UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________ 
FORM 10-Q
_________________________________________________________ 
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 2017
2021
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission file number: 1-11718
_________________________________________________________ 
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________ 

Maryland36-3857664
(State or Other Jurisdictionother jurisdiction of
Incorporation or Organization)
incorporation)
(I.R.S.IRS Employer
Identification No.)
Number)
Two North Riverside Plaza, Suite 800 Chicago, IllinoisChicago,Illinois60606
(Address of Principal Executive Offices)(Zip Code)

(312) 279-1400
(Registrant’s Telephone Number, Including Area Code)Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueELSNew 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.    Yes  x☒    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).    Yes  x☒    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“emerging growth company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx☒Accelerated filero☐
Non-accelerated filer
o  (Do not check if a smaller reporting company)
☐		Smaller reporting companyo☐
Emerging growth companyo☐
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:
87,836,746 183,765,513 shares of Common Stock as of October 27, 2017.
July 22, 2021.




Equity LifeStyle Properties, Inc.
Table of Contents
 
Page
Part I - Financial Information
Item 1.Financial Statements (unaudited)
Index To Financial Statements
3
4
65
7
9
Item 2.
2021
Item 3.
3640
Item 4.
3640
Part II - Other Information
Item 1.
3741
Item 1A.
3741
Item 2.
3741
Item 3.
3741
Item 4.
3741
Item 5.
3741
Item 6.
3841
2




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 ofAs of
June 30, 2021December 31, 2020
(unaudited)
Assets
Investment in real estate:
Land$1,877,023 $1,676,636 
Land improvements3,702,696 3,543,479 
Buildings and other depreciable property1,027,716 940,311 
6,607,435 6,160,426 
Accumulated depreciation(2,014,797)(1,924,585)
Net investment in real estate4,592,638 4,235,841 
Cash and restricted cash44,753 24,060 
Notes receivable, net38,072 35,844 
Investment in unconsolidated joint ventures20,496 19,726 
Deferred commission expense45,288 42,472 
Other assets, net82,760 61,026 
Total Assets$4,824,007 $4,418,969 
Liabilities and Equity
Liabilities:
Mortgage notes payable, net$2,621,130 $2,444,930 
Term loan, net297,261 0 
Unsecured line of credit62,000 222,000 
Accounts payable and other liabilities164,331 129,666 
Deferred membership revenue167,631 150,692 
Accrued interest payable8,753 8,336 
Rents and other customer payments received in advance and security deposits130,903 92,587 
Distributions payable70,007 66,003 
Total Liabilities3,522,016 3,114,214 
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of June 30, 2021 and December 31, 2020; NaN issued and outstanding.0 0 
Common stock, $0.01 par value, 600,000,000 and shares authorized as of June 30, 2021 and December 31, 2020; 183,754,301 and 182,230,631 shares issued and outstanding as of June 30, 2021, and December 31, 2020, respectively.1,827 1,813 
Paid-in capital1,424,350 1,411,397 
Distributions in excess of accumulated earnings(185,930)(179,523)
Accumulated other comprehensive income (loss)239 0 
Total Stockholders’ Equity1,240,486 1,233,687 
Non-controlling interests – Common OP Units61,505 71,068 
Total Equity1,301,991 1,304,755 
Total Liabilities and Equity$4,824,007 $4,418,969 

 September 30,
2017		 December 31,
2016
 (unaudited) 
Assets   
Investment in real estate:   
Land$1,167,620
 $1,163,987
Land improvements2,940,500
 2,893,759
Buildings and other depreciable property647,513
 627,590
 4,755,633
 4,685,336
Accumulated depreciation(1,488,722) (1,399,531)
Net investment in real estate3,266,911
 3,285,805
Cash77,395
 56,340
Notes receivable, net49,284
 34,520
Investment in unconsolidated joint ventures52,966
 19,369
Deferred commission expense31,608
 31,375
Escrow deposits, goodwill, and other assets, net47,683
 51,578
Total Assets$3,525,847
 $3,478,987
Liabilities and Equity   
Liabilities:   
Mortgage notes payable, net$1,981,604
 $1,891,900
Term loan199,534
 199,379
Accrued expenses and accounts payable106,688
 89,864
Deferred revenue – upfront payments from right-to-use contracts85,254
 81,484
Deferred revenue – right-to-use annual payments10,513
 9,817
Accrued interest payable7,969
 8,379
Rents and other customer payments received in advance and security deposits73,609
 76,906
Distributions payable45,501
 39,411
Total Liabilities2,510,672
 2,397,140
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, respectively872
 854
Paid-in capital1,164,658
 1,103,048
Distributions in excess of accumulated earnings(213,771) (231,276)
Accumulated other comprehensive (loss)—
 (227)
Total Stockholders’ Equity951,759
 1,008,543
Non-controlling interests – Common OP Units63,416
 73,304
Total Equity1,015,175
 1,081,847
Total Liabilities and Equity$3,525,847
 $3,478,987






















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

3

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)
(unaudited)
 Quarters Ended Nine Months Ended
 September 30,
2017		 September 30,
2016		 September 30,
2017		 September 30,
2016
Revenues:       
Community base rental income$123,177
 $117,164
 $365,833
 $346,625
Rental home income3,592
 3,484
 10,829
 10,572
Resort base rental income58,471
 54,486
 169,594
 154,652
Right-to-use annual payments11,531
 11,349
 34,133
 33,590
Right-to-use contracts current period, gross4,208
 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 income26,295
 21,174
 69,071
 61,490
Gross revenues from home sales10,012
 10,895
 24,872
 28,239
Brokered resale revenues and ancillary services revenues, net1,983
 920
 4,088
 2,736
Interest income1,974
 1,767
 5,542
 5,052
Income from other investments, net2,052
 2,581
 3,918
 6,574
Total revenues241,625
 226,165

695,326

656,393
Expenses:       
Property operating and maintenance80,164
 73,410
 221,119
 203,011
Rental home operating and maintenance1,704
 1,768
 4,912
 4,874
Real estate taxes14,006
 13,467
 41,986
 39,534
Sales and marketing, gross3,277
 3,100
 8,861
 8,524
Right-to-use contract commissions, deferred, net(176) (200) (372) (212)
Property management13,160
 11,863
 38,743
 35,670
Depreciation on real estate assets and rental homes30,493
 29,518
 90,849
 87,203
Amortization of in-place leases138
 1,376
 2,128
 2,139
Cost of home sales10,377
 10,745
 25,391
 28,507
Home selling expenses1,447
 909
 3,301
 2,548
General and administrative7,505
 7,653
 23,339
 23,315
Property rights initiatives and other, net324
 855
 814
 2,036
Interest and related amortization25,027
 25,440
 74,728
 76,635
Total expenses187,446
 179,904

535,799

513,784
Income before equity in income of unconsolidated joint ventures54,179
 46,261

159,527

142,609
Equity in income of unconsolidated joint ventures686
 496
 2,876
 2,142
Consolidated net income54,865
 46,757

162,403

144,751
        
Income allocated to non-controlling interests – Common OP Units(3,286) (3,462) (9,825) (10,770)
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
        
Consolidated net income$54,865
 $46,757
 $162,403
 $144,751
Other comprehensive income/(loss):       
Adjustment for fair market value of swap(30) 551
 227
 (93)
Consolidated comprehensive income54,835
 47,308

162,630

144,658
Comprehensive income allocated to non-controlling interests – Common OP Units(3,237) (3,505) (9,792) (10,762)
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










The accompanying notes are an integral part of these 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
(amounts in thousands, except per share data)
(unaudited)
 Quarters Ended June 30,Six Months Ended June 30,
2021202020212020
Revenues:
Rental income$255,698 $217,963 $504,720 $457,309 
Annual membership subscriptions14,267 12,961 27,921 26,034 
Membership upgrade sales current period, gross9,207 5,048 19,221 9,891 
Membership upgrade sales upfront payments, deferred, net(6,454)(2,666)(13,881)(5,208)
Other income14,185 9,680 24,706 20,739 
Gross revenues from home sales24,427 8,866 39,647 20,175 
Brokered resale and ancillary services revenues, net3,129 (575)5,466 363 
Interest income1,742 1,791 3,509 3,598 
Income from other investments, net1,222 1,022 2,158 1,665 
Total revenues317,423 254,090 613,467 534,566 
Expenses:
Property operating and maintenance102,663 85,265 191,536 168,899 
Real estate taxes17,896 16,668 35,746 33,509 
Sales and marketing, gross6,298 4,276 12,474 8,254 
Membership sales commissions, deferred, net(1,438)(481)(2,937)(697)
Property management16,560 14,813 31,940 29,817 
Depreciation and amortization48,316 38,332 93,714 77,356 
Cost of home sales23,856 8,850 38,724 20,761 
Home selling expenses1,346 1,081 2,652 2,294 
General and administrative10,228 10,609 20,740 21,464 
Other expenses800 639 1,498 1,227 
Early debt retirement755 0 2,784 1,054 
Interest and related amortization27,131 26,249 53,406 52,322 
Total expenses254,411 206,301 482,277 416,260 
Loss on sale of real estate, net0 0 (59)0 
Income before equity in income of unconsolidated joint ventures63,012 47,789 131,131 118,306 
Equity in income of unconsolidated joint ventures1,068 1,064 1,936 1,271 
Consolidated net income64,080 48,853 133,067 119,577 
Income allocated to non-controlling interests – Common OP Units(3,021)(2,658)(6,768)(6,507)
Redeemable perpetual preferred stock dividends(8)(8)(8)(8)
Net income available for Common Stockholders$61,051 $46,187 $126,291 $113,062 
Consolidated net income$64,080 $48,853 $133,067 $119,577 
Other comprehensive income (loss):
Adjustment for fair market value of swap110 552 239 (781)
Consolidated comprehensive income64,190 49,405 133,306 118,796 
Comprehensive income allocated to non-controlling interests – Common OP Units(3,027)(2,689)(6,781)(6,465)
Redeemable perpetual preferred stock dividends(8)(8)(8)(8)
Comprehensive income attributable to Common Stockholders$61,155 $46,708 $126,517 $112,323 
Earnings per Common Share – Basic$0.33 $0.25 $0.69 $0.62 
Earnings per Common Share – Fully Diluted$0.33 $0.25 $0.69 $0.62 
Weighted average Common Shares outstanding – Basic182,337 181,833 182,142 181,781 
Weighted average Common Shares outstanding – Fully Diluted192,701 192,542 192,668 192,538 
 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 – basic87,037
 85,105
 86,620
 84,649
Weighted average Common Shares outstanding – fully diluted93,324
 92,910
 93,135
 92,405























































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

4

Equity LifeStyle Properties, Inc.
Consolidated StatementStatements of Changes in Equity
For the Nine Months Ended September 30, 2017
(amounts in thousands)
(unaudited)
Common StockPaid-in CapitalRedeemable Perpetual Preferred StockDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling Interests – Common OP UnitsTotal Equity
Balance as of December 31, 2020$1,813 $1,411,397 $0 $(179,523)$0 $71,068 $1,304,755 
Exchange of Common OP Units for Common Stock0 58 — — — (58)0 
Issuance of Common Stock through employee stock purchase plan— 732 — — — — 732 
Compensation expenses related to restricted stock and stock options— 2,556 — — — — 2,556 
Repurchase of Common Stock or Common OP Units— (2,814)— — — — (2,814)
Adjustment for fair market value of swap— — — — 129 — 129 
Consolidated net income— — 0 65,240 — 3,747 68,987 
Distributions— — 0 (66,087)— (3,796)(69,883)
Other— (116)— — — — (116)
Balance as of March 31, 20211,813 1,411,813 0 (180,370)129 70,961 1,304,346 
Exchange of Common OP Units for Common Stock14 9,310 — — — (9,324)0 
Issuance of Common Stock through employee stock purchase plan— 605 — — — — 605 
Compensation expenses related to restricted stock and stock options— 2,821 — — — — 2,821 
Adjustment for Common OP Unitholders in the Operating Partnership— (143)— — — 143 0 
Adjustment for fair market value of swap— — — — 110 — 110 
Consolidated net income— — 8 61,051 — 3,021 64,080 
Distributions— — (8)(66,611)— (3,296)(69,915)
Other— (56)— — — — (56)
Balance as of June 30, 2021$1,827 $1,424,350 $0 $(185,930)$239 $61,505 $1,301,991 
 
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 Stock13
 16,429
 —
 —
 (16,442) —
 —
Issuance of Common Stock through employee stock purchase plan—
 1,615
 —
 —
 —
 —
 1,615
Issuance of Common Stock5
 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 the consolidated financial statements.
5

Equity LifeStyle Properties, Inc.
Consolidated Financial Statements.Statements of Changes in Equity

(amounts in thousands)
(unaudited)
Common StockPaid-in CapitalRedeemable Perpetual Preferred StockDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling interests – Common OP UnitsTotal Equity
Balance as of December 31, 2019$1,812 $1,402,696 $0 $(154,318)$(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, 20201,812 1,402,696 0 (158,193)(380)72,078 1,318,013 
Exchange of Common OP Units for Common Stock0 63 — — — (63)0 
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)0 
Adjustment for fair market value of swap— — — — (1,333)— (1,333)
Consolidated net income— — 0 66,875 — 3,849 70,724 
Distributions— — 0 (62,385)— (3,590)(65,975)
Other— (143)— — — — (143)
Balance as of March 31, 20201,812 1,402,514 0 (153,703)(1,713)71,997 1,320,907 
Issuance of Common Stock through employee stock purchase plan— 531 — — — — 531 
Compensation expenses related to restricted stock and stock options— 2,669 — — — — 2,669 
Adjustment for Common OP Unitholders in the Operating Partnership— 193 — — — (193)0 
Adjustment for fair market value of swap— — — — 552 — 552 
Consolidated net income— — 8 46,187 — 2,658 48,853 
Distributions— — (8)(62,387)— (3,591)(65,986)
Other— (143)— — — — (143)
Balance as of June 30, 2020$1,812 $1,405,764 $0 $(169,903)$(1,161)$70,871 $1,307,383 
























The accompanying notes are an integral part of the consolidated financial statements.
6

Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2017 and 2016
(amounts in thousands)
(unaudited)
Six Months Ended June 30,
20212020
Cash Flows From Operating Activities:
Consolidated net income$133,067 $119,577 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Loss on sale of real estate, net59 0 
Early debt retirement2,784 1,054 
Depreciation and amortization95,188 78,616 
Amortization of loan costs2,346 1,777 
Debt premium amortization(165)(211)
Equity in income of unconsolidated joint ventures(1,936)(1,271)
Distributions of income from unconsolidated joint ventures41 81 
Proceeds from insurance claims, net144 1,288 
Compensation expense related to incentive plans6,135 6,398 
Revenue recognized from membership upgrade sales upfront payments(5,339)(4,683)
Commission expense recognized related to membership sales1,903 1,866 
Changes in assets and liabilities:
Notes receivable, net(2,250)(484)
Deferred commission expense(4,719)(2,338)
Other assets, net18,901 (1,857)
Accounts payable and other liabilities33,112 15,918 
Deferred membership revenue22,279 11,947 
Rents and other customer payments received in advance and security deposits27,376 11,067 
Net cash provided by operating activities328,926 238,745 
Cash Flows From Investing Activities:
Real estate acquisitions, net(356,605)(4,056)
Proceeds from disposition of properties, net(7)0 
Investment in unconsolidated joint ventures(493)0 
Distributions of capital from unconsolidated joint ventures1,617 1,399 
Capital improvements(119,723)(103,147)
Net cash used in investing activities(475,211)(105,804)
  
