase (decrease) in deferred revenue ( 5,434 ) ( 2,326 )
Deferred revenue, ending (1)
$ 205,737 $ 215,838
Deferred commission expense, beginning $ 58,149 $ 56,516
Deferred commission expense 2,608 3,603
Commission expense recognized ( 3,383 ) ( 2,271 )
Net increase (decrease) in deferred commission expense ( 775 ) 1,332
Deferred commission expense, ending $ 57,374 $ 57,848
_____________________
(1) Included in Deferred membership revenue on the Consolidated Balance Sheets.
Note 10 – Equity Incentive Awards
Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 6, 2024 and approved by our stockholders on April 30, 2024.
The table below presents shares issued by the Company (grant date fair value amounts in thousands):
Plan Award Date Time-Based Awards Performance Based Awards Total Awards Grant Date Fair Value
2024 Equity Incentive Plan February 4, 2025 49,881 49,884 99,765 $ 4,372
2024 Equity Incentive Plan April 29, 2025 18,227 — 18,227 $ 1,163
2024 Equity Incentive Plan February 3, 2026 58,739 58,741 117,480 $ 5,418
2024 Equity Incentive Plan April 28, 2026 18,569 — 18,569 $ 1,162
For the shares awarded on February 4, 2025, 47,503 are time-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027. These time-based awards have a grant date fair value of $ 3.2 million. The remaining 47,506 shares are performance-based awards and vest in equal installments over a three-year period on February 3, 2026, February 2, 2027 and February 1, 2028, respectively, subject to the achievement of performance goals, with the remaining 2,378 shares vesting two-thirds on February 3, 2026 and one-third on February 2, 2027, subject to the achievement of performance goals. The 17,418 shares of restricted stock subject to 2025 performance goals have a grant date fair value of $ 1.1 million.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Equity Incentive Awards (continued)
Time-based awards for the shares under the 2024 Plan granted on April 29, 2025 are subject to various vesting dates between October 29, 2025 and April 28, 2028.
For the shares awarded on February 3, 2026, 49,375 are time-based awards and vest in equal installments over a three-year period on February 2, 2027, February 1, 2028 and February 6, 2029, respectively, with a separate additional 9,364 shares vesting on February 2, 2027. These time-based awards have a grant date fair value of $ 3.8 million. The remaining 58,741 shares are performance based, with 49,376 of those shares vesting in equal installments over a three-year period on February 2, 2027, February 1, 2028 and February 6, 2029, respectively, subject to the achievement of performance goals, with a separate additional 9,365 shares vesting on February 2, 2027, subject to the achievement of performance goals. The 25,822 shares of restricted stock subject to 2026 performance goals have a grant date fair value of $ 1.7 million.
Time-based awards for the shares under the 2024 Plan granted on April 28, 2026 are subject to various vesting dates between October 28, 2026 and April 27, 2029.
The table below provides the amount of stock-based compensation expense reported in General and administrative expense in the Consolidated Statements of Income and Comprehensive Income:
For the Quarters Ended June 30,
For the Six Months Ended June 30,
(amount in thousands) 2026 2025 2026 2025
Stock-Based Compensation Expense $ 2,187 $ 1,812 $ 4,335 $ 3,583
Note 11 – Commitments and Contingencies
We are involved in various legal and regulatory proceedings (“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
Beginning on August 31, 2023 through December 4, 2023, certain private party plaintiffs filed several putative class actions in the U.S. District Court for the Northern District of Illinois, Eastern Division, against Datacomp Appraisal Systems, Inc. (“Datacomp”) and several owner/operators of manufactured housing communities, including ELS (the “Datacomp Litigation”), alleging that the community owner/operators used JLT Market Reports produced by Datacomp to conspire to raise manufactured home lot rents in violation of Section 1 of the Sherman Act. ELS purchased Datacomp in connection with the MHVillage/Datacomp acquisition during the year ended December 31, 2021. On December 15, 2023, the plaintiffs filed an amended consolidated complaint captioned , In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-6715 . Plaintiffs seek both injunctive relief and monetary damages, including attorneys’ fees. The defendants filed a motion to dismiss on January 29, 2024. On December 4, 2025, the Court granted defendants’ motion to dismiss without prejudice. On January 26, 2026, plaintiffs filed an amended complaint, and defendants filed a motion to dismiss on March 31, 2026.
We believe that the Datacomp Litigation is without merit, and we intend to vigorously defend our interests in this matter. As of June 30, 2026 , we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
Note 12 – Reportable Segments
We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. Each segment is primarily evaluated based on Net Operating Income (“NOI”), which is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)
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, 2026 or 2025.
