UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________


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

For the quarterly period ended March 31, ~~2021~~2022


☐			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)

Maryland

36-3857664

(State or other jurisdiction of incorporation)

(IRS Employer Identification Number)

Two North Riverside Plaza, Suite 800

Chicago,

Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

(312) 279-1400

Registrant's telephone number, including area code


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

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

_________________________________________________________

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 filer	☒��	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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 ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~182,315,039~~186,011,525 shares of Common Stock as of April ~~22, 2021.~~21, 2022.

Equity LifeStyle Properties, Inc.

Table of Contents


		Page
Part I - Financial Information
Item 1.	Financial Statements (unaudited)
	Index To Financial Statements
	Consolidated Balance Sheets as of March 3 1 ~~, 202~~1 31, 2022 and December 31, 202021	3
	Consolidated Statements of Income and Comprehensive Income for the quarters ended March 31, 3 1 ~~, 202~~1 2022 and 20212020	4
	Consolidated Statements of Changes in Equity for the quarters ended Ma ~~March~~rch 31, 2022 and 2021 3 1 ~~, 202~~1 an~~d 20~~20	5
	Consolidated Statements of Cash Flows for the quarters ended March 31, 2022 and 2021 3 1 ~~, 202~~1 an~~d 20~~20	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3231
Item 4.	Controls and Procedures	3231
Part II - Other Information
Item 1.	Legal Proceedings	3332
Item 1A.	Risk Factors	3332
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3332
Item 3.	Defaults Upon Senior Securities	3332
Item 4.	Mine Safety Disclosures	3332
Item 5.	Other Information	3332
Item 6.	Exhibits	3432

Part I – Financial Information

Item 1. Financial Statements

Equity LifeStyle Properties, Inc.

Consolidated Balance Sheets

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

As of As of
March 31, 2021 December 31, 2020
(unaudited)
Assets
Investment in real estate:
Land $ 1,861,574 $ 1,676,636
Land improvements 3,629,258 3,543,479
Buildings and other depreciable property 1,014,906 940,311
6,505,738 6,160,426
Accumulated depreciation (1,968,711) (1,924,585)
Net investment in real estate 4,537,027 4,235,841
Cash and restricted cash 91,528 24,060
Notes receivable, net 37,195 35,844
Investment in unconsolidated joint ventures 19,861 19,726
Deferred commission expense 43,880 42,472
Other assets, net 56,224 61,026
Total Assets $ 4,785,715 $ 4,418,969
Liabilities and Equity
Liabilities:
Mortgage notes payable, net $ 2,634,643 $ 2,444,930
Term loan, net 299,120 0
Unsecured line of credit 50,000 222,000
Accounts payable and other liabilities 142,614 129,666
Deferred membership revenue 160,792 150,692
Accrued interest payable 8,803 8,336
Rents and other customer payments received in advance and security deposits 115,515 92,587
Distributions payable 69,882 66,003
Total Liabilities 3,481,369 3,114,214
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of March 31, 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 March 31, 2021 and December 31, 2020; 182,308,380 and 182,230,631 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. 1,813 1,813
Paid-in capital 1,411,813 1,411,397
Distributions in excess of accumulated earnings (180,370) (179,523)
Accumulated other comprehensive income (loss) 129 0
Total Stockholders’ Equity 1,233,385 1,233,687
Non-controlling interests – Common OP Units 70,961 71,068
Total Equity 1,304,346 1,304,755
Total Liabilities and Equity $ 4,785,715 $ 4,418,969


	March 31, 2022		December 31, 2021
	(unaudited)
Assets
Investment in real estate:
Land	$	2,025,609	$	2,019,787
Land improvements	3,962,367		3,912,062
Buildings and other depreciable property	1,083,942		1,057,215
	7,071,918		6,989,064
Accumulated depreciation	(2,150,238)		(2,103,774)
Net investment in real estate	4,921,680		4,885,290
Cash and restricted cash	38,120		123,398
Notes receivable, net	40,542		39,955
Investment in unconsolidated joint ventures	79,688		70,312
Deferred commission expense	47,859		47,349
Other assets, net	136,916		141,567
Total Assets	$	5,264,805	$	5,307,871

Liabilities and Equity
Liabilities:
Mortgage notes payable, net	$	2,598,830	$	2,627,783
Term loan, net	496,148		297,436
Unsecured line of credit	69,000		349,000
Accounts payable and other liabilities	166,435		172,285
Deferred membership revenue	182,181		176,439
Accrued interest payable	9,175		9,293
Rents and other customer payments received in advance and security deposits	132,412		118,696
Distributions payable	80,287		70,768
Total Liabilities	3,734,468		3,821,700
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; none issued and outstanding.	—		—
Common stock, $0.01 par value, 600,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 186,006,354 and 185,640,379 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively.	1,916		1,913
Paid-in capital	1,619,164		1,593,362
Distributions in excess of accumulated earnings	(177,158)		(183,689)
Accumulated other comprehensive income	13,448		3,524
Total Stockholders’ Equity	1,457,370		1,415,110
Non-controlling interests – Common OP Units	72,967		71,061
Total Equity	1,530,337		1,486,171
Total Liabilities and Equity	$	5,264,805	$	5,307,871

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Income and Comprehensive Income

(amounts in thousands, except per share data)

(unaudited)


		Quarters Ended March 31,				Quarters Ended March 31,
		2021		2020				2022		2021
Revenues:	Revenues:						Revenues:
Rental income	Rental income	$	249,022	$	239,346		Rental income	$	285,065	$	249,022
Annual membership subscriptions	Annual membership subscriptions	13,654		13,073			Annual membership subscriptions	15,157		13,654
Membership upgrade sales current period, gross	Membership upgrade sales current period, gross	10,014		4,843			Membership upgrade sales current period, gross	7,151		10,014
Membership upgrade sales upfront payments, deferred, net	Membership upgrade sales upfront payments, deferred, net	(7,427)		(2,542)			Membership upgrade sales upfront payments, deferred, net	(4,084)		(7,427)
Other income	Other income	10,521		11,059			Other income	13,542		10,521
Gross revenues from home sales		15,220		11,309
Brokered resale and ancillary services revenues, net		2,337		938
Gross revenues from home sales, brokered resales and ancillary services							Gross revenues from home sales, brokered resales and ancillary services	39,695		25,160
Interest income	Interest income	1,767		1,807			Interest income	1,759		1,767
Income from other investments, net	Income from other investments, net	936		643			Income from other investments, net	1,904		936
Total revenues	Total revenues	296,044		280,476			Total revenues	360,189		303,647
Expenses:	Expenses:						Expenses:
Property operating and maintenance	Property operating and maintenance	88,873		83,634			Property operating and maintenance	103,992		88,873
Real estate taxes	Real estate taxes	17,850		16,841			Real estate taxes	19,457		17,850
Sales and marketing, gross	Sales and marketing, gross	6,176		3,978			Sales and marketing, gross	4,914		6,176
Membership sales commissions, deferred, net	Membership sales commissions, deferred, net	(1,499)		(216)			Membership sales commissions, deferred, net	(583)		(1,499)
Property management	Property management	15,380		15,004			Property management	17,871		15,380
Depreciation and amortization	Depreciation and amortization	45,398		39,024			Depreciation and amortization	49,394		45,398
Cost of home sales		14,868		11,911
Home selling expenses		1,306		1,213
Cost of home sales, brokered resales and ancillary services							Cost of home sales, brokered resales and ancillary services	30,684		18,836
Home selling expenses and ancillary operating expenses							Home selling expenses and ancillary operating expenses	6,481		4,941
General and administrative	General and administrative	10,512		10,855			General and administrative	12,297		10,512
Other expenses	Other expenses	698		588			Other expenses	823		698
Early debt retirement	Early debt retirement	2,029		1,054			Early debt retirement	516		2,029
Interest and related amortization	Interest and related amortization	26,275		26,073			Interest and related amortization	27,464		26,275
Total expenses	Total expenses	227,866		209,959			Total expenses	273,310		235,469
Loss on sale of real estate, net	Loss on sale of real estate, net	(59)		0			Loss on sale of real estate, net	—		(59)
Income before equity in income of unconsolidated joint ventures	Income before equity in income of unconsolidated joint ventures	68,119		70,517			Income before equity in income of unconsolidated joint ventures	86,879		68,119
Equity in income of unconsolidated joint ventures	Equity in income of unconsolidated joint ventures	868		207			Equity in income of unconsolidated joint ventures	171		868
Consolidated net income	Consolidated net income	68,987		70,724			Consolidated net income	87,050		68,987

Income allocated to non-controlling interests – Common OP Units	Income allocated to non-controlling interests – Common OP Units	(3,747)		(3,849)			Income allocated to non-controlling interests – Common OP Units	(4,144)		(3,747)

Net income available for Common Stockholders	Net income available for Common Stockholders	$	65,240	$	66,875		Net income available for Common Stockholders	$	82,906	$	65,240

Consolidated net income	Consolidated net income	$	68,987	$	70,724		Consolidated net income	$	87,050	$	68,987
Other comprehensive income (loss):	Other comprehensive income (loss):						Other comprehensive income (loss):
Adjustment for fair market value of swap	Adjustment for fair market value of swap	129		(1,333)			Adjustment for fair market value of swap	9,924		129
Consolidated comprehensive income	Consolidated comprehensive income	69,116		69,391			Consolidated comprehensive income	96,974		69,116
Comprehensive income allocated to non-controlling interests – Common OP Units	Comprehensive income allocated to non-controlling interests – Common OP Units	(3,754)		(3,776)			Comprehensive income allocated to non-controlling interests – Common OP Units	(4,616)		(3,754)

Comprehensive income attributable to Common Stockholders	Comprehensive income attributable to Common Stockholders	$	65,362	$	65,615		Comprehensive income attributable to Common Stockholders	$	92,358	$	65,362

Earnings per Common Share – Basic	Earnings per Common Share – Basic	$	0.36	$	0.37		Earnings per Common Share – Basic	$	0.45	$	0.36

Earnings per Common Share – Fully Diluted	Earnings per Common Share – Fully Diluted	$	0.36	$	0.37		Earnings per Common Share – Fully Diluted	$	0.45	$	0.36

Weighted average Common Shares outstanding – Basic	Weighted average Common Shares outstanding – Basic	181,945		181,729			Weighted average Common Shares outstanding – Basic	185,690		181,945
Weighted average Common Shares outstanding – Fully Diluted	Weighted average Common Shares outstanding – Fully Diluted	192,685		192,564			Weighted average Common Shares outstanding – Fully Diluted	195,246		192,685

