SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2020



o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

_________________________________________________________

(Exact Name of Registrant as Specified in Its Charter)

_________________________________________________________



Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	ELS	New York Stock Exchange

_________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x☒	Accelerated filer	o☐
Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company	o☐
		Emerging growth company	o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o ☐ No x☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

~~87,836,746~~ 182,146,987 shares of Common Stock as of ~~October 27, 2017.~~April 23, 2020.

Equity LifeStyle Properties, Inc.

Part I – Financial Information

Item 1. Financial Statements

Equity LifeStyle Properties, Inc.

Consolidated Balance Sheets

~~As of September 30, 2017 and December 31, 2016~~

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


							As of			As of
	September 30, 2017			December 31, 2016			March 31, 2020			December 31, 2019
	(unaudited)						(unaudited)
Assets
Investment in real estate:
Land	$	1,167,620		$	1,163,987		$	1,526,225		$	1,525,407
Land improvements	2,940,500			2,893,759			3,362,287			3,336,070
Buildings and other depreciable property	647,513			627,590			892,816			881,572
	4,755,633			4,685,336			5,781,328			5,743,049
Accumulated depreciation	(1,488,722		)	(1,399,531		)	(1,812,822		)	(1,776,224		)
Net investment in real estate	3,266,911			3,285,805			3,968,506			3,966,825
Cash	77,395			56,340
Cash and restricted cash							96,921			28,860
Notes receivable, net	49,284			34,520			35,227			37,558
Investment in unconsolidated joint ventures	52,966			19,369			20,130			20,074
Deferred commission expense	31,608			31,375			41,230			41,149
Escrow deposits, goodwill, and other assets, net	47,683			51,578
Other assets, net							50,450			56,809
Total Assets	$	3,525,847		$	3,478,987		$	4,212,464		$	4,151,275

Liabilities and Equity
Liabilities:
Mortgage notes payable, net	$	1,981,604		$	1,891,900		$	2,260,819		$	2,049,509
Term loan	199,534			199,379
Accrued expenses and accounts payable	106,688			89,864
Deferred revenue – upfront payments from right-to-use contracts	85,254			81,484
Deferred revenue – right-to-use annual payments	10,513			9,817
Term loan, net							199,030			198,949
Unsecured line of credit							—			160,000
Accounts payable and other liabilities							124,396			124,665
Deferred revenue – upfront payments from membership upgrade sales							129,356			126,814
Deferred revenue – annual membership subscriptions							12,319			10,599
Accrued interest payable	7,969			8,379			8,627			8,639
Rents and other customer payments received in advance and security deposits	73,609			76,906			91,152			91,234
Distributions payable	45,501			39,411			65,858			58,978
Total Liabilities	2,510,672			2,397,140			2,891,557			2,829,387
Equity:
Stockholders’ Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of September 30, 2017 and 9,945,539 shares authorized as of December 31, 2016; none issued and outstanding.	—			—
6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, no shares authorized as of September 30, 2017 and 54,461 shares authorized as of December 31, 2016; none issued and outstanding as of September 30, 2017 and 54,458 shares issued and outstanding as of December 31, 2016.	—			136,144
Common stock, $0.01 par value, 200,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 87,499,669 and 85,529,386 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	872			854
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of March 31, 2020 and December 31, 2019; none issued and outstanding.							—			—
Common stock, $0.01 par value, 400,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 182,144,559 and 182,089,595 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively.							1,812			1,812
Paid-in capital	1,164,658			1,103,048			1,402,514			1,402,696
Distributions in excess of accumulated earnings	(213,771		)	(231,276		)	(153,703		)	(154,318		)
Accumulated other comprehensive (loss)	—			(227		)
Accumulated other comprehensive income (loss)							(1,713		)	(380		)
Total Stockholders’ Equity	951,759			1,008,543			1,248,910			1,249,810
Non-controlling interests – Common OP Units	63,416			73,304			71,997			72,078
Total Equity	1,015,175			1,081,847			1,320,907			1,321,888
Total Liabilities and Equity	$	3,525,847		$	3,478,987		$	4,212,464		$	4,151,275

The accompanying notes are an integral part of ~~these Consolidated Financial Statements.~~the consolidated financial statements.

Equity LifeStyle Properties, Inc.

Consolidated Statements of Income and Comprehensive Income

~~For the Quarters Ended and Nine Months Ended September 30, 2017 and 2016~~

(amounts in thousands, except per share ~~data)~~data (adjusted for stock split))

The accompanying notes are an integral part of ~~these Consolidated Financial Statements.~~the consolidated financial statements.

Equity LifeStyle Properties, Inc.

Consolidated Statements of ~~Income and Comprehensive Income (Continued)~~

~~For the Quarters Endedand Nine Months EndedSeptember 30, 2017~~ ~~and~~ ~~2016~~Changes in Equity

(amounts in ~~thousands, except per share data)~~thousands; adjusted for stock split)

Quarters Ended Nine Months Ended
September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
Earnings per Common Share – Basic:
Net income available for Common Stockholders $ 0.56
$ 0.48
$ 1.67
$ 1.50
Earnings per Common Share – Fully Diluted:
Net income available for Common Stockholders $ 0.56
$ 0.48
$ 1.66
$ 1.49

Distributions declared per Common Share outstanding $ 0.488
$ 0.425
$ 1.463
$ 1.275
Weighted average Common Shares outstanding – basic 87,037
85,105
86,620
84,649
Weighted average Common Shares outstanding – fully diluted 93,324
92,910
93,135
92,405



	Common Stock		Paid-in Capital			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interests – Common OP Units			Total Equity
Balance as of December 31, 2019	$	1,812	$	1,402,696		$	(154,318	)	$	(380	)	$	72,078		$	1,321,888
Cumulative effect of change in accounting principle (ASU 2016-13, Financial Instruments - Credit Losses (Topic 326))	—		—			(3,875		)	—			—			(3,875		)
Balance as of January 1, 2020	1,812		1,402,696			(158,193		)	(380		)	72,078			1,318,013
Exchange of Common OP Units for Common Stock	—		63			—			—			(63		)	—
Issuance of Common Stock through employee stock purchase plan	—		619			—			—			—			619
Compensation expenses related to restricted stock and stock options	—		2,964			—			—			—			2,964
Repurchase of Common Stock or Common OP Units	—		(3,962		)	—			—			—			(3,962		)
Adjustment for Common OP Unitholders in the Operating Partnership	—		277			—			—			(277		)	—
Adjustment for fair market value of swap	—		—			—			(1,333		)	—			(1,333		)
Consolidated net income	—		—			66,875			—			3,849			70,724
Distributions	—		—			(62,385		)	—			(3,590		)	(65,975		)
Other	—		(143		)	—			—			—			(143		)
Balance as of March 31, 2020	$	1,812	$	1,402,514		$	(153,703	)	$	(1,713	)	$	71,997		$	1,320,907



	Common Stock		Paid-in Capital			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests – Common OP Units			Total Equity
Balance as of December 31, 2018	$	1,792	$	1,328,495		$	(211,034	)	$	2,299		$	71,792		$	1,193,344
Exchange of Common OP Units for Common Stock	—		66			—			—			(66		)	—
Issuance of Common Stock through exercise of options	—		53			—			—			—			53
Issuance of Common Stock through employee stock purchase plan	—		652			—			—			—			652
Compensation expenses related to restricted stock and stock options	—		2,420			—			—			—			2,420
Repurchase of Common Stock or Common OP Units	—		(53		)	—			—			—			(53		)
Adjustment for Common OP Unitholders in the Operating Partnership	—		(56		)	—			—			56			—
Adjustment for fair market value of swap	—		—			—			(931		)	—			(931		)
Consolidated net income	—		—			113,309			—			7,226			120,535
Distributions	—		—			(55,123		)	—			(3,516		)	(58,639		)
Other	—		(63		)	—			—			—			(63		)
Balance as of March 31, 2019	$	1,792	$	1,331,514		$	(152,848	)	$	1,368		$	75,492		$	1,257,318

The accompanying notes are an integral part of ~~these Consolidated Financial Statements.~~the consolidated financial statements.

~~Equity LifeStyle Properties, Inc.~~

~~Consolidated Statement of Changes in Equity~~

~~For the Nine Months Ended~~ ~~September 30, 2017~~

~~(amounts in thousands)~~

~~(unaudited)~~

Common
Stock

Paid-in
Capital

6.75% Series C Cumulative
Redeemable
Perpetual
Preferred Stock

Distributions
in Excess of
Accumulated
Earnings

Non-
controlling
interests –
Common OP
Units

Accumulated
Other
Comprehensive
Loss/(Income)

Total
Equity
Balance, December 31, 2016 $ 854
$ 1,103,048
$ 136,144
$ (231,276 ) $ 73,304
$ (227 ) $ 1,081,847
Conversion of Common OP Units to Common Stock 13
16,429
—
—
(16,442 ) —
—
Issuance of Common Stock through employee stock purchase plan —
1,615
—
—
—
—
1,615
Issuance of Common Stock 5
42,032
—
—
—
—
42,037
Compensation expenses related to restricted stock —
6,813
—
—
—
—
6,813
Adjustment for Common OP Unitholders in the Operating Partnership —
(5,313 ) —
—
5,313
—
—
Adjustment for fair market value of swap —
—
—
—
—
227
227
Net income —
—
7,667
144,911
9,825
—
162,403
Distributions —
—
(6,910 ) (127,406 ) (8,584 ) —
(142,900 )
Series C Preferred stock redemption —
—
(136,144 ) —
—
—
(136,144 )
Series C Preferred stock original issuance costs —
757
(757 ) —
—
—
—
Other —
(723 ) —
—
—
—
(723 )
Balance, September 30, 2017 $ 872
$ 1,164,658
$ —
$ (213,771 ) $ 63,416
$ —
$ 1,015,175

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

Equity LifeStyle Properties, Inc.

Consolidated Statements of Cash Flows

~~For the Nine Months Ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~

(amounts in thousands)

(unaudited)

September 30,
2017 September 30,
2016
Cash Flows From Operating Activities:
Consolidated net income $ 162,403
$ 144,751
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation 91,781
88,043
Amortization of in-place leases 2,128
2,139
Amortization of loan costs 2,676
2,930
Debt premium amortization (1,664 ) (2,633 )
Equity in income of unconsolidated joint ventures (2,876 ) (2,142 )
Distributions of income from unconsolidated joint ventures 2,711
1,417
Stock-based compensation 6,813
6,796
Revenue recognized from right-to-use contract upfront payments (7,440 ) (6,863 )
Commission expense recognized related to right-to-use contracts 3,327
3,071
Long term incentive plan compensation 1,011
(3,390 )
Recovery for uncollectible rents receivable (52 ) (548 )
Changes in assets and liabilities:
Notes receivable activity, net (337 ) 349
Deferred commission expense (3,560 ) (3,641 )
Escrow deposits, goodwill and other assets 28,985
22,516
Accrued expenses and accounts payable 11,002
15,392
Deferred revenue – upfront payments from right-to-use contracts 11,210
9,290
Deferred revenue – right-to-use annual payments 696
700
Rents received in advance and security deposits (3,305 ) (3,595 )
Net cash provided by operating activities 305,509
274,582
Cash Flows From Investing Activities:
Real estate acquisition (2,163 ) (78,203 )
Investment in unconsolidated joint ventures (33,479 ) (5,000 )
Distributions of capital from unconsolidated joint ventures —
4,094
Repayments of notes receivable 7,643
7,788
Issuance of notes receivable (22,297 ) (7,436 )
Capital improvements (87,877 ) (87,316 )
Net cash used in investing activities (138,173 ) (166,073 )
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan 1,615
5,931
Share based award tax withholding —
(98 )
Gross proceeds from sale of Common Stock 42,037
50,000
Distributions:
Common Stockholders (121,114 ) (103,803 )
Common OP Unitholders (8,786 ) (8,828 )
Preferred Stockholders (6,910 ) (6,910 )
Principal payments and mortgage debt payoff (60,392 ) (109,256 )
New mortgage notes payable financing proceeds 146,000
54,450
Redemption of preferred stock (136,144 ) —
Debt issuance and defeasance costs (1,864 ) (617 )
Other (723 ) (824 )
Net cash used in financing activities (146,281 ) (119,955 )
Net increase (decrease) in cash 21,055
(11,446 )
Cash, beginning of period 56,340
80,258
Cash, end of period $ 77,395
$ 68,812



	Quarters Ended March 31,
	2020			2019
Cash Flows From Operating Activities:
Consolidated net income	$	70,724		$	120,535
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Gain on sale of real estate, net	—			(52,507		)
Early debt retirement	1,054			—
Depreciation and amortization	39,628			38,404
Amortization of loan costs	872			887
Debt premium amortization	(114		)	(101		)
Equity in income of unconsolidated joint ventures	(207		)	(1,533		)
Distributions of income from unconsolidated joint ventures	—			677
Proceeds from insurance claims, net	756			4,150
Compensation expense related to restricted stock and stock options	2,964			2,420
Revenue recognized from membership upgrade sales upfront payments	(2,301		)	(2,067		)
Commission expense recognized related to membership sales	940			938
Long-term incentive plan compensation	383			(3,987		)
Changes in assets and liabilities:
Notes receivable, net	(317		)	122
Deferred commission expense	(1,020		)	(1,035		)
Other assets, net	13,324			(9,238		)
Accounts payable and other liabilities	(2,096		)	20,402
Deferred revenue – upfront payments from membership upgrade sales	4,843			3,838
Deferred revenue – annual membership subscriptions	1,720			2,991
Rents and other customer payments received in advance and security deposits	(261		)	3,202
Net cash provided by operating activities	130,892			128,098
Cash Flows From Investing Activities:
Real estate acquisitions, net	(1,352		)	(13,012		)
Proceeds from disposition of properties, net	—			77,746
Distributions of capital from unconsolidated joint ventures	150			58
Proceeds from insurance claims	—			761
Capital improvements	(48,959		)	(52,441		)
Net cash provided by (used in) investing activities	(50,161		)	13,112

The accompanying notes are an integral part of ~~these Consolidated Financial Statements.~~the consolidated financial statements.

Equity LifeStyle Properties, Inc.

Consolidated Statements of Cash Flows (continued)

~~For the Nine Months Ended September 30, 2017 and~~ ~~2016~~

(amounts in thousands)

(unaudited)

September 30,
2017 September 30,
2016
Supplemental Information:
Cash paid during the period for interest $ 76,713
$ 79,762
Capital improvements – used homes acquired by repossessions 227
485
Net repayments of notes receivable – used homes acquired by repossessions (227 ) (485 )
Building and other depreciable property – reclassification of rental homes 25,852
26,070
Escrow deposits and other assets – reclassification of rental homes (25,852 ) (26,070 )

Real estate acquisitions:
Investment in real estate, fair value $ (7,985 ) $ (100,148 )
Investment in real estate, cost (110 ) (2,000 )
Escrow deposits and other assets —
(20 )
Debt assumed 5,900
22,010
Accrued expenses and accounts payable 32
1,955
Real estate acquisitions, net $ (2,163 ) $ (78,203 )



	Quarters Ended March 31,
	2020			2019
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan	619			652
Distributions:
Common Stockholders	(55,765		)	(49,457		)
Common OP Unitholders	(3,213		)	(3,161		)
Share based award tax withholding payments	(3,962		)	—
Principal payments and mortgage debt repayment	(61,791		)	(13,683		)
Mortgage notes payable financing proceeds	275,385			—
Line of Credit repayment	(222,500		)	—
Line of Credit proceeds	62,500			—
Debt issuance and defeasance costs	(3,800		)	(250		)
Other	(143		)	(63		)
Net cash used in financing activities	(12,670		)	(65,962		)
Net increase (decrease) in cash and restricted cash	68,061			75,248
Cash and restricted cash, beginning of period	28,860			68,974
Cash and restricted cash, end of period	$	96,921		$	144,222



	Quarters Ended March 31,
	2020			2019
Supplemental Information:
Cash paid for interest	$	25,518		$	25,729
Net investment in real estate – reclassification of rental homes	$	9,319		$	5,520
Other assets, net – reclassification of rental homes	$	(9,319	)	$	(5,520	)

Real estate acquisitions:
Investment in real estate	$	(1,531	)	$	(25,797	)
Debt assumed	—			11,208
Other liabilities	179			1,577
Real estate acquisitions, net	$	(1,352	)	$	(13,012	)

Real estate dispositions:
Investment in real estate	$	—		$	35,572
Notes receivable, net	—			295
Other assets, net	—			97
Mortgage notes payable, net	—			(11,175		)
Other liabilities	—			450
Gain on sale of real estate, net	—			52,507
Real estate dispositions, net	$	—		$	77,746

The accompanying notes are an integral part of ~~these Consolidated Financial Statements.~~the consolidated financial statements.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 1 – Organization and Basis of Presentation

Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the ~~“Operating Partnership”~~"Operating Partnership") and its other consolidated subsidiaries ~~(“Subsidiaries”~~(the "Subsidiaries"), are referred to herein as ~~“we,” “us,”~~"we," "us," and ~~“our.” Capitalized terms used~~"our." We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties") consisting primarily of manufactured home ("MH") and recreational vehicle ("RV") communities. We provide our customers the opportunity to place manufactured homes, cottages or RVs 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, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 94.6% interest as of March 31, 2020. As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.

Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for variable interest entities in which ELS is not considered the primary beneficiary, but ~~not defined herein~~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 ~~as defined~~recognized in ~~our Annual Report on Form 10-K (“2016 Form 10-K”) for the year ended December 31, 2016. These~~earnings.

The accompanying unaudited ~~Consolidated Financial Statements~~interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and ~~regulations.~~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 ~~2016 Form 10-K.~~year ended December 31, 2019.

~~The following notes~~Intercompany balances and transactions have been eliminated. All adjustments to the ~~Consolidated Financial Statements highlight significant changes to the notes included in the 2016 Form 10-K~~interim consolidated financial statements are of a normal, recurring nature and, ~~present interim disclosures as required by the SEC. The accompanying Consolidated Financial Statements reflect,~~ in the opinion of management, ~~all adjustments and estimates~~are necessary for a fair presentation of ~~the~~results for these interim ~~financial statements, which are of a normal, recurring nature.~~periods. Revenues and expenses are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results.

On October 15, 2019, we effected a 2-for-one stock split of our common stock. Pursuant to the anti-dilution provision in the Operating Partnership's Agreement of Limited Partnership, the stock split also effected a two-for one split of the outstanding Operating Partnership units ("OP units"). All shares of common stock and OP units and per share data in the consolidated financial statements and accompanying notes, for all periods presented, have been adjusted to reflect the stock split.

Note 2 – Summary of Significant Accounting Policies


(a)	~~Consolidation~~Recently Adopted Accounting Pronouncements

We consolidate our majority-owned Subsidiaries in which we have the ability to control the operations and all variable interest entities ("VIE") with respect to which we are the primary beneficiary. We also consolidate entities in which we have a direct or indirect controlling or voting interest. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Effective~~On January 1, ~~2016,~~2020, we prospectively adopted (“FASB ("ASU ~~2015-02”~~2018-15") ~~Consolidation (Topic 810): Amendments to the Consolidation Analysis~~Intangibles - Goodwill and Other - Internal-Use Software (ASC 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU ~~2015-02 required us~~2018-15 provides guidance on accounting for fees paid when the arrangement includes a software license and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs to ~~evaluate whether we should consolidate certain legal entities.~~develop or obtain internal-use software. The adoption of this ~~standard~~guidance did not result in any changes to our accounting of interests in less than wholly-owned joint ventures; however, the Operating Partnership now meets the criteria as a VIE. We concluded that the Operating Partnership is a VIE because we are the general partner and controlling owner of approximately 93.7% of the Operating Partnership and 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. The Company has the power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are significant to the VIE. Accordingly, we are the primary beneficiary and we will continue to consolidate the Operating Partnership under this new guidance.

~~We apply the equity method of accounting to entities in which we do~~ not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary, but can exercise influence over the entity with respect to its operations and major decisions.


~~(b)~~	~~Identified Intangibles and Goodwill~~

As of both September 30, 2017 and December 31, 2016, the gross carrying amount of identified intangible assets and goodwill, a component of escrow deposits, goodwill and other assets, net on our consolidated balance sheets, was approximately $12.1 million. As of both September 30, 2017 and December 31, 2016, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangible assets was approximately $2.9 million and $2.8 million as of September 30, 2017 and December 31, 2016, respectively.

As of September 30, 2017 and December 31, 2016, the gross carrying amount of in-place lease intangible assets, a component of buildings and other depreciable property on our consolidated balance sheets, was approximately $76.7 million and $76.3 million, respectively. Accumulated amortization of in-place lease intangible assets was approximately $76.4 million and $74.3 million as of September 30, 2017 and December 31, 2016, respectively.


~~(c)~~	~~Restricted Cash~~

~~Cash as of both September 30, 2017 and December 31, 2016 included approximately $5.3 million of restricted cash for the payment of capital improvements, insurance or real estate taxes.~~

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 2 – Summary of Significant Accounting Policies (continued)~~


~~(d)~~	~~Fair Value of Financial Instruments~~

Our financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swaps and mortgage notes payable. We disclose the estimated fair value of our financial instruments according to a fair value hierarchy (Level 1, 2 and 3).

Our mortgage notes payable and term loan, excluding deferred financing costs of approximately $18.9 million as of both September 30, 2017 and December 31, 2016, had an aggregate carrying value of approximately $2,200.1 million and $2,110.2 million as of September 30, 2017 and December 31, 2016, respectively, and a fair value of approximately $2,225.4 million and $2,081.2 million as of September 30, 2017 and December 31, 2016, respectively. The fair value was measured using quoted prices and observable inputs from similar liabilities (Level 2). At December 31, 2016, our cash flow hedge of interest rate risk included in accrued expenses and accounts payable was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). We consider our own credit risk as well as the credit risk of our counterparties when evaluating the fair value of our derivative. The cash flow hedge of interest rate risk expired during the quarter ended September 30, 2017. The fair values of our notes receivable approximate their carrying or contract values. We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions.


~~(e)~~	~~New Accounting Pronouncements~~

~~In January 2017, the FASB issued ("ASU 2017-01")~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for annual reporting beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the potentialmaterial impact ~~if any, that the adoption of this standard may have~~ on our consolidated financial ~~statements and related disclosures.~~statements.

~~In August 2016, the~~On January 1, 2020 we adopted FASB ~~issued (“ASU 2016-15”)~~ ~~Statement of Cash Flows (Topic 230)~~. ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 will be effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that adoption of this standard may have on our consolidated financial statements and related disclosures.

~~In June 2016, the FASB issued~~ (“ASU 2016-13”) Financial Instruments - Credit Losses (Topic 326).using the modified retrospective approach. ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities ~~will now~~should use forward-looking information to better form their credit loss estimates. ~~ASU 2016-13 also requires enhanced disclosures~~

We are exposed to ~~help financial statement users better understand significant~~credit losses primarily through sales of annual membership subscriptions and membership upgrades and home sales. We have developed an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of our receivables considering current market conditions and estimates for forecasts when appropriate. The estimate

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

is a result of our ongoing assessments and ~~judgments used~~evaluations of collectability, historical loss experience and future expectations in estimating credit losses in each of our receivable portfolios. We recognized a cumulative-effect adjustment of $3.9 million, which decreased opening retained earnings as ~~well as~~of January 1, 2020.

The cumulative-effect adjustment resulting from the ~~credit quality and underwriting standards~~adoption of ~~an entity’s portfolio.~~ ASU 2016-13 ~~will be effective~~as of January 1, 2020 was as follows:



Balance net of allowance	Balance Sheet Location	Balance at December 31, 2019		Adjustment due to ASU 2016-13 Adoption			Balance at January 1, 2020		Balance at March 31, 2020
(amounts in thousands)
Annual membership subscriptions	Other assets, net	$	2,394	$	(1,361	)	$	1,033	$	1,232
Membership upgrades	Notes receivable, net	$	25,236	$	(2,514	)	$	22,722	$	23,149


(b)	Revenue Recognition

Rental income is accounted for ~~annual reporting periods beginning after December 15, 2019. Early adoption~~in accordance with the ASC 842, Leases, and is ~~permitted. We~~recognized over the term of the respective lease or the length of a customer's stay. Utility recoveries are ~~currently~~presented within Rental income on the Consolidated Statements of Income and Comprehensive Income. Expected credit losses related to the collectability of lease receivables are presented as a reduction to Rental Income. Lease receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of expected credit losses. See Note 3. Leases for additional information.

Annual membership subscriptions and membership upgrade sales are accounted for in ~~the process of evaluating the potential impact, if any, that adoption of this standard may have on our consolidated financial statements and related disclosures.~~

~~In February 2016, the FASB issued ("ASU 2016-02")~~ ~~Leases~~. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application,accordance with an option to use certain transition relief. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, this standard may have on our consolidated financial statements and related disclosures.

~~In May 2014, the FASB issued ("ASU 2014-09")~~ ASC 606, Revenue from Contracts with ~~Customers~~Customers. Membership subscriptions provide our customers access to specific Properties for limited stays at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period during which ~~along with related subsequent amendments will replace most existing revenue recognition guidance in GAAP. The core principle~~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 ~~ASU 2014-09 is that~~ an ~~entity should recognize revenue~~allowance for ~~the transfer of goods or services equal~~credit losses. Membership upgrades grant certain additional access rights to the ~~amount that it expects~~customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years. 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.

Income 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. 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.


(c)	Restricted Cash

As of March 31, 2020 and December 31, 2019, restricted cash consists of $27.6 million and $25.1 million, respectively, primarily related to ~~be entitled to receive~~cash reserved for ~~those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing~~customer deposits and ~~uncertainty of revenue~~amounts escrowed for insurance and cash flows arising from customer contracts, including significant judgments and changes in judgments. The new standard will be effective for the Company beginning on January 1, 2018. The standard permits the use of either the full retrospective or modified retrospective transition method.real estate taxes.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 23 – ~~Summary~~Leases

Lessor

Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases, and is recognized over the term of ~~Significant Accounting Policies (continued)~~

the respective operating lease or the length of a customer's stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. 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. In addition, customers may lease homes that are located in our communities.

The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. 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 conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases:



(amounts in thousands)	As of March 31, 2020
2020	$	63,393
2021	85,220
2022	53,423
2023	20,119
2024	20,144
Thereafter	79,241
Total	$	321,540

We ~~expect~~lease land under non-cancelable operating leases at 13 Properties expiring at various dates through 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space, expiring at various dates through 2026. For the quarters ended March 31, 2020 and 2019, total operating lease payments were $2.4 million and $2.3 million, respectively.

The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to ~~adopt ASU 2014-09 on January 1, 2018 using~~calculate the ~~modified retrospective transition method. We have determined that~~lease liability for our ~~primary source~~operating leases as of ~~revenue, generated through leasing arrangements, is excluded~~March 31, 2020:



	As of March 31, 2020
(amounts in thousands)	Ground Leases			Office and Other Leases			Total
2020	$	1,462		$	2,444		$	3,906
2021	1,949			2,602			4,551
2022	1,479			916			2,395
2023	534			687			1,221
2024	534			505			1,039
Thereafter	4,984			484			5,468
Total undiscounted rental payments	10,942			7,638			18,580
Less imputed interest	(2,300		)	(558		)	(2,858		)
Total lease liabilities	$	8,642		$	7,080		$	15,722

Right-of-use ("ROU") assets and lease liabilities from ~~ASU 2014-09. We are in the process of finalizing~~ our ~~evaluation~~operating leases, included within Other assets, net and ~~quantifying the impact, if any, the adoption of ASU 2014-09 will have on our non-lease revenue streams, including right-to-use annual payments, right-to-use contracts, and utility~~Accounts payable and other ~~income. While we have not finalized our assessment of the impact of ASU 2014-09, based~~liabilities on the ~~analysis completed~~Consolidated Balance Sheets, were $14.7 million and $15.7 million, respectively, as of March

Equity LifeStyle Properties, Inc.

Notes to ~~date, we do not currently anticipate that ASU 2014-09 will have a material impact~~Consolidated Financial Statements

Note 3 – Leases (continued)

31, 2020. The weighted average remaining lease term for our operating leases was seven years and the weighted average incremental borrowing rate was 4.3% at March 31, 2020.

ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $15.1 million and $16.2 million, respectively, as of December 31, 2019. The weighted average remaining lease term for our ~~consolidated financial statements.~~operating leases was seven years and the weighted average incremental borrowing rate was 4.4% at December 31, 2019.

Note 34 – Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per ~~Common Share~~share of common stock, as adjusted for the stock split, for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):~~2019:



	Quarters Ended March 31,
(amounts in thousands, except per share data)	2020		2019
Numerators:
Net income available for Common Stockholders – Basic	$	66,875	$	113,309
Amounts allocated to dilutive securities	3,849		7,226
Net income available for Common Stockholders – Fully Diluted	$	70,724	$	120,535
Denominators:
Weighted average Common Shares outstanding – Basic	181,729		179,560
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares	10,491		11,482
Stock options and restricted stock	344		206
Weighted average Common Shares outstanding – Fully Diluted	192,564		191,248

Earnings per Common Share – Basic	$	0.37	$	0.63

Earnings per Common Share – Fully Diluted	$	0.37	$	0.63

Quarters Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Numerator:
Net Income Available for Common Stockholders:
Net income available for Common Stockholders – basic $ 48,525
$ 40,998
$ 144,911
$ 127,071
Amounts allocated to dilutive securities 3,286
3,462
9,825
10,770
Net income available for Common Stockholders – fully diluted $ 51,811
$ 44,460
$ 154,736
$ 137,841
Denominator:
Weighted average Common Shares outstanding – basic 87,037
85,105
86,620
84,649
Effect of dilutive securities:
Conversion of Common OP Units to Common Shares 5,836
7,203
6,100
7,205
Stock options and restricted shares 451
602
415
551
Weighted average Common Shares outstanding – fully diluted 93,324
92,910
93,135
92,405

Earnings per Common Share – Basic:
Net income available for Common Stockholders $ 0.56
$ 0.48
$ 1.67
$ 1.50

Earnings per Common Share – Fully Diluted:
Net income available for Common Stockholders $ 0.56
$ 0.48
$ 1.66
$ 1.49

Note 45 – Common Stock and Other Equity Related Transactions

~~Series C Preferred~~Two-for-One Common Stock ~~Redemption~~ and ~~Distribution Activity~~OP Units Split

~~The following quarterly distributions have been declared on~~On October 15, 2019, a 2-for-one stock split of our ~~depositary shares (each representing 1/100~~common stock, effected by and in the form of a ~~share~~stock dividend, was paid to stockholders of record as of October 1, 2019. In connection with our stock split, the OP Units of our Series C Preferred Stock) and paid to our preferred stockholders for the nine months ended September 30, 2017. On September 25, 2017, we redeemed our 6.75% Series C Preferred Stock for $138.4 million, including accrued dividends. The shares of Series C Preferred Stock thatOperating Partnership were ~~redeemed now have the status of authorized but unissued preferred stock, without designation as to class or series.~~

Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date
$ 0.421875
March 31, 2017 March 10, 2017 March 31, 2017
$ 0.421875
June 30, 2017 June 15, 2017 June 30, 2017
$ 0.421875
September 30, 2017 September 15, 2017 September 25, 2017
also split on a 2-for-one basis.

Common Stockholder Distribution Activity

The following quarterly distributions, as adjusted for the stock split, have been declared and paid to ~~common stockholders~~Common Stockholders and ~~common~~the OP Unit ~~non-controlling~~ holders ~~for the nine months ended September 30, 2017.~~since January 1, 2019.



Distribution Amount Per Share	For the Quarter Ended	Stockholder Record Date	Payment Date
$0.3063	March 31, 2019	March 29, 2019	April 12, 2019
$0.3063	June 30, 2019	June 28, 2019	July 12, 2019
$0.3063	September 30, 2019	September 27, 2019	October 11, 2019
$0.3063	December 31, 2019	December 27, 2019	January 10, 2020
$0.3425	March 31, 2020	March 27, 2020	April 10, 2020

Distribution Amount Per Share For the Quarter Ended Stockholder Record Date Payment Date
$ 0.4875
March 31, 2017 March 31, 2017 April 14, 2017
$ 0.4875
June 30, 2017 June 30, 2017 July 14, 2017
$ 0.4875
September 30, 2017 September 29, 2017 October 13, 2017

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 45 – Common Stock and Other Equity Related Transactions (continued)

Equity Offering Program

~~Notes to Consolidated Financial Statements~~

~~Note 5 – Investment in Joint Ventures (continued)~~

~~On May 4, 2015, we extended our~~Our at-the-market (“ATM”) equity offering program ~~by entering into new separate equity distribution agreements with certain sales agents, pursuant~~allows us to ~~which we may~~ sell, from time-to-time, shares of our ~~Common Stock,~~common stock, par value $0.01 per share, having an aggregate offering price of up to ~~$125.0~~$200.0 million. ~~The following table presents the shares that were issued~~As of March 31, 2020, we have $140.7 million of common stock available under the ATM ~~equity~~ offering program ~~during the nine months ended September 30, 2017 and nine months ended September 30, 2016 (amounts in thousands, except stock data):~~

for issuance.