 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:   
Depreciation91,781
 88,043
Amortization of in-place leases2,128
 2,139
Amortization of loan costs2,676
 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 ventures2,711
 1,417
Stock-based compensation6,813
 6,796
Revenue recognized from right-to-use contract upfront payments(7,440) (6,863)
Commission expense recognized related to right-to-use contracts3,327
 3,071
Long term incentive plan compensation1,011
 (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 assets28,985
 22,516
Accrued expenses and accounts payable11,002
 15,392
Deferred revenue – upfront payments from right-to-use contracts11,210
 9,290
Deferred revenue – right-to-use annual payments696
 700
Rents received in advance and security deposits(3,305) (3,595)
Net cash provided by operating activities305,509
 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 receivable7,643
 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 plan1,615
 5,931
Share based award tax withholding—
 (98)
Gross proceeds from sale of Common Stock42,037
 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 proceeds146,000
 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 cash21,055
 (11,446)
Cash, beginning of period56,340
 80,258
Cash, end of period$77,395
 $68,812


























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

7


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
For the Nine Months Ended September 30, 2017 and 2016
(amounts in thousands)
(unaudited)
Six Months Ended June 30,
20212020
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan1,337 1,150 
Distributions:
Common Stockholders(128,501)(118,153)
Common OP Unitholders(7,385)(6,803)
Preferred Stockholders(8)(8)
Share based award tax withholding payments(2,814)(3,962)
Principal payments and mortgage debt repayment(94,271)(75,312)
Mortgage notes payable financing proceeds270,016 275,385 
Term loan repayment(300,000)0 
Term loan proceeds600,000 0 
Line of Credit repayment(317,500)(272,500)
Line of Credit proceeds157,500 162,500 
Debt issuance and defeasance costs(11,225)(3,819)
Other(171)(286)
Net cash provided by (used in) financing activities166,978 (41,808)
Net increase in cash and restricted cash20,693 91,133 
Cash and restricted cash, beginning of period24,060 28,860 
Cash and restricted cash, end of period$44,753 $119,993 
 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 repossessions227
 485
Net repayments of notes receivable – used homes acquired by repossessions(227) (485)
Building and other depreciable property – reclassification of rental homes25,852
 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) $(100,148)
Investment in real estate, cost(110) (2,000)
Escrow deposits and other assets—
 (20)
Debt assumed5,900
 22,010
Accrued expenses and accounts payable32
 1,955
Real estate acquisitions, net$(2,163) $(78,203)


Six Months Ended June 30,
20212020
Supplemental Information:
Cash paid for interest$51,040 $51,354 
Net investment in real estate – reclassification of rental homes$33,793 $17,336 
Other assets, net – reclassification of rental homes$(33,793)$(17,336)
Real estate acquisitions:
Investment in real estate$(366,043)$(4,235)
Other assets, net(2,815)0 
Accrued expenses and accounts payable1,313 0 
Rents and other customer payments received in advance and security deposits10,940 179 
Real estate acquisitions, net$(356,605)$(4,056)
Real estate dispositions:
Investment in real estate$52 $0 
Loss on sale of real estate, net(59)0 
Real estate dispositions, net$(7)$0 





















































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

8


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”) and its other consolidated subsidiaries (“Subsidiaries”(the “Subsidiaries”), are referred to herein as “we,” “us,” and “our.” Capitalized terms used“our”. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities. 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 95.3% interest as of June 30, 2021. 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 hereinwith 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 definedrecognized in our Annual Report on Form 10-K (“2016 Form 10-K”) for the year ended December 31, 2016. Theseearnings.
The accompanying unaudited Consolidated Financial Statementsinterim 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"(“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, 2020.
The following notesIntercompany 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-Kinterim 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 estimatesare necessary for a fair presentation of theresults 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.

Note 2 – Summary of Significant Accounting Policies
(a)Consolidation
(a)    Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Leases with customers renting our Sites are accounted for as operating leases. The rental income associated with these leases is accounted for in accordance with ASC 842, Leases, and is recognized over the term of the respective 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. RV and marina Sites are leased to those who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those customers renting marina dry storage slips. Annual Sites are leased on an annual basis, including those Northern Properties that are open for the summer season. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. We consolidatedo not separate expenses reimbursed by our majority-owned Subsidiaries in whichcustomers (“utility recoveries”) from the associated rental income as we havemeet the abilitypractical expedient criteria to controlcombine the operationslease and all variable interest entities ("VIE") with respect to which we are the primary beneficiary.non-lease components. 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 January 1, 2016, we adopted (“ASU 2015-02”) Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 required us to evaluate whether we should consolidate certain legal entities. The adoption of this standard did not result in any changes to our accounting of interests in less than wholly-owned joint ventures; however, the Operating Partnership now meetsassessed the criteria as a VIE. Weand concluded that the Operating Partnership is a VIE because wetiming and pattern of transfer for rental income and the associated utility recoveries are the general partnersame and, controlling owneras our leases qualify as operating leases, we account for and present rental income and utility recoveries as a single component under Rental income in our Consolidated Statements of approximately 93.7%Income and Comprehensive Income. In addition, customers may lease homes that are located in our communities. These leases are accounted for as operating leases. Rental income derived from customers leasing homes is also accounted for in accordance with ASC 842, Leases and is recognized over the term 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.respective lease. The Company has the power to direct the VIE's activities and the obligation to absorb itsallowance for credit losses or the right to receive its benefits, which are significantrelated to the VIE. Accordingly, wecollectability of lease receivables is presented as a reduction to Rental income. Lease receivables 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 otherpresented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. The estimate for credit losses is a result of our consolidated balance sheets, was approximately $12.1 million. Asongoing assessments and evaluations of both September 30, 2017collectability including historical loss experience, current market conditions 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.future expectations in forecasting credit losses.
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.

9


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 notesAnnual membership subscriptions and membership upgrade sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. Membership subscriptions provide our customers access to specific Properties for limited stays at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period during which access to Sites at certain Properties is provided. Membership subscription receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. Membership upgrades grant certain additional access rights to the 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, accountsnet 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. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties. Financed home sales (also known as chattel loans) are presented within Notes receivable, accounts payable, other accrued expenses, interest rate swapsnet on the Consolidated Balance Sheets and mortgage notes payable. We disclose the estimated fair valueare net of our financial instruments according to a fair value hierarchy (Level 1, 2 and 3).an allowance for credit losses.
Our mortgage notes payable and term loan, excluding deferred financing costs(b)    Restricted Cash
As of approximately $18.9 million as of both SeptemberJune 30, 20172021 and December 31, 2016, had an aggregate carrying value2020, restricted cash consists of approximately $2,200.1$31.2 million and $2,110.2$24.1 million, as of September 30, 2017respectively, primarily related to cash reserved for customer deposits and December 31, 2016, respectively,escrows for insurance 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.real estate taxes.
(e)New Accounting Pronouncements
(c)    Recently Adopted Accounting Pronouncements
In January 2017,March 2020, the FASB issued ("ASU 2017-01"No. 2020-04, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) Business Combinations (Topic 805): Clarifyingand other interbank offered rates to alternative reference rates, such as the DefinitionSecured Overnight Financing Rate (“SOFR”). The guidance in ASU 2020-04 is optional, effective immediately, and may be elected over time as reference rate reform activities occur generally through December 31, 2022. We continue to evaluate the impact of a Business. ASU 2017-01 clarifies the definition of a business with the objective of addingthis 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 potential impact, if any, thatand we do not expect the adoption of this standard mayguidance to have a material impact on our consolidated financial statementsstatements.


Note 3 – Leases
Lessor
The leases entered into between the customer and us for rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain 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 disclosures.
In August 2016,to rent amounts and increases over the FASB issued (“ASU 2016-15”) Statementterm of Cash Flows (Topic 230). ASU 2016-15 provides guidance on how certain cash receipts and cash payments arethe agreements. The following table presents future minimum rents expected 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). 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 use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses,received under long-term non-cancelable tenant leases, as well as the credit qualitythose leases that are subject to long-term agreements governing rent payments and underwriting standards of an entity’s portfolio. ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2019. 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.increases:
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, 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.
(amounts in thousands)As of June 30, 2021
2021$77,190 
2022157,061 
2023110,501 
202444,065 
202522,166 
Thereafter66,634 
Total$477,617 
In May 2014, the FASB issued ("ASU 2014-09") Revenue from Contracts with Customers which along with related subsequent amendments will replace most existing revenue recognition guidance in GAAP. The core principle of ASU 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue 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.



10


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 23 – Summary of Significant Accounting PoliciesLeases (continued)

Lessee
We expectlease land under non-cancelable operating leases at 14 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 2032. For the quarters ended June 30, 2021 and 2020, total operating lease payments were $2.6 million and $2.4 million, respectively. For the six months ended June 30, 2021 and 2020, total operating lease payments were $5.1 million and $4.8 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 usingcalculate the modified retrospective transition method. We have determined thatlease liability for our primary sourceoperating leases as of revenue, generated through leasing arrangements, is excludedJune 30, 2021:
As of June 30, 2021
(amounts in thousands)Ground LeasesOffice and Other LeasesTotal
2021$1,153 $2,023 $3,176 
20221,638 2,939 4,577 
2023626 2,682 3,308 
2024632 2,326 2,958 
2025637 2,024 2,661 
Thereafter4,941 10,958 15,899 
Total undiscounted rental payments9,627 22,952 32,579 
Less imputed interest(2,058)(3,511)(5,569)
Total lease liabilities$7,569 $19,441 $27,010 

Right-of-use (“ROU”) assets and lease liabilities from ASU 2014-09. We are in the process of finalizing our evaluationoperating 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 utilityAccounts payable and other income. While we have not finalized our assessment of the impact of ASU 2014-09, basedliabilities on the analysis completedConsolidated Balance Sheets, were $23.7 million and $27.0 million, respectively, as of June 30, 2021. The weighted average remaining lease term for our operating leases was ten years and the weighted average incremental borrowing rate was 3.8% at June 30, 2021.
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 $15.7 million and $16.4 million, respectively, as of December 31, 2020. The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0% at December 31, 2020.

11

Equity LifeStyle Properties, Inc.
Notes to date, we do not currently anticipate that ASU 2014-09 will have a material impact on our consolidated financial statements.Consolidated Financial Statements

Note 34 – Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per Common Shareshare of common stock for the quarters and ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts in thousands, except per share data):2020:
Quarters Ended June 30,Six Months Ended June 30,
(amounts in thousands, except per share data)2021202020212020
Numerators:
Net income available for Common Stockholders – Basic$61,051 $46,187 $126,291 $113,062 
Amounts allocated to dilutive securities3,021 2,658 6,768 6,507 
Net income available for Common Stockholders – Fully Diluted$64,072 $48,845 $133,059 $119,569 
Denominators:
Weighted average Common Shares outstanding – Basic182,337 181,833 182,142 181,781 
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares10,153 10,482 10,312 10,486 
Stock options and restricted stock211 227 214 271 
Weighted average Common Shares outstanding – Fully Diluted192,701 192,542 192,668 192,538 
Earnings per Common Share – Basic$0.33 $0.25 $0.69 $0.62 
Earnings per Common Share – Fully Diluted$0.33 $0.25 $0.69 $0.62 

 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 securities3,286
 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 – basic87,037
 85,105
 86,620
 84,649
Effect of dilutive securities:       
Conversion of Common OP Units to Common Shares5,836
 7,203
 6,100
 7,205
Stock options and restricted shares451
 602
 415
 551
Weighted average Common Shares outstanding – fully diluted93,324
 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 4 –5 - Common Stock and Other Equity Related Transactions
Series C Preferred Stock Redemption and Distribution Activity
The following quarterly distributions have been declared on our depositary shares (each representing 1/100 of a share 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 that 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
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to common stockholdersCommon Stockholders and common the Operating Partnership unit (“OP Unit non-controllingUnit”) holders for the nine months ended September 30, 2017.since January 1, 2020.
Distribution Amount Per ShareFor the Quarter EndedStockholder Record DatePayment Date
$0.3425March 31, 2020March 27, 2020April 10, 2020
$0.3425June 30, 2020June 26, 2020July 10, 2020
$0.3425September 30, 2020September 25, 2020October 9, 2020
$0.3425December 31, 2020December 24, 2020January 8, 2021
$0.3625March 31, 2021March 26, 2021April 9, 2021
$0.3625June 30, 2021June 25, 2021July 9, 2021
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

11


Equity LifeStyle Properties, Inc.Offering Program
Notes to Consolidated Financial Statements
Note 4 – Common Stock and Other Equity Related Transactions (continued)




Notes to Consolidated Financial Statements

Note 5 – Investment in Joint Ventures (continued)

On May 4, 2015,July 30, 2020, we extendedentered into our current at-the-market (“ATM”) equity offering program by entering into new separate equity distribution agreements with certain sales agents, pursuant 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 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):
  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 SeptemberJune 30, 2017, approximately $33.0 million of Common Stock2021, the full capacity remained available for issuance under the ATM equity offering program.issuance.
ConversionsExchanges
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 unitsUnits 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 ninesix months ended SeptemberJune 30, 2017, 1,335,2472021 and 2020, 1,386,716 and 9,228 OP unitsUnits, respectively, were exchanged for an equal number of shares of Common Stock.

12

Note 56 – Investment in Real Estate
Acquisitions
2021
On May 10, 2017,June 3, 2021, we completed the acquisition of Paradise Park Largo,Pine Haven, a 108-site manufactured home629-site RV community located in Largo, Florida.Cape May, New Jersey, for a purchase price of $62.8 million. The acquisition was funded with our unsecured line of credit.
On February 5, 2021, we completed the acquisition of a portfolio of 11 marinas, containing 3,986 slips and 181 RV sites located in Florida, North Carolina, South Carolina, Kentucky and Ohio. The purchase price of approximately $8.0these properties was $262.0 million, which was funded with available cash and an assumed loan.proceeds from the Loan as discussed in Note 8. Borrowing Arrangements.
On January 21, 2021, we completed the acquisition of Okeechobee KOA Resort, a 740-site RV community located in Okeechobee, Florida, for a purchase price of $42.2 million. The $5.9 million loan has an interest rateacquisition was funded with our unsecured line of 4.6% that maturescredit.
2020
On April 21, 2020, we completed the acquisition of a 4.6-acre vacant land parcel in 2040.North Ellenton, Florida, adjacent to our MH community, Colony Cove, for additional expansion. The purchase price was $2.2 million.

Note 6 – Investment7 - Investments 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.