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Changes in Equity

(amounts in thousands)

(unaudited)

Common Stock Paid-in Capital Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interests – Common OP Units Total Equity
Balance as of December 31, 2020 $ 1,813 $ 1,411,397 $ (179,523) $ 0 $ 71,068 $ 1,304,755
Exchange of Common OP Units for Common Stock — 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 — — 65,240 — 3,747 68,987
Distributions — — (66,087) — (3,796) (69,883)
Other — (116) — — — (116)
Balance as of March 31, 2021 $ 1,813 $ 1,411,813 $ (180,370) $ 129 $ 70,961 $ 1,304,346

Common Stock Paid-in Capital Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling interests – Common OP Units Total Equity
Balance as of December 31, 2019 $ 1,812 $ 1,402,696 $ (154,318) $ (380) $ 72,078 $ 1,321,888
Cumulative effect of change in accounting principle (ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)) — — (3,875) — — (3,875)
Balance as of January 1, 2020 1,812 1,402,696 (158,193) (380) 72,078 1,318,013
Exchange of Common OP Units for Common Stock — 63 — — (63) 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 — — 66,875 — 3,849 70,724
Distributions — — (62,385) — (3,590) (65,975)
Other — (143) — — — (143)
Balance as of March 31, 2020 $ 1,812 $ 1,402,514 $ (153,703) $ (1,713) $ 71,997 $ 1,320,907


	Common Stock		Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests – Common OP Units		Total Equity
Balance as of December 31, 2021	$	1,913	$	1,593,362	$	(183,689)	$	3,524	$	71,061	$	1,486,171
Exchange of Common OP Units for Common Stock	—		67		—		—		(67)		—

Issuance of Common Stock through employee stock purchase plan	—		513		—		—		—		513
Issuance of Common Stock	3		28,367		—		—		—		28,370
Compensation expenses related to restricted stock and stock options	—		2,590		—		—		—		2,590
Repurchase of Common Stock or Common OP Units	—		(3,449)		—		—		—		(3,449)
Adjustment for Common OP Unitholders in the Operating Partnership	—		(1,641)		—		—		1,641		—
Adjustment for fair market value of swap	—		—		—		9,924		—		9,924
Consolidated net income	—		—		82,906		—		4,144		87,050
Distributions	—		—		(76,375)		—		(3,812)		(80,187)
Other	—		(645)		—		—		—		(645)
Balance as of March 31, 2022	$	1,916	$	1,619,164	$	(177,158)	$	13,448	$	72,967	$	1,530,337


	Common Stock		Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling interests – Common OP Units		Total Equity
Balance as of December 31, 2020	$	1,813	$	1,411,397	$	(179,523)	$	—	$	71,068	$	1,304,755
Exchange of Common OP Units for Common Stock	—		58		—		—		(58)		—

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	—		—		65,240		—		3,747		68,987
Distributions	—		—		(66,087)		—		(3,796)		(69,883)
Other	—		(116)		—		—		—		(116)
Balance as of March 31, 2021	$	1,813	$	1,411,813	$	(180,370)	$	129	$	70,961	$	1,304,346

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

Quarters Ended March 31,
2021 2020
Cash Flows From Operating Activities:
Consolidated net income $ 68,987 $ 70,724
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Loss on sale of real estate, net 59 0
Early debt retirement 2,029 1,054
Depreciation and amortization 46,119 39,628
Amortization of loan costs 1,111 872
Debt premium amortization (83) (114)
Equity in income of unconsolidated joint ventures (868) (207)
Proceeds from insurance claims, net 2,343 756
Compensation expense related to incentive plans 2,939 3,347
Revenue recognized from membership upgrade sales upfront payments (2,587) (2,301)
Commission expense recognized related to membership sales 955 940
Changes in assets and liabilities:
Notes receivable, net (1,366) (317)
Deferred commission expense (2,363) (1,020)
Other assets, net 17,884 13,324
Accounts payable and other liabilities 11,781 (2,096)
Deferred membership revenue 12,687 6,563
Rents and other customer payments received in advance and security deposits 13,704 (261)
Net cash provided by operating activities 173,331 130,892
Cash Flows From Investing Activities:
Real estate acquisitions, net (295,599) (1,352)
Proceeds from disposition of properties, net (7) 0
Distributions of capital from unconsolidated joint ventures 731 150
Capital improvements (56,778) (48,959)
Net cash used in investing activities (351,653) (50,161)


	Quarters Ended March 31,
	2022		2021
Cash Flows From Operating Activities:
Consolidated net income	$	87,050	$	68,987
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Loss on sale of real estate, net	—		59
Early debt retirement	516		2,029
Depreciation and amortization	50,237		46,119
Amortization of loan costs	1,213		1,111
Debt premium amortization	(60)		(83)
Equity in income of unconsolidated joint ventures	(171)		(868)

Proceeds from insurance claims, net	59		2,343
Compensation expense related to incentive plans	(1,529)		2,939
Revenue recognized from membership upgrade sales upfront payments	(3,067)		(2,587)
Commission expense recognized related to membership sales	1,040		955

Changes in assets and liabilities:
Notes receivable, net	189		(1,366)
Deferred commission expense	(1,550)		(2,363)
Other assets, net	23,168		17,884
Accounts payable and other liabilities	(1,923)		11,781
Deferred membership revenue	8,494		12,687
Rents and other customer payments received in advance and security deposits	13,665		13,704
Net cash provided by operating activities	177,331		173,331
Cash Flows From Investing Activities:
Real estate acquisitions, net	(15,402)		(295,599)
Proceeds from disposition of properties, net	—		(7)
Investment in unconsolidated joint ventures	(7,912)		—
Distributions of capital from unconsolidated joint ventures	374		731
Proceeds from insurance claims	1,405		—


Capital improvements	(83,647)		(56,778)
Net cash used in investing activities	(105,182)		(351,653)

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

Equity LifeStyle Properties, Inc.

Consolidated Statements of Cash Flows (continued)

(amounts in thousands)

(unaudited)


		Quarters Ended March 31,					Quarters Ended March 31,
		2021		2020			2022		2021
Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan	Proceeds from stock options and employee stock purchase plan	732		619		Proceeds from stock options and employee stock purchase plan	513		732

Gross proceeds from the issuance of common stock						Gross proceeds from the issuance of common stock	28,370		—
Distributions:	Distributions:					Distributions:
Common Stockholders	Common Stockholders	(62,414)		(55,765)		Common Stockholders	(67,295)		(62,414)
Common OP Unitholders	Common OP Unitholders	(3,589)		(3,213)		Common OP Unitholders	(3,373)		(3,589)

Share based award tax withholding payments	Share based award tax withholding payments	(2,814)		(3,962)		Share based award tax withholding payments	(3,449)		(2,814)
Principal payments and mortgage debt repayment	Principal payments and mortgage debt repayment	(80,351)		(61,791)		Principal payments and mortgage debt repayment	(29,592)		(80,351)
Mortgage notes payable financing proceeds	Mortgage notes payable financing proceeds	270,000		275,385		Mortgage notes payable financing proceeds	—		270,000

Term loan proceeds	Term loan proceeds	300,000		0		Term loan proceeds	200,000		300,000
Line of Credit repayment	Line of Credit repayment	(283,000)		(222,500)		Line of Credit repayment	(319,000)		(283,000)
Line of Credit proceeds	Line of Credit proceeds	111,000		62,500		Line of Credit proceeds	39,000		111,000
Debt issuance and defeasance costs	Debt issuance and defeasance costs	(3,658)		(3,800)		Debt issuance and defeasance costs	(1,957)		(3,658)
Other	Other	(116)		(143)		Other	(644)		(116)
Net cash provided by (used in) financing activities		245,790		(12,670)
Net increase in cash and restricted cash		67,468		68,061
Cash and restricted cash, beginning of period		24,060		28,860
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(157,427)		245,790
Net (decrease) increase in cash and restricted cash						Net (decrease) increase in cash and restricted cash	(85,278)		67,468
Cash and restricted cash, beginning of year						Cash and restricted cash, beginning of year	123,398		24,060
Cash and restricted cash, end of period	Cash and restricted cash, end of period	$	91,528	$	96,921	Cash and restricted cash, end of period	$	38,120	$	91,528

Quarters Ended March 31,
2021 2020
Supplemental Information:
Cash paid for interest $ 24,864 $ 25,518
Net investment in real estate – reclassification of rental homes $ 12,751 $ 9,319
Other assets, net – reclassification of rental homes $ (12,751) $ (9,319)
Real estate acquisitions:
Investment in real estate $ (303,292) $ (1,531)
Other assets, net (2,781) 0
Accrued expenses and accounts payable 1,251 0
Rents and other customer payments received in advance and security deposits 9,223 179
Real estate acquisitions, net $ (295,599) $ (1,352)
Real estate dispositions:
Investment in real estate $ 52 $ 0
Loss on sale of real estate, net (59) 0
Real estate dispositions, net $ (7) $ 0


	Quarters Ended March 31,
	2022		2021
Supplemental Information:
Cash paid for interest	$	26,839	$	24,864
Net investment in real estate – reclassification of rental homes	$	21,311	$	12,751
Other assets, net – reclassification of rental homes	$	(21,311)	$	(12,751)

Real estate acquisitions:
Investment in real estate	$	(15,075)	$	(303,292)
Notes receivable, net	(772)		—

Other assets, net	—		(2,781)


Deferred revenue - sale of right-to-use contracts	315		—
Accrued expenses and accounts payable	—		1,251
Other liabilities	79		—
Rents and other customer payments received in advance and security deposits	51		9,223
Real estate acquisitions, net	$	(15,402)	$	(295,599)

Real estate dispositions:
Investment in real estate	$	—	$	52




Loss on sale of real estate, net	—		(59)
Real estate dispositions, net	$	—	$	(7)

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

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 1 – Organization and Basis of Presentation

Equity LifeStyle Properties, Inc. ~~("ELS"~~(“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the ~~"Operating Partnership"~~“Operating Partnership”) and its other consolidated subsidiaries (the ~~"Subsidiaries"~~“Subsidiaries”), are referred to herein as ~~"we," "us,"~~“we,” “us,” and ~~"our"~~“our”. We are a fully integrated owner of lifestyle-oriented properties ~~("Properties"~~(“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home ~~("MH"~~(“MH”) and recreational vehicle ~~("RV"~~(“RV”) ~~communities.~~communities and marinas. We ~~provide our~~have a unique business model where we own the land which we lease to customers ~~the opportunity to place~~who own manufactured homes and cottages, RVs and/or ~~RVs on our Properties~~boats either on a long-term or short-term basis. Our customers may lease individual developed areas ~~("Sites"~~(“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.

Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a ~~94.6%~~95.2% interest as of March 31, ~~2021.~~2022. 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 with respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Intercompany balances and transactions have been eliminated. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results. Certain prior period amounts have been reclassified on our unaudited interim consolidated financial statements to conform with current year presentation.

Note 2 – Summary of Significant Accounting Policies

(a) ~~Recently Adopted Accounting Pronouncements~~

~~In March 2020, the FASB issued ASU 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”) and other interbank offered rates to alternative reference rates, such as the Secured 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 this guidance and we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

~~(b)~~ 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 the Accounting Standards Codification (“ASC”) ~~ASC~~ 842, Leases, and is recognized over the term of the respective lease or the length of a ~~customer's~~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 ~~place~~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 do not separate expenses reimbursed by our customers ("(“utility ~~recoveries"~~recoveries”) from the associated rental income as we meet the practical expedient criteria to combine the lease and non-lease components. We assessed the criteria and concluded that the timing and pattern of transfer for rental income and the associated utility recoveries are the same and, as our leases qualify as operating

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

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

leases, we account for and present rental income and utility recoveries as a single component under Rental income in our Consolidated Statements of 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 respective lease. The allowance for credit losses related to the collectability of lease receivables is presented as a reduction to Rental income. Lease receivables are presented within Other assets, net on the Consolidated Balance Sheets and are net of an allowance for credit losses. The estimate for credit losses is a result of our ongoing assessments and evaluations of collectability, including historical loss experience, current market conditions and future expectations in forecasting credit losses.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies (continued)

Annual 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, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.

Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties. Financed home sales (also known as chattel loans) are presented within Notes receivable, net on the Consolidated Balance Sheets and are net of an allowance for credit losses.

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

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, restricted cash consists of ~~$27.6~~$29.3 million ~~and $24.1 million, respectively,~~for each period, primarily related to cash reserved for customer deposits and escrows for insurance and real estate taxes.

Note 3 – Leases

Lessor

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


(amounts in thousands)	(amounts in thousands)	As of March 31, 2021		(amounts in thousands)	As of March 31, 2022
2021		$	108,813
2022	2022	148,245		2022	$	119,123
2023	2023	101,754		2023	161,093
2024	2024	43,715		2024	98,692
2025	2025	22,029		2025	40,813
2026				2026	21,539
Thereafter	Thereafter	74,456		Thereafter	66,894
Total	Total	$	499,012	Total	$	508,154

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 3 – Leases (continued)~~

Lessee

We lease land under non-cancelable operating leases at 14 Properties expiring at various dates ~~through~~between 2022 and 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 ~~2030.~~2032. For the quarters ended March 31, ~~2021~~2022 and ~~2020,~~2021, total operating lease payments were $2.6 million and $2.5 million, ~~and $2.4 million,~~ respectively.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 3 – Leases (continued)

The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of March 31, ~~2021:~~2022:


		As of March 31, 2021						As of March 31, 2022
(amounts in thousands)	(amounts in thousands)	Ground Leases		Office and Other Leases		Total			(amounts in thousands)	Ground Leases		Office and Other Leases		Total
2021		$	1,649	$	2,514	$	4,163
2022	2022	1,638		1,577		3,215			2022	$	1,603	$	2,972	$	4,575
2023	2023	626		1,286		1,912			2023	626		3,523		4,149
2024	2024	632		897		1,529			2024	632		3,097		3,729
2025	2025	637		766		1,403			2025	637		2,763		3,400
2026									2026	615		2,543		3,158
Thereafter	Thereafter	4,941		2,125		7,066			Thereafter	4,325		13,140		17,465
Total undiscounted rental payments	Total undiscounted rental payments	10,123		9,165		19,288			Total undiscounted rental payments	8,438		28,038		36,476
Less imputed interest	Less imputed interest	(2,144)		(839)		(2,983)			Less imputed interest	(2,281)		(4,506)		(6,787)
Total lease liabilities	Total lease liabilities	$	7,979	$	8,326	$	16,305		Total lease liabilities	$	6,157	$	23,532	$	29,689

Right-of-use ~~("ROU"~~(“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 ~~$14.9~~$27.8 million and ~~$16.3~~$29.7 million, respectively, as of March 31, ~~2021.~~2022. The weighted average remaining lease term for our operating leases was ~~eight~~ten years and the weighted average incremental borrowing rate was ~~4.0%~~3.8% at March 31, ~~2021.~~2022.

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~~$30.3 million and ~~$16.4~~$30.7 million, respectively, as of December 31, ~~2020.~~2021. The weighted average remaining lease term for our operating leases was ~~eight~~seven years and the weighted average incremental borrowing rate was ~~4.0%~~3.8% at December 31, ~~2020.~~2021.

Note 4 – Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share of common stock for the quarters ~~and three months~~ ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Quarters Ended March 31,				Quarters Ended March 31,
(amounts in thousands, except per share data)	(amounts in thousands, except per share data)	2021		2020			(amounts in thousands, except per share data)	2022		2021
Numerators:	Numerators:						Numerators:
Net income available for Common Stockholders – Basic	Net income available for Common Stockholders – Basic	$	65,240	$	66,875		Net income available for Common Stockholders – Basic	$	82,906	$	65,240
Amounts allocated to dilutive securities		3,747		3,849
Amounts allocated to non controlling interest (dilutive securities)							Amounts allocated to non controlling interest (dilutive securities)	4,144		3,747
Net income available for Common Stockholders – Fully Diluted	Net income available for Common Stockholders – Fully Diluted	$	68,987	$	70,724		Net income available for Common Stockholders – Fully Diluted	$	87,050	$	68,987
Denominators:	Denominators:						Denominators:
Weighted average Common Shares outstanding – Basic	Weighted average Common Shares outstanding – Basic	181,945		181,729			Weighted average Common Shares outstanding – Basic	185,690		181,945
Effect of dilutive securities:	Effect of dilutive securities:						Effect of dilutive securities:
Exchange of Common OP Units for Common Shares	Exchange of Common OP Units for Common Shares	10,473		10,491			Exchange of Common OP Units for Common Shares	9,301		10,473
Stock options and restricted stock	Stock options and restricted stock	267		344			Stock options and restricted stock	255		267
Weighted average Common Shares outstanding – Fully Diluted	Weighted average Common Shares outstanding – Fully Diluted	192,685		192,564			Weighted average Common Shares outstanding – Fully Diluted	195,246		192,685

Earnings per Common Share – Basic	Earnings per Common Share – Basic	$	0.36	$	0.37		Earnings per Common Share – Basic	$	0.45	$	0.36

Earnings per Common Share – Fully Diluted	Earnings per Common Share – Fully Diluted	$	0.36	$	0.37		Earnings per Common Share – Fully Diluted	$	0.45	$	0.36

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

Note 5 – Common Stock and Other Equity Related Transactions

Common Stockholder Distribution Activity

The following quarterly distributions have been declared and paid to Common Stockholders and the Operating Partnership unit ("(“OP ~~Unit"~~Unit”) holders since January 1, ~~2020.~~2021.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 5 – Common Stock and Other Equity Related Transactions (continued)

Distribution Amount Per Share

For the Quarter Ended

Stockholder Record Date

Payment Date

$~~0.3425~~

~~March 31, 2020~~

~~March 27, 2020~~

~~April 10, 2020~~

~~$0.3425~~

~~June 30, 2020~~

~~June 26, 2020~~

~~July 10, 2020~~

~~$0.3425~~

~~September 30, 2020~~

~~September 25, 2020~~

~~October 9, 2020~~

~~$0.3425~~

~~December 31, 2020~~

~~December 24, 2020~~

~~January 8, 2021~~

$0.3625

March 31, 2021

March 26, 2021

April 9, 2021

$0.3625

June 30, 2021

June 25, 2021

July 9, 2021

$0.3625

September 30, 2021

September 24, 2021

October 8, 2021

$0.3625

December 31, 2021

January 14, 2022

$0.4100

March 31, 2022

March 25, 2022

April 8, 2022

Equity Offering Program

On ~~July 30, 2020,~~February 24, 2022, we entered into our current at-the-market (“ATM”) equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million. Prior to the new program, the aggregate offering price was up to $200.0 million. As of March 31, ~~2021,~~2022, the full capacity of our current ATM equity offering program remained available for issuance.

The following table presents the shares that were issued under our prior ATM equity offering program during the quarter ended March 31, 2022. There was no ATM equity activity during the quarter ended March 31, 2021.


	Quarter Ended March 31,
(amounts in thousands, except share data)	2022
Shares of common stock sold	328,123
Weighted average price	$	86.46
Total gross proceeds	$	28,370
Commissions paid to sales agents	$	389

Exchanges

Subject to certain limitations, OP Unit holders can request an exchange of any or all of their OP Units for shares of Common Stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of Common Stock, cause the Operating Partnership to pay cash. During the quarters ended March 31, 2022 and 2021, 8,640 and ~~2020,~~ 8,560 ~~and 9,228~~ OP Units, respectively, were exchanged for an equal number of shares of Common Stock.

Note 6 – Investment in Real Estate

Acquisitions

2022

On ~~January 21, 2021,~~February 18, 2022, we completed the acquisition of ~~Okeechobee KOA Resort,~~Blue Mesa Recreational Ranch, a ~~740-site~~385-site membership RV community located in ~~Okeechobee, Florida,~~Gunnison, Colorado, and Pilot Knob RV Resort a 247-site RV community located in Winterhaven, California for a combined purchase price of ~~$42.2~~$15.9 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 these properties was $262.0 million, which was funded with proceeds from the Loan as discussed in ~~Note 8. Borrowing Arrangements~~.available cash.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 7 – ~~Investment~~Investments in Unconsolidated Joint Ventures

The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021, ~~respectively~~)respectively):


							Investment as of				Income/(Loss) for Years Ended										Investment as of				Income/(Loss) for the quarters ended
Investment	Investment	Location	Number of Sites	Economic Interest (a)			March 31, 2021		December 31, 2020		March 31, 2021		March 31, 2020		Investment	Location	Number of Sites	Economic Interest (a)			March 31, 2022		December 31, 2021		March 31, 2022		March 31, 2021
Meadows	Meadows	Various (2,2)	1,077	50	%		$	0	$	0	$	550	$	0	Meadows	Various (2,2)	1,077	50	%		$	60	$	—	$	260	$	550
Lakeshore	Lakeshore	Florida (3,3)	721	(b)			2,251		2,281		152		90		Lakeshore	Florida (3,3)	721	(b)			2,599		2,638		135		152
Voyager	Voyager	Arizona (1,1)	1,801	50	%	(c)	112		83		30		(10)		Voyager	Arizona (1,1)	—	33	%	(c)	160		141		20		30
ECHO JV	ECHO JV	Various	0	50	%		17,498		17,362		136		127		ECHO JV	Various	—	50	%		18,313		18,136		177		136
RVC															RVC	Various	1,019	80	%		53,085		49,397		(421)		—
Mulberry Farms															Mulberry Farms	Various	—	50	%	(d)	5,471		—		—		—
			3,599				$	19,861	$	19,726	$	868	$	207			2,817				$	79,688	$	70,312	$	171	$	868

_____________________

(a)The percentages shown approximate our economic interest as of March 31, ~~2021.~~2022. Our legal ownership interest may differ.