Nine Months Ended
September 30, 2017 September 30, 2016
Shares of Common Stock sold 484,913
683,548
Weighted average price $ 86.69
$ 73.15
Total gross proceeds
$ 42,037
$ 50,000
Commissions paid to sales agents $ 526
$ 657

~~As of September 30, 2017, approximately $33.0 million of Common Stock remained available for issuance under the ATM equity offering program.~~

~~Conversions~~Exchanges

Subject to certain limitations, ~~holders of Common Operating Partnership units ("~~OP ~~units")~~Unit holders can request an exchange of any or all of their OP ~~units~~Units for shares of Common Stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash. During the ~~nine months~~quarters ended ~~September 30, 2017, 1,335,247~~March 31, 2020 and 2019, 9,228 and 10,650 OP ~~units~~Units, respectively, were exchanged for an equal number of shares of Common ~~Stock.~~Stock

Note 56 – Investment in Real Estate

On ~~May 10, 2017,~~March 25, 2019, we completed the ~~acquisition~~acquisitions of ~~Paradise Park Largo,~~Drummer Boy Camping Resort, a ~~108-site manufactured home~~465-site RV community located in ~~Largo, Florida. The~~Gettysburg, Pennsylvania, and Lake of the Woods Campground, a 303-site RV community located in Wautoma, Wisconsin, for a total purchase price of ~~approximately $8.0 million was~~$25.4 million. These acquisitions were funded with available cash and ~~an assumed loan. The $5.9~~a loan assumption of approximately $10.8 million, ~~loan has an interest rate~~excluding mortgage premium of ~~4.6% that matures~~$0.4 million.

On January 23, 2019, we closed on the sale of 5 all-age MH communities located in ~~2040.~~Indiana and Michigan, collectively containing 1,463 sites, for $89.7 million and recognized a gain of $52.5 million, net of transaction costs, during the first quarter of 2019.

Note 67 – Investment in Unconsolidated Joint Ventures

On August 8, 2017, we contributed approximately $30.0 million to acquire a 49% interest in Florida Atlantic Holding, LLC ("Loggerhead"). Loggerhead owns a portfolio of 11 marinas located in Florida. The contribution was funded by net proceeds from sales of common stock under our ATM equity offering program. Our ownership interest in Loggerhead is accounted for under the equity method of accounting.

On June 15, 2017, we entered into a joint venture agreement to purchase Crosswinds Mobile Home Park, a 376-site manufactured home community located in St. Petersburg, Florida. The purchase price of the Property was $18.4 million. We contributed $2.2 million for a 49% equity interest in the joint venture. The joint venture is accounted for under the equity method of accounting. As part of the transaction, we issued a short term loan of $13.8 million to the joint venture. The loan bears interest at 5% per annum, can be repaid with no penalty prior to maturity and matures on December 12, 2017.

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 6 – Investment in Unconsolidated Joint Ventures (continued)~~

The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016)~~2019, respectively):


						Investment as of				Joint Venture Income/(Loss) for the Nine Months Ended										Investment as of				Income/(Loss) for Quarters Ended
Investment	Location	Number of Sites ^(d)	Economic Interest ^(a)			September 30, 2017		December 31, 2016		September 30, 2017		September 30, 2016			Location	Number of Sites	Economic Interest ^(a)			March 31, 2020		December 31, 2019		March 31, 2020			March 31, 2019
Meadows	Various (2,2)	1,077	50	%		$	170	$	510	$	1,610	$	1,026		Various (2,2)	1,077	50	%		$	146	$	146	$	—		$	397
Lakeshore	Florida (3,2)	720	(b)			2,170		56		10		250			Florida (3,3)	721	(b)			2,408		2,467		90			69
Voyager	Arizona (1,1)	1,801	50	%	^(c)	3,455		3,376		795		902			Arizona (1,1)	1,801	50	%	^(c)	588		599		(10		)	604
Loggerhead	Florida	2,343	49	%		31,646		—		230		—			Florida	2,343	—	%	^(d)	—		—		—			321
ECHO JV	Various	—	50	%		15,525		15,427		231		(36		)	Various	—	50	%		16,988		16,862		127			142
		5,941				$	52,966	$	19,369	$	2,876	$	2,142			5,942				$	20,130	$	20,074	$	207		$	1,533

We received approximately ~~$2.7~~$0.2 million and ~~$5.5~~$0.7 million in distributions from ~~these~~our unconsolidated joint ventures for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, respectively. Approximately $0.1 ~~million and $0.6~~ million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarter ~~and nine months~~ ended ~~September 30, 2017,~~March 31, 2020, and as such, were recorded as income from unconsolidated joint ventures. None of the distributions made to us exceeded our basis in joint ventures for the quarter ~~and nine months~~ ended ~~September 30, 2016.~~March 31, 2019.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 78 – Borrowing Arrangements

Mortgage Notes Payable

AsOur mortgage notes payable is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of ~~September 30, 2017 and December 31, 2016, we had outstanding~~our mortgage ~~indebtedness of approximately $1,981.6 million and $1,891.9 million, respectively, net of deferred financing costs.~~notes payable:



	As of March 31, 2020				As of December 31, 2019
(amounts in thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
Mortgage notes payable, excluding deferred financing costs	$	2,414,922	$	2,285,847	$	2,227,185	$	2,072,416

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, ~~for the nine months ended September 30, 2017~~as of March 31, 2020, was approximately ~~4.8%~~4.3% per annum. The debt bears interest at stated rates ranging from ~~3.5%~~2.7% to 8.9% per annum and matures on various dates ranging from ~~2018~~2021 to 2041. The debt encumbered a total of ~~128~~125 and ~~126~~116 of our Properties as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively, and the gross carrying value of such Properties was approximately ~~$2,396.2~~$2,634.2 million and ~~$2,296.6~~$2,524.7 million, as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively.

During the quarter ended September 30, 2017, we entered into three new loans, each secured by a manufactured home community, totaling $146.0 million. The loans have a stated interest rate of 4.07% and mature in 2037.

During the quarter ended September 30, 2017, we also paid off one maturing mortgage loan of $6.9 million, with a weighted average interest rate of 6.47% per annum, secured by one manufactured home community.

In connection with the Paradise Park Largo acquisition during the quarter ended June 30, 2017, we assumed approximately $5.9 million of mortgage debt secured by the manufactured home community with an interest rate of 4.6% that matures in 2040.2020 Activity

During the quarter ended March 31, ~~2017,~~2020, we ~~paid off one~~entered into a $275.4 million secured credit facility with Fannie Mae, maturing in 10 years and bearing a 2.7% interest rate. The facility is secured by eight MH and four RV communities. We also repaid $48.1 million of principal on 3 mortgage ~~loan~~loans that were due to mature in 2020, incurring $1.0 million of ~~approximately $21.1 million, with~~prepayment penalties. These mortgage loans had a weighted average interest rate of ~~5.76%~~5.2% per annum and were secured by ~~one manufactured home community.~~three MH communities.

During the quarter ended March 31, 2019, we defeased mortgage debt of $11.2 million in conjunction with the disposition of 5 all-age MH communities as disclosed in Note 6. Investment in Real Estate. These loans had a weighted average interest rate of 5.0% per annum. We also assumed mortgage debt of $10.8 million, excluding mortgage note premium of $0.4 million, as a result of the acquisitions that were closed during the quarter. This loan carries an interest rate of 5.5% per annum and matures in 2024.

Unsecured Line of Credit

During the quarter ended March 31, 2020, we borrowed and paid off amounts on our unsecured Line of Credit ("LOC"), leaving no balance outstanding as of March 31, 2020. As of March 31, 2020, our LOC has a remaining borrowing capacity of $400 million with the option to increase the borrowing capacity by $200 million, subject to certain conditions. The LOC had $160 million outstanding at December 31, 2019.

As of ~~September 30, 2017,~~March 31, 2020, we ~~are~~were in compliance in all material respects with the covenants in all our borrowing arrangements.

Note 9 – 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. We do not enter into derivatives for speculative purposes. In connection with our $200.0 million senior unsecured term loan (the “Term Loan”), which has an interest rate of LIBOR plus 1.20% to 1.90% per annum, we entered into a three-year LIBOR Swap Agreement (the "Swap") allowing us to trade the variable interest rate on the Term Loan for a fixed interest rate. The Swap has a notional amount of $200.0 million of outstanding principal with an underlying LIBOR of 1.85% per annum for the first three years and matures on November 1, 2020. Based on the leverage as of March 31, 2020, our spread over LIBOR was 1.20% resulting in an estimated all-in interest rate of 3.05% per annum.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 9 – Derivative Instruments and Hedging Activities (continued)

Our derivative financial instrument is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:



		As of March 31,		As of December 31,
(amounts in thousands)	Balance Sheet Location	2020		2019
Interest Rate Swap	Accounts payable and other liabilities	$	1,713	$	380

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



Derivatives in Cash Flow Hedging Relationship	Amount of (gain)/loss recognized in OCI on derivative for the quarter ended March 31,				Location of (gain)/ loss reclassified from accumulated OCI into income	Amount of (gain)/loss reclassified from accumulated OCI into income for the quarter ended March 31,
(amounts in thousands)	2020		2019		(amounts in thousands)	2020		2019
Interest Rate Swap	$	1,424	$	606	Interest Expense	$	91	$	(325	)

During the next seven months through the maturity date of November 1, 2020, we estimate that $1.7 million will be reclassified as an increase to interest expense. This estimate may be subject to change as the underlying LIBOR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of March 31, 2020, we had not posted any collateral related to this Swap.

Note 810 – Equity Incentive Awards

Stock-based compensation expense, reported in general and administrative on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended September 30, 2017 and 2016 was approximately $2.6 million and $2.4 million, respectively, and for both the nine months ended September 30, 2017 and 2016 was approximately $6.8 million.

Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by ~~our~~the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. ~~Pursuant to~~During the ~~2014 Plan, our officers, directors, employees and consultants may be awarded (i)~~quarter ended March 31, 2020, 90,933 shares of common stock (“Restricted Stock”), (ii) options to acquire shares of common stock (“Options”), including non-qualified stock options and incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and (iii) other forms of equity awards, subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of our Board of Directors (the “Compensation Committee”). The Compensation Committee will determine the vesting schedule, if any, of each Restricted Stock Grant or Option and the term of each Option, which term shall not exceed ten years from the date of grant. Shares that do not vest are forfeited. Dividends paid on restricted stock ~~are not returnable, even if the underlying stock does not entirely vest. A maximum of 3,750,000 shares of common stock~~ were ~~originally available for grant under the 2014 Plan. As of September 30, 2017, 3,126,885 shares remained available for grant.~~

Grants under the 2014 Plan are approved by the Compensation Committee, which determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award, except grants to directors which are approved by the Board of Directors.

~~On May 2, 2017, we~~ awarded certain members of our Board of Directors 55,238 shares of Restricted Stock at a fair market value of approximately $4.5 million and Options to purchase 6,930 shares of common stock with an exercise price of $81.15 per share. The shares of common stock covered by these awards are subject to multiple tranches that vest between November 2, 2017 and May 2, 2020.

~~On February 1, 2017, we awarded 75,000 shares of Restricted Stock at a fair market value of approximately $5.4 million~~ to certain members of our ~~senior~~ management ~~for their service~~team. Of these shares, 50% are time-based awards, vesting in ~~2017. These restricted stock grants will vest~~equal installments over a three-year period on ~~December~~January 29, 2021, January 31, ~~2017.~~

~~The~~2022, and January 27, 2023, respectively, and have a grant date fair ~~market~~ value of ~~our restricted stock grants was determined~~$3.3 million. The remaining 50% are performance-based awards vesting in equal installments on January 29, 2021, January 31, 2022, and January 27, 2023, respectively, upon meeting performance conditions as established by the Compensation Committee in the year of the vesting period. They are valued using the closing ~~share~~ price at the grant date when all the key terms and conditions are known to all parties. The 15,154 shares of ~~our common~~restricted stock subject to 2020 performance goals have a grant date fair value of $1.1 million.

Stock based compensation expense, reported in General and administrative expense on the ~~date~~Consolidated Statements of Income and Comprehensive Income, for the ~~shares were issued~~quarters ended March 31, 2020 and ~~is recorded as compensation expense~~2019, was $3.0 million and ~~paid in capital over the vesting period.~~$2.4 million, respectively.

Note 911 – Commitments and Contingencies

Based on our assessment and available information as of the quarter ended September 30, 2017, we recognized expense of $3.7 million during the quarter and nine months ended September 30, 2017 related to property damage and restoration work that had been reasonably estimated and/or completed to date at our Florida properties as a result of Hurricane Irma. Based on our evaluation of these costs and our review of the potential insurance claim and our estimate of the related deductible, we recorded a revenue accrual of $3.5 million during the quarter and nine months ended September 30, 2017. As of September 30, 2017, while we expect additional amounts to be identified in the future, we cannot estimate the total expenses or recoveries related to Hurricane Irma.

~~California Rent Control Litigation~~

As part of our effort to realize the value of our Properties subject to rent control, we previously initiated lawsuits against certain localities in California with the goal of achieving a level of regulatory fairness in California's rent control jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon turnover. Such regulations allow tenants to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In our view, such regulations result in a transfer to the tenants of the value of our land, which would otherwise be reflected in market rents. We have discovered through the litigation process that certain municipalities considered condemning our Properties at values well below the value of the underlying land. In our view, a failure to articulate market rents for Sites governed by restrictive rent control would put us at risk for condemnation or eminent domain proceedings based on artificially reduced rents. Such a physical taking, should it occur, could represent substantial lost value to stockholders. We are cognizant of the need for affordable housing in the jurisdictions, but assert that restrictive rent regulation does not promote this purpose because tenants pay to their sellers as part of the purchase price

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 9 – Commitments and Contingencies (continued)~~

of the home all the future rent savings that are expected to result from the rent control regulations, eliminating any supposed improvement in the affordability of housing. In a more well-balanced regulatory environment, we would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts have included the following matters:

We sued the City of San Rafael on October 13, 2000 in the U.S. District Court for the Northern District of California, challenging its rent control ordinance on constitutional grounds. While the District Court found the rent control ordinance unconstitutional, the United States Court of Appeals for the Ninth Circuit reversed the District Court and ruled that the ordinance had not unconstitutionally taken our property. On September 3, 2013, we filed a petition for review by the U.S. Supreme Court, which was denied.

On January 31, 2012, we sued the City of Santee in the United States District for the Southern District of California challenging its rent control ordinance on constitutional grounds. On September 26, 2013, we entered a settlement agreement with the City pursuant to which we are able to increase Site rents at the Meadowbrook community through January 1, 2034 as follows: (a) a one-time 2.5% rent increase on all Sites in January 2014; plus (b) annual rent increases of 100% of the consumer price index (CPI) beginning in 2014; and (c) a 10% increase in the rent on a site upon turnover of that site. Absent the settlement, the rent control ordinance limited us to annual rent increases of at most 70% of CPI with no increases on turnover of a site.

~~Settlement of California Lawsuits~~

On January 18, 2017, we entered into agreements pursuant to which we agreed to settle three California lawsuits related to our California Hawaiian property in San Jose, our Monte del Lago property in Castroville and our Santiago Estates property in Sylmar. Each of the three plaintiff groups was represented by the same law firm and alleged that the Company failed to properly maintain the respective properties. The settlement agreements provided for $9.9 million to be paid to settle the California Hawaiian matter, $1.5 million to be paid to settle the Monte del Lago matter and $1.9 million to be paid to settle the Santiago Estates matter. As a result, a litigation settlement payable was recorded in Accrued expenses and accounts payable as of December 31, 2016. In addition, an insurance receivable was recorded in escrow deposits, goodwill and other assets, net as of December 31, 2016, resulting in a net settlement of approximately $2.4 million reflected as a component of property rights initiatives and other, net on the consolidated statement of income for the year ended December 31, 2016. During the quarter ended March 31, 2017, the settlements were finalized, the settlement payments were made and the insurance payments were received. These settlements resolved all pending matters brought by plaintiffs’ counsel against us or any of our affiliates. Pursuant to the settlement agreements, all plaintiffs provided full releases to each of the defendants and their affiliates including with respect to the claims alleged in the lawsuits, and each of the lawsuits and related appeals were dismissed with prejudice. The settlements do not constitute an admission of liability by us or any of our affiliates and were made to avoid the costs, risks and uncertainties inherent in litigation.