12

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 SeptemberJune 30, 20172021 and December 31, 2016)2020, respectively):
    Investment as ofIncome/(Loss) for
Years Ended
InvestmentLocation Number of Sites
Economic
Interest (a)
June 30, 2021December 31, 2020June 30, 2021June 30, 2020
MeadowsVarious (2,2)1,077 50 %$0 $0 $1,050 $854 
LakeshoreFlorida (3,3)721 (b)2,706 2,281 286 180 
VoyagerArizona (1,1)1,801 50 %(c)121 83 293 (5)
ECHO JVVarious0 50 %17,669 17,362 307 242 
3,599 $20,496 $19,726 $1,936 $1,271 
         Investment as of 
Joint Venture Income/(Loss) for the
Nine Months Ended
Investment Location 
 Number of 
Sites (d)
 
Economic
Interest (a)
  September 30,
2017		 December 31,
2016		 September 30,
2017		 September 30,
2016
Meadows Various (2,2) 1,077
 50%  $170
 $510
 $1,610
 $1,026
Lakeshore Florida (3,2) 720
 (b)
  2,170
 56
 10
 250
Voyager Arizona (1,1) 1,801
 50%
(c) 
 3,455
 3,376
 795
 902
Loggerhead Florida 2,343
 49%  31,646
 —
 230
 —
ECHO JV Various —
 50%  15,525
 15,427
 231
 (36)
    5,941
    $52,966
 $19,369
 $2,876
 $2,142
_____________________
_____________________
(a)The percentages shown approximate our economic interest as of June 30, 2021. Our legal ownership interest may differ.
(a)The percentages shown approximate our economic interest as of September 30, 2017. Our legal ownership interest may differ.
(b)Includes two joint ventures in which we own a 65% interest and Crosswinds joint venture in which we own a 49% interest.
(c)Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing the Property.
(d)Loggerhead sites represent slip count.
(b)Includes 2 joint ventures in which we own a 65% interest and the Crosswinds joint venture in which we own a 49% interest.
(c)Primarily consists of a 50% interest in Voyager RV Resort and a 33% interest in the utility plant servicing this Property.
We received approximately $2.7$1.7 million and $5.5$1.5 million in distributions from theseour unconsolidated joint ventures for the ninesix months ended SeptemberJune 30, 20172021 and 2016,2020, respectively. Approximately $0.1$1.5 million and $0.6$1.0 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarter and ninesix months ended SeptemberJune 30, 2017,2021 and 2020, respectively, 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.

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 outstandingour mortgage indebtedness of approximately $1,981.6 million and $1,891.9 million, respectively, net of deferred financing costs.notes payable:
As of June 30, 2021As of December 31, 2020
(amounts in thousands)Fair ValueCarrying ValueFair ValueCarrying Value
Mortgage notes payable, excluding deferred financing costs$2,848,315 $2,648,456 $2,537,137 $2,472,876 

13

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8 - Borrowing Arrangements (continued)
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 Septemberas of June 30, 20172021, was approximately 4.8%3.8% per annum. The debt bears interest at stated rates ranging from 3.5%2.4% to 8.9% per annum and matures on various dates ranging from 20182022 to 2041. The debt encumbered a total of 128117 and 126116 of our Properties as of SeptemberJune 30, 20172021 and December 31, 2016,2020, respectively, and the gross carrying value of such Properties was approximately $2,396.2$2,698.2 million and $2,296.6$2,580.9 million, as of SeptemberJune 30, 20172021 and December 31, 2016,2020, 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 2040.2021 Activity
During the quarter ended March 31, 2017,2021, we paid off oneentered into a $270.0 million secured financing transaction maturing in 10 years and bearing a fixed interest rate of 2.4% per annum. The loan is secured by 2 RV communities and 1 MH community. The net proceeds from the transaction were used to repay $67.0 million of principal on 2 mortgage loanloans that were due to mature in 2022, incurring $1.9 million of approximately $21.1 million, withprepayment penalties, as well as to repay a portion of the outstanding balance on our line of credit. These mortgage loans had a weighted average interest rate of 5.76%5.1% per annum and were secured by one manufactured home community.2 RV communities.
2020 Activity
During the quarter ended March 31, 2020, we entered into a $275.4 million secured credit facility with Fannie Mae, maturing in 10 years and bearing a fixed interest rate of 2.7% per annum. The facility is secured by 8 MH and 4 RV communities. We also repaid $48.1 million of principal on 3 mortgage loans that were due to mature in 2020, incurring $1.0 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.2% per annum and were secured by 3 MH communities.
Third Amended and Restated Unsecured Credit Facility
During the quarter ended June 30, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Third 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 the other lenders named therein, pursuant to which we have access to a $500.0 million unsecured line of credit (the “LOC”) and a $300.0 million senior unsecured term loan (the “Term Loan”). We have the option to increase the borrowing capacity by $200.0 million, subject to certain conditions. The LOC maturity date was extended to April 18, 2025, and this term can be extended 2 times for additional six month increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.25% to 1.65% and requires an annual facility fee of 0.20% to 0.35%. The Term Loan matures on April 17, 2026 and has an interest rate of LIBOR plus 1.40% to 1.95% per annum. For both the LOC and Term Loan, the spread over LIBOR is variable based on leverage throughout the respective loan terms.
Unsecured Debt
During the quarter ended March 31, 2021, in conjunction with the marina portfolio acquisition as discussed in Note 6. Investment in Real Estate, we entered into a $300.0 million senior unsecured term loan agreement (“Loan”). The maturity date was October 27, 2021 with an interest rate of LIBOR plus 1.45%. During the quarter ended June 30, 2021, in conjunction with the issuance of the Term Loan, we repaid the Loan.
The LOC had a balance of $62.0 million and $222.0 million outstanding as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, our LOC had remaining borrowing capacity of $438.0 million.
As of SeptemberJune 30, 2017,2021, we arewere in compliance in all material respects with the covenants in all our borrowing arrangements.


Note 9 – Derivative Instruments and Hedging
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.
13
14


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements



Note 9 – Derivative Instruments and Hedging (continued)

During the six months ended June 30, 2021, we entered into a three-year LIBOR Swap Agreement (the “Swap”) allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate. The 2021 Swap has a notional amount of $300.0 million of outstanding principal with a fixed interest rate of 0.39% per annum and matures on March 25, 2024. Based on the leverage as of June 30, 2021, our spread over LIBOR was 1.40% resulting in an estimated all-in interest rate of 1.79% per annum.
Our derivative financial instrument was classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:
As of June 30,As of December 31,
(amounts in thousands)Balance Sheet Location20212020
Interest Rate SwapOther assets, net$239 $0 

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 RelationshipAmount of (gain)/loss recognized
in OCI on derivative
for the six months ended June 30,		Location of (gain)/ loss reclassified from
accumulated OCI into income		Amount of (gain)/loss reclassified from
accumulated OCI into income
for the six months ended June 30,
(amounts in thousands)20212020(amounts in thousands)20212020
Interest Rate Swap$(2)$1,553 Interest Expense$237 $772 

During the next twelve months, we estimate that $0.8 million will be reclassified as a decrease 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 June 30, 2021, 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 ourthe 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, 2021, 104,734 shares of commonrestricted stock (“Restricted Stock”), (ii) optionswere awarded 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 Committeecertain members of our Boardmanagement team. Of these shares, 50% are time-based awards, vesting in equal installments over a three-year period on January 31, 2022, January 27, 2023 and January 26, 2024, respectively, and have a grant date fair value of Directors (the “Compensation Committee”).$3.3 million. The Compensation Committee will determine theremaining 50% are performance-based awards vesting schedule, if any, of each Restricted Stock Grant or Optionin equal installments on January 31, 2022, January 27, 2023 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 approvedJanuary 26, 2024, respectively, upon meeting performance conditions as established by the Compensation Committee which determinesin the individuals eligibleyear of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to receive awards,all parties. The 17,454 shares of restricted stock subject to 2021 performance goals have a grant date fair value of $1.1 million.
During 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,quarter ended June 30, 2021, we awarded to certain members of our Board of Directors 55,23858,192 shares of Restricted Stockrestricted stock at a fair market value of approximately $4.5$4.0 million and Optionsoptions to purchase 6,93016,185 shares of common stock with an exercise price of $81.15 per share. The shares of common stock covered by these$68.74. These are time-based awards are subject to multiple tranches that vestvarious vesting dates between November 2, 2017October 27, 2021 and May 2, 2020.April 27, 2023.
On February 1, 2017, we awarded 75,000 sharesStock based compensation expense, reported in General and administrative expense on the Consolidated Statements of Restricted Stock at a fair market value of approximatelyIncome and Comprehensive Income, for the quarters ended June 30, 2021 and 2020, was $2.8 million and $2.7 million, respectively, and for the six months ended June 30, 2021 and 2020, was $5.4 million to certain members of our senior management for their service in 2017. These restricted stock grants will vest on December 31, 2017.and $5.6 million, respectively.
The fair market value of our restricted stock grants was determined by using the closing share price of our common stock on the date the shares were issued and is recorded as compensation expense and paid in capital over the vesting period.
Note 911 – Commitments and Contingencies
Hurricane Irma
Based on our assessmentWe are involved in various legal 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 identifiedregulatory proceedings (“Proceedings”) arising in the future, we cannot estimate the total expenses or recoveries relatedordinary course of business. The Proceedings include, but are not limited 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,legal claims made by employees, vendors 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 governedcustomers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions 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

governmental agencies
14
15


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 911 – 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.
Other
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, 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.

15

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 proceedingsProceedings 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 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, together with certain interested parties, 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 and the interested parties 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 (i) 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,” (ii) that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation and (iii) that the Operating Partnership is required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding.
On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the Superior Court litigation, which motion was heard on June 25, 2020. On July 29, 2020, the Superior Court issued a final order denying the Nicholsons' motion to compel arbitration. The Nicholsons filed a notice of appeal on August 7, 2020. The arbitration is stayed pursuant to an agreement between MHC and the Nicholsons.
We intend to continue to vigorously defend our interests in this matter. As of June 30, 2021, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
16

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments

We have identified two2 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 arewere from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters and ninesix months ended SeptemberJune 30, 20172021 or 2016.2020.
The following tables summarize our segment financial information for the quarters and ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts in thousands):2020:
Quarter EndedSeptember June 30, 2017
2021
Property
Operations
 
Home Sales
and Rentals
Operations
 Consolidated
(amounts in thousands)(amounts in thousands)Property
Operations		Home Sales
and Rentals
Operations		Consolidated
Operations revenues$223,184
 $14,415
 $237,599
Operations revenues$285,378 $29,081 $314,459 
Operations expenses(110,431) (13,528) (123,959)Operations expenses(140,667)(26,514)(167,181)
Income from segment operations112,753
 887
 113,640
Income from segment operations144,711 2,567 147,278 
Interest income773
 1,042
 1,815
Interest income1,252 468 1,720 
Depreciation on real estate assets and rental homes(27,879) (2,614) (30,493)
Amortization of in-place leases(138) —
 (138)
Depreciation and amortizationDepreciation and amortization(45,631)(2,685)(48,316)
Loss on sale of real estate, netLoss on sale of real estate, net0 0 0 
Income (loss) from operations$85,509
 $(685) $84,824
Income (loss) from operations$100,332 $350 $100,682 
Reconciliation to Consolidated net income:     
Reconciliation to consolidated net income:Reconciliation to consolidated net income:
Corporate interest income    159
Corporate interest income22 
Income from other investments, net    2,052
Income from other investments, net1,222 
General and administrative    (7,505)General and administrative(10,228)
Property rights initiatives and other    (324)
Other expensesOther expenses(800)
Interest and related amortization    (25,027)Interest and related amortization(27,131)
Equity in income of unconsolidated joint ventures    686
Equity in income of unconsolidated joint ventures1,068 
Early debt retirementEarly debt retirement(755)
Consolidated net income    $54,865
Consolidated net income$64,080 
     
Total assets$3,298,122
 $227,725
 $3,525,847
Total assets$4,566,507 $257,500 $4,824,007 
Capital improvementsCapital improvements$41,306 $21,639 $62,945 












16
17


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments (continued)



Quarter EndedSeptember June 30, 2016
2020
Property
Operations
 
Home Sales
and Rentals
Operations
 Consolidated
(amounts in thousands)(amounts in thousands)Property
Operations		Home Sales
and Rentals
Operations		Consolidated
Operations revenues$207,162
 $14,655
 $221,817
Operations revenues$238,155 $13,122 $251,277 
Operations expenses(101,640) (13,422) (115,062)Operations expenses(119,296)(11,176)(130,472)
Income from segment operations105,522
 1,233
 106,755
Income from segment operations118,859 1,946 120,805 
Interest income711
 1,056
 1,767
Interest income1,061 726 1,787 
Depreciation on real estate assets and rental homes(26,804) (2,714) (29,518)
Amortization of in-place leases(1,376) —
 (1,376)
Depreciation and amortizationDepreciation and amortization(35,611)(2,721)(38,332)
Income (loss) from operations$78,053
 $(425) $77,628
Income (loss) from operations$84,309 $(49)$84,260 
Reconciliation to Consolidated net income:     
Reconciliation to consolidated net income:Reconciliation to consolidated net income:
Corporate interest income    —
Corporate interest income4 
Income from other investments, net    2,581
Income from other investments, net1,022 
General and administrative    (7,653)General and administrative(10,609)
Property rights initiatives and other    (855)
Other expensesOther expenses(639)
Interest and related amortization    (25,440)Interest and related amortization(26,249)
Equity in income of unconsolidated joint ventures    496
Equity in income of unconsolidated joint ventures1,064 
Early debt retirementEarly debt retirement0 
Consolidated net income    $46,757
Consolidated net income$48,853 
     
Total assets$3,238,699
 $231,684
 $3,470,383
Total assets$3,998,462 $269,712 $4,268,174 
Capital improvementsCapital improvements$37,552 $16,636 $54,188 


NineSix Months EndedSeptember June 30, 2017
2021
Property
Operations
 
Home Sales
and Rentals
Operations
 Consolidated
(amounts in thousands)(amounts in thousands)Property
Operations		Home Sales
and Rentals
Operations		Consolidated
Operations revenues$648,766
 $37,100
 $685,866
Operations revenues$558,933 $48,867 $607,800 
Operations expenses(310,337) (33,604) (343,941)Operations expenses(266,204)(43,931)(310,135)
Income from segment operations338,429
 3,496
 341,925
Income from segment operations292,729 4,936 297,665 
Interest income2,256
 3,122
 5,378
Interest income2,400 1,083 3,483 
Depreciation on real estate assets and rental homes(82,939) (7,910) (90,849)
Amortization of in-place leases(2,128) —
 (2,128)
Depreciation and amortizationDepreciation and amortization(88,409)(5,305)(93,714)
Gain on sale of real estate, netGain on sale of real estate, net(59)0 (59)
Income (loss) from operations$255,618
 $(1,292) $254,326
Income (loss) from operations$206,661 $714 $207,375 
Reconciliation to Consolidated net income:     
Reconciliation to consolidated net income:Reconciliation to consolidated net income:
Corporate interest income    164
Corporate interest income26 
Income from other investments, net    3,918
Income from other investments, net2,158 
General and administrative    (23,339)General and administrative(20,740)
Property rights initiatives and other    (814)
Other expensesOther expenses(1,498)
Interest and related amortization    (74,728)Interest and related amortization(53,406)
Equity in income of unconsolidated joint ventures    2,876
Equity in income of unconsolidated joint ventures1,936 
Early debt retirementEarly debt retirement(2,784)
Consolidated net income    $162,403
Consolidated net income$133,067 
     
Total assets$3,298,122
 $227,725
 $3,525,847
Total assets$4,566,507 $257,500 $4,824,007 
Capital improvements$52,040
 $35,837
 $87,877
Capital improvements$77,774 $41,949 $119,723 





17
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments (continued)



NineSix Months Ended SeptemberJune 30, 20162020
(amounts in thousands)Property
Operations		Home Sales
and Rentals
Operations		Consolidated
Operations revenues$500,629 $28,674 $529,303 
Operations expenses(237,194)(25,643)(262,837)
Income from segment operations263,435 3,031 266,466 
Interest income2,136 1,454 3,590 
Depreciation and amortization(71,831)(5,525)(77,356)
Income (loss) from operations$193,740 $(1,040)$192,700 
Reconciliation to consolidated net income:
Corporate interest income8 
Income from other investments, net1,665 
General and administrative(21,464)
Other expenses(1,227)
Interest and related amortization(52,322)
Equity in income of unconsolidated joint venture1,271 
Early debt retirement(1,054)
Consolidated net income$119,577 
Total assets$3,998,462 $269,712 $4,268,174 
Capital Improvements$70,157 $32,990 $103,147 
 