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

(c)~~Primarily consists~~Consists of ~~a 50% interest in Voyager RV Resort and~~ a 33% interest in the utility plant servicing ~~this Property.~~Voyager RV Resort. On October 14, 2021, we completed the acquisition of the remaining 50% interest in Voyager RV Resort.

(d)On January 18, 2022, we acquired a 50% equity interest in an entity developing an age-restricted community in Prescott Valley, Arizona.

We received approximately ~~$0.7~~$0.4 million and ~~$0.2~~$0.7 million in distributions from our unconsolidated joint ventures for the quarters ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Approximately ~~$0.7~~$0.3 million and ~~$0.1~~$0.7 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and as such, were recorded as income from unconsolidated joint ventures.

Note 8 – Borrowing Arrangements

Mortgage Notes Payable

Our mortgage notes payable is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our mortgage notes payable:


		As of March 31, 2021				As of December 31, 2020					As of March 31, 2022				As of December 31, 2021
(amounts in thousands)	(amounts in thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value		(amounts in thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
Mortgage notes payable, excluding deferred financing costs	Mortgage notes payable, excluding deferred financing costs	$	2,617,135	$	2,662,443	$	2,537,137	$	2,472,876	Mortgage notes payable, excluding deferred financing costs	$	3,065,711	$	2,624,409	$	2,743,527	$	2,654,086

The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of March 31, ~~2021,~~2022, was approximately 3.8% per annum. The debt bears interest at stated rates ranging from 2.4% to 8.9% per annum and matures on various dates ranging from 2022 to 2041. The debt encumbered a total of ~~117~~114 and ~~116~~117 of our Properties as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, and the gross carrying value of such Properties was approximately ~~$2,683.9~~$2,811.0 million and ~~$2,580.9~~$2,817.5 million, as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

~~2021 Activity~~

During the quarter ended March 31, ~~2021,~~2022, we entered 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 two RV communities and 1 MH community. The net proceeds from the transaction were used to repay $67.0repaid $14.2 million of principal on 2 mortgage loans that were due to mature in 2022, incurring $1.9 million of prepayment 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 5.1% per annum and were secured by 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$0.5 million of prepayment penalties. These mortgage loans had a weighted average interest rate of ~~5.2%~~5.25% per annum and were secured by 3 RV communities.

In April 2022, we closed on a secured refinancing transaction generating gross proceeds of $200.0 million. The loan is secured by 1 MH ~~communities.~~community, has a fixed interest rate of 3.36% per annum and has a maturity date of May 1, 2034. See Note 13. Subsequent Events for further details.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 8 – Borrowing Arrangements (continued)

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~~,2022 we entered into a ~~$300.0~~$200.0 million senior unsecured term loan ~~agreement ("Loan").~~agreement. The maturity date ~~was October 27, 2021~~is January 21, 2027, with an interest rate of ~~LIBOR~~Secured Overnight Financing Rate (“SOFR”) plus ~~1.45%. We incurred commitment and arrangement fees of~~ approximately ~~$1.1 million.~~1.30% to 1.80%, depending on leverage levels.

The ~~unsecured~~ Line of Credit ~~("LOC"~~(“LOC”) had a balance of ~~$50.0~~$69.0 million and ~~$222.0~~$349.0 million outstanding as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. As of March 31, ~~2021,~~2022, our LOC had a remaining borrowing capacity of ~~$350.0~~$431.0 million.

In ~~April 2021,~~conjunction with the closing of the secured refinancing transaction, 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~~repaid the remaining balance on the ~~Term Loan~~LOC. As of April 26, 2022, there is ~~fixed at 1.8% per annum pursuant to~~no outstanding balance on the ~~Swap (as defined in~~ ~~Note 9. Derivative Instruments and Hedging). We used the net proceeds from the Term Loan to repay the Loan. See~~ ~~Note 13. Subsequent Events~~ ~~for further details.~~LOC.

As of March 31, ~~2021,~~2022, we were 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.

~~During the quarter ended March 31, 2021, we entered into~~We have a three-year LIBOR Swap Agreement (the ~~"Swap"~~“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 March 31, ~~2021,~~2022, our spread over LIBOR was ~~1.45%~~1.40% resulting in an estimated all-in interest rate of ~~1.84%~~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 March 31,		As of December 31,				As of March 31,		As of December 31,
(amounts in thousands)	(amounts in thousands)	Balance Sheet Location	2021		2020		(amounts in thousands)	Balance Sheet Location	2022		2021
Interest Rate Swap	Interest Rate Swap	Other assets, net	$	129	$	0	Interest Rate Swap	Other assets, net	$	13,448	$	3,524

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


Derivatives in Cash Flow Hedging Relationship	Derivatives in Cash Flow Hedging Relationship	Amount of (gain)/loss recognized in OCI on derivative for the quarters ended March 31,				Location of (gain)/ loss reclassified from accumulated OCI into income	Amount of (gain)/loss reclassified from accumulated OCI into income for the quarters ended March 31,				Derivatives in Cash Flow Hedging Relationship	Amount of (gain)/loss recognized in OCI on derivative for the quarters ended March 31,				Location of (gain)/ loss reclassified from accumulated OCI into income	Amount of (gain)/loss reclassified from accumulated OCI into income for the quarters ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020		(amounts in thousands)	2021		2020		(amounts in thousands)	2022		2021		(amounts in thousands)	2022		2021
Interest Rate Swap	Interest Rate Swap	$	(112)	$	1,424	Interest Expense	$	17	$	91	Interest Rate Swap	$	(9,661)	$	(112)	Interest Expense	$	263	$	17

During the next twelve months, we estimate that ~~$0.7~~$4.2 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 March 31, ~~2021,~~2022, we had not posted any collateral related to ~~this~~the Swap.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 10 – Equity Incentive Awards

Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014.

During the quarter ended March 31, ~~2021, 104,734~~2022, 79,078 shares of restricted stock were awarded to certain members of our management 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 and January 31, 2025, respectively, and have a grant date fair value of ~~$3.3~~$3.0 million. The remaining 50% are performance-based awards vesting in equal installments on January ~~31, 2022, January~~ 27, 2023, ~~and~~ January 26, 2024 and January 31, 2025, respectively, upon meeting performance conditions as established by the Compensation Committee in the year 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 all parties. The ~~17,454~~13,178 shares of restricted stock subject to ~~2021~~2022 performance goals have a grant date fair value of ~~$1.1~~$1.0 million.

Stock based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, was $2.6 million for each of the quarters ended March 31, ~~2021~~2022 and ~~2020, was $2.6 million and $3.0 million, respectively.~~2021.

Note 11 – Commitments and Contingencies

We are involved in various legal and regulatory proceedings ~~("Proceedings"~~(“Proceedings”) arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.

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~~On February 4, 2022, the California Court of Appeal affirmed the Superior Court’s order denying the Nicholsons' ~~claim that the Operating Partnership is required~~motion to ~~indemnify~~compel arbitration. On February 22, 2022, the Nicholsons filed a petition for ~~legal fees~~rehearing, which the Court of Appeal denied on March 2, 2022. On March 16, 2022, the Nicholsons filed a petition for review with ~~respect~~the California Supreme Court.

The arbitration is stayed pursuant to an agreement between MHC and the ~~claims brought by the third parties in the Superior Court litigation is proceeding in the arbitration.~~

Nicholsons. We intend to continue to vigorously defend our interests in this matter. As of March 31, ~~2021,~~2022, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12 – Reportable Segments

We have identified 2 reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.

All revenues were from external customers and there is no customer who contributed 10% or more of our total revenues during the quarters ended March 31, ~~2021~~2022 or ~~2020.~~2021.

The following tables summarize our segment financial information for the quarters ended March 31, ~~2021~~2022 and ~~2020:~~2021:

Quarter Ended March 31, 2022


(amounts in thousands)	Property Operations		Home Sales and Rentals Operations		Consolidated
Operations revenues	$	325,426	$	31,100	$	356,526
Operations expenses	(154,988)		(27,828)		(182,816)
Income from segment operations	170,438		3,272		173,710
Interest income	1,377		380		1,757
Depreciation and amortization	(46,877)		(2,517)		(49,394)

Income (loss) from operations	$	124,938	$	1,135	$	126,073
Reconciliation to consolidated net income:
Corporate interest income					2
Income from other investments, net					1,904
General and administrative					(12,297)
Other expenses					(823)
Interest and related amortization					(27,464)
Equity in income of unconsolidated joint ventures					171
Early debt retirement					(516)
Consolidated net income					$	87,050

Total assets	$	5,012,335	$	252,470	$	5,264,805
Capital improvements	$	54,990	$	28,657	$	83,647

Quarter Ended March 31, 2021


(amounts in thousands)	(amounts in thousands)	Property Operations		Home Sales and Rentals Operations		Consolidated		(amounts in thousands)	Property Operations		Home Sales and Rentals Operations		Consolidated
Operations revenues	Operations revenues	$	273,555	$	19,786	$	293,341	Operations revenues	$	280,998	$	19,946	$	300,944
Operations expenses	Operations expenses	(125,537)		(17,417)		(142,954)		Operations expenses	(132,980)		(17,577)		(150,557)
Income from segment operations	Income from segment operations	148,018		2,369		150,387		Income from segment operations	148,018		2,369		150,387
Interest income	Interest income	1,148		615		1,763		Interest income	1,148		615		1,763
Depreciation and amortization	Depreciation and amortization	(42,778)		(2,620)		(45,398)		Depreciation and amortization	(42,778)		(2,620)		(45,398)
Loss on sale of real estate, net		(59)		0		(59)
Gain on sale of real estate, net								Gain on sale of real estate, net	(59)		—		(59)
Income (loss) from operations	Income (loss) from operations	$	106,329	$	364	$	106,693	Income (loss) from operations	$	106,329	$	364	$	106,693
Reconciliation to consolidated net income:	Reconciliation to consolidated net income:							Reconciliation to consolidated net income:
Corporate interest income	Corporate interest income					4		Corporate interest income					4
Income from other investments, net	Income from other investments, net					936		Income from other investments, net					936
General and administrative	General and administrative					(10,512)		General and administrative					(10,512)
Other expenses	Other expenses					(698)		Other expenses					(698)
Interest and related amortization	Interest and related amortization					(26,275)		Interest and related amortization					(26,275)
Equity in income of unconsolidated joint ventures	Equity in income of unconsolidated joint ventures					868		Equity in income of unconsolidated joint ventures					868
Early debt retirement	Early debt retirement					(2,029)		Early debt retirement					(2,029)
Consolidated net income	Consolidated net income					$	68,987	Consolidated net income					$	68,987