~~Civil Investigation by Certain California District Attorneys~~

In November 2014, we received a civil investigative subpoena from the office of the District Attorney for Monterey County, California ("MCDA"), seeking information relating to, among other items, statewide compliance with asbestos and hazardous waste regulations dating back to 2005 primarily in connection with demolition and renovation projects performed by third-party contractors at our California Properties. We responded by providing the information required by the subpoena.

On October 20, 2015, we attended a meeting with representatives of the MCDA and certain other District Attorneys' offices at which the MCDA reviewed the preliminary results of their investigation including, among other things, (i) alleged violations of asbestos and related regulations associated with approximately 200 historical demolition and renovation projects in California; (ii) potential exposure to civil penalties and unpaid fees; and (iii) next steps with respect to a negotiated resolution of the alleged violations. No legal proceedings have been instituted to date and we are involved in settlement discussions with the District Attorneys' offices. We continue to assess the allegations and the underlying facts, and at this time we are unable to predict the outcome of the investigation or reasonably estimate any possible loss.

~~In addition to legal matters discussed above, we~~ are involved in various ~~other~~ legal and regulatory proceedings ("~~Other~~ Proceedings") arising in the ordinary course of business. The ~~Other~~ Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, ~~and~~ 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.

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 9 – Commitments and Contingencies (continued)~~

Management believes these ~~Other~~ Proceedings taken together do not represent a material liability. In addition, to the extent any such ~~proceedings~~Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.

The Operating Partnership operates and manages Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expire on August 31, 2022 and do not contain extension options. The master lessor of these ground leases, The Nicholson Family Partnership (the “Nicholsons”), has expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 11 – Commitments and Contingencies (continued)

with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents.

We believe the Nicholsons’ demand is unlawful, and on December 30, 2019, the Operating Partnership filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership has no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership filed an amended complaint on January 29, 2020. The Nicholsons filed a demand for arbitration on January 28, 2020, which they subsequently amended, pursuant to which they request a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, is “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms.” On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the litigation, which motion is currently scheduled to be heard on June 25, 2020. We intend to continue to vigorously defend our interests in this matter. As of March 31, 2020 we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments

We have identified ~~two~~2 reportable ~~segments which are:~~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. 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 ~~are~~were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2020 or ~~2016.~~2019.

The following tables summarize our segment financial information for the quarters ended March 31, 2020 and ~~nine months ended September 30,~~ ~~2017~~ ~~and~~ ~~2016~~ ~~(amounts in thousands):~~2019:

Quarter Ended~~September 30, 2017~~ March 31, 2020

Quarter EndedMarch 31, 2019



(amounts in thousands)	Property Operations			Home Sales and Rentals Operations			Consolidated
Operations revenues	$	246,016		$	10,337		$	256,353
Operations expenses	(108,970		)	(8,919		)	(117,889		)
Income from segment operations	137,046			1,418			138,464
Interest income	894			850			1,744
Depreciation and amortization	(35,543		)	(2,434		)	(37,977		)
Gain on sale of real estate, net	52,507			—			52,507
Income (loss) from operations	$	154,904		$	(166	)	$	154,738
Reconciliation to consolidated net income:
Corporate interest income							7
Income from other investments, net							986
General and administrative							(9,909		)
Other expenses							(427		)
Interest and related amortization							(26,393		)
Equity in income of unconsolidated joint ventures							1,533
Consolidated net income							$	120,535

Total assets	$	3,771,453		$	237,424		$	4,008,877
Capital improvements	$	24,406		$	28,035		$	52,441

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments (continued)

~~Quarter EndedSeptember 30, 2016~~

Property
Operations

Home Sales
and Rentals
Operations
Consolidated
Operations revenues $ 207,162
$ 14,655
$ 221,817
Operations expenses (101,640 ) (13,422 ) (115,062 )
Income from segment operations 105,522
1,233
106,755
Interest income 711
1,056
1,767
Depreciation on real estate assets and rental homes (26,804 ) (2,714 ) (29,518 )
Amortization of in-place leases (1,376 ) —
(1,376 )
Income (loss) from operations $ 78,053
$ (425 ) $ 77,628
Reconciliation to Consolidated net income:
Corporate interest income —
Income from other investments, net 2,581
General and administrative (7,653 )
Property rights initiatives and other (855 )
Interest and related amortization (25,440 )
Equity in income of unconsolidated joint ventures 496
Consolidated net income $ 46,757

Total assets $ 3,238,699
$ 231,684
$ 3,470,383

~~Nine Months EndedSeptember 30, 2017~~

Property
Operations

Home Sales
and Rentals
Operations
Consolidated
Operations revenues $ 648,766
$ 37,100
$ 685,866
Operations expenses (310,337 ) (33,604 ) (343,941 )
Income from segment operations 338,429
3,496
341,925
Interest income 2,256
3,122
5,378
Depreciation on real estate assets and rental homes (82,939 ) (7,910 ) (90,849 )
Amortization of in-place leases (2,128 ) —
(2,128 )
Income (loss) from operations $ 255,618
$ (1,292 ) $ 254,326
Reconciliation to Consolidated net income:
Corporate interest income 164
Income from other investments, net 3,918
General and administrative (23,339 )
Property rights initiatives and other (814 )
Interest and related amortization (74,728 )
Equity in income of unconsolidated joint ventures 2,876
Consolidated net income $ 162,403

Total assets $ 3,298,122
$ 227,725
$ 3,525,847
Capital improvements $ 52,040
$ 35,837
$ 87,877

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 10 – Reportable Segments (continued)~~

~~Nine Months Ended September 30, 2016~~

Property
Operations

Home Sales
and Rentals
Operations
Consolidated
Operations revenues $ 605,072
$ 39,695
$ 644,767
Operations expenses (286,527 ) (35,929 ) (322,456 )
Income from segment operations 318,545
3,766
322,311
Interest income 2,164
2,841
5,005
Depreciation on real estate assets and rental homes (79,086 ) (8,117 ) (87,203 )
Amortization of in-place leases (2,139 ) —
(2,139 )
Income (loss) from operations $ 239,484
$ (1,510 ) $ 237,974
Reconciliation to Consolidated net income:
Corporate interest income 47
Income from other investments, net 6,574
General and administrative (23,315 )
Property rights initiatives and other (2,036 )
Interest and related amortization (76,635 )
Equity in income of unconsolidated joint ventures 2,142
Consolidated net income $ 144,751

Total assets $ 3,238,699
$ 231,684
$ 3,470,383
Capital improvements $ 38,758
$ 48,558
$ 87,316

The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, 2020 and ~~nine months ended September 30,~~ ~~2017~~ ~~and~~ ~~2016~~ ~~(amounts in thousands):~~ 2019:

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 10 – Reportable Segments (continued)~~

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016 (amounts in thousands):~~2019:

Rental home income ^(a)

______________________

Note ~~11 -~~13 – Subsequent Events

~~During October 2017,~~We are actively monitoring the rapidly evolving situation related to the novel coronavirus (COVID-19) pandemic. On April 1, 2020, we sold 336,290 shares of common stock as part of the ATM equity offering program at a weighted average price of $85.13, resulting in net cash proceeds of $28.3 million. Our Board of Directors has approved a new ATM equity offering program having an aggregate offering price of up to $200.0 million.

~~On October 16, 2017, we entered into a $204~~borrowed $100.0 million secured facility with Fannie Mae, maturing in 2037 and bearing a 3.97% fixed interest rate. The loan is secured by five manufactured home communities. We used the proceeds to pay, in full, $194.2 million of loans that would have matured in 2018. We incurred approximately $2.2 million in prepayment penalties associated with the debt repayment.

On October 27, 2017, we entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among us, MHC Operating Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the terms of the obligations owed by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014 pursuant to which we have access to a $400 million unsecuredon our line of credit ~~(the “LOC”)~~as a precautionary measure to increase liquidity and ~~the $200~~preserve financial flexibility. Our line of credit has remaining availability of $300 million, ~~senior unsecured term loan facility (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six month increments,~~ subject to certain conditions. ~~The LOC bears interest at a rate~~

On April 28, 2020, our stockholders approved an amendment to our charter to increase the number of ~~LIBOR plus 1.10% to 1.55% and requires an annual facility fee of 0.15% to 0.35%.~~

~~We also extended the term~~shares of our ~~Term Loan. The Term Loan now matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20%~~common stock that we are authorized to 1.90% per annum. For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms. We incurred commitment and arrangement fees of approximately $3.6 millionissue from 400,000,000 to ~~enter into the Second Amended and Restated Credit Agreement.~~600,000,000 shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the ~~Consolidated Financial Statements~~consolidated financial statements and ~~related Notes~~accompanying notes thereto included ~~elsewhere~~ in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016, and with~~2019 ("2019 Form 10-K"), as well as information in the ~~information under the heading~~ "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~Annual Report~~2019 Form 10-K. All shares of common stock ("Common Shares") and units of common interests in our Operating Partnership ("OP Units") as well as per share results reflect the two-for-one stock split that was completed on ~~Form 10-K~~October 15, 2019.

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (COVID-19) a pandemic. See the COVID-19 Pandemic Update ("COVID Update") section below for a discussion of the ~~year ended December 31, 2016.~~impact on our business to date, including operational changes we have implemented, performance indicators such as rent collections through April 17, 2020 and factors that we anticipate will inform our future decisions and actions. The current operating environment is changing rapidly. Our future response and the resulting impact on our business is difficult to predict. The extent of the impact that the COVID-19 pandemic will have on our business going forward, including our financial condition, results of operations and cash flows, is dependent on multiple factors, many of which are unknown. For additional details, see Item 1A. Risk Factors.

Overview and Outlook

We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner and operator of ~~lifestyle-oriented~~ properties (“Properties”) consisting primarily of manufactured home ("MH") ~~communities~~ and recreational vehicle ("RV") ~~resorts and campgrounds.~~communities. As of ~~September 30, 2017,~~March 31, 2020, we owned or had an ownership interest in a portfolio of ~~404~~413 Properties located throughout the United States and Canada containing ~~149,448 Sites.~~156,655 individual developed areas ("Sites"). These ~~properties~~Properties are located in 3233 states and British Columbia, with more than 90 Properties with lake, river or ocean frontage and more than ~~100~~120 Properties within 10 miles of the coastal United States.

We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering value to our residents and guests as well as stockholders. Our business model is intended to provide an opportunity for increased cash flows and appreciation in value. We seek growth in earnings, Funds from Operations ("FFO") and cash flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining high quality customers to our Properties, who take pride in our Properties and in their homes, and efficiently managing our Properties by increasing occupancy, maintaining competitive market rents and controlling expenses. We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.

We believe the demand from baby boomers for MH and RV communities will continue to be strong over the long term. It is estimated that approximately 10,000 baby boomers are turning 65 daily through 2030. In addition, the population age 55 and older is expected to grow 18% from 2020 to 2035. These individuals, seeking an active lifestyle, will continue to drive the market for second home sales as vacation properties, investment opportunities or retirement retreats. We expect it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes. We also believe the Millennial and Generation X demographic will contribute to our future long-term customer pipeline. Millennials and Generation X combined represent over half of RV buyers. There is an increasing trend among these groups to adopt a minimalist lifestyle due to its affordability, preference over home quality relative to its size and the overall unique experience that our communities can provide. We believe the demand from baby boomers and these younger generations will continue to outpace supply for MH and RV communities. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been limited new communities developed in our target geographic markets.

We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, ~~(also referred to~~also known as membership ~~products)~~subscriptions, which provide ~~our customers~~them access to specific Properties for limited stays. ~~Our~~ MH ~~community~~ Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and ~~annual RV resort~~marina Sites are leased on an annual ~~basis.~~basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. 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. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. ~~Sites designated as right-to-use Sites are primarily utilized to service the approximately 106,900~~We also generate revenue from customers ~~who have entered into right-to-use contracts (otherwise referred to as "memberships")~~renting our marina slips and ~~who pay annual membership dues.~~

~~We also~~dry storage. Additionally, we have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures inon the Consolidated Statements of Income and Comprehensive Income. ~~During the quarter, we contributed approximately $30.0 million to acquire a 49% interest in Florida Atlantic Holding, LLC ("Loggerhead"). Loggerhead owns a portfolio of 11 marinas located in Florida.~~

Management's Discussion and Analysis (continued)

The following table shows the breakdown of our Sites by type ~~are as follows~~ (amounts are approximate):



		Total Sites as of ~~September 30, 2017~~March 31, 2020
~~Community~~MH Sites	~~71,100~~	72,200
~~Resort~~RV Sites:
Annual	~~26,600~~	29,700
Seasonal	~~11,200~~	10,200
Transient	~~10,500~~	13,900
Marina Slips		2,300
~~Right-to-use~~Membership ⁽¹⁾	~~24,100~~	24,600
Joint Ventures ⁽²⁾	~~5,900~~	3,600
Total ⁽³⁾	~~149,400~~	156,700

_________________________


⁽³⁾	Total does not foot due to rounding.

In our Home Sales and ~~Rental~~Rentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing ~~Site Set~~manufactured homes and cottages that are located in Properties owned and managed by us. We ~~continue to focus on our rental operations, as we~~ believe renting our vacant ~~new~~ homes ~~may represent~~represents an attractive source of occupancy and ~~the~~an opportunity to convert the renter to a ~~new~~ homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the "ECHO JV"). ~~We provide~~Additionally, home sale brokerage services are offered to our residents ~~of our Properties~~ who ~~move~~may choose to sell their homes rather than relocate them when moving from a ~~Property but do not relocate their home. In addition,~~Property. At certain Properties, we operate ancillary ~~activities at certain Properties,~~facilities, such as golf courses, pro shops, stores and restaurants.

In the manufactured housing industry, options for home financing, also known as chattel financing, ~~options~~ are limited. ~~Financing~~Chattel financing options available today include community ~~owner funded~~owner-funded programs or ~~third party~~third-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. ~~Third party~~Third-party lender programs have stringent underwriting criteria, sizable down payment requirements, short loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to ~~purchasers of homes~~homebuyers at our Properties.

~~Management's Discussion (continued)~~

We invest in Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on increasing operating cash flows. We seek growth in earnings, funds from operations ("FFO") and cash flows by enhancing the profitability and operation of our Properties and investments. We seek to accomplish this by attracting high quality customers to our Properties and retaining these customers who take pride in the Property and in their homes and efficiently managing our Properties to increase operating margins by increasing occupancy, maintaining competitive market rents and controlling expenses.

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

In addition to ~~Net~~net income computed in accordance with ~~GAAP,~~U.S. Generally Accepted Accounting Principles ("GAAP"), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized ~~funds~~Funds from ~~operations~~Operations ("~~NFFO"~~Normalized FFO"), (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for ~~properties~~Properties owned and operated in both periods under comparison), and (vi) Income from rental operations, net of depreciation. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.

COVID-19 Pandemic Update

Since the COVID-19 pandemic began, we have taken actions to prioritize the safety and security of our employees, residents and customers, while maintaining our high-quality standards in service to our residents and customers. As of April 17, 2020, our MH and RV properties, with the exception of 46 Northern RV resorts, are open and are complying with federal, state and local shelter-in-place orders. To achieve compliance with these shelter-in-place orders, we have implemented, and may continue to implement, operational changes. For example, we have implemented Center for Disease Control ("CDC") and local public health department guidelines and developed protocols for social distancing and enhanced community and office cleaning procedures. Our property offices are open to residents and customers by appointment only, and we have closed all indoor amenity areas, including on-site stores and restaurants, pools and playgrounds. We have transitioned to work from home in our corporate and regional offices.

With consideration for the hardship our residents and customers may have experienced as a result of COVID-19 and in response to certain regulatory guidelines, we have taken the following actions: suspended mailing of April 2020 MH rent increase notices, introduced a rent deferral program for financial hardship related to COVID-19, which allows residents to pay April rent over the subsequent three months, waived April late fees and RV cancellation fees, allowed extended stays for Thousand Trails members and suspended eviction proceedings.