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 operations318,545
 3,766
 322,311
Interest income2,164
 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 and ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts in thousands):    2020:
 Quarters Ended June 30,Six Months Ended June 30,
(amounts in thousands)2021202020212020
Revenues:
Rental income$251,420 $213,885 $496,149 $449,249 
Annual membership subscriptions14,267 12,961 27,921 26,034 
Membership upgrade sales current period, gross9,207 5,048 19,221 9,891 
Membership upgrade sales upfront payments, deferred, net(6,454)(2,666)(13,881)(5,208)
Other income14,185 9,680 24,706 20,739 
Ancillary services revenues, net2,753 (753)4,817 (76)
Total property operations revenues285,378 238,155 558,933 500,629 
Expenses:
Property operating and maintenance101,351 84,020 188,981 166,311 
Real estate taxes17,896 16,668 35,746 33,509 
Sales and marketing, gross6,298 4,276 12,474 8,254 
Membership sales commissions, deferred, net(1,438)(481)(2,937)(697)
Property management16,560 14,813 31,940 29,817 
Total property operations expenses140,667 119,296 266,204 237,194 
Income from property operations segment$144,711 $118,859 $292,729 $263,435 




19
 Quarters Ended Nine Months Ended
 September 30,
2017		 September 30,
2016		 September 30,
2017		 September 30,
2016
Revenues:       
Community base rental income$123,177
 $117,164
 $365,833
 $346,625
Resort base rental income58,471
 54,486
 169,594
 154,652
Right-to-use annual payments11,531
 11,349
 34,133
 33,590
Right-to-use contracts current period, gross4,208
 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 income26,295
 21,174
 69,071
 61,490
Ancillary services revenues, net1,172
 644
 2,689
 1,852
Total property operations revenues223,184
 207,162
 648,766
 605,072
Expenses:       
Property operating and maintenance80,164
 73,410
 221,119
 203,011
Real estate taxes14,006
 13,467
 41,986
 39,534
Sales and marketing, gross3,277
 3,100
 8,861
 8,524
Right-to-use contract commissions, deferred, net(176) (200) (372) (212)
Property management13,160
 11,863
 38,743
 35,670
Total property operations expenses110,431
 101,640
 310,337
 286,527
Income from property operations segment$112,753
 $105,522
 $338,429
 $318,545







18


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1012 – Reportable Segments (continued)



The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts in thousands):2020:
Quarters Ended June 30,Six Months Ended June 30,
Quarters Ended Nine Months Ended
September 30,
2017		 September 30,
2016		 September 30,
2017		 September 30,
2016
(amounts in thousands)(amounts in thousands)2021202020212020
Revenues:       Revenues:
Rental income (a)
Rental income (a)
$4,278 $4,078 $8,571 $8,060 
Gross revenue from home sales$10,012
 $10,895
 $24,872
 $28,239
Gross revenue from home sales24,427 8,866 39,647 20,175 
Brokered resale revenues, net337
 276
 925
 884
Brokered resale revenues, net376 178 649 439 
Rental home income (a)
3,592
 3,484
 10,829
 10,572
Ancillary services revenues, net474
 —
 474
 —
Ancillary services revenues, net0 0 0 0 
Total revenues14,415
 14,655
 37,100
 39,695
Total revenues29,081 13,122 48,867 28,674 
Expenses:       Expenses:
Rental home operating and maintenanceRental home operating and maintenance1,312 1,245 2,555 2,588 
Cost of home sales10,377
 10,745
 25,391
 28,507
Cost of home sales23,856 8,850 38,724 20,761 
Home selling expenses1,447
 909
 3,301
 2,548
Home selling expenses1,346 1,081 2,652 2,294 
Rental home operating and maintenance1,704
 1,768
 4,912
 4,874
Total expenses13,528
 13,422
 33,604
 35,929
Total expenses26,514 11,176 43,931 25,643 
Income from home sales and rentals operations segment$887
 $1,233
 $3,496
 $3,766
Income from home sales and rentals operations segment$2,567 $1,946 $4,936 $3,031 
______________________
(a)
Segment information does not include Site rental income included in Community base rental income.

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


20
Note 11 - Subsequent Events
During October 2017, 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 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 unsecured line of credit (the “LOC”) and the $200 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 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 of our Term Loan. The Term Loan now matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% 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 million to enter into the Second Amended and Restated Credit Agreement.




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 Statementsconsolidated financial statements and related Notesaccompanying 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 with2020 (“2020 Form 10-K”), as well as information in the information under the heading "Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations"Operations” in our Annual Report on2020 Form 10-K for the year ended December 31, 2016.10-K.
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 of property operations and home sales and rental operations primarily ofwithin manufactured home ("MH"(“MH”) communities and recreational vehicle ("RV"(“RV”) resorts and campgrounds.communities. As of SeptemberJune 30, 2017,2021, we owned or had an ownership interest in a portfolio of 404435 Properties located throughout the United States and Canada containing 149,448 Sites.166,188 individual developed areas (“Sites”). These propertiesProperties are located in 3233 states and British Columbia, with more than 90110 Properties with lake, river or ocean frontage and more than 100120 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”), Normalized Funds from Operations (“Normalized 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 17% from 2021 to 2036. 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. RV Industry Association (“RVIA”) tracking of the RV industry as of 2021 showed that those under 45 years of age is the fastest growing segment of RV owners and has been for the past few years. The RVIA also completed a survey showing that RV purchase intent is strongest among Millennials, followed closely by Generation X. Millennials and Generation X combined represent over half of RV buyers. RVIA statistics as of 2021 show that over 11 million U.S. households own an RV, an increase of 62% over the past 20 years. The increase is driven by strong interest from younger individuals and families who live an active, outdoor lifestyle and baby boomers who are entering retirement. These groups exhibit interest in adopting 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 toalso known as membership products)subscriptions, which provide our customersthem 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. RV and annualmarina Sites are leased to those who generally have an RV, resortfactory-built cottage, boat or other unit placed on the site, including those customers renting marina dry storage slips. Annual Sites are leased on an annual basis.basis, including those Northern Properties that are open for the summer season. Seasonal Sites are leased to customers generally for one to six months. Transient 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 customers who have entered into right-to-use contracts (otherwise referred to as "memberships") and who pay annual membership dues.

We alsoAdditionally, 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.



21
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 SeptemberJune 30, 20172021
CommunityMH Sites71,100
73,300 
ResortRV Sites:
Annual26,600
32,200 
Seasonal11,200
10,700 
Transient10,500
14,700 
Marina Slips6,800 
Right-to-useMembership (1)
24,100
24,800 
Joint Ventures (2)
5,900
3,600 
Total (3)
149,400
166,200 
_________________________ 
(1)
Includes approximately 5,700 Sites rented on an annual basis.
(2)
Joint ventures have approximately 2,700 annual Sites, 400 seasonal Sites, and 500 transient Sites and includes approximately 2,300 marina slips.

(1)Primarily utilized to service the approximately 123,400 members. Includes approximately 6,210 Sites rented on an annual basis.
(2)Includes approximately 2,900 annual Sites, 200 seasonal Sites and 500 transient Sites.
(3)Total does not foot due to rounding.
In our Home Sales and RentalRentals 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 Setmanufactured 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 representrepresents an attractive source of occupancy and thean 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"“ECHO JV”). We provideAdditionally, home sale brokerage services are offered to our residents of our Properties who movemay 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, storesretail operations and restaurants.
In the manufactured housing industry, options for home financing, also known as chattel financing, options are limited. FinancingChattel financing options available today include community owner fundedowner-funded programs or third partythird-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third partyThird-party lender programs have stringent underwriting criteria, sizable down payment requirements, short loan amortization and relatively high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homeshomebuyers at our Properties.

20
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 Netnet 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 from operations ("NFFO"),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 propertiesProperties 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. We have implemented and may continue to implement Centers for Disease Control and Prevention (“CDC”) and local public health department guidelines and protocols for social distancing and enhanced community and office cleaning procedures. All properties continue to be open subject to seasons of operation and state and local guidelines. Our property offices are open to residents and customers, and we are complying with CDC recommended protocols.
We continue to see strong demand in our RV business as our customers seek safe vacation and leisure activities and value the opportunity to spend time outdoors. During the second quarter of 2021, Core Transient RV rental income increased $14.0 million, or 180% compared to the second quarter of 2020. Transient RV rental income for the second quarter of 2020 was negatively impacted by temporary site closures as a result of COVID-19. As compared to the second quarter of 2019, Transient RV rental income for the second quarter of 2021 increased $7.3 million or 50%. RV and marina rental income in our Core Portfolio for the six months ended June 30, 2021 was 10.7% higher than the six months ended June 30, 2020. Annual and transient rental income for the six months ended June 30, 2021 increased 5.8% and 83.0%, respectively, while seasonal rental income decreased 21.7%. The decrease in seasonal rental income was primarily due to lower seasonal RV rental income in the South and West regions during the first quarter of 2021, as seasonal customers, in particular Canadian customers, were impacted by travel restrictions resulting from COVID-19.
22
Management's Discussion and Analysis (continued)

We attribute the solid performance of our business, as shown by our cash collection activity, increases in home sales and occupancy, and growth in transient RV rental income, 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
NetFor the quarter ended June 30, 2021, 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$14.9 million, or $0.07$0.08 per fully diluted Common Share, to $84.3$61.1 million, or $0.90$0.33 per fully diluted Common Share, compared to $76.9$46.2 million, or $0.83$0.25 per fully diluted Common Share, for the same period in 2016.2020. For the ninesix months ended SeptemberJune 30, 2017, FFO2021, net income available for Common Stock and OP Unit holdersStockholders increased $21.9$13.2 million, or $0.22$0.07 per fully diluted Common Share, to $252.3$126.3 million, or $2.71$0.69 per fully diluted Common Share, compared to $230.4$113.1 million, or $2.49$0.62 per fully diluted Common Share, for the same period in 2016.2020.
For the quarter ended SeptemberJune 30, 2017, Normalized Funds from Operations (“Normalized FFO”)2021, FFO available for Common Stock and Operating Partnership unit (“OP UnitUnit”) holders increased $7.9$28.1 million, or $0.08$0.14 per fully diluted Common Share, to $85.1$117.6 million, or $0.91$0.61 per fully diluted Common Share, compared to $77.2$89.5 million, or $0.83$0.47 per fully diluted Common Share, for the same period in 2016.2020. For the ninesix months ended SeptemberJune 30, 2017,2021, FFO available for Common Stock and Operating Partnership unit (“OP Unit”) holders increased $36.3 million, or $0.19 per fully diluted Common Share, to $238.1 million, or $1.24 per fully diluted Common Share, compared to $201.8 million, or $1.05 per fully diluted Common Share, for the same period in 2020.
For the quarter ended June 30, 2021, Normalized FFO available for Common Stock and OP Unit holders increased $22.1$27.4 million, or $0.22$0.14 per fully diluted Common Share, to $253.4$118.3 million, or $2.72$0.61 per fully diluted Common Share, compared to $231.3$90.9 million, or $2.50$0.47 per fully diluted Common Share, for the same period in 2016.2020. For the six months ended June 30, 2021, Normalized FFO available for Common Stock and OP Unit holders increased $36.6 million, or $0.19 per fully diluted Common Share, to $240.9 million, or $1.25 per fully diluted Common Share, compared to $204.3 million, or $1.06 per fully diluted Common Share, for the same period in 2020.
For the quarter ended SeptemberJune 30, 20172021, our Core Portfolio property operating revenues, in our Core Portfolio, excluding deferrals, were up 7.0%increased 14.9% and property operating expenses, in our Core Portfolio, excluding deferrals and property management, were up 6.8%increased 13.9%, from the quarter ended September 30, 2016,same period in 2020, resulting in an increase in our income from property operations, excluding deferrals and property management, of 7.2%, from15.6% compared to the quarter ended September 30, 2016.same period in 2020. For the ninesix months ended SeptemberJune 30, 20172021, our Core Portfolio property operating revenues, in our Core Portfolio, excluding deferrals, were up 5.6%increased 8.5% and property operating expenses, in our Core Portfolio, excluding deferrals and property management, were up 6.2%increased 9.1%, from the nine months ended September 30, 2016,same period in 2020, 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 related8.2% compared to the expected insurance recovery from this loss.same period in 2020.

21
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 represents 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 sitesincluding both homeowners and renters, in our MH communities (both homeowners and renters) and was 94.3% for the quarter ended September 30, 2017, compared to 94.2%95.2% for the quarter ended June 30, 2017 and 93.5%2021, compared to 95.3% for the quarter ended SeptemberMarch 31, 2021 and 95.2% for the same period in 2020. The decrease in average occupancy from the prior quarter is due to expansion sites completed and added to our Core Portfolio during the quarter but not yet occupied as of June 30, 2016. During2021. For the quarter ended SeptemberJune 30, 2017, we increased occupancy of manufactured homes within2021, our Core Portfolio occupancy increased by 9568 sites with an increase in homeowner occupancy of 267179 sites, compared to occupancy as of March 31, 2021. By comparison, for the quarter ended June 30, 2017. By comparison, as of September 30, 2016,2020, our Core Portfolio occupancy increased 17690 sites with an increase in homeowner occupancy of 248 sites80 sites. In addition to higher occupancy, we have increased rental rates during the quarter and six months ended June 30, 2021, contributing to a growth of 4.1% for each respective period in MH rental income, compared to occupancy at June 30, 2016.the same period in 2020.
We continue to experience growth in revenues in our Core RV Portfolio as a result of our ability to increaseand marina rental rates and occupancy. RV revenuesincome in our Core Portfolio for the quarter ended SeptemberJune 30, 2017 were 5.8%2021 was 32.0% higher than the quarter ended September 30, 2016.same period in 2020. Annual, seasonal and transient revenuesrental income for the quarter ended SeptemberJune 30, 20172021 increased 6.0%7.6%, 18.7%31.1% and 2.7%180.3%, respectively. Annual rental income increased primarily due to rate growth, including in the Core marina portfolio. Core annual marina revenue represents 99% of Core marina base rental income. Seasonal rental income increased due to increases in all regions, primarily due to cancellations in RV reservations and site closures during the second quarter of 2020 as a result of COVID-19. Transient rental income increased as we have continued to see positive demand as our customers seek safe vacation and leisure activities and value the opportunity to spend time outdoors. RV and marina rental income in our Core Portfolio for
23
Management's Discussion and Analysis (continued)