Total assets	Total assets	$	4,524,713	$	261,002	$	4,785,715	Total assets	$	4,524,713	$	261,002	$	4,785,715
Capital improvements	Capital improvements	$	36,468	$	20,310	$	56,778	Capital improvements	$	36,468	$	20,310	$	56,778

~~Quarter Ended March 31, 2020~~

(amounts in thousands) Property
Operations Home Sales
and Rentals
Operations Consolidated
Operations revenues $ 262,474 $ 15,552 $ 278,026
Operations expenses (117,898) (14,467) (132,365)
Income from segment operations 144,576 1,085 145,661
Interest income 1,075 727 1,802
Depreciation and amortization (36,220) (2,804) (39,024)
Income (loss) from operations $ 109,431 $ (992) $ 108,439
Reconciliation to consolidated net income:
Corporate interest income 5
Income from other investments, net 643
General and administrative (10,855)
Other expenses (588)
Interest and related amortization (26,073)
Equity in income of unconsolidated joint ventures 207
Early debt retirement (1,054)
Consolidated net income $ 70,724
Total assets $ 3,936,862 $ 275,602 $ 4,212,464
Capital improvements $ 32,605 $ 16,354 $ 48,959

Equity LifeStyle Properties, Inc.

Notes to Consolidated Financial Statements

Note 12 – Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the quarters ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Quarters Ended March 31,				Quarters Ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020			(amounts in thousands)	2022		2021
Revenues:	Revenues:						Revenues:
Rental income	Rental income	$	244,729	$	235,364		Rental income	$	281,104	$	244,729
Annual membership subscriptions	Annual membership subscriptions	13,654		13,073			Annual membership subscriptions	15,157		13,654
Membership upgrade sales current period, gross	Membership upgrade sales current period, gross	10,014		4,843			Membership upgrade sales current period, gross	7,151		10,014
Membership upgrade sales upfront payments, deferred, net	Membership upgrade sales upfront payments, deferred, net	(7,427)		(2,542)			Membership upgrade sales upfront payments, deferred, net	(4,084)		(7,427)
Other income	Other income	10,521		11,059			Other income	13,542		10,521
Ancillary services revenues, net		2,064		677
Gross revenues from ancillary services							Gross revenues from ancillary services	12,556		9,507
Total property operations revenues	Total property operations revenues	273,555		262,474			Total property operations revenues	325,426		280,998
Expenses:	Expenses:						Expenses:
Property operating and maintenance	Property operating and maintenance	87,630		82,291			Property operating and maintenance	102,590		87,630
Real estate taxes	Real estate taxes	17,850		16,841			Real estate taxes	19,457		17,850
Sales and marketing, gross	Sales and marketing, gross	6,176		3,978			Sales and marketing, gross	4,914		6,176
Membership sales commissions, deferred, net	Membership sales commissions, deferred, net	(1,499)		(216)			Membership sales commissions, deferred, net	(583)		(1,499)
Cost of ancillary services							Cost of ancillary services	5,721		3,808
Ancillary operating expenses							Ancillary operating expenses	5,018		3,635
Property management	Property management	15,380		15,004			Property management	17,871		15,380
Total property operations expenses	Total property operations expenses	125,537		117,898			Total property operations expenses	154,988		132,980
Income from property operations segment	Income from property operations segment	$	148,018	$	144,576		Income from property operations segment	$	170,438	$	148,018

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Quarters Ended March 31,				Quarters Ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020			(amounts in thousands)	2022		2021
Revenues:	Revenues:						Revenues:
Rental income (a)	Rental income (a)	$	4,293	$	3,982		Rental income (a)	$	3,961	$	4,293
Gross revenue from home sales		15,220		11,309
Brokered resale revenues, net		273		261
Ancillary services revenues, net		0		0
Gross revenue from home sales and brokered resales							Gross revenue from home sales and brokered resales	27,139		15,653

Total revenues	Total revenues	19,786		15,552			Total revenues	31,100		19,946
Expenses:	Expenses:						Expenses:
Rental home operating and maintenance	Rental home operating and maintenance	1,243		1,343			Rental home operating and maintenance	1,402		1,243
Cost of home sales		14,868		11,911
Cost of home sales and brokered resales							Cost of home sales and brokered resales	24,963		15,028
Home selling expenses	Home selling expenses	1,306		1,213			Home selling expenses	1,463		1,306
Total expenses	Total expenses	17,417		14,467			Total expenses	27,828		17,577
Income from home sales and rentals operations segment	Income from home sales and rentals operations segment	$	2,369	$	1,085		Income from home sales and rentals operations segment	$	3,272	$	2,369

______________________

(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.

Note 13 – Subsequent Events

On April ~~19, 2021,~~18, 2022, we ~~entered into~~closed on a ~~Third Amended~~secured refinancing transaction generating gross proceeds of $200.0 million. The loan is secured by 1 MH community, has a fixed interest rate of 3.36% per annum and ~~Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) which amends and restates the terms~~has a maturity date of the obligations owed by us under the Second Amended and Restated Credit Agreement, dated as of October 27, 2017, pursuant to which we have access to a $500 million unsecured line of credit (the “LOC”) and a $300 million senior unsecured term loan facility (the “Term Loan”). We used theMay 1, 2034. The net proceeds from the ~~Term Loan~~transaction were used to repay all debt scheduled to mature in 2022 and to repay amounts outstanding on the Loan. 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%.

We extended the maturity of our Term Loan. The Term Loan now 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 onLOC.

~~Equity LifeStyle Properties, Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 13 – Subsequent Events (continued)~~

~~leverage throughout the respective loan terms. We incurred commitment and arrangement fees of approximately $7.1 million to enter into the Third 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 statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2020 ("2020~~2021 (“2021 Form ~~10-K"~~10-K”), as well as information in ~~the "Management's~~Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations in our ~~2020~~2021 Form 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 of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home ~~("MH"~~(“MH”) and recreational vehicle ~~("RV"~~(“RV”) ~~communities.~~communities and marinas. As of March 31, ~~2021,~~2022, we owned or had an ownership interest in a portfolio of ~~434~~446 Properties located throughout the United States and Canada containing ~~165,507~~169,984 individual developed areas ~~("Sites"~~(“Sites”). These Properties are located in 3335 states and British Columbia, with more than 110 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States.

We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering ~~value~~an exceptional experience to our residents and guests ~~as well as~~that results in delivery of value to 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"~~(“FFO”), Normalized Funds from Operations ("(“Normalized ~~FFO"~~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.~~within the next 15 years. These individuals, seeking an active lifestyle, will continue to drive the market for ~~second home~~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 XZ demographic will contribute to our future long-term customer pipeline. After conducting a comprehensive study of RV ownership, according to the Recreational Vehicle Industry Association ~~("RVIA"~~(“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~~, data suggested that RV ~~purchase intent is strongest among Millennials, followed closely by Generation X.~~sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or 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%~~Z, over the ~~past 20~~coming 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 known as membership subscriptions, which provide them access to specific Properties for limited stays. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina Sites are leased on an annual basis to ~~those~~customers 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~~properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina Sites are leased to customers on a short-term basis. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV ~~customer's~~customer’s vacation and travel preferences. We also generate revenue from customers renting our marina dry storage. Additionally, we have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.

Management's Discussion and Analysis (continued)

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


						Total Sites as of March 31, ~~2021~~2022
MH Sites						~~73,300~~73,400
RV Sites:
Annual						~~30,800~~34,000
Seasonal						~~10,700~~12,700
Transient						~~15,400~~14,700
Marina Slips						~~6,800~~6,900
Membership (1)						~~24,800~~25,500
Joint Ventures (2)						~~3,600~~2,800
Total~~(3)~~						~~165,500~~170,000

_________________________

(1)Primarily utilized to service the approximately ~~117,100~~128,100 members. Includes approximately ~~5,900~~6,200 Sites rented on an annual basis.

(2)Includes approximately ~~2,900~~1,800 annual Sites ~~200 seasonal Sites~~ and ~~500~~1,000 transient Sites.

~~(3)Total does not foot due to rounding.~~

In our Home Sales and Rentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing manufactured homes and cottages that are located in Properties owned and managed by us. We believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the ~~"ECHO JV"~~“ECHO JV”). Additionally, home sale brokerage services are offered to our residents who may choose to sell their homes rather than relocate them when moving from a Property. At certain Properties, we operate ancillary facilities, such as golf courses, ~~retail operations~~pro shops, stores and restaurants.

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

In addition to net income computed in accordance with U.S. Generally Accepted Accounting Principles ~~("GAAP"~~(“GAAP”), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized FFO, (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for Properties 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"~~(“CDC”) and local public health department guidelines and protocols for social distancing and enhanced community and office cleaning procedures. ~~All properties~~Our Properties continue to be open subject to seasons of ~~operation.~~operations and state and local guidelines. Our property offices are open to residents and customers and we are ~~observing social distancing along~~complying with ~~other~~ CDC recommended protocols. ~~Amenities are available to our residents and customers subject to COVID-19 related state and local guidelines.~~

During the first quarter of 2021, seasonal RV base rental income decreased approximately $7.2 million compared to the first quarter of 2020, primarily due to decreases in the South and West regions, as seasonal customers, in particular Canadian customers, were impacted by travel restrictions resulting from COVID-19. Within the RV platform, we were successful in offsetting some of the decrease in our seasonal RV business with growth in our transient business during the first quarter of 2021 compared to the first quarter of 2020. During the first quarter of 2021, we continued to see positive demand as COVID-19 cases declined and vaccine availability increased.

We continue to closely monitor cash collections as a leading indicator of the performance of our business. As of April 15, 2021, the total collection rates from our MH and RV annual customers for the quarter ended March 31, 2021 were 98% and 99%, respectively. We continue to follow various state and local guidelines related to rent collections and eviction proceedings.