Management's Discussion and Analysis (continued)

Certain of our property-level employees are not working or have reduced hours pending a delayed opening or resumption of operations subject to shelter-in-place orders. We introduced a supplemental benefit program to provide continuation of pay for up to two weeks during the period of disruption caused by the pandemic.

During the first quarter of 2020, the primary financial statement impact from the COVID-19 pandemic was a reduction of transient RV revenue as certain transient customers terminated reservations earlier than expected or canceled upcoming reservations to visit our Properties. For the quarter ended March 31, 2020, we earned approximately $11.1 million of transient RV revenue in our Core portfolio as compared to $12.0 million for the same period in 2019.

As we entered the second quarter, we identified cash collections as the primary indicator of disruption to our business. As of April 17, 2020: we received 96% of April MH rent as compared to 97% at the same time in April 2019, and we received 96% of April rent from our RV annual customers as compared to 98% at the same time in April 2019. Our collections from the customers of 46 Northern RV resorts, who generally pay a deposit in advance of the season and make an installment payment upon arrival at the RV resort when the season begins, have been affected by the delayed openings of those resorts. Customers of these Northern RV resorts generated approximately 20% of 2019 RV annual revenue, and as of April 17, 2020, we received approximately 61% of the installment payment amounts as compared to 71% at the same time in April 2019. As of April 17, 2020, seasonal RV customers have made $2.1 million in reservations for April or 88% of the $2.4 million in seasonal RV reservations for April at this time in April 2019. As of April 17, 2020, we have received approximately 95% of the cash receipts from Thousand Trails dues payments at this time in April 2019. We received 93% of Marina April billing as of April 17, 2020.

As we continue to adapt operations in response to COVID-19, we anticipate continuing to make decisions that comply with the various federal, state and local authorities. We are closely monitoring updates to the shelter-in-place orders, and we intend to resume any suspended operations as quickly as permitted and when we believe conditions are safe for our customers and employees to do so. As a result of the various shelter-in-place orders, we stopped accepting reservations for transient stays through April 30, 2020. In 2019, 23% of our RV transient revenue for the second quarter was earned in April, 33% in May and 44% in June. This business disruption represents the most significant impact to our financial performance to date.

Our decision to suspend mailing of MH rent increases in April resulted in approximately 5% of our MH residents not receiving a notice of rent increase effective August 1, 2020. Our April rent deferral program was accepted by approximately 300 residents, and the amount approved was less than 40 basis points of rent billed in April. Our employee time off program has resulted in additional employee benefits of approximately $0.3 million since introduction, which has been offset by reduced payroll expense.

Based on our performance to date, the feedback from our customers and employees and the financial impact of programs we have implemented to date, we intend to continue the following programs in May: rent deferral for residents providing evidence of COVID-19 related hardship similar to the program for April, waiver of late fees, waiver of RV cancellation fees, employee time off program, extension of stays for Thousand Trails members and suspension of eviction proceedings. While this is our current plan for these programs in May, there can be no assurance that these programs will be extended, and we may take additional actions.

We attribute the solid performance of our business, as shown by the April cash collection activity, to the fundamentals of our business model. Our customers have made an investment in a housing unit that is placed on land leased from us. In addition, there is continued demand for our properties. The property locations and the lifestyle we offer have broad appeal to customers interested in enjoying an outdoor experience. We believe this is particularly relevant in a COVID-19 impacted environment. We intend to continue to monitor the rapidly evolving situation and we may take further actions that alter our business operations as may be required and that are in the best interests of our employees, residents, customers and shareholders.

Results Overview

~~Net~~For the quarter ended March 31, 2020, net income available for Common Stockholders increased $7.5 million, to $48.5 million for the quarter ended September 30, 2017, compared to $41.0 million for the quarter ended September 30, 2016. Net income available for Common Stockholders increased $17.8 million, to $144.9 million for the nine months ended September 30, 2017, compared to $127.1 million for the nine months ended September 30, 2016.

~~For the quarter ended September 30, 2017, Funds from Operations (“FFO”) available for Common Stock and OP Unit holders increased $7.4~~decreased $46.4 million, or ~~$0.07~~$0.26 per fully diluted Common Share, to ~~$84.3~~$66.9 million, or ~~$0.90~~$0.37 per fully diluted Common Share, compared to ~~$76.9~~$113.3 million, or ~~$0.83~~$0.63 per fully diluted Common Share, for the same period in ~~2016.~~ 2019. Net income available for Common Stockholders for the quarter ended March 31, 2019 included a gain on sale of real estate, net of $52.5 million as a result of the sale of five MH communities.

For the ~~nine months~~quarter ended ~~September 30, 2017,~~March 31, 2020, FFO available for Common Stock and OP Unit holders increased ~~$21.9~~$4.3 million, or ~~$0.22~~$0.02 per fully diluted Common Share, to ~~$252.3~~$112.3 million, or ~~$2.71~~$0.58 per fully diluted Common Share, compared to ~~$230.4~~$108.0 million, or ~~$2.49~~$0.56 per fully diluted Common Share, for the same period in ~~2016.~~2019.

For the quarter ended September 30, 2017, Normalized Funds from Operations (“Normalized FFO”) available for Common Stock and OP Unit holders increased $7.9 million, or $0.08 per Common Share, to $85.1 million, or $0.91 per Common Share, compared to $77.2 million, or $0.83 per Common Share, for the same period in 2016. For the nine months ended September 30, 2017,March 31, 2020, Normalized FFO available for Common Stock and OP Unit holders increased ~~$22.1~~$5.6 million, or ~~$0.22~~$0.03 per fully diluted Common Share, to ~~$253.4~~$113.3 million, or ~~$2.72~~$0.59 per fully diluted Common Share, compared to ~~$231.3~~$107.7 million, or ~~$2.50~~$0.56 per fully diluted Common Share, for the same period in ~~2016.~~2019.

Management's Discussion and Analysis (continued)

For the quarter ended ~~September 30, 2017~~March 31, 2020, our Core Portfolio property operating revenues, ~~in our Core Portfolio,~~ excluding deferrals, ~~were up 7.0%~~increased 5.4% and property operating expenses, ~~in our Core Portfolio,~~ excluding deferrals and property management, ~~were up 6.8%~~increased 5.8%, from the ~~quarter ended September 30, 2016,~~same period in 2019, resulting in an increase in ~~our~~ income from property operations, excluding deferrals and property management, of 7.2%, from the quarter ended September 30, 2016. For the nine months ended September 30, 2017 property operating revenues in our Core Portfolio, excluding deferrals, were up 5.6% and property operating expenses in our Core Portfolio, excluding deferrals and property management, were up 6.2% from the nine months ended September 30, 2016, resulting in an increase in our income from property operations excluding deferrals and property management of 5.2%~~, from the nine months ended September 30, 2016.~~

During the quarter ended September 30, 2017, Hurricane Irma made landfall in the state of Florida. Our properties were affected by flooding, wind, wind-blown debris, fallen trees and tree branches. Overall, homes in our communities held up well with most of the structural damage limited to carports, screen rooms and awnings. Structural damage to common areas was also limited. Our Florida mainland properties resumed normal operations shortly after Hurricane Irma. Two RV resorts in the Florida Keys will reopen as utility services are restored. We are in the process of estimating the financial impact of the storm on our properties and we believe we have adequate insurance, subject to deductibles, including business interruption coverage. During the quarter ended September 30, 2017, we recorded expense of $3.7 million related to property damage and restoration work that had been reasonably estimated and/or completed to date. In addition we recorded revenue of $3.5 million related compared to the ~~expected insurance recovery from this loss.~~same period in 2019.

~~Management's Discussion (continued)~~

WeWhile we continue to focus on ~~the quality of occupancy growth by~~ increasing the number of manufactured homeowners in our Core ~~Portfolio.~~Portfolio, we also believe renting our vacant homes may represent an attractive source of occupancy and an opportunity to potentially convert the renter to a new homebuyer in the future. We continue to expect there to be fluctuations in the sources of occupancy gains depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. Our Core Portfolio average occupancy, ~~consists of occupied home sites~~including both homeowners and renters, in our MH communities ~~(both homeowners and renters) and~~ was ~~94.3%~~95.1% for the quarter ended ~~September 30, 2017,~~March 31, 2020, compared to ~~94.2%~~95.2% for the quarter ended ~~June 30, 2017~~December 31, 2019 and ~~93.5%~~95.0% for the same period in 2019. For the quarter ended ~~September 30, 2016. During the quarter ended September 30, 2017, we increased occupancy of manufactured homes within~~March 31, 2020, our Core Portfolio occupancy increased by 9513 sites with an increase in homeowner occupancy of ~~267 sites compared to occupancy as of June 30, 2017.~~76 sites. By comparison, ~~as of September 30, 2016,~~for the quarter ended March 31, 2019, our Core Portfolio occupancy increased ~~176~~61 sites with an increase in homeowner occupancy of ~~248 sites~~47 sites. In addition to higher occupancy, we have increased rental rates during the quarter ended March 31, 2020, contributing to a growth of 4.4% in MH rental income compared to ~~occupancy at June 30, 2016.~~the same period in 2019.

We continue to ~~experience growth in revenues~~grow RV rental income in our Core RV Portfolio as a result of our ability to increase ~~rental~~ rates and occupancy. RV ~~revenues~~rental income in our Core Portfolio for the quarter ended ~~September 30, 2017 were 5.8%~~March 31, 2020 was 4.8% higher than the ~~quarter ended September 30, 2016.~~same period in 2019. Annual ~~seasonal~~ and ~~transient~~seasonal revenues for the quarter ended ~~September 30, 2017~~March 31, 2020 increased ~~6.0%~~7.4% and 7.0%, ~~18.7%~~while transient revenue decreased 7.6%. The decrease in transient revenue over the same period in the prior year was primarily as a result of COVID-19. Year to date through February, transient revenue increased 5.8% over the same period in 2019.

We continue to experience strong performance in our membership base within our Thousand Trails portfolio. We sold approximately 3,200 Thousand Trail Camping ("TTC") memberships and ~~2.7%, respectively, from~~approximately 700 membership upgrades for the quarter ended ~~September 30, 2016.~~March 31, 2020, an increase in membership subscriptions and upgrade revenues of 6.1% and 26.2%, respectively, over the same period in 2019. In addition, we activated approximately 5,000 TTC memberships through our RV ~~revenues~~dealer program for the quarter ended March 31, 2020. Our customers are increasingly choosing self-service options to complete their transactions with us. For the quarter ended March 31, 2020, 38% of our Core RV transient revenue was booked through our website and 15% of our new TTC memberships were purchased online.

Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 155 new home sales during the quarter ended March 31, 2020 compared to 91 new home sales during the quarter ended March 31, 2019. The increase in new home sales was primarily due to favorable housing trends and timing of the availability of home inventory ready for sale. We continue to believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future.

As of March 31, 2020, we had 3,913 occupied rental homes in our Core MH communities, including 286 homes rented through our ECHO JV. Our Core Portfolio income from rental operations, net of depreciation, was $7.6 million for the quarters ended March 31, 2020 and 2019. Approximately $7.8 million and $7.7 million of rental operations revenue related to Site rental was included in MH base rental income in our Core Portfolio for the nine months ended September 30, 2017 were 5.4% higher than the nine months ended September 30, 2016. Annual, seasonal and transient revenues for the nine months ended September 30, 2017 increased 5.5%, 6.2% and 4.7%, respectively, from the nine months ended September 30, 2016.

We continue to offer the Thousand Trails Camping Pass (“TTC”) and as a customer acquisition tool we have relationships with a network of RV dealers to provide them with a free one-year TTC membership to give to their customers in connection with the purchase of an RV. During the quarter ended September 30, 2017 online TTC sales increased 52% from the quarter ended September 30, 2016. During the quarter ended September 30, 2017 we sold approximately 4,400 TTCs and activated approximately 4,900 RV dealer TTCs. For the nine months ended September 30, 2017 we sold approximately 11,700 TTCs and activated approximately 14,100 RV dealer TTCs.

We continue to build on our successful multi-channel marketing campaigns, incorporating social media and advanced marketing analytics. The demand for our product offerings is high as seen by web traffic, call center traffic, reservations and sales. We have now completed our summer marketing campaign. We focused on the 100 days of camping between Memorial Day and Labor Day and ran a social media promotion, which had a social media reach of 5.1 million as we encouraged customers to post pictures of themselves enjoying our properties. For the same period in 2016, our summer social media campaign reach was 3.7 million.

We see high demand for our homes and communities. We closed 173 new home sales in the quarter ended September 30, 2017 compared to 207 during the quarter ended September 30, 2016 and 413 new home sales in the nine months ended September 30, 2017 compared to 508 during the nine months ended September 30, 2016. The new home sales during the quarter and nine months ended September 30, 2017 were primarily in our Florida and Colorado communities.

~~As of September 30, 2017, we had 4,502 occupied rental homes in our MH communities. For the~~ quarters ended ~~September 30, 2017~~March 31, 2020 and 2016, home rental program net operating income was approximately $7.9 million, net of rental asset depreciation expense of approximately $2.6 million for the quarter ended September 30, 2017 and $2.7 million for the quarter ended September 30, 2016. Approximately $8.7 million and $8.9 million of home rental operations revenue was included in community base rental income for the quarters ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, home rental program net operating income was approximately $24.3 million and $24.6 million, respectively, net of rental asset depreciation expense of approximately $7.9 million for the nine months ended September 30, 2017 and $8.0 million for the nine months ended September 30, 2016. Approximately $26.3 million and $27.0 million of home rental operations revenue was included in community base rental income for the nine months ended September 30, 2017 and nine months ended September 30, 2016,2019, respectively.

Our gross investment in real estate ~~has~~ increased ~~approximately $70.3~~$38.3 million to ~~$4,755.6~~$5,781.3 million as of ~~September 30, 2017~~March 31, 2020 from ~~$4,685.3~~$5,743.0 million as of December 31, ~~2016~~2019, primarily due to ~~the acquisition of Paradise Park Largo~~capital improvements during the ~~second~~ quarter ~~of 2017~~ended March 31, 2020.

Management's Discussion and ~~increased capital expenditures.~~Analysis (continued)

The following chart lists ~~both~~ the Properties acquired or ~~invested in~~sold from January 1, ~~2016~~2019 through ~~September 30, 2017, which represents our Non-Core Portfolio;~~March 31, 2020 and Sites added through expansion opportunities at our existing ~~Properties.~~

~~Management's Discussion (continued)~~

Properties:



~~Property~~	Location	Type of Property	Transaction Date	Sites^(a)

Total Sites as of January 1, ~~2016~~2019 ^{(1) (2)}				~~143,938~~	155,400
~~Acquisitions:~~Acquisition Properties:
~~Rose Bay~~Drummer Boy Camping Resort	~~Port Orange, Florida~~Gettysburg, Pennsylvania	RV	~~January 27, 2016~~March 25, 2019	465
Lake of the Woods Campground	Wautoma, Wisconsin	RV	March 25, 2019	303
~~Portland Fairview~~Round Top RV Campground	~~Fairview, Oregon~~Gettysburg, Pennsylvania	RV	April 10, 2019	391
White Oak Shores Camping and RV Resort	Stella, North Carolina	RV	May ~~26, 2016~~29, 2019	~~407~~
~~Forest Lake Estates~~	~~Zephryhills, Florida~~	~~RV, MH~~	~~June 15, 2016~~	~~1,168~~
~~Riverside RV~~	~~Arcadia, Florida~~	RV	~~October 13, 2016~~	~~499~~
~~Paradise Park Largo~~	~~Largo, Florida~~	MH	~~May 10, 2017~~	~~108~~
~~Joint Venture:~~
~~Crosswinds~~	~~St. Petersburg, Florida~~	MH	~~June 15, 2017~~	~~376~~
~~Loggerhead~~	~~Multiple, Florida~~	~~Marina~~	~~August 8, 2017~~	~~2,343~~
~~Expansion Site Development and other:~~
~~Net Sites added (reconfigured) in 2016~~				~~295~~
~~Net Sites added (reconfigured) in 2017~~				11
~~Total Sites as of September 30, 2017~~				~~149,448~~	455

Expansion Site Development:
Sites added (reconfigured) in 2019				891
Sites added (reconfigured) in 2020				159

Dispositions:
Hoosier Estates	Lebanon, Indiana	MH	January 23, 2019	(288)
Lake in the Hills	Auburn Hills, Michigan	MH	January 23, 2019	(238)
North Glen Village	Westfield, Indiana	MH	January 23, 2019	(282)
Oak Tree Village	Portage, Indiana	MH	January 23, 2019	(361)
Swan Creek	Ypsilanti, Michigan	MH	January 23, 2019	(294)
Total Sites as of March 31, 2020⁽²⁾				156,700

______________________


~~(a)~~ ⁽¹⁾	~~Loggerhead sites represent slip count.~~Includes the marina slips from the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida.