the six months ended June 30, 2021 was 10.7% higher than the same period in 2020. Annual and transient rental income for the six months ended June 30, 2021 increased 5.8% and 83.0%, respectively, while seasonal rental income decreased 21.7%. The decrease in seasonal rental income was primarily due to lower seasonal RV rental income in the South and West regions during the first quarter of 2021, as seasonal customers, in particular Canadian customers, were impacted by travel restrictions resulting from COVID-19.
We continue to experience strong performance in our membership base within our Thousand Trails portfolio. For the quarter ended SeptemberJune 30, 2016.2021, annual membership subscriptions revenue increased 10.1% over the same period in 2020. We sold approximately 8,200 TTC memberships during the quarter ended June 30, 2021, representing a 41% increase in sales volume compared to the same period in 2020. We also activated approximately 7,800 TTC memberships through our RV dealer program for the quarter ended June 30, 2021. Membership upgrade sales, gross increased $4.2 million for the quarter ended June 30, 2021 compared to the same period in 2020, driven by approximately 1,200 membership upgrade sales during the quarter. We also experienced a 22% increase in the average sales price per upgrade sold during the quarter ended June 30, 2021 compared to the same period June 30, 2020. The increase in upgrade sales and average sales price was driven by an increase in customer demand, including a new upgrade product, Adventure, introduced in the first quarter of 2021. Adventure was introduced in response to demand we were seeing from our current customers who were looking for longer stays and advanced booking windows. We periodically introduce new upgrade products. Based on our historical experience, during the first 60 to 90 days following a new product launch, we experience an increase in upgrade sales and thereafter the upgrade sales fall back in line with historical run rate performance. For the six months ended June 30, 2021, we sold approximately 13,500 TTC memberships and approximately 2,600 membership upgrades, an increase in membership subscriptions and upgrade revenues of 7.2% and 94.3%, respectively, over the same period in 2020.
Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 295 new home sales during the quarter ended June 30, 2021, compared to 133 new home sales during the quarter ended June 30, 2020. We closed 487 new home sales during the six months ended June 30, 2021, compared to 288 new home sales during the six months ended June 30, 2020. The increase in new home sales was primarily due to favorable housing trends in the broader real estate market.
As of June 30, 2021, we had 3,794 occupied rental homes in our Core MH communities, including 282 homes rented through our ECHO JV. Our Core Portfolio income from rental operations, net of depreciation, was $8.4 million and $8 million for the quarters ended June 30, 2021 and 2020, respectively. Approximately $8.1 million and $7.8 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 SeptemberJune 30, 20172021 and 2016, home2020, respectively. Our Core Portfolio income from rental program net operating income was approximately $7.9 million,operations, net of rental asset depreciation, expense of approximately $2.6was $16.9 million and $15.5 million for the quartersix months ended SeptemberJune 30, 20172021 and $2.7 million for the quarter ended September 30, 2016.2020, respectively. Approximately $8.7$16.2 million and $8.9$15.6 million of home rental operations revenue related to Site rental was included in communityMH base rental income in our Core Portfolio for the quarters ended September 30, 2017 and 2016, respectively. For the ninesix months ended SeptemberJune 30, 20172021 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, 2016,2020, respectively.
Our gross investment in real estate has increased approximately $70.3$447.0 million to $4,755.6$6,607.4 million as of SeptemberJune 30, 20172021 from $4,685.3$6,160.4 million as of December 31, 20162020, primarily due to the acquisition of Paradise Park Largoacquisitions and capital improvements during the second quarter of 2017six months ended June 30, 2021.











24
Management's Discussion and increased capital expenditures.Analysis (continued)

The following chart lists both the Properties acquired or invested insold from January 1, 20162020 through SeptemberJune 30, 2017, which represents our Non-Core Portfolio;2021 and Sites added through expansion opportunities at our existing Properties.

22
Management's Discussion (continued)

Properties:
PropertyLocationType of PropertyTransaction Date
Sites(a)
Total Sites as of January 1, 20162020 (1)
143,938
156,500
Acquisitions:Acquisition Properties:
Rose BayMarina Dunes RV ParkPort Orange, FloridaMarina, CaliforniaRVJanuary 27, 2016October 15, 2020303
96
Portland FairviewAcorn CampgroundFairview, OregonGreen Creek, New JerseyRVMay 26, 2016October 16, 2020407
323
Forest Lake EstatesDolce Vita at Superstition MountainZephryhills, FloridaApache Junction, ArizonaRV, MHJune 15, 2016December 8, 20201,168
484
RiversideLeisure World RV ResortArcadia, FloridaWeslaco, TexasRVOctober 13, 2016December 9, 2020499
333
Paradise Park LargoTrails End RV ResortLargo, FloridaWeslaco, TexasMHRVMay 10, 2017December 9, 2020108
362
Joint Venture:Meridian RV ResortApache Junction, ArizonaRVDecember 14, 2020264
CrosswindsHarbor Point RV CommunitySt. Petersburg, FloridaSneads Ferry, North CarolinaMHRVJune 15, 2017December 16, 2020376
203
LoggerheadTopsail Sound RV ParkMultiple, FloridaHolly Ridge, North CarolinaMarinaRVAugust 8, 2017December 17, 20202,343
230
Marker 1 MarinaDunedin, FloridaMarinaDecember 30, 2020477
Okeechobee KOA ResortOkeechobee, FloridaRVJanuary 21, 2021740
Marina Portfolio (11 Properties)MultipleMarinaFebruary 5, 20214,167
Pine HavenCape May, New JerseyRVJune 3, 2021629
Expansion Site Development and other:Development:
Net Sites added (reconfigured) in 20162020295
1,202
Net Sites added (reconfigured) in 2017202111
131
Total Sites as of SeptemberJune 30, 20172021 (1)
149,448
166,200
(a)Loggerhead sites represent slip count.

______________________

(1)    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 Incomeincome from property operations, and Incomeincome 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-useother 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 deferraldeferrals of right-to-use contractmembership upgrade sales upfront payments and relatedmembership sales commissions, net. 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.during all of 2020 and 2021. 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 2016all of 2020 and 2017.2021. This includes, but is not limited to, one MH community, seven RV communities and one marina acquired during 2020 and two RV communities and eleven marinas acquired during 2021.
25
Management's Discussion and Analysis (continued)


Funds from Operations ("FFO"(“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 forto reflect our share of FFO of 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-usemembership 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-useupfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We define NFFONormalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b)items, such as gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisitioncosts, and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items. NFFONormalized FFO presented herein is not necessarily comparable to NFFONormalized 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 ofand 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

23
Management's Discussion (continued)

a consistent basis without having to account for differences not related to our normal operations. For example, we believe that excluding the early extinguishment of debt property acquisition and other transaction costs related to mergers and acquisitionsmiscellaneous non-comparable items from NFFOFFO 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 NFFONormalized 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 Incomeincome 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-GAAPNon-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-GAAPNon-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 flowflows 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.







26
Management's Discussion and Analysis (continued)


The following table reconciles Netnet income available for Common Stockholders to Incomeincome from property operations for the quarters ended June 30, 2021 and nine months ended September 30, 2017 and September 30, 2016 (amounts in thousands):2020:
  Quarters ended
September 30,		 Nine Months Ended
September 30,
  2017 2016 2017 2016
Computation of Income from Property Operations:        
Net income available for Common Stockholders $48,525
 $40,998
 $144,911
 $127,071
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
Equity in income of unconsolidated joint ventures (686) (496) (2,876) (2,142)
Income before equity in income of unconsolidated joint ventures 54,179
 46,261
 159,527
 142,609
Total other expenses, net 59,461
 60,494
 182,398
 179,702
Income/(loss) from home sales operations and other (171) (161) (268) 80
Income from property operations $113,469
 $106,594
 $341,657
 $322,391

24
Management's Discussion (continued)


Quarters Ended June 30,Six Months Ended June 30,
(amounts in thousands)2021202020212020
Computation of Income from Property Operations:
Net income available for Common Stockholders$61,051 $46,187 $126,291 $113,062 
Redeemable preferred stock dividends8 8 8 8 
Income allocated to non-controlling interests – Common OP Units3,021 2,658 6,768 6,507 
Equity in income of unconsolidated joint ventures(1,068)(1,064)(1,936)(1,271)
Income before equity in income of unconsolidated joint ventures63,012 47,789 131,131 118,306 
Loss on sale of real estate, net— — 59 — 
Total other expenses, net84,266 73,016 166,475 148,160 
Loss from home sales operations and other(2,354)1,640 (3,737)2,517 
Income from property operations$144,924 $122,445 $293,928 $268,983 
The following table presents a calculation of FFO available for Common Stock and OP Unit holdersUnitholders and Normalized FFO available for Common Stock and OP Unit holdersUnitholders for the quarters ended June 30, 2021 and 2020:
 Quarters Ended June 30,Six Months Ended June 30,
(amounts in thousands)2021202020212020
Computation of FFO and Normalized FFO:
Net income available for Common Stockholders$61,051 $46,187 $126,291 $113,062 
Income allocated to non-controlling interests – Common OP Units3,021 2,658 6,768 6,507 
Membership upgrade sales upfront payments, deferred, net6,454 2,666 13,881 5,208 
Membership sales commissions, deferred, net(1,438)(481)(2,937)(697)
Depreciation and amortization48,316 38,332 93,714 77,356 
Depreciation on unconsolidated joint ventures184 184 367 361 
Loss on sale of real estate, net— — 59 — 
FFO available for Common Stock and OP Unit holders117,588 89,546 238,143 201,797 
Early debt retirement755 — 2,784 1,054 
COVID-19 expenses— 1,407 — 1,446 
Normalized FFO available for Common Stock and OP Unit holders$118,343 $90,953 $240,927 $204,297 
Weighted average Common Shares outstanding – Fully Diluted192,701 192,542 192,668 192,538 






27
Management's Discussion and Analysis (continued)

Results of Operations
This section discusses the comparison of our results of operations for the quarters and ninesix months ended SeptemberJune 30, 20172021 and SeptemberJune 30, 2016 (amounts in thousands):
  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

25
Management's2020 and our operating activities, investing activities and financing activities for the six months ended June 30, 2021 and June 30, 2020. For the comparison of our results of operations for the quarters and six months ended June 30, 2020 and June 30, 2019 and discussion of our operating activities, investing activities and financing activities for the six months ended June 30, 2020 and June 30, 2019, refer to Part I, Item 2. Management’s Discussion (continued)

and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the SEC on July 28, 2020.

Comparison of the Quarter Ended Septemberquarter ended June 30, 20172021 to the Quarter Ended Septemberquarter ended June 30, 20162020
Income from Property Operations
The following table summarizes certain financial and statistical data for theour Core Portfolio and the total portfolio for the quarters endedSeptember June 30, 20172021 and 2016 (amounts in thousands). The Core PortfolioJune 30, 2020:
 Core PortfolioTotal Portfolio
Quarters Ended June 30,Quarters Ended June 30,
(amounts in thousands)20212020Variance%
Change		20212020Variance%
Change
MH base rental income (1)
$149,214 $142,535 $6,679 4.7 %$150,145 $142,557 $7,588 5.3 %
Rental home income (1)
4,266 4,077 189 4.6 %4,278 4,078 200 4.9 %
RV and marina base rental income (1)
79,352 60,107 19,245 32.0 %89,008 60,107 28,901 48.1 %
Annual membership subscriptions14,266 12,961 1,305 10.1 %14,267 12,961 1,306 10.1 %
Membership upgrades sales current period, gross9,207 5,048 4,159 82.4 %9,207 5,048 4,159 82.4 %
Utility and other income (1)
27,364 22,259 5,105 22.9 %28,205 22,259 5,946 26.7 %
Property operating revenues, excluding deferrals283,669 246,987 36,682 14.9 %295,110 247,010 48,100 19.5 %
Property operating and maintenance (1)(2)
97,870 85,281 12,589 14.8 %103,104 85,378 17,726 20.8 %
Real estate taxes16,964 16,638 326 2.0 %17,896 16,668 1,228 7.4 %
Rental home operating and maintenance1,285 1,243 42 3.4 %1,312 1,245 67 5.4 %
Sales and marketing, gross6,296 4,276 2,020 47.2 %6,298 4,276 2,022 47.3 %
Property operating expenses, excluding deferrals and property management122,415 107,438 14,977 13.9 %128,610 107,567 21,043 19.6 %
Income from property operations, excluding deferrals and property management (3)
161,254 139,549 21,705 15.6 %166,500 139,443 27,057 19.4 %
Property management16,560 14,813 1,747 11.8 %16,560 14,813 1,747 11.8 %
Income from property operations, excluding deferrals (3)
144,694 124,736 19,958 16.0 %149,940 124,630 25,310 20.3 %
Membership upgrade sales upfront payments and membership sales commission, deferred, net5,016 2,185 2,831 129.6 %5,016 2,185 2,831 129.6 %
Income from property operations (3)
$139,678 $122,551 $17,127 14.0 %$144,924 $122,445 $22,479 18.4 %
_____________________
(1)Rental income consists of the following total portfolio income items: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this discussion includestable. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2)Includes bad debt expense for 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.periods presented.
 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 income3,592
 3,484
 108
 3.1 % 3,592
 3,484
 108
 3.1 %
Resort base rental income56,399
 53,317
 3,082
 5.8 % 58,471
 54,486
 3,985
 7.3 %
Right-to-use annual payments11,528
 11,349
 179
 1.6 % 11,531
 11,349
 182
 1.6 %
Right-to-use contracts current period, gross4,208
 3,672
 536
 14.6 % 4,208
 3,672
 536
 14.6 %
Utility and other income25,958
 20,987
 4,971
 23.7 % 26,295
 21,174
 5,121
 24.2 %
Property operating revenues, excluding deferrals223,487
 208,861
 14,626
 7.0 % 227,274
 211,329
 15,945
 7.5 %
               

Property operating and maintenance78,376
 72,687
 5,689
 7.8 % 80,164
 73,410
 6,754
 9.2 %
Rental home operating and maintenance1,704
 1,765
 (61) (3.5)% 1,704
 1,768
 (64) (3.6)%
Real estate taxes13,525
 13,161
 364
 2.8 % 14,006
 13,467
 539
 4.0 %
Sales and marketing, gross3,277
 3,100
 177
 5.7 % 3,277
 3,100
 177
 5.7 %
Property operating expenses, excluding deferrals and Property management96,882
 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 management13,160
 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, net1,494
 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 %
__________________________
(1)(3)See Non-GAAP measure, see the Results OverviewFinancial Measures section of the Management Discussion and Analysis for Non-GAAP Financial Measure Definitionsdefinitions and reconciliations of these non-GAAPNon-GAAP measures to Net Income available tofor Common Shareholders.

Total Portfolioportfolio income from property operations which includes Core and non-Core portfolios, for the quarter ended September 30, 20172021 increased $6.9$22.5 million, or 6.4%18.4%, from the quarter ended September 30, 2016,2020, driven by an an increase of $6.8$17.1 million, or 6.5%14.0%, infrom our Core Portfolio and an increase of $5.4 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, excluding deferrals primarily from increased RV and a $0.1 millionmarina and MH base rental income, partially offset by an increase in our Non-Coreproperty operating expenses, excluding deferrals and property management. The increase in income from property operations.operations from our Non-Core Portfolio was attributed to income from properties acquired in the fourth quarter of 2020 and the first and second quarters of 2021.