The following tables summarize our segment financial information:
Quarter Ended June 30, 2026
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues $ 376,245 $ 14,181 $ 390,426
Operations expenses ( 191,551 ) ( 13,459 ) ( 205,010 )
NOI 184,694 722 185,416
Reconciliation to consolidated net income:
Depreciation and amortization ( 53,637 )
Gain/(Loss) on sale of real estate and impairment, net ( 507 )
Interest income 1,580
Income from other investments, net 5,809
General and administrative ( 11,872 )
Casualty-related (charges)/recoveries, net 7,094
Other expenses ( 1,209 )
Interest and related amortization ( 33,824 )
Equity in income/(loss) of unconsolidated joint ventures 668
Consolidated net income $ 99,518
Total assets $ 5,493,537 $ 307,138 $ 5,800,675
Capital improvements $ 55,911 $ 8,263 $ 64,174
Quarter Ended June 30, 2025
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues $ 358,381 $ 14,199 $ 372,580
Operations expenses ( 184,916 ) ( 13,023 ) ( 197,939 )
NOI 173,465 1,176 174,641
Reconciliation to consolidated net income:
Depreciation and amortization ( 52,649 )
Gain/(Loss) on sale of real estate and impairment, net ( 683 )
Interest income 2,202
Income from other investments, net 2,084
General and administrative ( 10,455 )
Casualty-related (charges)/recoveries, net 541
Other expenses 59
Interest and related amortization ( 32,200 )
Equity in income/(loss) of unconsolidated joint ventures ( 47 )
Consolidated net income $ 83,493
Total assets $ 5,465,841 $ 255,042 $ 5,720,883
Capital improvements $ 55,983 $ 3,475 $ 59,458
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Reportable Segments (continued)
Six Months Ended June 30, 2026
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues $ 757,191 $ 26,892 $ 784,083
Operations expenses ( 365,327 ) ( 25,754 ) ( 391,081 )
NOI 391,864 1,138 393,002
Reconciliation to consolidated net income:
Depreciation and amortization ( 106,773 )
Gain/(Loss) on sale of real estate and impairment, net ( 507 )
Interest income 3,771
Income from other investments, net 7,583
General and administrative ( 22,973 )
Casualty-related (charges)/recoveries, net 7,026
Other expenses ( 2,442 )
Interest and related amortization ( 67,469 )
Equity in income/(loss) of unconsolidated joint ventures ( 209 )
Consolidated net income $ 211,009
Total assets $ 5,493,537 $ 307,138 $ 5,800,675
Capital improvements $ 96,555 $ 12,904 $ 109,459
Six Months Ended June 30, 2025
(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues $ 727,467 $ 28,191 $ 755,658
Operations expenses ( 357,647 ) ( 24,722 ) ( 382,369 )
NOI 369,820 3,469 373,289
Reconciliation to consolidated net income:
Depreciation and amortization ( 103,591 )
Gain/(Loss) on sale of real estate and impairment, net ( 683 )
Interest income 4,440
Income from other investments, net 4,102
General and administrative ( 19,694 )
Casualty-related (charges)/recoveries, net 324
Other expenses ( 1,819 )
Interest and related amortization ( 63,336 )
Equity in income/(loss) of unconsolidated joint ventures 4,854
Consolidated net income $ 197,886
Total assets $ 5,465,841 $ 255,042 $ 5,720,883
Capital improvements $ 99,513 $ 5,146 $ 104,659
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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, 2026 and 2025:
Quarters Ended June 30, Six Months Ended June 30,
(amounts in thousands) 2026 2025 2026 2025
Revenues:
Rental income $ 326,533 $ 309,747 $ 661,785 $ 633,560
Annual membership subscriptions 18,819 16,902 37,118 33,244
Membership upgrade revenue 3,120 3,120 6,240 6,172
Other income 15,252 16,473 29,348 32,028
Gross revenues from ancillary services 12,521 12,139 22,700 22,463
Total property operations revenues 376,245 358,381 757,191 727,467
Expenses:
Utility expense 41,681 39,182 82,864 79,451
Payroll 32,936 31,815 61,376 60,086
Repairs and maintenance 30,849 29,495 55,274 52,384
Insurance and other 25,373 26,050 51,012 52,039
Real estate taxes 21,826 21,845 43,926 43,488
Membership sales and marketing 4,551 4,062 8,388 7,993
Cost of ancillary services 6,718 6,177 10,946 10,622
Ancillary operating expenses 5,772 5,567 11,025 10,431
Property management 21,845 20,723 40,516 41,153
Total property operations expenses 191,551 184,916 365,327 357,647
NOI $ 184,694 $ 173,465 $ 391,864 $ 369,820
The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2026 and 2025:
Quarters Ended June 30, Six Months Ended June 30,
(amounts in thousands) 2026 2025 2026 2025
Revenues:
Rental income (1)
$ 3,897 $ 3,540 $ 7,691 $ 6,933
Gross revenues from home sales and brokered resales 10,284 10,659 19,201 21,258
Total revenues 14,181 14,199 26,892 28,191
Expenses:
Rental home operating and maintenance 1,428 1,303 2,781 2,451
Cost of home sales and brokered resales 10,185 10,299 19,557 19,546
Home selling expenses 1,846 1,421 3,416 2,725
Total expenses 13,459 13,023 25,754 24,722
NOI $ 722 $ 1,176 $ 1,138 $ 3,469
______________________
(1) Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.