⁽²⁾	Sites are approximate. Total does not foot due to rounding.

Non-GAAP Financial Measures

Management's discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in management's view of the business are meaningful as they allow investors the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include income from property operations and Core Portfolio, FFO, Normalized FFO and income from rental operations, net of depreciation.

We believe investors should review Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. A discussion of Income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation, and a reconciliation to net income, are included below.

Income from Property Operations and Core Portfolio

We use ~~Income~~income from property operations, ~~and Income~~income from property operations, excluding deferrals and property management, and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our ~~manufactured home and RV communities.~~Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility ~~income~~ and ~~right-to-use~~other income less property and rental home operating and maintenance expenses, real estate ~~tax,~~taxes, sales and marketing expenses and property management expenses. Income from property operations, excluding deferrals and property management, represents income from property operations excluding property management expenses and the impact of the GAAP ~~deferral~~deferrals of ~~right-to-use contract~~membership upgrade sales upfront payments and ~~related~~membership sales commissions, net. For comparative purposes, we present bad debt expense within Property operating, maintenance and real estate taxes in the current and prior periods.

Our Core Portfolio consists of our Properties owned and operated since ~~December 31, 2015.~~January 1, 2019. Core Portfolio income from property operations, excluding deferrals and property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio ~~(or Acquisitions)~~ includes all Properties that were not owned and operated during ~~2016~~all of 2019 and ~~2017.~~2020.

Funds from Operations ("FFO") and Normalized Funds from Operations ("~~NFFO"~~Normalized FFO")

We define FFO as net income, computed in accordance with GAAP, excluding gains ~~and actual~~ or ~~estimated~~ losses from sales of properties, ~~plus real estate related~~ depreciation and amortization ~~impairments, if any,~~related to real estate, impairment charges and ~~after~~ adjustments ~~for~~ to reflect our share of FFO of

Management's Discussion and Analysis (continued)

unconsolidated ~~partnerships and~~ joint ventures. Adjustments for unconsolidated ~~partnerships and~~ joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We receive ~~up-front~~ non-refundable upfront payments from ~~the entry of right-to-use~~membership upgrade contracts. In accordance with GAAP, the non-refundable upfront ~~non-refundable~~ payments and related commissions are deferred and amortized over the estimated ~~customer life.~~membership upgrade contract term. Although the NAREIT definition of FFO does not address the treatment of non-refundable ~~right-to-use~~upfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.

We define ~~NFFO~~Normalized FFO as FFO excluding the following non-operating income and expense items: a) ~~the financial impact of contingent consideration; b)~~ gains and losses from early debt extinguishment, including prepayment penalties and defeasance ~~costs; c) property acquisition~~costs, and ~~other transaction costs related to mergers and acquisitions; and d)~~b) other miscellaneous non-comparable items. ~~NFFO~~Normalized FFO presented herein is not necessarily comparable to ~~NFFO~~Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.

We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of ~~depreciation, amortization, impairments, if any, and actual or estimated~~ gains or losses from sales of properties, depreciation and amortization related to real estate ~~all of~~and impairment charges, which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on

~~Management's Discussion (continued)~~

a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, ~~property acquisition~~ and other ~~transaction costs related to mergers and acquisitions~~miscellaneous non-comparable items from ~~NFFO~~FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and ~~NFFO~~Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.

Income from Rental Operations, Net of Depreciation

We use ~~Income~~income from rental operations, net of depreciation as an alternative measure to evaluate the operating results of our home rental program. Income from rental operations, net of depreciation, represents income from rental operations less depreciation expense on rental homes. We believe this measure is meaningful for investors as it provides a complete picture of the home rental program operating results including the impact of depreciation which affects our home rental program investment decisions.

Our definitions and calculations of these ~~non-GAAP~~Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These ~~non-GAAP~~Non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash ~~flow~~flows from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

The following table reconciles ~~Net~~net income available for Common Stockholders to ~~Income~~income from property operations for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and September 30, 2016 (amounts in thousands):~~2019:


	Quarters ended September 30,						Nine Months Ended September 30,						Quarters Ended March 31,
	2017			2016			2017			2016
(amounts in thousands)													2020			2019
Computation of Income from Property Operations:
Net income available for Common Stockholders	$	48,525		$	40,998		$	144,911		$	127,071		$	66,875		$	113,309
Perpetual preferred stock dividends and original issuance costs	3,054			2,297			7,667			6,910
Income allocated to non-controlling interests - Common OP Units	3,286			3,462			9,825			10,770
Income allocated to non-controlling interests – Common OP Units													3,849			7,226
Equity in income of unconsolidated joint ventures	(686		)	(496		)	(2,876		)	(2,142		)	(207		)	(1,533		)
Income before equity in income of unconsolidated joint ventures	54,179			46,261			159,527			142,609			70,517			119,002
Gain on sale of real estate, net													—			(52,507		)
Total other expenses, net	59,461			60,494			182,398			179,702			75,144			71,969
Income/(loss) from home sales operations and other	(171		)	(161		)	(268		)	80
Income from home sales operations and other													877			(319		)
Income from property operations	$	113,469		$	106,594		$	341,657		$	322,391		$	146,538		$	138,145

Management's Discussion and Analysis (continued)

The following table presents a calculation of FFO available for Common Stock and OP ~~Unit holders~~Unitholders and Normalized FFO available for Common Stock and OP ~~Unit holders~~Unitholders for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and September 30, 2016 (amounts in thousands):~~2019:

Quarters ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Computation of FFO and Normalized FFO:
Net income available for Common Stockholders $ 48,525
$ 40,998
$ 144,911
$ 127,071
Income allocated to common OP units 3,286
3,462
9,825
10,770
Right-to-use contract upfront payments, deferred, net 1,670
1,327
3,766
2,427
Right-to-use contract commissions, deferred, net (176 ) (200 ) (372 ) (212 )
Depreciation on real estate assets 27,879
26,847
82,939
79,218
Depreciation on rental homes 2,614
2,671
7,910
7,985
Amortization of in-place leases 138
1,376
2,128
2,139
Depreciation on unconsolidated joint ventures 360
373
1,171
968
FFO available for Common Stock and OP Unit holders 84,296
76,854
252,278
230,366
Transaction costs —
327
324
925
Preferred stock original issuance costs 757
—
757
—
Normalized FFO available for Common Stock and OP Unit holders $ 85,053
$ 77,181
$ 253,359
$ 231,291
Weighted average Common Shares outstanding – fully diluted 93,324
92,910
93,135
92,405



	Quarters Ended March 31,
(amounts in thousands)	2020			2019
Computation of FFO and Normalized FFO:
Net income available for Common Stockholders	$	66,875		$	113,309
Income allocated to non-controlling interests – Common OP Units	3,849			7,226
Membership upgrade sales upfront payments, deferred, net	2,542			1,771
Membership sales commissions, deferred, net	(216		)	(191		)
Depreciation and amortization	39,024			37,977
Depreciation on unconsolidated joint ventures	177			433
Gain on sale of real estate, net	—			(52,507		)
FFO available for Common Stock and OP Unit holders	112,251			108,018
Early debt retirement	1,054			—
Insurance proceeds due to catastrophic weather event ⁽¹⁾	—			(349		)
Normalized FFO available for Common Stock and OP Unit holders	$	113,305		$	107,669
Weighted average Common Shares outstanding – Fully Diluted ⁽²⁾	192,564			191,248

______________________

⁽¹⁾Represents insurance recovery revenue from reimbursement for capital expenditures related to Hurricane Irma.

25⁽²⁾Adjusted for the stock split.

Management's Discussion and Analysis (continued)

Results of Operations

~~Comparison~~This section discusses the comparison of our results of operations for the quarters ended March 31, 2020 and March 31, 2019. For the comparison of our results of operations for the quarters ended March 31, 2019 and March 31, 2018 and discussion of our operating activities, investing activities and financing activities for these quarters, refer to Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ~~Quarter Ended~~ ~~September~~Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC on April 30, ~~2017~~ ~~to the Quarter Ended~~ ~~September 30, 2016~~2019.

Income from Property Operations

The following table summarizes certain financial and statistical data for ~~the~~our Core Portfolio and ~~the~~ total ~~portfolio for the~~ ~~quarters endedSeptember 30, 2017~~ ~~and~~ ~~2016~~ ~~(amounts in thousands). The Core Portfolio in this discussion includes all Properties acquired on or before December 31, 2015 and which we have owned and operated continuously since January 1,~~ ~~2016. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.~~portfolio:

Core Portfolio Total Portfolio
2017 2016 Variance
%
Change
2017 2016 Variance
%
Change
Community base rental income $ 121,802
$ 116,052
$ 5,750
5.0 % $ 123,177
$ 117,164
$ 6,013
5.1 %
Rental home income 3,592
3,484
108
3.1 % 3,592
3,484
108
3.1 %
Resort base rental income 56,399
53,317
3,082
5.8 % 58,471
54,486
3,985
7.3 %
Right-to-use annual payments 11,528
11,349
179
1.6 % 11,531
11,349
182
1.6 %
Right-to-use contracts current period, gross 4,208
3,672
536
14.6 % 4,208
3,672
536
14.6 %
Utility and other income 25,958
20,987
4,971
23.7 % 26,295
21,174
5,121
24.2 %
Property operating revenues, excluding deferrals 223,487
208,861
14,626
7.0 % 227,274
211,329
15,945
7.5 %

Property operating and maintenance 78,376
72,687
5,689
7.8 % 80,164
73,410
6,754
9.2 %
Rental home operating and maintenance 1,704
1,765
(61 ) (3.5 )% 1,704
1,768
(64 ) (3.6 )%
Real estate taxes 13,525
13,161
364
2.8 % 14,006
13,467
539
4.0 %
Sales and marketing, gross 3,277
3,100
177
5.7 % 3,277
3,100
177
5.7 %
Property operating expenses, excluding deferrals and Property management 96,882
90,713
6,169
6.8 % 99,151
91,745
7,406
8.1 %
Income from property operations, excluding deferrals and Property management ⁽¹⁾
126,605
118,148
8,457
7.2 % 128,123
119,584
8,539
7.1 %
Property management 13,160
11,861
1,299
11.0 % 13,160
11,863
1,297
10.9 %
Income from property operations, excluding deferrals⁽¹⁾
113,445
106,287
7,158
6.7 % 114,963
107,721
7,242
6.7 %
Right-to-use contracts, deferred and sales and marketing, deferred, net 1,494
1,127
367
32.6 % 1,494
1,127
367
32.6 %
Income from property operations ⁽¹⁾
$ 111,951
$ 105,160
$ 6,791
6.5 % $ 113,469
$ 106,594

$ 6,875
6.4 %



	Core Portfolio								Total Portfolio
	Quarters Ended March 31,								Quarters Ended March 31,
(amounts in thousands)	2020		2019		Variance		% Change		2020		2019		Variance		% Change
MH base rental income	$	141,403	$	134,844	$	6,559	4.9	%	$	141,421	$	135,282	$	6,139	4.5	%
Rental home income	3,983		3,490		493		14.1	%	3,982		3,584		398		11.1	%
RV and marina base rental income ⁽¹⁾	75,610		72,132		3,478		4.8	%	81,060		72,168		8,892		12.3	%
Annual membership subscriptions	13,073		12,316		757		6.1	%	13,073		12,316		757		6.1	%
Membership upgrades sales current period, gross	4,843		3,838		1,005		26.2	%	4,843		3,838		1,005		26.2	%
Utility and other income	24,860		23,657		1,203		5.1	%	25,303		23,751		1,552		6.5	%
Property operating revenues, excluding deferrals	263,772		250,277		13,495		5.4	%	269,682		250,939		18,743		7.5	%

Property operating and maintenance	81,441		77,288		4,153		5.4	%	83,652		77,593		6,059		7.8	%
Real estate taxes	16,000		15,276		724		4.7	%	16,841		15,323		1,518		9.9	%
Rental home operating and maintenance	1,340		1,182		158		13.4	%	1,343		1,204		139		11.5	%
Sales and marketing, gross	3,978		3,409		569		16.7	%	3,978		3,409		569		16.7	%
Property operating expenses, excluding deferrals and property management	102,759		97,155		5,604		5.8	%	105,814		97,529		8,285		8.5	%
Income from property operations, excluding deferrals and property management ⁽²⁾	161,013		153,122		7,891		5.2	%	163,868		153,410		10,458		6.8	%
Property management	15,004		13,685		1,319		9.6	%	15,004		13,685		1,319		9.6	%
Income from property operations, excluding deferrals⁽²⁾	146,009		139,437		6,572		4.7	%	148,864		139,725		9,139		6.5	%
Membership upgrade sales upfront payments and membership sales commission, deferred, net	2,326		1,580		746		47.2	%	2,326		1,580		746		47.2	%
Income from property operations ⁽²⁾	$	143,683	$	137,857	$	5,826	4.2	%	$	146,538	$	138,145	$	8,393	6.1	%

~~__________________________~~_____________________

⁽¹⁾ Non-GAAP measure, see the Results Overview section of the Management Discussion and Analysis for Non-GAAP Financial Measure Definitions and reconciliations of these non-GAAP measures to Net Income available to Common Shareholders.


⁽¹⁾	Marina rental income has been included in our Non-Core Portfolio since the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida occurred on September 10, 2019.


⁽²⁾	See Non-GAAP Financial Measures section of the Management Discussion and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.

Total ~~Portfolio~~portfolio income from property operations ~~which includes Core and non-Core portfolios,~~ for ~~the quarter ended September 30, 2017~~2020 increased ~~$6.9~~$8.4 million, or ~~6.4%~~6.1%, from ~~the quarter ended September 30, 2016,~~2019, driven by an increase of ~~$6.8~~$5.8 million, or ~~6.5%~~4.2%, infrom our Core Portfolio and an increase of $2.6 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily driven by higher MH base rental income and ~~a $0.1 million~~RV base rental income, partially offset by higher property operating expenses. The increase in ~~our Non-Core~~ income from property ~~operations.~~operations from our None-Core Portfolio was mainly due to income from property operations from our acquisitions that closed during 2019.

Property Operating Revenues

~~Community~~MH base rental income in our Core Portfolio for ~~the quarter ended September 30, 2017~~2020 increased ~~$5.8~~$6.6 million, or ~~5.0%~~4.9%, from ~~the quarter ended September 30, 2016,~~2019, which reflects ~~4.0%~~4.4% growth from rate increases and ~~approximately 1.0%~~0.5% growth from occupancy gains. The average monthly base rental income per Site in our Core Portfolio increased to approximately ~~$615 for the quarter ended September 30, 2017~~$688 in 2020 from approximately ~~$591 for the quarter ended September 30, 2016.~~$659 in 2019. The average occupancy for ~~the~~our Core Portfolio increased to ~~94.3% for the quarter ended September 30, 2017~~95.1% in 2020 from ~~93.5% for the quarter ended September 30, 2016.~~95.0% in 2019.

Management's Discussion and Analysis (continued)

~~Resort~~RV base rental income in our Core Portfolio for ~~the quarter ended September 30, 2017~~2020 increased ~~$3.1~~$3.5 million, or ~~5.8%~~4.8%, from ~~the quarter ended September 30, 2016 primarily~~2019, due to ~~increased rates. Resort~~the annual and seasonal rental income, partially offset by a decrease in transient income primarily as a result of COVID-19. RV and marina base rental income is comprised of the ~~following (amounts in thousands):~~following:


	Core Portfolio								Total Portfolio								Core Portfolio									Total Portfolio
	2017		2016		Variance		% Change		2017		2016		Variance		% Change		Quarters Ended March 31,									Quarters Ended March 31,
(amounts in thousands)																	2020		2019		Variance			% Change		2020		2019		Variance			% Change
Annual	$	32,737	$	30,874	$	1,863	6.0	%	$	33,647	$	31,278	$	2,369	7.6	%	$	41,960	$	39,053	$	2,907		7.4	%	$	47,325	$	39,084	$	8,241		21.1	%
Seasonal	4,510		3,799		711		18.7	%	4,952		4,244		708		16.7	%	22,568		21,083		1,485			7.0	%	22,583		21,085		1,498			7.1	%
Transient	19,152		18,644		508		2.7	%	19,872		18,964		908		4.8	%	11,082		11,996		(914		)	(7.6	)%	11,152		11,999		(847		)	(7.1	)%
Resort base rental income	$	56,399	$	53,317	$	3,082	5.8	%	$	58,471	$	54,486	$	3,985	7.3	%
RV and marina base rental income ⁽¹⁾																	$	75,610	$	72,132	$	3,478		4.8	%	$	81,060	$	72,168	$	8,892		12.3	%

Right-to-use contracts current period, gross, net of sales and marketing, gross, increased by $0.4 million, primarily as a result of an increase in the average price per upgrade sale and a higher number of upgrade sales during the quarter ended September 30, 2017 compared to the quarter ended September 30, 2016. During the quarter ended September 30, 2017 there were 757 upgrade sales with an average price per upgrade sale of $5,558. This compares to 740 upgrade sales with an average price per upgrade sale of $4,962 during the quarter ended September 30, 2016._____________________

Utility and other income increased by $5.0 million primarily due to the Hurricane Irma insurance recovery revenue accrual of $3.1 million and insurance proceeds of $1.5 million related to prior storm events.