28
Management's Discussion and Analysis (continued)


Property Operating Revenues
CommunityMH base rental income in our Core Portfolio for the quarter ended September 30, 20172021 increased $5.8$6.7 million, or 5.0%4.7%, from the quarter ended September 30, 2016,2020, which reflects 4.0%4.1% growth from rate increases and approximately 1.0%0.6% 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$721 in 2021 from approximately $591 for the quarter ended September 30, 2016.$693 in 2020. The average occupancy for theour Core Portfolio increased to 94.3%was 95.2% for both the quarterquarters ended SeptemberJune 30, 2017 from 93.5% for2021 and June 30, 2020.
RV and marina base rental income is comprised of the quarter ended September 30, 2016.following:

 Core PortfolioTotal Portfolio
Quarters Ended June 30,Quarters Ended June 30,
(amounts in thousands)20212020Variance%
Change		20212020Variance%
Change
Annual$50,721 $47,122 $3,599 7.6 %$58,748 $47,122 $11,626 24.7 %
Seasonal6,823 5,204 1,619 31.1 %7,447 5,204 2,243 43.1 %
Transient21,808 7,781 14,027 180.3 %22,813 7,781 15,032 193.2 %
RV and marina base rental income$79,352 $60,107 $19,245 32.0 %$89,008 $60,107 $28,901 48.1 %


26
Management's Discussion (continued)

ResortRV and marina base rental income in our Core Portfolio for the quarter ended September 30, 20172021 increased $3.1by $19.2 million, or 5.8%32.0%, from the quarter ended September 30, 20162020 primarily due to increased rates. Resortincreases in Transient RV and marina base rental income is comprised of $14.0 million or 180.3%, Annual RV and marina base rental income of $3.6 million or 7.6% and Seasonal RV and marina base rental income of $1.6 million or 31.1%. Transient and Seasonal RV and marina base rental income increased across all regions, primarily due to cancellations in RV reservations and site closures during the following (amounts in thousands):
 Core Portfolio Total Portfolio
 2017 2016 Variance 
%
Change
 2017 2016 Variance 
%
Change
Annual$32,737
 $30,874
 $1,863
 6.0% $33,647
 $31,278
 $2,369
 7.6%
Seasonal4,510
 3,799
 711
 18.7% 4,952
 4,244
 708
 16.7%
Transient19,152
 18,644
 508
 2.7% 19,872
 18,964
 908
 4.8%
Resort base rental income$56,399
 $53,317
 $3,082
 5.8% $58,471
 $54,486
 $3,985
 7.3%
Right-to-use contracts current period, gross, netsecond quarter of sales and marketing, gross, increased by $0.4 million, primarily2020 as a result of COVID-19. In addition, we continue to see positive Transient demand as our customers seek safe vacation and leisure activities and value the opportunity to spend time outdoors. The increase in Annual rental income is attributable to both rate and occupancy, driven by occupancy gains in the North and Northeast regions.
Membership upgrade sales, gross for 2021 increased $4.2 million, or 82.4%, from 2020. The increase in membership upgrade sales was due to approximately 1,200 upgrade sales in 2021, compared to 800 in 2020, an increase of 49%. We also experienced a 22% increase in the average sales price per upgrade sale and a higher number of upgrade salessold during the second quarter ended September 30, 2017of 2021, compared to the second quarter ended September 30, 2016. During the quarter ended September 30, 2017 there were 757of 2020. The increase in upgrade sales withand average sales price was driven by an average price perincrease in customer demand, including a new upgrade sale of $5,558. This compares to 740 upgrade sales with an average price per upgrade sale of $4,962product, Adventure, introduced during the first quarter ended September 30, 2016.of 2021.
Utility and other income in our Core Portfolio for 2021 increased by $5.0$5.1 million, or 22.9%, from 2020. The increase was primarily due to the Hurricane Irmaan increase in other property income of $3.7 million and an increase in utility income of $1.2 million. The increase in other property income was primarily due to insurance recovery revenue accrual of $3.1 million and insurance proceeds of $1.5$2.4 million related to prior storm events.Hurricane Hanna recorded during the second quarter of 2021 and an increase in late fees due to the suspension of late fees in 2020 as a result of COVID-19. The increase in utility income was primarily due to an increase in electric income.
Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the quarter ended September 30, 20172021 increased $6.2$15.0 million, or 6.8%13.9%, from the quarter ended September 30, 2016 primarily2020, driven by an increaseincreases in property operating and maintenance expenses of $5.7$12.6 million and gross sales and marketing expenses of $2.0 million. The increase inCore property operating and maintenance expenses waswere higher in 2021 primarily due to increases in utility expenses of $4.5 million, repairs and maintenance expenseexpenses of $3.3$2.7 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 property payroll of $2.2 million. The increase in property operatinggross sales and maintenance expenses was alsomarketing expense is primarily due to an increase in property payroll, primarily as a resultmembership upgrade sales during the second quarter of 2017 salary increases2021 compared to the second quarter 2020.






29
Management's Discussion and an increase in utility expense, primarily due to increases in water and sewer expenses, which was partially offset by an increase in utility income recovery.Analysis (continued)


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
Gross revenues from new home sales (1)
 $7,233
 $8,057
 $(824) (10.2)%
Cost of new home sales (1)
 (7,276) (7,900) 624
 7.9 %
Gross profit (loss) from new home sales (43) 157
 (200) (127.4)%
         
Gross revenues from used home sales 2,779
 2,838
 (59) (2.1)%
Cost of used home sales (3,101) (2,845) (256) (9.0)%
Loss from used home sales (322) (7) (315) (4,500.0)%
         
Brokered resale revenues and ancillary services revenues, net 1,983
 920
 1,063
 115.5 %
Home selling expenses (1,447) (909) (538) (59.2)%
Income from home sales and other $171
 $161
 $10
 6.2 %
         
Home sales volumes        
Total new home sales (2)
 173
 207
 (34) (16.4)%
 New Home Sales Volume - ECHO JV 48
 65
 (17) (26.2)%
Used home sales 331
 335
 (4) (1.2)%
Brokered home resales 239
 182
 57
 31.3 %
_________________________
Quarters Ended June 30,
(amounts in thousands, except home sales volumes)20212020Variance%
Change
Gross revenues from new home sales (1)
$23,320 $7,552 $15,768 208.8 %
Cost of new home sales (1)
22,243 7,382 14,861 201.3 %
Gross profit from new home sales1,077 170 907 533.5 %
Gross revenues from used home sales1,107 1,314 (207)(15.8)%
Cost of used home sales1,613 1,468 145 9.9 %
Loss from used home sales(506)(154)(352)(228.6)%
Brokered resale and ancillary services revenues, net3,129 (575)3,704 644.2 %
Home selling expenses1,346 1,081 265 24.5 %
Income (loss) from home sales and other$2,354 $(1,640)$3,994 243.5 %
Home sales volumes
Total new home sales (2)
295 133 162 121.8 %
 New Home Sales Volume - ECHO JV16 11 5 45.5 %
Used home sales108 136 (28)(20.6)%
Brokered home resales212 111 101 91.0 %
_________________________
(1) New home sales gross revenues and costs of new home sales doesdo not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV.

27
Management's Discussion (continued)

The income from home sales and other operations was $2.4 million for the second quarter of 2021, compared to a loss of $1.6 million in the second quarter of 2020. The increase in income from home sales and other operations was primarily due to an increase in ancillary services revenues, net, due to increased revenue from restaurants, stores and activities across the portfolio that were closed last year as a result of COVID-19 and an increase in non-core marina ancillary revenues, net. Income from home sales and other was $0.2 million for both the quarters ended September 30, 2017 and 2016. Theoperations also increased due to an increase in gross profit from new home selling expenses wassales due to an increase of 162 new homes sales during the second quarter of 2021 compared to the second quarter of 2020 primarily due to expense of $0.4 million recorded duringfavorable housing trends in the quarter ended September broader real estate market.

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.
Management's Discussion and Analysis (continued)

Rental Operations
The following table summarizes certain financial and statistical data for manufacturedour MH Rental Operations:
Quarters Ended June 30,
(amounts in thousands, except rental unit volumes)20212020Variance%
Change
Rental operations revenue (1)
$12,344 $11,904 $440 3.7 %
Rental home operating and maintenance expenses1,285 1,243 42 3.4 %
Income from rental operations11,059 10,661 398 3.7 %
Depreciation on rental homes (2)
2,685 2,721 (36)(1.3)%
Income from rental operations, net of depreciation$8,374 $7,940 $434 5.5 %
Gross investment in new manufactured home rental units (3)
$230,394 $235,516 $(5,122)(2.2)%
Gross investment in used manufactured home rental units$17,732 $17,722 $10 0.1 %
Net investment in new manufactured home rental units$188,343 $202,115 $(13,772)(6.8)%
Net investment in used manufactured home rental units$9,288 $10,430 $(1,142)(10.9)%
Number of occupied rentals – new, end of period (4)
3,303 3,291 12 0.4 %
Number of occupied rentals – used, end of period491 632 (141)(22.3)%
______________________
(1)Consists of Site rental income and home Rental Operationsrental income. Approximately $8.1 million and $7.8 million for the quarters ended September June 30, 20172021 and 2016 (amountsJune 30, 2020, respectively, of Site rental income is included in thousands, exceptMH base rental unit volumes).income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income in our Core Portfolio Income from Property Operations table.
(2)Presented in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
  2017 2016 Variance 
%
Change
Manufactured homes:        
New Home $7,100
 $6,329
 $771
 12.2 %
Used Home 5,157
 6,013
 (856) (14.2)%
Rental operations revenue (1)
 12,257
 12,342
 (85) (0.7)%
Rental home operating and maintenance (1,704) (1,768) 64
 3.6 %
Income from rental operations 10,553
 10,574
 (21) (0.2)%
Depreciation on rental homes (2)
 (2,614) (2,671) 57
 2.1 %
Income from rental operations, net of depreciation $7,939
 $7,903
 $36
 0.5 %
         
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)%
(3)New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $17.7 million and $17.1 million as of June 30, 2021 and June 30, 2020, respectively.
______________________(4)Includes 282 and 283 homes rented through our ECHO JV as of June 30, 2021 and 2020, respectively.
(1)
Income from rental operations, net of depreciation, was $0.4 million higher during the second quarter of 2021, compared to the second quarter of 2020, primarily due to an increase in the number of occupied new rental homes which command a higher rental rate than occupied used homes.
Rental operations revenue consists of Site rental income and home rental income. Approximately $8.7 million and $8.9 million for the quarters ended September 30, 2017 and 2016, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(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 $15.3 million as of September 30, 2017 and 2016, respectively.
(4)
Occupied rentals as of the end of the period in our Core Portfolio and includes 254 and 158 homes rented through our ECHO JV during the quarters ended September 30, 2017 and 2016, respectively.
Other Income and Expenses
The following table summarizes other income and expenses, net for the quarters endedSeptember 30, 2017net:
Quarters Ended June 30,
(amounts in thousands, expenses shown as negative)20212020Variance%
Change
Depreciation and amortization$(48,316)$(38,332)$(9,984)(26.0)%
Interest income1,742 1,791 (49)(2.7)%
Income from other investments, net1,222 1,022 200 19.6 %
General and administrative(10,228)(10,609)381 3.6 %
Other expenses(800)(639)(161)(25.2)%
Early debt retirement(755)— (755)— %
Interest and related amortization(27,131)(26,249)(882)(3.4)%
Total other income and expenses, net$(84,266)$(73,016)$(11,250)(15.4)%

Total other income and2016 (amounts in thousands, expenses shown 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 $1.0increased $11.3 million for the quarter ended September 30, 2017,in 2021 compared to the quarter ended September 30, 2016. The decrease from the quarter ended September 30, 2016 was2020, primarily due to a decreasehigher depreciation and amortization, higher interest and related amortization, and early debt retirement costs incurred during the second quarter of 2021. The increase in depreciation and amortization of in-place leases, decrease in income from other investments, net, primarilyis due to depreciation on Non-core properties acquired in the terminationfourth quarter of 2020, and the Tropical Palms RV ground lease in 2016first and a decreasesecond quarters of 2021. The increase 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 partially offset by an increase in depreciation on real estate and rental homesis due to an increasehigher debt levels than the same period in capital expenditures.2021.



28
31
Management's Discussion and Analysis (continued)


Comparison of the NineSix Months Ended SeptemberJune 30, 20172021 to the NineSix Months Ended SeptemberJune 30, 20162020
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts in thousands). The Core Portfolio2020.
 Core PortfolioTotal Portfolio
Six Months Ended June 30,Six Months Ended June 30,
(amounts in thousands)20212020Variance%
Change		20212020Variance%
Change
MH base rental income (1)
$297,278 $283,938 $13,340 4.7 %$299,119 $283,978 $15,141 5.3 %
Rental home income (1)
8,554 8,060 494 6.1 %8,571 8,060 511 6.3 %
RV and marina base rental income (1)
156,318 141,167 15,151 10.7 %172,596 141,167 31,429 22.3 %
Annual membership subscriptions27,917 26,033 1,884 7.2 %27,921 26,034 1,887 7.2 %
Membership upgrade sales current period, gross19,221 9,891 9,330 94.3 %19,221 9,891 9,330 94.3 %
Utility and other income (1)
51,488 47,564 3,924 8.2 %52,923 47,562 5,361 11.3 %
Property operating revenues, excluding deferrals560,776 516,653 44,123 8.5 %580,351 516,692 63,659 12.3 %
Property operating and maintenance (1)(2)
183,477 168,832 14,645 8.7 %192,764 169,030 23,734 14.0 %
Real estate taxes34,028 33,450 578 1.7 %35,746 33,509 2,237 6.7 %
Rental home operating and maintenance2,509 2,582 (73)(2.8)%2,555 2,588 (33)(1.3)%
Sales and marketing, gross12,471 8,255 4,216 51.1 %12,474 8,254 4,220 51.1 %
Property operating expenses, excluding deferrals and property management232,485 213,119 19,366 9.1 %243,539 213,381 30,158 14.1 %
Income from property operations, excluding deferrals and property management (3)
328,291 303,534 24,757 8.2 %336,812 303,311 33,501 11.0 %
Property management31,930 29,817 2,113 7.1 %31,940 29,817 2,123 7.1 %
Income from property operations, excluding deferrals (3)
296,361 273,717 22,644 8.3 %304,872 273,494 31,378 11.5 %
Membership upgrade sales upfront payments and membership sales commission, deferred, net10,944 4,511 6,433 142.6 %10,944 4,511 6,433 142.6 %
Income from property operations (3)
$285,417 $269,206 $16,211 6.0 %$293,928 $268,983 $24,945 9.3 %
__________________________
(1)Rental income consists of the following total portfolio income items: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this discussion includestable. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating maintenance expense in this table.
(2)Includes bad debt expense for 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.periods presented.
 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 income10,829
 10,573
 256
 2.4% 10,829
 10,572
 257
 2.4%
Resort base rental income161,002
 152,697
 8,305
 5.4% 169,594
 154,652
 14,942
 9.7%
Right-to-use annual payments34,130
 33,590
 540
 1.6% 34,133
 33,590
 543
 1.6%
Right-to-use contracts current period, gross11,212
 9,290
 1,922
 20.7% 11,212
 9,290
 1,922
 20.7%
Utility and other income67,961
 61,235
 6,726
 11.0% 69,071
 61,490
 7,581
 12.3%
Property operating revenues, excluding deferrals647,214
 612,701
 34,513
 5.6% 660,672
 616,219
 44,453
 7.2%
       

        
Property operating and maintenance215,802
 201,871
 13,931
 6.9% 221,119
 203,011
 18,108
 8.9%
Rental home operating and maintenance4,912
 4,871
 41
 0.8% 4,912
 4,874
 38
 0.8%
Real estate taxes40,557
 39,118
 1,439
 3.7% 41,986
 39,534
 2,452
 6.2%
Sales and marketing, gross8,860
 8,526
 334
 3.9% 8,861
 8,524
 337
 4.0%
Property operating expenses, excluding deferrals and Property management270,131
 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 management38,743
 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, net3,394
 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%
__________________________
(1)(3)See Non-GAAP measure, see the Results OverviewFinancial Measures section of the Management Discussion and Analysis for Non-GAAP Financial Measure Definitionsdefinitions and reconciliationsreconciliation of these non-GAAPNon-GAAP measures to Net Income available tofor Common Shareholders.