~~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. The extent of the impact that COVID-19 will have on our business going forward, including our financial condition, results of operations and cash flows, is dependent on multiple factors, many of which are unknown.

Management's Discussion and Analysis (continued)

Results Overview

For the quarter ended March 31, ~~2021,~~2022, net income available for Common Stockholders ~~decreased $1.7~~increased $17.7 million, or ~~$0.01~~$0.09 per fully diluted Common Share, to $82.9 million, or $0.45 per fully diluted Common Share, compared to $65.2 million, or $0.36 per fully diluted Common Share, for the same period in 2021.

For the quarter ended March 31, 2022, FFO available for Common Stock and Operating Partnership unit (“OP Unit”) holders increased $20.3 million, or $0.09 per fully diluted Common Share, to $140.9 million, or $0.72 per fully diluted Common Share, compared to ~~$66.9~~$120.6 million, or ~~$0.37~~$0.63 per fully diluted Common Share, for the same period in ~~2020.~~2021.

For the quarter ended March 31, 2021, FFO available for Common Stock and Operating Partnership unit ("OP Unit") holders increased $8.3 million, or $0.05 per fully diluted Common Share, to $120.6 million, or $0.63 per fully diluted Common Share, compared to $112.3 million, or $0.58 per fully diluted Common Share, for the same period in 2020.

~~For the quarter ended March 31, 2021,~~2022, Normalized FFO available for Common Stock and OP Unit holders increased ~~$9.3~~$18.8 million, or ~~$0.05~~$0.08 per fully diluted Common Share, to $141.4 million, or $0.72 per fully diluted Common Share, compared to $122.6 million, or $0.64 per fully diluted Common Share, ~~compared to $113.3 million, or $0.59 per fully diluted Common Share,~~ for the same period in ~~2020.~~2021.

For the quarter ended March 31, ~~2021,~~2022, our Core Portfolio property operating revenues, excluding deferrals, increased ~~2.8%~~9.5% and property operating expenses, excluding deferrals and property management, increased ~~4.2%~~10.3%, from the same period in ~~2020,~~2021, resulting in an increase in income from property operations, excluding deferrals and property management, of ~~1.9%~~9.0%, compared to the same period in ~~2020.~~2021.

We continue to focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 95.1% for each of the quarters ended March 31, 2022 and December 31, 2021. Our Core Portfolio average occupancy was 95.2% for the quarter ended March 31, 2021. The decrease in average occupancy from the prior year was due to expansion sites completed and added to our Core Portfolio during the quarter but not yet occupied as of March 31, 2022. For the quarter ended March 31, 2022, our Core Portfolio occupancy increased by 38 sites with an increase in homeowner occupancy of 191 sites, compared to occupancy as of December 31, 2021. By comparison, for the quarter ended March 31, 2021, our Core Portfolio occupancy increased 92 sites with an increase in homeowner occupancy of 109 sites. While we continue to focus on increasing the number of manufactured homeowners in our Core 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, including both homeowners and renters, in our MH communities was 95.3% for the quarter ended March 31, 2021, compared to 95.4% for the quarter ended December 31, 2020 and 95.1% 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 asAs of March 31, ~~2021. For the quarter ended March 31, 2021,~~2022, we had 3,310 occupied rental homes in our Core ~~Portfolio occupancy increased by 85 sites with an increase in homeowner occupancy of 104 sites, compared to occupancy as of December 31, 2020. By comparison, for the quarter ended March 31, 2020,~~MH communities, including 210 homes rented through our Core Portfolio occupancy increased 13 sites with an increase in homeowner occupancy of 76 sites. In addition to higher occupancy, we have increased rental rates during the quarter ended March 31, 2021, contributing to a growth of 4.1% in MH rental income, compared to the same period in 2020.ECHO JV.

RV and marina rental income in our Core Portfolio for the quarter ended March 31, ~~2021~~2022 was ~~5.1% lower~~21.4% higher than the same period in ~~2020.~~2021 driven by the rebound of seasonal demand in the South and West as we welcomed back our Canadian guests and our domestic customers were able to travel without restrictions. Annual, seasonal and transient rental income for the quarter ended March 31, 2022 increased 8.6%, 64.8% and 21.2%, respectively.

Annual membership subscription revenue in our Core Portfolio increased $1.5 million, or 11%, from 2021, ~~increased 3.9%~~reflecting a 5.3% increase in the number of Thousand Trails Camping members and ~~15.1%~~a rate increase of 5.7%. The increase in annual membership subscription revenue compared to 2021 was offset by a Membership upgrade sales current period, gross decrease of $2.9 million, or 28.9%, ~~respectively, while seasonal rental income decreased 33.8%. Annual rental income increased~~from 2021, as a result of the decrease in the number of upgrades sold primarily due to ~~rate growth, including in~~ the ~~Core marina portfolio. Core annual marina revenue represents 99%~~introduction of Core marina base rental income. Transient rental income increased as we have continued to see positive demand as COVID-19 cases declined and vaccine availability increased. We also saw an increase in transient reservations in warmer destinations due to colder than average temperatures across the U.S., especially in the North. Seasonal rental income decreased primarily in the South and West regions, 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 March 31, 2021, annual membership subscriptions revenue increased 4.4% over the same period in 2020. We sold approximately 5,300 TTC memberships during the quarter ended March 31, 2021, representing a 64% increase in sales volume compared to the same period in 2020. We also activated approximately 6,300 TTC memberships through our RV dealer program for the quarter ended March 31, 2021. Membership upgrade sales, gross increased $5.2 million for the quarter ended March 31, 2021 compared to the same period in 2020, driven by approximately 1,400 membership upgrade sales during the quarter. We also experienced a 10% increase in the average sales price per upgrade soldAdventure product during the first quarter of 2021 compared to the first quarter of 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 during 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~~

~~Management's Discussion and Analysis (continued)~~

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.

Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 261 new home sales during the quarter ended March 31, 2022, compared to 192 new home sales during the quarter ended March 31, 2021, ~~compared to 155 new home sales during the quarter ended March 31, 2020.~~an increase of 35.9%. The increase in new home sales was primarily due to favorable housing trends ~~and timing of~~in the ~~availability of home inventory ready for sale.~~

As of March 31, 2021, we had 3,905 occupied rental homes in our Core MH communities, including 295 homes rented through our ECHO JV. Our Core Portfolio income from rental operations, net of depreciation, was $8.5 million and $7.6 million for the quarters ended March 31, 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 quarters ended March 31, 2021 and 2020, respectively.broader real estate market.

Our gross investment in real estate increased ~~$345.3~~$82.8 million to ~~$6,505.7~~$7,071.9 million as of March 31, ~~2021~~2022 from ~~$6,160.4~~$6,989.1 million as of December 31, ~~2020,~~2021, primarily due to acquisitions and capital improvements during the quarter ended March 31, ~~2021.~~2022.

Management's Discussion and Analysis (continued)

The following chart lists the Properties acquired or sold from January 1, ~~2020~~2021 through March 31, ~~2021~~2022 and Sites added through expansion opportunities at our existing Properties:

Location

Type of Property

Transaction Date

Sites

Total Sites as of January 1, ~~2020~~2021 (1)

~~156,500~~160,500

Acquisition Properties:

~~Marina Dunes RV Park~~

~~Marina, California~~

~~October 15, 2020~~

~~Acorn Campground~~

~~Green Creek, New Jersey~~

~~October 16, 2020~~

~~323~~

~~Dolce Vita at Superstition Mountain~~

~~Apache Junction, Arizona~~

~~December 8, 2020~~

~~484~~

~~Leisure World RV Resort~~

~~Weslaco, Texas~~

~~December 9, 2020~~

~~333~~

~~Trails End RV Resort~~

~~Weslaco, Texas~~

~~December 9, 2020~~

~~362~~

~~Meridian RV Resort~~

~~Apache Junction, Arizona~~

~~December 14, 2020~~

~~264~~

~~Harbor Point RV Community~~

~~Sneads Ferry, North Carolina~~

~~December 16, 2020~~

~~203~~

~~Topsail Sound RV Park~~

~~Holly Ridge, North Carolina~~

~~December 17, 2020~~

~~230~~

~~Marker 1 Marina~~

~~Dunedin, Florida~~

~~Marina~~

~~December 30, 2020~~

~~477~~

Okeechobee KOA Resort

Okeechobee, Florida

January 21, 2021

740

Cortez Village Marina ~~Portfolio (11 Properties)~~

~~Multiple~~Cortez, Florida

Marina

February 5, 2021

~~4,167~~353

Fish Tale Marina

Fort Myers Beach, Florida

Marina

February 5, 2021

296

Hi-Lift Marina

Adventure, Florida

Marina

February 5, 2021

211

Hidden Harbour Marina

Pompano Beach, Florida

Marina

February 5, 2021

357

Inlet Harbor Marina

Ponce Inlet, Florida

Marina

February 5, 2021

295

Palm Harbour Marina

Cape Haze, Florida

Marina

February 5, 2021

260

Riverwatch Marina

Stuart, Florida

Marina

February 5, 2021

306

Boathouse Marina

Beaufort, North Carolina

Marina

February 5, 2021

547

Dale Hollow State Park Marina

Burkesville, Kentucky

Marina

February 5, 2021

198

Bay Point Marina

Marblehead, Ohio

Marina

February 5, 2021

841

Rivers Edge Marina

North Charleston, South Carolina

Marina

February 5, 2021

503

Pine Haven

Cape May, New Jersey

June 3, 2021

629

Myrtle Beach Property (2)

Myrtle Beach, South Carolina

August 26, 2021

813

Voyager RV Resort (3)

Tucson, Arizona

October 14, 2021

—

RVC Portfolio

Multiple

November 1, 2021

988

Hope Valley

Turner, Oregon

November 18, 2021

164

Lake Conroe

Montgomery, Texas

December 15, 2021

261

Blue Mesa Recreational Ranch

Gunnison, Colorado

Membership

February 18, 2022

385

Pilot Knob RV Resort

Winterhaven, California

February 18, 2022

247

Expansion Site Development:

Sites added (reconfigured) in ~~2020~~

~~1,202~~

~~Sites added (reconfigured) in~~ 2021

761,037

Sites added (reconfigured) in 2022

Total Sites as of March 31, ~~2021~~2022 (1)

~~165,500~~170,000

______________________

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

(2) RV community operated by a tenant pursuant to an existing ground lease.