⁽¹⁾	Marina rental income has been included in our Non-Core Portfolio following the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida on September 10, 2019.

Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for ~~the quarter ended September 30, 2017~~2020 increased ~~$6.2~~$5.6 million, or ~~6.8%~~5.8%, from ~~the quarter ended September 30, 2016~~2019. The increase was primarily ~~driven by~~due to an increase in property operating and maintenance expenses of ~~$5.7 million. The~~$4.2 million and an increase in property taxes of $0.7 million. Property operating and maintenance expenses was primarily due to repairs and maintenance expense of $3.3 million recognized during the quarter ended September 30, 2017 for restoration work that had been reasonably estimated and/or completed to date at our Florida properties impactedhigher mainly driven by ~~Hurricane Irma. The increase in property operating and maintenance expenses was also due to~~ an increase in property payroll ~~primarily as a result~~ of ~~2017 salary increases~~$1.1 million, an increase in repairs and maintenance of $1.0 million and an increase in ~~utility~~insurance expense ~~primarily~~of $0.9 million. Property taxes in 2020 were higher due to real estate tax increases in ~~water and sewer expenses, which was partially offset by an increase in utility income recovery.~~Florida.

Home Sales and Rental Operations

Home Sales and Other

The following table summarizes certain financial and statistical data for our Home Sales ~~for the~~ ~~quarters ended~~ ~~September 30, 2017~~ and ~~2016 (amounts in thousands, except home sales volumes).~~Other Operations:


	2017			2016			Variance			% Change		Quarters Ended March 31,
(amounts in thousands, except home sales volumes)												2020			2019			Variance			% Change
Gross revenues from new home sales ⁽¹⁾	$	7,233		$	8,057		$	(824	)	(10.2	)%	$	9,382		$	4,564		$	4,818		105.6	%
Cost of new home sales ⁽¹⁾	(7,276		)	(7,900		)	624			7.9	%	9,287			4,394			4,893			111.4	%
Gross profit (loss) from new home sales	(43		)	157			(200		)	(127.4	)%
Gross profit from new home sales												95			170			(75		)	(44.1	)%

Gross revenues from used home sales	2,779			2,838			(59		)	(2.1	)%	1,927			1,911			16			0.8	%
Cost of used home sales	(3,101		)	(2,845		)	(256		)	(9.0	)%	2,624			2,238			386			17.2	%
Loss from used home sales	(322		)	(7		)	(315		)	(4,500.0	)%	(697		)	(327		)	(370		)	(113.1	)%

Brokered resale revenues and ancillary services revenues, net	1,983			920			1,063			115.5	%
Brokered resale and ancillary services revenues, net												938			1,559			(621		)	(39.8	)%
Home selling expenses	(1,447		)	(909		)	(538		)	(59.2	)%	1,213			1,083			130			12.0	%
Income from home sales and other	$	171		$	161		$	10		6.2	%

Income (loss) from home sales and other												$	(877	)	$	319		$	(1,196	)	(374.9	)%

Home sales volumes
Total new home sales ⁽²⁾	173			207			(34		)	(16.4	)%	155			91			64			70.3	%
New Home Sales Volume - ECHO JV	48			65			(17		)	(26.2	)%	12			13			(1		)	(7.7	)%
Used home sales	331			335			(4		)	(1.2	)%	194			219			(25		)	(11.4	)%
Brokered home resales	239			182			57			31.3	%	176			168			8			4.8	%

_________________________

⁽¹⁾ New home sales gross revenues and costs of new home sales ~~does~~do not include the revenues and costs associated with our ECHO JV.

⁽²⁾ Total new home sales volume includes home sales from our ECHO JV.

~~Management's Discussion (continued)~~

~~Income~~The loss from home sales and other operations was ~~$0.2~~$0.9 million for ~~both the quarters ended September 30, 2017~~2020 compared to income of $0.3 million for 2019. The decrease in income (loss) from home sales and ~~2016. The~~other operations was due to a decrease in brokered resale and ancillary services revenues, net and an increase in the loss from used home selling expenses was primarily due to expense of $0.4 million recorded during the quarter ended September 30, 2017 related to property damage as a result of Hurricane Irma. The expense recorded during the quarter was offset by revenue recorded of $0.4 million related to the expected insurance recovery from this loss.sales.

Management's Discussion and Analysis (continued)

Rental Operations

The following table summarizes certain financial and statistical data for ~~manufact~~u~~red home~~our MH Rental ~~Operations for the~~ ~~quarters ended~~ ~~September 30, 2017 and 2016 (amounts in thousands, except rental unit volumes).~~Operations:


	2017			2016			Variance			% Change		Quarters Ended March 31,
Manufactured homes:
New Home	$	7,100		$	6,329		$	771		12.2	%
Used Home	5,157			6,013			(856		)	(14.2	)%
(amounts in thousands, except rental unit volumes)												2020		2019		Variance			% Change
Rental operations revenue ⁽¹⁾	12,257			12,342			(85		)	(0.7	)%	$	11,743	$	11,210	$	533		4.8	%
Rental home operating and maintenance	(1,704		)	(1,768		)	64			3.6	%	1,340		1,182		158			13.4	%
Income from rental operations	10,553			10,574			(21		)	(0.2	)%	10,403		10,028		375			3.7	%
Depreciation on rental homes ⁽²⁾	(2,614		)	(2,671		)	57			2.1	%	2,804		2,433		371			15.2	%
Income from rental operations, net of depreciation	$	7,939		$	7,903		$	36		0.5	%	$	7,599	$	7,595	$	4		0.1	%

Gross investment in new manufactured home rental units ⁽³⁾	$	131,389		$	123,866		$	7,523		6.1	%	$	233,667	$	174,599	$	59,068		33.8	%
Gross investment in used manufactured home rental units	$	44,624		$	52,628		$	(8,004	)	(15.2	)%	$	19,633	$	27,347	$	(7,714	)	(28.2	)%

Net investment in new manufactured home rental units	$	105,424		$	101,768		$	3,656		3.6	%	$	197,311	$	151,640	$	45,671		30.1	%
Net investment in used manufactured home rental units	$	24,833		$	34,169		$	(9,336	)	(27.3	)%	$	9,026	$	13,461	$	(4,435	)	(32.9	)%

Number of occupied rentals – new, end of period ⁽⁴⁾	2,492			2,316			176			7.6	%	3,226		2,860		366			12.8	%
Number of occupied rentals – used, end of period	2,010			2,473			(463		)	(18.7	)%	687		1,106		(419		)	(37.9	)%

______________________

~~Other~~ Income ~~and Expenses~~

~~The following table summarizes other income and expenses,~~from rental operations, net ~~for the~~ ~~quarters endedSeptember 30, 2017~~ ~~and~~ ~~2016~~ ~~(amounts~~of depreciation, in ~~thousands, expenses shown~~2020 was consistent with 2019 as ~~negative).~~

2017 2016 Variance
%
Change
Depreciation on real estate and rental homes $ (30,493 ) $ (29,518 ) $ (975 ) (3.3 )%
Amortization of in-place leases (138 ) (1,376 ) 1,238
90.0 %
Interest income 1,974
1,767
207
11.7 %
Income from other investments, net 2,052
2,581
(529 ) (20.5 )%
General and administrative (excluding transaction costs) (7,505 ) (7,326 ) (179 ) (2.4 )%
Transaction costs —
(327 ) 327
100.0 %
Property rights initiatives and other, net (324 ) (855 ) 531
62.1 %
Interest and related amortization (25,027 ) (25,440 ) 413
1.6 %
Total other income and expenses, net $ (59,461 ) $ (60,494 ) $ 1,033
1.7 %

Other expenses, net decreased $1.0 million for the quarter ended September 30, 2017, compared to the quarter ended September 30, 2016. The decrease from the quarter ended September 30, 2016 was primarily due to a decrease in amortization of in-place leases, decrease inhigher income from ~~other investments, net, primarily due to~~rental operations from an increase in the ~~termination~~number of the Tropical Palms RV ground lease in 2016 and a decrease in interest and related amortization as a result of the refinancing activities completed during 2016 (see Note 7 to the Consolidated Financial Statements for additional detail regarding borrowing arrangements). These decreases were partiallynew occupied rental units was offset by an increase in depreciation on ~~real estate and~~ rental ~~homes due to an increase in capital expenditures.~~

~~Management's Discussion (continued)~~

~~Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016~~

~~Income from Property Operations~~

The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the nine months ended September 30, 2017 and 2016 (amounts in thousands). The Core Portfolio in this discussion includes all Properties acquired on or before December 31, 2015 and which we have owned and operated continuously since January 1, 2016. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.

Core Portfolio Total Portfolio
2017 2016 Variance
%
Change
2017 2016 Variance
%
Change
Community base rental income $ 362,080
$ 345,316
$ 16,764
4.9 % $ 365,833
$ 346,625
$ 19,208
5.5 %
Rental home income 10,829
10,573
256
2.4 % 10,829
10,572
257
2.4 %
Resort base rental income 161,002
152,697
8,305
5.4 % 169,594
154,652
14,942
9.7 %
Right-to-use annual payments 34,130
33,590
540
1.6 % 34,133
33,590
543
1.6 %
Right-to-use contracts current period, gross 11,212
9,290
1,922
20.7 % 11,212
9,290
1,922
20.7 %
Utility and other income 67,961
61,235
6,726
11.0 % 69,071
61,490
7,581
12.3 %
Property operating revenues, excluding deferrals 647,214
612,701
34,513
5.6 % 660,672
616,219
44,453
7.2 %

Property operating and maintenance 215,802
201,871
13,931
6.9 % 221,119
203,011
18,108
8.9 %
Rental home operating and maintenance 4,912
4,871
41
0.8 % 4,912
4,874
38
0.8 %
Real estate taxes 40,557
39,118
1,439
3.7 % 41,986
39,534
2,452
6.2 %
Sales and marketing, gross 8,860
8,526
334
3.9 % 8,861
8,524
337
4.0 %
Property operating expenses, excluding deferrals and Property management 270,131
254,386
15,745
6.2 % 276,878
255,943
20,935
8.2 %
Income from property operations, excluding deferrals and Property management ⁽¹⁾
377,083
358,315
18,768
5.2 % 383,794
360,276
23,518
6.5 %
Property management 38,743
35,668
3,075
8.6 % 38,743
35,670
3,073
8.6 %
Income from property operations, excluding deferrals⁽¹⁾
338,340
322,647
15,693
4.9 % 345,051
324,606
20,445
6.3 %
Right-to-use contracts, deferred and sales and marketing, deferred, net 3,394
2,215
1,179
53.2 % 3,394
2,215
1,179
53.2 %
Income from property operations ⁽¹⁾
$ 334,946
$ 320,432
$ 14,514
4.5 % $ 341,657
$ 322,391
$ 19,266
6.0 %

~~__________________________~~

Total Portfolio income from property operations, which includes Core and non-Core portfolios, for the nine months ended September 30, 2017 increased $19.3 million, or 6.0%, from the nine months ended September 30, 2016, driven by an increase of $14.5 million, or 4.5%, in our Core Portfolio income from property operations and a $4.8 million increase in our Non-Core income from property operations.

~~Property Operating Revenues~~

Community base rental income in our Core Portfolio for the nine months ended September 30, 2017 increased $16.8 million, or 4.9% from the nine months ended September 30, 2016, which reflects 4.0% growth from rate increases and approximately 0.9% growth from occupancy gains. The average monthly base rental income per Site increased to approximately $611 for the nine months ended September 30, 2017 from approximately $588 for the nine months ended September 30, 2016. The average occupancy for the Core Portfolio increased to 94.2% for the nine months ended September 30, 2017 from 93.3% for the nine months ended September 30, 2016.

~~Management's Discussion (continued)~~

Resort base rental income in our Core Portfolio for the nine months ended September 30, 2017 increased $8.3 million, or 5.4%, from the nine months ended September 30, 2016 primarily due to an increase in annual, seasonal and transient revenues as a result of increased rates. Resort base rental income is comprised of the following (amounts in thousands):

Core Portfolio Total Portfolio
2017 2016 Variance
%
Change
2017 2016 Variance
%
Change
Annual $ 95,860
$ 90,828
$ 5,032
5.5 % $ 98,612
$ 91,648
$ 6,964
7.6 %
Seasonal 25,374
23,899
1,475
6.2 % 28,353
24,573
3,780
15.4 %
Transient 39,768
37,970
1,798
4.7 % 42,629
38,431
4,198
10.9 %
Resort base rental income $ 161,002
$ 152,697
$ 8,305
5.4 % $ 169,594
$ 154,652
$ 14,942
9.7 %

Right-to-use contracts current period, gross, net of sales and marketing, gross, increased by $1.6 million, primarily as a result of a higher average price per upgrade sale during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. During the nine months ended September 30, 2017 there were 2,017 upgrade sales with an average price per upgrade sale of $5,558. This compares to 1,892 upgrade sales with an average price per upgrade sale of $4,910 for the nine months ended September 30, 2016.

Utility and other income in our Core Portfolio increased by $6.7 million, primarily due to the Hurricane Irma insurance recovery revenue accrual of $3.1 million and insurance proceeds of $1.5 million related to prior storm events. In addition, the increase in utility and other income was due to an increase in utility income recovery across all utilities.

~~Property Operating Expenses~~

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the nine months ended September 30, 2017 increased $15.7 million, or 6.2%, from the nine months ended September 30, 2016. The increase was primarily due to an increase in property operating and maintenance expenses of $13.9 million, driven by an increase in repairs and maintenance expense, utility expense and property payroll. The increase in repairs and maintenance expense of $5.7 million was primarily due to an expense of $3.3 million recognized during the quarter ended September 30, 2017 for restoration work that had been reasonably estimated and/or completed to date at our Florida properties impacted by Hurricane Irma and $1.2 million of clean-up costs associated with prior storm events. The increase in utility expense was driven by increases in electric, sewer, trash and gas expenses, which was partially offset by increased utility income recovery. The increase in property payroll expense resulted from 2017 salary increases.

~~Home Sales and Rental Operations~~

~~Home Sales and Other~~

~~The following table summarizes certain financial and statistical data for Home Sales for the nine months ended September 30, 2017 and 2016 (amounts in thousands, except home sales volumes).~~

2017 2016 Variance
%
Change
Gross revenues from new home sales ⁽¹⁾
$ 16,724
$ 19,500
$ (2,776 ) (14.2 )%
Cost of new home sales ⁽¹⁾
(16,467 ) (19,598 ) 3,131
16.0 %
Gross profit (loss) from new home sales 257
(98 ) 355
362.2 %

Gross revenues from used home sales 8,148
8,739
(591 ) (6.8 )%
Cost of used home sales (8,924 ) (8,909 ) (15 ) (0.2 )%
Loss from used home sales (776 ) (170 ) (606 ) (356.5 )%

Brokered resale revenues and ancillary services revenues, net 4,088
2,736
1,352
49.4 %
Home selling expenses (3,301 ) (2,548 ) (753 ) (29.6 )%
Income (loss) from home sales and other $ 268
$ (80 ) $ 348
435.0 %

Home sales volumes
Total new home sales ⁽²⁾
413
508
(95 ) (18.7 )%
New Home Sales Volume - ECHO JV 126
162
(36 ) (22.2 )%
Used home sales 954
988
(34 ) (3.4 )%
Brokered home resales 659
585
74
12.6 %

~~_________________________~~

⁽¹⁾ ~~New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.~~

⁽²⁾ ~~Total new home sales volume includes home sales from our ECHO JV for the nine months ended September 30, 2017 and September 30, 2016, respectively.~~

~~Management's Discussion (continued)~~

The increase in income from home sales and other was primarily due to an increase in ancillary activities and an increase in the gross profit from new homes sales, partially offset by an increase in home selling expenses and an increase in the loss from used home sales. The increase in home selling expenses was primarily due to expense of $0.4 million recorded during the quarter ended September 30, 2017 related to property damage as a result of Hurricane Irma. The expense recorded during the quarter was offset by revenue recorded of $0.4 million related to the expected insurance recovery from this loss.