Total Portfolio income from property operations which includes Core and non-Core portfolios, for the nine months ended September 30, 20172021 increased $19.3$24.9 million, or 9.3%, from 2020, driven by an increase of $16.2 million, or 6.0%, from the nine months ended September 30, 2016, drivenour Core Portfolio and by an increase of $14.5$8.7 million or 4.5%,from our Non-Core Portfolio. The increase in our Core Portfolio income from property operations from our Core Portfolio was primarily due to increases in RV and a $4.8 millionmarina base rental income, MH base rental income and Membership upgrade sales, gross. The increase in our Non-Core income from property operations.operations from our Non-Core Portfolio was attributed to income from properties acquired in the fourth quarter of 2020 and during the six months ended June 30, 2021.
Property Operating Revenues
CommunityMH base rental income in our Core Portfolio for the nine months ended September 30, 20172021 increased $16.8$13.3 million, or 4.9%4.7%, from the nine months ended September 30, 2016,2020, which reflects 4.0%4.1% growth from rate increases and approximately 0.9%0.6% growth from occupancy gains. The average monthly base rental income per Site increased to approximately $611 for the nine months ended September 30, 2017$719 in 2021 from approximately $588 for the nine months ended September 30, 2016.$690 in 2020. The average occupancy for the Core Portfolio increased to 94.2%was 95.3% for the ninesix months ended SeptemberJune 30, 2017 from 93.3%2021 compared to 95.2% for the ninesix months ended SeptemberJune 30, 2016.2020.







29
32
Management's Discussion and Analysis (continued)


RV and marina base rental income is comprised of the following:
Resort
 Core PortfolioTotal Portfolio
Six Months Ended June 30,Six Months Ended June 30,
(amounts in thousands)20212020Variance%
Change		20212020Variance%
Change
Annual$99,910 $94,447 $5,463 5.8 %$113,267 $94,447 $18,820 19.9 %
Seasonal21,767 27,787 (6,020)(21.7)%22,809 27,787 (4,978)(17.9)%
Transient34,641 18,933 15,708 83.0 %36,520 18,933 17,587 92.9 %
RV and marina base rental income$156,318 $141,167 $15,151 10.7 %$172,596 $141,167 $31,429 22.3 %
RV and marina base rental income in our Core Portfolio for the nine months ended September 30, 20172021 increased $8.3$15.2 million, or 5.4%10.7%, from the nine months ended September 30, 20162020 primarily due to an increaseincreases in annual, seasonalTransient RV and transient revenuesmarina base rental income of $15.7 million, or 83.0% and Annual RV and marina base rental income of $5.5 million, or 5.8%, partially offset by a decrease in Seasonal RV and marina base rental income of $6.0 million, or 21.7%. Transient RV and marina base rental income increased across all regions, primarily due to cancellations in RV reservations and site closures during the six months ended June 30, 2020 as a result of increased rates. ResortCOVID-19. In addition, we continue to see positive Transient demand as our customers seek safe vacation and leisure activities and value the opportunity to spend time outdoors. The increase in Annual RV and marina base rental income is comprisedwas primarily due to growth from rate increases. The decrease in Seasonal RV and marina base rental income was primarily due to a decrease in seasonal RV rental income in the South and West regions during the first quarter of 2021, as seasonal customers, in particular Canadian customers, were impacted by travel restrictions resulting from COVID-19.
Membership upgrade sales, gross for 2021 increased $9.3 million, or 94.3%, from 2020. The increase in membership upgrade sales was due to approximately 2,600 upgrade sales during the following (amountssix months ended June 30, 2021, compared to 1,600 during the six months ended June 30, 2020, an increase of 67%. We also experienced a 16% increase 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%
Seasonal25,374
 23,899
 1,475
 6.2% 28,353
 24,573
 3,780
 15.4%
Transient39,768
 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 ofthe average sales and marketing, gross, increased by $1.6 million, primarily as a result of a higher average price per upgrade salesold during the ninesix months ended SeptemberJune 30, 20172021, compared to the nine monthssame period ended SeptemberJune 30, 2016. During the nine months ended September 30, 2017 there were 2,0172020. The increase in upgrade sales withand average sales price was driven by an average price perincrease in customer demand, including a new upgrade saleproduct, Adventure, introduced during the first quarter 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, 2016.2021.
Utility and other income in our Core Portfolio for 2021 increased by $6.7$3.9 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, theor 8.2%, from 2020. The increase in utility and other income was primarily due to an increase in other property income of $2.8 million and an increase in utility income of $0.9 million. The increase in other property income was driven by insurance recovery across all utilities.revenue of $2.4 million related to Hurricane Hanna recorded during the second quarter of 2021 and increased late fees due to the suspension of late fees in 2020 as a result of COVID-19.
Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for 2021 increased $19.4 million, or 9.1%, from 2020, driven by increases in property operating and maintenance expenses of $14.6 million and gross sales and marketing expenses of $4.2 million. Core property operating and maintenance expenses were higher during the ninesix months ended SeptemberJune 30, 2017 increased $15.7 million, or 6.2%, from2021 compared to the ninesix months ended SeptemberJune 30, 2016.2020 primarily due to increases in utility expenses of $5.1 million, repairs and maintenance expenses of $3.3 million, property payroll expenses of $2.6 million and insurance expense of $2.0 million. The increase in gross sales and marketing expenses was primarily due to an increase in property operatingmembership upgrade sales.









33
Management's Discussion 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.Analysis (continued)



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).Other Operations:
  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 %
_________________________
Six Months Ended June 30,
(amounts in thousands, except home sales volumes)20212020Variance%
Change
Gross revenues from new home sales (1)
$37,658 $16,934 $20,724 122.4 %
Cost of new home sales (1)
35,958 16,669 19,289 115.7 %
Gross profit from new home sales1,700 265 1,435 541.5 %
Gross revenues from used home sales1,989 3,241 (1,252)(38.6)%
Cost of used home sales2,766 4,092 (1,326)(32.4)%
Loss from used home sales(777)(851)74 8.7 %
Brokered resale and ancillary services revenues, net5,466 363 5,103 1,405.8 %
Home selling expenses2,652 2,294 358 15.6 %
Income (loss) from home sales and other$3,737 $(2,517)$6,254 248.5 %
Home sales volumes
Total new home sales (2)
487 288 199 69.1 %
 New Home Sales Volume - ECHO JV24 23 1 4.3 %
Used home sales210 330 (120)(36.4)%
Brokered home resales372 287 85 29.6 %
_________________________
(1) New home sales gross revenues and costs of new home sales doesdo not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JVJV.
The income from home sales and other was $3.7 million for the ninesix months ended SeptemberJune 30, 2017 and September2021 compared to a loss of $2.5 million for the six months ended June 30, 2016, respectively.

30
Management's Discussion (continued)

2020. The increase in income from home sales and other was primarily due to an increase in ancillary services revenues, net, driven by increased revenue from restaurants, stores and activities across the portfolio primarily as a result of closures in 2020 as a result of COVID-19, an increase in non-core marina ancillary revenues, net and an increase in the gross profit from new homeshome sales partially offset by an increase in home selling expenses andas a result of an increase in the loss from used home sales. The increase in home selling expenses was primarily due to expensenumber 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.new homes sold.

34
Management's Discussion and Analysis (continued)

Rental Operations
The following table summarizes certain financial and statistical data for manufacturedMH Rental Operations.
Six Months Ended June 30,
(amounts in thousands, except rental unit volumes)20212020Variance%
Change
Rental operations revenue (1)
$24,733 $23,647 $1,086 4.6 %
Rental home operating and maintenance expenses2,509 2,582 (73)(2.8)%
Income from rental operations22,224 21,065 1,159 5.5 %
Depreciation on rental homes (2)
5,305 5,525 (220)(4.0)%
Income from rental operations, net of depreciation$16,919 $15,540 $1,379 8.9 %
Gross investment in new manufactured home rental units (3)
$230,394 $235,516 $(5,122)(2.2)%
Gross investment in used manufactured home rental units$17,732 $17,722 $10 0.1 %
Net investment in new manufactured home rental units$188,343 $202,115 $(13,772)(6.8)%
Net investment in used manufactured home rental units$9,288 $10,430 $(1,142)(10.9)%
Number of occupied rentals – new, end of period (4)
3,303 3,291 12 0.4 %
Number of occupied rentals – used, end of period491 632 (141)(22.3)%
______________________
(1)Rental operations revenue consists of Site rental income and home Rental Operationsrental income in our Core Portfolio. Approximately $16.2 million and $15.6 million of Site rental income for the ninesix months ended SeptemberJune 30, 20172021 and 2016 (amounts2020, respectively, are included in thousands, exceptcommunity base rental unit volumes).income within the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in rental home income within the Core Portfolio Income from Property Operations table.
(2)Presented in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
  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)%
(3)Includes both occupied and unoccupied rental homes in our Core Portfolio. New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $17.7 million and $17.1 million as of June 30, 2021 and 2020, respectively.
______________________
(1)
Rental operations revenue consists of Site rental income and home rental income. Approximately $26.3 million and $27.0 million for the nine months ended September 30, 2017 and 2016, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(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.
(4)
(4)Occupied rentals as of the end of the period in our Core Portfolio and includes 254 and 158 homes rented through our ECHO JV during the nine months ended September 30, 2017 and 2016, respectively.
The decrease in incomeour Core Portfolio and includes 282 and 283 homes rented through our ECHO JV as of June 30, 2021 and 2020, respectively.

Income from rental operations, net of depreciation, was $1.4 million higher during the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a decreasean increase in the number of used occupied rental units, partially offset by the change in the mix of occupied rentals, driven by an increased number of occupied new rental homes atwhich command a higher rental rate.rate than occupied used homes.
Other Income and Expenses
The following table summarizes other income and expenses, for the nine months ended September 30, 2017net:
Six Months Ended June 30,
(amounts in thousands, expenses shown as negative)20212020Variance%
Change
Depreciation and amortization$(93,714)$(77,356)$(16,358)(21.1)%
Interest income3,509 3,598 (89)(2.5)%
Income from other investments, net2,158 1,665 493 29.6 %
General and administrative(20,740)(21,464)724 3.4 %
Other expenses(1,498)(1,227)(271)(22.1)%
Early debt retirement(2,784)(1,054)(1,730)(164.1)%
Interest and related amortization(53,406)(52,322)(1,084)(2.1)%
Total other income and expenses, net$(166,475)$(148,160)$(18,315)(12.4)%

Total other income and September 30, 2016 (amounts in thousands, expenses shown as negative).
  2017 2016 Variance 
%
Change
Depreciation on real estate and rental homes $(90,849) $(87,203) $(3,646) (4.2)%
Amortization of in-place leases (2,128) (2,139) 11
 0.5 %
Interest income 5,542
 5,052
 490
 9.7 %
Income from other investments, net 3,918
 6,574
 (2,656) (40.4)%
General and administrative (excluding transaction costs) (23,015) (22,390) (625) (2.8)%
Transaction costs (324) (925) 601
 65.0 %
Property rights initiatives and other (814) (2,036) 1,222
 60.0 %
Interest and related amortization (74,728) (76,635) 1,907
 2.5 %
Total other income and expenses, net $(182,398) $(179,702) $(2,696) (1.5)%

Other expenses, net increased $2.7$18.3 million forduring the ninesix months ended SeptemberJune 30, 2017,2021 compared to the ninesix months ended SeptemberJune 30, 2016.2020, primarily due to higher depreciation and amortization and higher early debt retirement costs. The increase in other expenses, net fromdepreciation and amortization was due to depreciation on Non-Core properties acquired in the ninefourth quarter of 2020 and the six months ended SeptemberJune 30, 20162021. The increase in early debt retirement costs was primarilydue to higher debt repayment costs in 2021 compared to 2020.

Equity in income of unconsolidated joint ventures
31
Management's Discussion (continued)

Equity in income of unconsolidated joint ventures increased $0.7 million during the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to an increase in depreciation on real estatedistributions received in 2021 compared to 2020.
35
Management's Discussion and rental homes, partially offset by a decrease in income from other investments, net, due to the termination 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).Analysis (continued)



Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on properties, purchasing both newProperties, home purchases and pre-owned homes, acquisitions of new Properties, and distributions.property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit ("LOC"(“LOC”) and proceeds from issuance of equity and debt securities.
We have entered into an at-the-market (“ATM”) offering program, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. During the quarter, we sold 484,913 shares of common stock as part of the ATM equity offering program, at a weighted average price of $86.69, resulting in net cash proceeds of approximately $41.5 million. As of September 30, 2017, $33.0 million of common stock remained available for issuance under the ATM equity offering program. During October 2017, 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 approximately $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.
In addition, we have available liquidity in the form of authorized and unissued preferred stock of approximately 10.0 million shares and approximately 112.5 million shares of authorized but unissued common stock registered for sale under the Securities Act of 1933, as amended, by a shelf registration statement which was automatically effective when filed with the SEC. Our charter allows us to issue up to 200.0 million shares of common stock, par value $0.01 per share, and up to 10.0 million shares of preferred stock, par value $0.01 per share.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. When investing capital, we consider all potential uses, including returning capital to our stockholders or the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, alternative opportunistic capital uses and capital requirements. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managemanaging future debt maturities and borrowborrowing at competitive rates, enables us to meet this objective. We believe that asAccessing long-term low-cost secured debt continues to be our focus.
Our at-the-market (“ATM”) equity offering program allows us, from time-to-time, to sell shares of Septemberour common stock, par value $0.01 per share, having an aggregate offering price up to $200.0 million. As of June 30, 2017,2021, the full capacity remained available for issuance.
As of June 30, 2021, we have sufficienthad available liquidity in the form of $72.1approximately 416.2 million shares of authorized and unissued common stock, par value $0.01 per share, and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.
During the six months ended June 30, 2021, we closed on an amended revolving line of credit with borrowing capacity of $500.0 million and a $300.0 million term loan (“Term Loan”). The variable interest rate on the Term Loan is LIBOR plus 1.40%. Pursuant to the Swap (as defined below), we have fixed the interest rate at 1.8% per annum. See Item 1. Financial Statements—Note 8. Borrowing Arrangements for further details.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in available cash, netexchange for making fixed-rate payments over the life of restricted cash,the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and $400.0 million availablesubsequently reclassified into earnings on our LOC, to satisfy our near term obligations.the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings.
On October 27, 2017,During the six months ended June 30, 2021, we entered into a Second Amended and Restated Creditthree-year LIBOR Swap Agreement (the “Second Amended”Swap”) allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate. The Swap has a notional amount of $300.0 million of outstanding principal and Restated Credit Agreement”) byfixes the underlying LIBOR rate at 0.39% per annum 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 owing by us under the Amended, Restated and Consolidated Agreement dated as of July 17, 2014 pursuant to which we have access to a $400 million unsecured line of credit and the $200 million senior unsecured term loan facility. 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 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 of our Term Loan, which now matures on April 27, 2023 and has anMarch 25, 2024. For additional information regarding our interest rate of LIBOR plus 1.20% to 1.90% per annum.swap, see Item 1. Financial Statements—Note 9. Derivative Instruments and Hedging Activities.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, as well as net cash provided by operating activities and availability under our existing LOC. We consider these resourcesAs of June 30, 2021, our LOC had a borrowing capacity of $438.0 million. As of June 30, 2021, the LOC bears interest at a rate of LIBOR plus 1.25% to be adequate1.65%, carries an annual facility fee of 0.20% to meet our operating requirements for capital improvements, amortizing debt0.35% and payment of dividends and distributions.matures on April 18, 2025.
We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements, by use of our current cash balance,using long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additionalthe issuance of equity securities, in additionincluding under our ATM equity offering program.
We continue to net cash provided by operating activities. Asmonitor the development and adoption of September 30, 2017,an alternative index to LIBOR to manage the transition. Given the majority of our current debt is secured and not subject to LIBOR, we have no remaining scheduled debt maturities in 2017.
Duringdo not believe the quarter ended September 30, 2017, we entered into three new loans, each secured by a manufactured home Property, totaling $146.0 million. The loansdiscontinuation of LIBOR will have a stated interest rate of 4.07% per year with 20 year maturitiessignificant impact on our consolidated financial statements.
The impact the COVID-19 pandemic will continue to have on our financial condition and 30 year principal amortization. We utilizedcashflows is uncertain and is dependent upon various factors including the proceeds from these loans to redeemmanner in which operations will continue at our Series C Preferred Stock for $136.1 million.