(3) On October 14, 2021, we completed the acquisition of the remaining interest in the Voyager RV Resort joint venture. The Voyager RV Resort joint venture sites are included in the Total Sites as of January 1, 2021.

Non-GAAP Financial Measures

~~Management's~~Management’s discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in ~~management's~~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~~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.

~~Management's Discussion and Analysis (continued)~~

Income from Property Operations and Core Portfolio

We use income from property operations, income from property operations, excluding deferrals and property management, and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, sales and marketing expenses and property management expenses. Income from property operations,

Management's Discussion and Analysis (continued)

excluding deferrals and property management, represents income from property operations excluding property management expenses and the impact of the GAAP deferrals of membership upgrade sales upfront payments and membership 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 during all of ~~2020~~2021 and ~~2021.~~2022. 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 includes all Properties that were not owned and operated during all of ~~2020~~2021 and ~~2021.~~2022. This includes, but is not limited to, ~~one MH community, seven~~six RV communities ~~and one marina acquired during 2020 and one RV community~~ and eleven marinas acquired during ~~2021.~~2021, one membership RV community and one RV community acquired during 2022 and our Westwinds MH community and Nicholson Plaza.

Funds from Operations ~~("FFO"~~(“FFO”) and Normalized Funds from Operations ("(“Normalized ~~FFO"~~FFO”)

We define FFO as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, depreciation and amortization related to real estate, impairment charges and adjustments to reflect our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated 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 non-refundable upfront payments from membership upgrade contracts. In accordance with GAAP, the non-refundable upfront payments and related commissions are deferred and amortized over the estimated membership upgrade contract term. Although the NAREIT definition of FFO does not address the treatment of non-refundable upfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.

We define Normalized FFO as FFO excluding non-operating income and expense items, such as gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs, and other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.

We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of gains or losses from sales of properties, depreciation and amortization related to real estate and impairment charges, which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on 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 and other miscellaneous non-comparable items from FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.

Income from Rental Operations, Net of Depreciation

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

Our definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These Non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they

~~Management's Discussion and Analysis (continued)~~

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 flows from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

Management's Discussion and Analysis (continued)

The following table reconciles net income available for Common Stockholders to income from property operations for the quarters ended March 31, ~~2021~~2022 and ~~2020:~~2021:

Quarters Ended March 31,
(amounts in thousands) 2021 2020
Computation of Income from Property Operations:
Net income available for Common Stockholders $ 65,240 $ 66,875
Income allocated to non-controlling interests – Common OP Units 3,747 3,849
Equity in income of unconsolidated joint ventures (868) (207)
Income before equity in income of unconsolidated joint ventures 68,119 70,517
Loss on sale of real estate, net 59 —
Total other expenses, net 82,209 75,144
Loss from home sales operations and other (1,383) 877
Income from property operations $ 149,004 $ 146,538


	Quarters Ended March 31,
(amounts in thousands)	2022		2021
Computation of Income from Property Operations:
Net income available for Common Stockholders	$	82,906	$	65,240

Income allocated to non-controlling interests – Common OP Units	4,144		3,747
Equity in income of unconsolidated joint ventures	(171)		(868)
Income before equity in income of unconsolidated joint ventures	86,879		68,119
Loss on sale of real estate, net	—		59
Total other expenses, net	86,831		82,209
Gain from home sales operations and other	(2,530)		(1,383)
Income from property operations	$	171,180	$	149,004

The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the quarters ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		Quarters Ended March 31,				Quarters Ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020			(amounts in thousands)	2022		2021
Computation of FFO and Normalized FFO:	Computation of FFO and Normalized FFO:						Computation of FFO and Normalized FFO:
Net income available for Common Stockholders	Net income available for Common Stockholders	$	65,240	$	66,875		Net income available for Common Stockholders	$	82,906	$	65,240
Income allocated to non-controlling interests – Common OP Units	Income allocated to non-controlling interests – Common OP Units	3,747		3,849			Income allocated to non-controlling interests – Common OP Units	4,144		3,747
Membership upgrade sales upfront payments, deferred, net	Membership upgrade sales upfront payments, deferred, net	7,427		2,542			Membership upgrade sales upfront payments, deferred, net	4,084		7,427
Membership sales commissions, deferred, net	Membership sales commissions, deferred, net	(1,499)		(216)			Membership sales commissions, deferred, net	(583)		(1,499)
Depreciation and amortization	Depreciation and amortization	45,398		39,024			Depreciation and amortization	49,394		45,398
Depreciation on unconsolidated joint ventures	Depreciation on unconsolidated joint ventures	183		177			Depreciation on unconsolidated joint ventures	941		183
Loss on sale of real estate, net	Loss on sale of real estate, net	59		—			Loss on sale of real estate, net	—		59
FFO available for Common Stock and OP Unit holders	FFO available for Common Stock and OP Unit holders	120,555		112,251			FFO available for Common Stock and OP Unit holders	140,886		120,555
Early debt retirement	Early debt retirement	2,029		1,054			Early debt retirement	516		2,029

Normalized FFO available for Common Stock and OP Unit holders	Normalized FFO available for Common Stock and OP Unit holders	$	122,584	$	113,305		Normalized FFO available for Common Stock and OP Unit holders	$	141,402	$	122,584
Weighted average Common Shares outstanding – Fully Diluted	Weighted average Common Shares outstanding – Fully Diluted	192,685		192,564			Weighted average Common Shares outstanding – Fully Diluted	195,246		192,685

2322

Management's Discussion and Analysis (continued)

Results of Operations

This section discusses the comparison of our results of operations for the quarters ended March 31, 2022 and March 31, 2021 and our operating activities, investing activities and financing activities for the quarters ended March 31, 2022 and March 31, 2021. For the comparison of our results of operations for the quarters ended March 31, 2021 and March 31, 2020 and discussion of our operating activities, investing activities and financing activities for the quarters ended March 31, 2021 and March 31, ~~2020. For the comparison of our results of operations for the quarters ended March 31,~~ 2020, ~~and March 31, 2019 and discussion of our operating activities, investing activities and financing activities for the quarters ended March 31, 2020 and March 31, 2019,~~ refer to Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2020,~~2021, filed with the SEC on April ~~28, 2020.~~27, 2021.

Comparison of the quarter ended March 31, ~~2021~~2022 to the quarter ended March 31, ~~2020~~2021

Income from Property Operations

The following table summarizes certain financial and statistical data for our Core Portfolio and total portfolio for the quarters ended March 31, ~~2021~~2022 and March 31, ~~2020:~~2021:


		Core Portfolio								Total Portfolio									Core Portfolio								Total Portfolio
		Quarters Ended March 31,								Quarters Ended March 31,									Quarters Ended March 31,								Quarters Ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020		Variance		% Change		2021		2020		Variance		% Change		(amounts in thousands)	2022		2021		Variance		% Change		2022		2021		Variance		% Change
MH base rental income (1)	MH base rental income (1)	$	148,064	$	141,403	$	6,661	4.7	%	$	148,974	$	141,421	$	7,553	5.3	%	MH base rental income (1)	$	154,436	$	146,206	$	8,230	5.6	%	$	157,336	$	148,974	$	8,362	5.6	%
Rental home income (1)	Rental home income (1)	4,288		3,983		305		7.7	%	4,293		3,982		311		7.8	%	Rental home income (1)	3,954		4,288		(334)		(7.8)	%	3,961		4,293		(332)		(7.7)	%
RV and marina base rental income (1)	RV and marina base rental income (1)	76,966		81,060		(4,094)		(5.1)	%	83,588		81,060		2,528		3.1	%	RV and marina base rental income (1)	96,402		79,405		16,997		21.4	%	108,764		83,588		25,176		30.1	%
Annual membership subscriptions	Annual membership subscriptions	13,651		13,073		578		4.4	%	13,654		13,073		581		4.4	%	Annual membership subscriptions	15,103		13,651		1,452		10.6	%	15,157		13,654		1,503		11.0	%
Membership upgrades sales current period, gross	Membership upgrades sales current period, gross	10,014		4,843		5,171		106.8	%	10,014		4,843		5,171		106.8	%	Membership upgrades sales current period, gross	7,115		10,014		(2,899)		(28.9)	%	7,151		10,014		(2,863)		(28.6)	%
Utility and other income (1)	Utility and other income (1)	24,124		25,303		(1,179)		(4.7)	%	24,718		25,303		(585)		(2.3)	%	Utility and other income (1)	26,315		23,458		2,857		12.2	%	30,044		24,718		5,326		21.5	%
Property operating revenues, excluding deferrals	Property operating revenues, excluding deferrals	277,107		269,665		7,442		2.8	%	285,241		269,682		15,559		5.8	%	Property operating revenues, excluding deferrals	303,325		277,022		26,303		9.5	%	322,413		285,241		37,172		13.0	%

Property operating and maintenance (1)(2)	Property operating and maintenance (1)(2)	85,607		83,552		2,055		2.5	%	89,660		83,652		6,008		7.2	%	Property operating and maintenance (1)(2)	97,736		86,298		11,438		13.3	%	104,088		89,660		14,428		16.1	%
Real estate taxes	Real estate taxes	17,064		16,812		252		1.5	%	17,850		16,841		1,009		6.0	%	Real estate taxes	17,214		16,233		981		6.0	%	19,457		17,850		1,607		9.0	%
Rental home operating and maintenance	Rental home operating and maintenance	1,224		1,340		(116)		(8.7)	%	1,243		1,343		(100)		(7.4)	%	Rental home operating and maintenance	1,388		1,225		163		13.3	%	1,402		1,243		159		12.8	%
Sales and marketing, gross	Sales and marketing, gross	6,175		3,978		2,197		55.2	%	6,176		3,978		2,198		55.3	%	Sales and marketing, gross	4,899		6,175		(1,276)		(20.7)	%	4,914		6,176		(1,262)		(20.4)	%
Property operating expenses, excluding deferrals and property management	Property operating expenses, excluding deferrals and property management	110,070		105,682		4,388		4.2	%	114,929		105,814		9,115		8.6	%	Property operating expenses, excluding deferrals and property management	121,237		109,931		11,306		10.3	%	129,861		114,929		14,932		13.0	%
Income from property operations, excluding deferrals and property management (3)	Income from property operations, excluding deferrals and property management (3)	167,037		163,983		3,054		1.9	%	170,312		163,868		6,444		3.9	%	Income from property operations, excluding deferrals and property management (3)	182,088		167,091		14,997		9.0	%	192,552		170,312		22,240		13.1	%
Property management	Property management	15,370		15,004		366		2.4	%	15,380		15,004		376		2.5	%	Property management	17,871		15,380		2,491		16.2	%	17,871		15,380		2,491		16.2	%
Income from property operations, excluding deferrals (3)	Income from property operations, excluding deferrals (3)	151,667		148,979		2,688		1.8	%	154,932		148,864		6,068		4.1	%	Income from property operations, excluding deferrals (3)	164,217		151,711		12,506		8.2	%	174,681		154,932		19,749		12.7	%
Membership upgrade sales upfront payments and membership sales commission, deferred, net	Membership upgrade sales upfront payments and membership sales commission, deferred, net	5,928		2,326		3,602		154.9	%	5,928		2,326		3,602		154.9	%	Membership upgrade sales upfront payments and membership sales commission, deferred, net	3,501		5,928		(2,427)		(40.9)	%	3,501		5,928		(2,427)		(40.9)	%
Income from property operations (3)	Income from property operations (3)	$	145,739	$	146,653	$	(914)	(0.6)	%	$	149,004	$	146,538	$	2,466	1.7	%	Income from property operations (3)	$	160,716	$	145,783	$	14,933	10.2	%	$	171,180	$	149,004	$	22,176	14.9	%

_____________________

(1)Rental income consists of the following total portfolio income ~~items:~~items in this table: 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 table. 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 periods presented.