~~Rental Operations~~

The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the nine months ended September 30, 2017 and 2016 (amounts in thousands, except rental unit volumes).

2017 2016 Variance
%
Change
Manufactured homes:
New Home $ 20,718
$ 18,802
$ 1,916
10.2 %
Used Home 16,425
18,728
(2,303 ) (12.3 )%
Rental operations revenue ⁽¹⁾
37,143
37,530
(387 ) (1.0 )%
Rental home operating and maintenance (4,912 ) (4,874 ) (38 ) (0.8 )%
Income from rental operations 32,231
32,656
(425 ) (1.3 )%
Depreciation on rental homes ⁽²⁾
(7,910 ) (8,007 ) 97
1.2 %
Income from rental operations, net of depreciation $ 24,321
$ 24,649
$ (328 ) (1.3 )%

Gross investment in new manufactured home rental units ⁽³⁾
$ 131,389
$ 123,866
$ 7,523
6.1 %
Gross investment in used manufactured home rental units $ 44,624
$ 52,628
$ (8,004 ) (15.2 )%

Net investment in new manufactured home rental units $ 105,424
$ 101,768
$ 3,656
3.6 %
Net investment in used manufactured home rental units $ 24,833
$ 34,169
$ (9,336 ) (27.3 )%

Number of occupied rentals – new, end of period ⁽⁴⁾
2,492
2,316
176
7.6 %
Number of occupied rentals – used, end of period 2,010
2,473
(463 ) (18.7 )%

~~______________________~~

The decrease in income from rental operations, net of depreciation, was primarily due to a decrease in the number of used occupied rental units, partially offset by the change in the mix of occupied rentals, driven by an increased number of occupied new homes at a higher rental rate.homes.



Maryland			36-3857664
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation or Organization)~~ incorporation)	~~(I.R.S. Employer~~ ~~Identification No.)~~
		(IRS Employer Identification Number)
Two North Riverside Plaza, Suite 800	Chicago,	Illinois	60606
(Address of Principal Executive Offices)			(Zip Code)



		Page
Part I - Financial Information
Item 1.	Financial Statements (unaudited)
	Index To Financial Statements
	Consolidated Balance Sheets as of ~~September 30, 2017 (unaudited)~~March 31, 2020 and December 31, ~~2016~~2019	3
	Consolidated Statements of Income and Comprehensive Income for the quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016 (unaudited)~~2019	4
	Consolidated ~~Statement~~Statements of Changes in Equity for the ~~nine months~~quarters ended ~~September 30, 2017 (unaudited)~~March 31, 2020 and 2019	65
	Consolidated Statements of Cash Flows for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016 (unaudited)~~2019	76
	Notes to Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2018
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3632
Item 4.	Controls and Procedures	3632
Part II - Other Information
Item 1.	Legal Proceedings	3733
Item 1A.	Risk Factors	3733
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3734
Item 3.	Defaults Upon Senior Securities	3734
Item 4.	Mine Safety ~~Disclosure~~Disclosures	3734
Item 5.	Other Information	3734
Item 6.	Exhibits	3835


	Quarters Ended						Nine Months Ended						Quarters Ended March 31,
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016			2020			2019
Revenues:
Community base rental income	$	123,177		$	117,164		$	365,833		$	346,625
Rental home income	3,592			3,484			10,829			10,572
Resort base rental income	58,471			54,486			169,594			154,652
Right-to-use annual payments	11,531			11,349			34,133			33,590
Right-to-use contracts current period, gross	4,208			3,672			11,212			9,290
Right-to-use contract upfront payments, deferred, net	(1,670		)	(1,327		)	(3,766		)	(2,427		)
Utility and other income	26,295			21,174			69,071			61,490
Rental income													$	239,346		$	223,566
Annual membership subscriptions													13,073			12,316
Membership upgrade sales current period, gross													4,843			3,838
Membership upgrade sales upfront payments, deferred, net													(2,542		)	(1,771		)
Other income													11,059			10,370
Gross revenues from home sales	10,012			10,895			24,872			28,239			11,309			6,475
Brokered resale revenues and ancillary services revenues, net	1,983			920			4,088			2,736
Brokered resale and ancillary services revenues, net													938			1,559
Interest income	1,974			1,767			5,542			5,052			1,807			1,751
Income from other investments, net	2,052			2,581			3,918			6,574			643			986
Total revenues	241,625			226,165			695,326			656,393			280,476			259,090
Expenses:
Property operating and maintenance	80,164			73,410			221,119			203,011			83,634			77,948
Rental home operating and maintenance	1,704			1,768			4,912			4,874
Real estate taxes	14,006			13,467			41,986			39,534			16,841			15,323
Sales and marketing, gross	3,277			3,100			8,861			8,524			3,978			3,409
Right-to-use contract commissions, deferred, net	(176		)	(200		)	(372		)	(212		)
Membership sales commissions, deferred, net													(216		)	(191		)
Property management	13,160			11,863			38,743			35,670			15,004			13,685
Depreciation on real estate assets and rental homes	30,493			29,518			90,849			87,203
Amortization of in-place leases	138			1,376			2,128			2,139
Depreciation and amortization													39,024			37,977
Cost of home sales	10,377			10,745			25,391			28,507			11,911			6,632
Home selling expenses	1,447			909			3,301			2,548			1,213			1,083
General and administrative	7,505			7,653			23,339			23,315			10,855			9,909
Property rights initiatives and other, net	324			855			814			2,036
Other expenses													588			427
Early debt retirement													1,054			—
Interest and related amortization	25,027			25,440			74,728			76,635			26,073			26,393
Total expenses	187,446			179,904			535,799			513,784			209,959			192,595
Gain on sale of real estate, net													—			52,507
Income before equity in income of unconsolidated joint ventures	54,179			46,261			159,527			142,609			70,517			119,002
Equity in income of unconsolidated joint ventures	686			496			2,876			2,142			207			1,533
Consolidated net income	54,865			46,757			162,403			144,751			70,724			120,535

Income allocated to non-controlling interests – Common OP Units	(3,286		)	(3,462		)	(9,825		)	(10,770		)	(3,849		)	(7,226		)
Series C Redeemable Perpetual preferred stock dividends and original issuance costs	(3,054		)	(2,297		)	(7,667		)	(6,910		)
Net income available for Common Stockholders	$	48,525		$	40,998		$	144,911		$	127,071		$	66,875		$	113,309

Consolidated net income	$	54,865		$	46,757		$	162,403		$	144,751		$	70,724		$	120,535
Other comprehensive income/(loss):
Other comprehensive income (loss):
Adjustment for fair market value of swap	(30		)	551			227			(93		)	(1,333		)	(931		)
Consolidated comprehensive income	54,835			47,308			162,630			144,658			69,391			119,604
Comprehensive income allocated to non-controlling interests – Common OP Units	(3,237		)	(3,505		)	(9,792		)	(10,762		)	(3,776		)	(7,170		)
Series C Redeemable Perpetual preferred stock dividends and original issuance costs	(3,054		)	(2,297		)	(7,667		)	(6,910		)
Comprehensive income attributable to Common Stockholders	$	48,544		$	41,506		$	145,171		$	126,986		$	65,615		$	112,434

Earnings per Common Share – Basic													$	0.37		$	0.63

Earnings per Common Share – Fully Diluted													$	0.37		$	0.63

Weighted average Common Shares outstanding – Basic													181,729			179,560
Weighted average Common Shares outstanding – Fully Diluted													192,564			191,248



	Common Stock		Paid-in Capital			6.75% Series C Cumulative Redeemable Perpetual Preferred Stock			Distributions in Excess of Accumulated Earnings			Non- controlling interests – Common OP Units			Accumulated Other Comprehensive Loss/(Income)			Total Equity
Balance, December 31, 2016	$	854	$	1,103,048		$	136,144		$	(231,276	)	$	73,304		$	(227	)	$	1,081,847
Conversion of Common OP Units to Common Stock	13		16,429			—			—			(16,442		)	—			—
Issuance of Common Stock through employee stock purchase plan	—		1,615			—			—			—			—			1,615
Issuance of Common Stock	5		42,032			—			—			—			—			42,037
Compensation expenses related to restricted stock	—		6,813			—			—			—			—			6,813
Adjustment for Common OP Unitholders in the Operating Partnership	—		(5,313		)	—			—			5,313			—			—
Adjustment for fair market value of swap	—		—			—			—			—			227			227
Net income	—		—			7,667			144,911			9,825			—			162,403
Distributions	—		—			(6,910		)	(127,406		)	(8,584		)	—			(142,900		)
Series C Preferred stock redemption	—		—			(136,144		)	—			—			—			(136,144		)
Series C Preferred stock original issuance costs	—		757			(757		)	—			—			—			—
Other	—		(723		)	—			—			—			—			(723		)
Balance, September 30, 2017	$	872	$	1,164,658		$	—		$	(213,771	)	$	63,416		$	—		$	1,015,175



	Quarters Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Numerator:
Net Income Available for Common Stockholders:
Net income available for Common Stockholders – basic	$	48,525	$	40,998	$	144,911	$	127,071
Amounts allocated to dilutive securities	3,286		3,462		9,825		10,770
Net income available for Common Stockholders – fully diluted	$	51,811	$	44,460	$	154,736	$	137,841
Denominator:
Weighted average Common Shares outstanding – basic	87,037		85,105		86,620		84,649
Effect of dilutive securities:
Conversion of Common OP Units to Common Shares	5,836		7,203		6,100		7,205
Stock options and restricted shares	451		602		415		551
Weighted average Common Shares outstanding – fully diluted	93,324		92,910		93,135		92,405

Earnings per Common Share – Basic:
Net income available for Common Stockholders	$	0.56	$	0.48	$	1.67	$	1.50

Earnings per Common Share – Fully Diluted:
Net income available for Common Stockholders	$	0.56	$	0.48	$	1.66	$	1.49



	Nine Months Ended
	September 30, 2017		September 30, 2016
Shares of Common Stock sold	484,913		683,548
Weighted average price	$	86.69	$	73.15
Total gross proceeds	$	42,037	$	50,000
Commissions paid to sales agents	$	526	$	657


(a)	The percentages shown approximate our economic interest as of ~~September 30, 2017.~~March 31, 2020. Our legal ownership interest may differ.


(b)	Includes ~~two~~2 joint ventures in which we own a 65% interest and the Crosswinds joint venture in which we own a 49% interest.


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


(d)	On September 10, 2019, we completed the acquisition of the remaining interest in the Loggerhead joint venture. Loggerhead sites represent marina slip count.


(a)	~~Segment information~~Rental income within Home Sales and Rentals Operations does not include ~~Site~~base rent related to the rental ~~income~~home Sites. Base rent is included ~~in Community base rental income.~~within property operations.


⁽¹⁾	Primarily utilized to service the approximately 116,500 members. Includes approximately ~~5,700~~5,900 Sites rented on an annual basis.


⁽²⁾	~~Joint ventures have~~Includes approximately ~~2,700~~2,900 annual Sites, ~~400~~500 seasonal Sites and ~~500~~200 transient ~~Sites and includes approximately 2,300 marina slips.~~Sites.


⁽²⁾	Included in ~~depreciation on real estate~~Depreciation and ~~other costs~~amortization in the Consolidated Statements of Income and Comprehensive Income.


⁽³⁾	New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was ~~$15.5~~$17.0 million and ~~$15.3~~$16.4 million as of ~~September 30, 2017~~March 31, 2020 and ~~2016,~~March 31, 2019, respectively.


⁽⁴⁾	~~Occupied rentals as of the end of the period in our Core Portfolio~~Includes 286 and ~~includes 254 and 158~~290 homes rented through our ECHO JV ~~during the quarters ended September 30, 2017~~as of March 31, 2020 and ~~2016,~~2019, respectively.


⁽²⁾	~~Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.~~


⁽³⁾	~~New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $15.5 million and $15.3 million as of September 30, 2017 and 2016, respectively.~~



	Quarters Ended March 31,
(amounts in thousands, expenses shown as negative)	2020			2019			Variance			% Change
Depreciation and amortization	$	(39,024	)	$	(37,977	)	$	(1,047	)	(2.8	)%
Interest income	1,807			1,751			56			3.2	%
Income from other investments, net	643			986			(343		)	(34.8	)%
General and administrative	(10,855		)	(9,909		)	(946		)	(9.5	)%
Other expenses	(588		)	(427		)	(161		)	(37.7	)%
Early debt retirement	(1,054		)	—			(1,054		)	—	%
Interest and related amortization	(26,073		)	(26,393		)	320			1.2	%
Total other income and expenses, net	$	(75,144	)	$	(71,969	)	$	(3,175	)	(4.4	)%


	Nine Months Ended September 30,						For the quarters ended March 31,
	2017			2016
(amounts in thousands)							2020			2019
Net cash provided by operating activities	$	305,509		$	274,582		$	130,892		$	128,098
Net cash used in investing activities	(138,173		)	(166,073		)
Net cash provided by (used in) investing activities							(50,161		)	13,112
Net cash used in financing activities	(146,281		)	(119,955		)	(12,670		)	(65,962		)
Net increase (decrease) in cash	$	21,055		$	(11,446	)
Net increase (decrease) in cash and restricted cash							$	68,061		$	75,248



	Nine Months Ended September 30, ⁽¹⁾
	2017		2016
Recurring Capital Expenditures ⁽²⁾	$	29,823	$	28,321
Property upgrades and site development	20,931		9,833
New home investments⁽³⁾⁽⁴⁾	32,724		44,293
Used home investments ⁽⁴⁾	3,113		4,265
Total Property	86,591		86,712
Corporate	1,286		604
Total Capital improvements	$	87,877	$	87,316


⁽¹⁾	Primarily comprised of common area, utility infrastructure and mechanical improvements.


⁽²⁾	Includes $1.3 million of restoration and improvement capital expenditures related to Hurricane Irma for the quarter ended March 31, 2019.


⁽³⁾	Excludes new home investments associated with our ECHO JV.


⁽⁴⁾	Net proceeds from new and used home sale activities are reflected within Operating Activities.



	Total ⁽⁵⁾			2017			2018			2019			2020			2021			Thereafter
Long Term Borrowings ⁽¹⁾	$	2,196,259		$	11,544		$	242,082		$	237,497		$	354,758		$	214,448		$	1,135,930
Interest Expense ⁽²⁾	675,257			25,525			93,878			78,862			63,396			55,369			358,227
Operating Lease	8,901			547			2,221			2,062			2,011			1,711			349
LOC Maintenance Fee ⁽³⁾	644			204			440												—
Ground Lease ⁽⁴⁾	15,534			496			1,980			1,983			1,984			1,987			7,104
Total Contractual Obligations	$	2,896,595		$	38,316		$	340,601		$	320,404		$	422,149		$	273,515		$	1,501,610
Weighted average interest rates - Long Term Borrowings	4.35		%	4.66		%	4.57		%	4.38		%	4.45		%	4.36		%	4.23		%


⁽¹⁾	~~Balance excludes note premiums of $3.8 million and deferred financing costs of approximately $18.9 million. Balances include debt maturing and scheduled periodic principal payments.~~


⁽²⁾	~~Amounts include interest expected to be incurred on our secured debt and Term Loan based on obligations outstanding as of September 30, 2017.~~


⁽³⁾	~~As of September 30, 2017, assumes we will not exercise our one year extension option on July 17, 2018 and assumes we will maintain our current leverage ratios as defined by the LOC.~~


⁽⁴⁾	We also lease land under non-cancelable operating leases at certain of the Properties expiring in various years from 2017 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues.


⁽⁵⁾	~~We do not include insurance, property taxes and cancelable contracts in the contractual obligations table.~~


Item 3.	Quantitative and Qualitative ~~Disclosure of~~Disclosures About Market Risk