Properties, customer payment
32
36
Management's Discussion and Analysis (continued)


On October 16, 2017,patterns and operational decisions we entered into a $204 million secured facility with Fannie Mae, maturing in 2037have made 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.
During the nine months ended September 30, 2017 we paid off two maturing mortgage loans and assumed debtmay make in the purchasefuture in response to guidance from public authorities and/or for the health and safety of Paradise Park Largo. The two mortgage loans we paid off were approximately $21.1 million, with a weighted average interest rate of 5.76% per annum,our employees, residents and $6.9 million, with a weighted average interest rate of 6.47%. Each loan was secured by a manufactured home Property. 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.

guests.
The following table below summarizes our cash flow activity for the nine months ended September 30, 2017 and 2016 (amounts in thousands):flows activity:
For the six months ended June 30,
Nine Months Ended
September 30,
2017 2016
(amounts in thousands)(amounts in thousands)20212020
Net cash provided by operating activities$305,509
 $274,582
Net cash provided by operating activities$328,926 $238,745 
Net cash used in investing activities(138,173) (166,073)Net cash used in investing activities(475,211)(105,804)
Net cash used in financing activities(146,281) (119,955)
Net increase (decrease) in cash$21,055
 $(11,446)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities166,978 (41,808)
Net increase in cash and restricted cashNet increase in cash and restricted cash$20,693 $91,133 
Operating Activities
Net cash provided by operating activities increased $30.9$90.2 million to $305.5$328.9 million for the nine monthsquarter ended SeptemberJune 30, 2017,2021 from $274.6$238.7 million for the nine monthsquarter ended SeptemberJune 30, 2016.2020. The increase in net cash provided by operating activities was primarily due to an increase in other assets, net and accounts payable and other liabilities of $38.0 million, higher income from property operations of $19.3$24.9 million, receiptan increase in rents and other customer payments received in advance and security deposits of insurance proceeds$16.3 million and higher deferred membership revenue of $10.8 million related to the California failure to maintain lawsuits and insurance proceeds of $1.5 million related to prior storm events, and long term incentive plan payments of $4.3 million during the first quarter of 2016. These increases were partially offset by the litigation settlement payment of $13.3 million related to the California failure to maintain lawsuits.$10.3 million.
Investing Activities
Net cash used in investing activities was $138.2increased $369.4 million to $475.2 million for the nine monthsquarter ended SeptemberJune 30, 2017 compared to $166.12021 from $105.8 million for the nine monthsquarter ended SeptemberJune 30, 2016.2020. The decrease in net cash used in investing activitiesincrease was primarily due to (1) theincreased spending on acquisitions of Forest Lake Estates, Portland Fairview and Rose Bay for $78.2$352.5 million (2)along with an acquisitionincrease in capital improvement spending of vacant land in Florida for $2.0 million and (3) receipt of capital distribution of $4.1 million from our Voyager JV during the nine months ended September 30, 2016. The decrease was partially offset by investments, inclusive of costs, in the Crosswinds and Loggerhead joint ventures of $2.3 million and $31.4 million, respectively, and a short-term loan of $13.8 million issued to the Crosswinds joint venture during the nine months ended September 30, 2017.$16.6 million.
Capital Improvements
The following table below summarizes capital improvement activity for the nine months ended September 30, 2017 and 2016 (amounts in thousands):
 
Nine Months Ended
September 30, (1)
 2017 2016
Recurring Capital Expenditures (2)
$29,823
 $28,321
Property upgrades and site development20,931
 9,833
New home investments (3)(4)
32,724
 44,293
Used home investments (4)
3,113
 4,265
Total Property86,591
 86,712
Corporate1,286
 604
Total Capital improvements$87,877
 $87,316
______________________improvements:
(1) Excludes non-cash activity of approximately $0.2 million and $0.5 million of used homes acquired through foreclosure of Chattel Loans for the nine months ended September 30, 2017 and 2016, respectively.
For the six months ended June 30,
(amounts in thousands)20212020
Recurring capital expenditures (1)
$30,892 $26,796 
Property upgrades and development45,008 41,374 
New and used home investments (2) (3)
41,949 32,990 
Total property improvements117,849 101,160 
Corporate1,874 1,987 
Total capital improvements$119,723 $103,147 
(2) Recurring capital expenditures are primarily______________________
(1)Primarily comprised of common area, improvements, furniture,utility infrastructure and mechanical improvements.
(3)(2)Excludes new home investmentinvestments associated with our ECHO JV.
(4) (3)Net proceeds from new and used home sale activities are reflected within Operating Activities.

33
Management's Discussion (continued)

Financing Activities
Net cash provided by financing activities was $167.0 million for the quarter ended June 30, 2021. Net cash used in financing activities was $146.3$41.8 million for the nine monthsquarter ended SeptemberJune 30, 2017 compared to net cash used in financing activities of $120.0 million for the nine months ended September 30, 2016.2020. The increase in net cash used inprovided by financing activities for the nine months ended September 30, 2017 was primarily due to (1) a decrease in new mortgage debtan increase net term loan proceeds net, compared to the nine months ended September 30, 2016, (2)of $300.0 million, partially offset by an increase in distributions to our common stockholders fornet repayments on the nine months ended September 30, 2017 due toLOC of $50.0 million and an increase approvedin mortgage debt repayments of $19.0 million.
Contractual Obligations
Significant ongoing contractual obligations consist primarily of long-term borrowings, interest expense, operating leases, LOC maintenance fees and ground leases. For a summary and complete presentation and description of our ongoing commitments and contractual obligations, see the Contractual Obligations section of the “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Form 10-K.
Westwinds
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. Westwinds provides affordable, rent-controlled homes to numerous residents, including
37
Management's Discussion and Analysis (continued)

families with children and residents over 65 years of age. For the year ended December 31, 2020, Westwinds and Nicholson Plaza generated approximately $5.8 million of net operating income.
The master lessor of these ground leases, The Nicholson Family Partnership (together with its predecessor in interest, 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 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 are unlawfully attempting to impose those obligations upon the Operating Partnership.
Westwinds opened in the 1970s and was developed by our Boardthe original ground lessee with assistance from the Nicholsons. In 1997, the Operating Partnership acquired the leasehold interest in the ground leases. In addition to rent based on the operations of Directors, (3) reducedWestwinds, the Nicholsons receive a percentage of gross proceedsrevenues from the sale of common stock under our ATM equity offering program comparednew or used mobile homes in Westwinds.
The Operating Partnership has entered into subtenancy agreements with the mobilehome residents of Westwinds. Because the ground leases with the Nicholsons have an expiration date of August 31, 2022, and no further right of extension, the Operating Partnership has not entered into any subtenancy agreements that extend beyond August 31, 2022. However, the mobilehome residents’ occupancy rights continue by operation of California state and San Jose municipal law beyond the expiration date of the ground leases. Notwithstanding this, the Nicholsons have made what we believe to be an unlawful demand that the Operating Partnership deliver the property free and clear of any subtenancies upon the expiration of the ground leases by August 31, 2022. We believe the Nicholsons’ demand (i) violates California state and San Jose municipal law because the Nicholsons are demanding that the Operating Partnership remove all residents without just cause and (ii) conflicts with the terms and conditions of the ground leases, which contain no express or implied requirement that the Operating Partnership deliver the property free and clear of all subtenancies at the mobile home park and require, instead, that the Operating Partnership continuously operate the mobilehome park during the lease term.
On December 30, 2019, the Operating Partnership, together with certain interested parties, 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 and the interested parties 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 (i) 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,” (ii) that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation and (iii) that the Operating Partnership is required to indemnify the Nicholsons with respect to the nine months ended September 30, 2016, and (4) reduced proceeds from stock options and our employee stock purchase plan.
Contractual Obligations
As of September 30, 2017, we were subject to certain contractual payment obligations as describedclaims brought by the interested parties in the table below (amountsSuperior Court proceeding.
On February 3, 2020, the Nicholsons filed a motion in thousands):California Superior Court to compel arbitration and to stay the Superior Court litigation, which motion was heard on June 25, 2020. On July 29, 2020, the Superior Court issued a final order denying the Nicholsons' motion to compel arbitration. The Nicholsons filed a notice of appeal on August 7, 2020. The arbitration is stayed pursuant to an agreement between MHC and the Nicholsons.
 
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 Lease8,901
 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 Borrowings4.35% 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.
We believe that we will be ableFollowing the filing of our lawsuit, the City of San Jose took steps to refinance our maturing debt obligationsaccelerate the passage of a general plan amendment previously under review by the City to change the designation for Westwinds from its current general plan designation of Urban Residential (which would allow for higher density redevelopment), to a newly created designation of Mobile Home Park. The Nicholsons expressed opposition to this change in designation. However, on March 10, 2020, following significant pressure from residents and advocacy groups, the City Council approved this new designation for all 58 mobilehome communities in with City of San Jose, including Westwinds. In addition to requirements imposed by California state and San Jose municipal law, the change in designation requires, among other things, a secured or unsecured basis; however,further amendment to the extent we are unablegeneral plan to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flow, asset sales and/ora different land use designation by the proceeds from equity issuances. With respectCity Council prior to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changeschange in interest rates or other debt terms, including required amortization payments.use.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize our risks of inflation. In addition, our resort Properties are not generally subject to leases and rents are established for these Sites on an annual basis. Our right-to-use contracts generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years of age.
Off BalanceOff-Balance Sheet Arrangements
As of SeptemberJune 30, 2017,2021, we have no off balanceoff-balance sheet arrangements.



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Management's Discussion and Analysis (continued)

Critical Accounting Policies and Estimates
Refer to the 2016“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Form 10-K for a discussion of our critical accounting policies, which includes impairment of real estate assets and investments, revenue recognition and business combinations.policies. There have been no significant changes to theseour critical accounting policies and estimates during the quarter ended SeptemberJune 30, 2017.2021.



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Management's Discussion (continued)

Forward LookingForward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
•our ability to control costs and real estate market conditions, the actual rate of decline inour ability to retain customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);
•our ability to maintain historical or increase future rental rates and occupancy with respect to Propertiesproperties currently owned or that we may acquire;
•our ability to attract and retain customers entering, renewing and attract customers renewing, upgrading and entering right-to-use contracts;membership subscriptions;
•our assumptions about rental and home sales markets;
•our ability to manage counterparty risk;
•our ability to renew our insurance policies at existing rates and on consistent terms;
•in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyershomebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
•results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
•impact of government intervention to stabilize site-built single-family housing and not manufactured housing;
•effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
•the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
•unanticipated costs or unforeseen liabilities associated with recent acquisitions;
•our ability to obtain financing or refinance existing debt on favorable terms or at all;
•the effect of interest rates;
•the effect from any breach of our, or any of our vendors', data management systems;
•the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic "Revenue Recognition";
•the outcome of pending or future lawsuits or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; and
•other risks indicated from time to time in our filings with the Securities and Exchange Commission.

In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic, many of which are unknown, including the duration of the pandemic, the extent of the adverse health impact on the general population and on our residents, customers, and employees in particular, its impact on the employment rate and the economy, the extent and impact of governmental responses, and the impact of operational changes we have implemented and may implement in response to the pandemic.
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

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Item 3.Quantitative and Qualitative Disclosure of Market Risk
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We disclosed a quantitative and qualitative analysis regarding market risk in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk on in our 2020 Form 10-K for the year ended December 31, 2016.10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2016.2020.


Item 4.Controls and Procedures
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), has evaluated the effectiveness of our disclosure controls and procedures as of SeptemberJune 30, 2017.2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder as of SeptemberJune 30, 2017.
Notwithstanding the foregoing, a control system,2021. Any controls and procedures, no matter how well designed and operated, can provide only reasonable not absolute, assurance that it will detect or uncover failures within us to disclose material information otherwise required to be set forth in our periodic reports.of achieving the desired control objectives.
Changes in Internal Control Over Financial Reporting

During the quarter ended SeptemberJune 30, 2017,2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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Part II – Other Information


Item 1.Legal Proceedings
Item 1.Legal Proceedings
See Item 1. Financial Statements—Note 9 of11. Commitments and Contingencies accompanying the Consolidated Financial Statements contained herein.in this Quarterly Report on Form 10-Q.


Item 1A.Risk Factors
Item 1A.Risk Factors
There have been no material changes toA description of the risk factors associated with our business are discussed in “Item 1A. Risk Factors” in our Annual Report on2020 Form 10-K for the year ended December 31, 2016 and updated in our Quarterly Report on2021 First Quarter Form 10-Q for the quarter ended March 31, 2017.10-Q.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
None.


Item 3.Defaults Upon Senior Securities
Item 3.Defaults Upon Senior Securities
None.


Item 4.Mine Safety Disclosure
Item 4.Mine Safety Disclosures
None.


Item 5.Other Information
None.

Item 6.Exhibits
Item 5.Other Information

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 owing 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 unsecured line of credit (the “LOC”) and the $200 million senior unsecured term loan facility (the “Term Loan”). We have the option to increase the borrowing capacity by $200 million, subject to certain conditions. 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 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 of our Term Loan, which now matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% 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 million to enter into the Second Amended and Restated Credit Agreement.

Pursuant to a Second Amended and Restated Guaranty dated as of October 27, 2017, among us and certain of our subsidiaries and the Administrative Agent, we have guaranteed all of the obligations of our operating partnership under the Second Amended and Restated Credit Agreement when due, whether at stated maturity, by acceleration or otherwise.

The foregoing summaries of the Second Amended and Restated Credit Agreement, the Second Amended and Restated Guaranty and the amendments to the LOC and Term Loan are qualified in their entirety by reference to the text of the Second Amended and Restated Credit Agreement and the Second Amended and Restated Guaranty, each of which is attached as Exhibit 10.1 and 10.2, respectively.


Item 6.Exhibit Index
10.110.1.1

10.231.1

31.1
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
32.1
32.2
101101.INSThe following materials from Equity LifeStyle Properties, Inc.’s Quarterly Report on Form 10-Q forXBRL Instance Document - the quarter ended September 30, 2017 formattedinstance document does not appear in the Interactive Data File because its XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flow, and (v) Notes to Consolidated Financial Statements, filed herewith.tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)



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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
EQUITY LIFESTYLE PROPERTIES, INC.
Date: July 27, 2021EQUITY LIFESTYLE PROPERTIES, INC.
By:
Date: October 31, 2017By:/s/ Marguerite Nader
Marguerite Nader
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 31, 2017July 27, 2021By:/s/ Paul Seavey
Paul Seavey
Executive Vice President and Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: July 27, 2021By:/s/ Valerie Henry
Valerie Henry
Vice President and Chief Accounting Officer
(Principal Accounting Officer)



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