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

Total portfolio income from property operations for ~~2021~~the quarter ended March 31, 2022, increased ~~$2.5~~$22.2 million, or ~~1.7%~~14.9%, from ~~2020,~~the quarter ended March 31, 2021, driven by an increase of ~~$3.4~~$14.9 million, or 10.2%, from our Core Portfolio and an increase of $7.3 million from our Non-Core ~~Portfolio, partially offset by a decrease of $0.9 million, or 0.6%, from our Core~~ Portfolio. The increase ~~in income from property operations from our Non-Core Portfolio was attributed to income from properties acquired in the fourth quarter of 2020 and the first quarter of 2021. The decrease~~ in income from property operations from our Core Portfolio was primarily due to ~~lower seasonal~~higher property operating revenues, excluding deferrals, primarily in RV and marina base rental income and ~~lower utility and other~~MH base rental income, ~~as well as higher property operating and maintenance expenses,~~ partially offset by ~~higher MH base rental income.~~

an increase in property operating expenses, excluding deferrals and property management. The increase in income from property operations from our Non-Core Portfolio was primarily attributed to income from properties acquired in 2021 and the first quarter of 2022.

2423

Management's Discussion and Analysis (continued)

Property Operating Revenues

MH base rental income in our Core Portfolio for ~~2021~~the quarter ended March 31, 2022 increased ~~$6.7~~$8.2 million, or ~~4.7%~~5.6%, from ~~2020,~~the quarter ended March 31, 2021, which reflects ~~4.1%~~5.1% growth from rate increases and ~~0.6%~~0.5% growth from occupancy gains. The average monthly base rental income per Site in our Core Portfolio increased to approximately ~~$717 in 2021~~$747 for the quarter ended March 31, 2022 from approximately ~~$688 in 2020.~~$711 for the quarter ended March 31, 2021. The average occupancy for our Core Portfolio ~~increased~~was 95.1% and 95.2% for the quarters ended March 31, 2022 and March 31, 2021, respectively. The average occupancy rate decreased slightly due to ~~95.3% in 2021 from 95.1% in 2020.~~the addition of expansion sites.

RV and marina base rental income is comprised of the following:

Core Portfolio Total Portfolio
Quarters Ended March 31, Quarters Ended March 31,
(amounts in thousands) 2021 2020 Variance %
Change 2021 2020 Variance %
Change
Annual $ 49,189 $ 47,325 $ 1,864 3.9 % $ 54,519 $ 47,325 $ 7,194 15.2 %
Seasonal 14,944 22,583 (7,639) (33.8) % 15,362 22,583 (7,221) (32.0) %
Transient 12,833 11,152 1,681 15.1 % 13,707 11,152 2,555 22.9 %
RV and marina base rental income $ 76,966 $ 81,060 $ (4,094) (5.1) % $ 83,588 $ 81,060 $ 2,528 3.1 %


	Core Portfolio								Total Portfolio
	Quarters Ended March 31,								Quarters Ended March 31,
(amounts in thousands)	2022		2021		Variance		% Change		2022		2021		Variance		% Change
Annual	$	55,408	$	51,022	$	4,386	8.6	%	$	64,333	$	54,519	$	9,814	18.0	%
Seasonal	24,928		15,125		9,803		64.8	%	26,625		15,362		11,263		73.3	%
Transient	16,066		13,258		2,808		21.2	%	17,806		13,707		4,099		29.9	%
RV and marina base rental income	$	96,402	$	79,405	$	16,997	21.4	%	$	108,764	$	83,588	$	25,176	30.1	%

RV and marina base rental income in our Core Portfolio for ~~2021 decreased $4.1~~the quarter ended March 31, 2022 increased $17.0 million, or ~~5.1%~~21.4%, from ~~2020 primarily~~the quarter ended March 31, 2021, driven by an increase in Seasonal and Annual RV and marina base rental income. The increase in Seasonal RV and marina base rental income of 64.8% was driven by increases in all regions, due to ~~a decrease in~~the rebound of seasonal ~~RV rental income~~demand in the South and West ~~regions,~~ as ~~seasonal customers, in particular~~we welcomed back our Canadian guests and our domestic customers were ~~impacted by~~able to travel ~~restrictions resulting from COVID-19. Partially offsetting the seasonal~~without restrictions. The increase in Annual RV and marina base rental income ~~decrease were~~was 8.6%, with 5.5% growth from rate increases and 3.1% from occupancy gains.

Annual membership subscription revenue in ~~Annual rental income of $1.9~~our Core Portfolio for the quarter ended March 31, 2022 increased $1.5 million, or ~~3.9%~~11%, primarily driven by rate growth, and transient rental income of $1.7 million, or 15.1%, as we have continued to see positive transient demand as COVID-19 cases declined and vaccine availability increased. We also saw anfrom the quarter ended March 31, 2021, reflecting a 5.3% increase in ~~transient reservations~~the number of Thousand Trails Camping members. The increase in ~~warmer destinations due~~annual membership subscription revenue compared to ~~colder than average temperatures across the U.S., especially in the North.~~

2021 was offset by a Membership upgrade sales current period, gross ~~for 2021 increased $5.2~~decrease of $2.9 million, or ~~106.8%~~28.9%, from ~~2020. The increase~~2021, as a result of the decrease in ~~membership upgrade sales was~~the number of upgrades sold primarily due to ~~approximately 1,400 upgrade sales in 2021, compared to 727 in 2020, an increase~~the introduction of ~~88%. We also experienced a 10% increase in~~ the average sales price per upgrade sold during the first quarter of 2021, compared to the first quarter of 2020. The increase in upgrade sales and average sales price was driven by an increase in customer demand, including a new upgradeAdventure product ~~Adventure, introduced~~ during the first quarter of 2021.

Utility and other income in our Core Portfolio for ~~2021 decreased $1.2~~the quarter ended March 31, 2022 increased $2.9 million, or ~~4.7%~~12.2%, from ~~2020.~~the quarter ended March 31, 2021. The ~~decrease~~increase was due to higher utility income of $2.0 million, pass-through income of $0.5 million, and other property income of $0.4 million. The increase in utility income was primarily due to ~~lower laundromat~~an increase in electric income across the West, South, and ~~lower~~Northeast. The utility recovery rate (utility income ~~driven~~divided by ~~lower electric usage due to lower RV seasonal occupancy as a result of COVID-19 travel restrictions.~~utility expenses) for both the quarters ended March 31, 2022 and 2021 was approximately 46%.

Property Operating Expenses

Property operating expenses, excluding deferrals and property management, in our Core Portfolio for ~~2021~~the quarter ended March 31, 2022 increased ~~$4.4~~$11.3 million, or ~~4.2%~~10.3%, from ~~2020,~~the quarter ended March 31, 2021, driven by increases in property operating and maintenance expenses of $11.4 million and real estate taxes of $1.0 million, partially offset by a decrease in gross sales and marketing expenses of ~~$2.2 million, primarily due to an increase in membership upgrade sales during the first quarter of 2021 compared to the first quarter 2020, and property operating and maintenance expenses of $2.1~~$1.3 million. Core property operating and maintenance expenses were higher in ~~2021~~2022 primarily due to increases in ~~insurance expense,~~ utility expenses ~~and repairs~~of $4.6 million, repair and maintenance ~~expenses. The increase in insurance expense was due to higher premiums for our~~of $2.9 million, property payroll of $1.7 million and ~~casualty insurance policies as compared to the first quarter~~administrative expenses of 2020. The increase in utility expenses was due to higher trash and water expenses due to higher rates. The increase in repairs and maintenance expenses was primarily due to higher lawn and common area maintenance due to higher landscaping, snow removal and tree trimming costs.

$1.6 million.

2524

Management's Discussion and Analysis (continued)

Home Sales and Rental Operations

Home Sales and Other

The following table summarizes certain financial and statistical data for our Home Sales and Other Operations:


		Quarters Ended March 31,									Quarters Ended March 31,
(amounts in thousands, except home sales volumes)	(amounts in thousands, except home sales volumes)	2021		2020		Variance		% Change		(amounts in thousands, except home sales volumes)	2022		2021		Variance		% Change
Gross revenues from new home sales (1)	Gross revenues from new home sales (1)	$	14,338	$	9,382	$	4,956	52.8	%	Gross revenues from new home sales (1)	$	25,530	$	14,338	$	11,192	78.1	%
Cost of new home sales (1)	Cost of new home sales (1)	13,715		9,287		4,428		47.7	%	Cost of new home sales (1)	23,326		13,715		9,611		70.1	%
Gross profit from new home sales	Gross profit from new home sales	623		95		528		555.8	%	Gross profit from new home sales	2,204		623		1,581		253.8	%

Gross revenues from used home sales	Gross revenues from used home sales	882		1,927		(1,045)		(54.2)	%	Gross revenues from used home sales	998		882		116		13.2	%
Cost of used home sales	Cost of used home sales	1,153		2,624		(1,471)		(56.1)	%	Cost of used home sales	1,410		1,153		257		22.3	%
Loss from used home sales	Loss from used home sales	(271)		(697)		426		61.1	%	Loss from used home sales	(412)		(271)		(141)		(52.0)	%

Brokered resale and ancillary services revenues, net		2,337		938		1,399		149.1	%
Home selling expenses		1,306		1,213		93		7.7	%
Gross revenue from brokered resales and ancillary services										Gross revenue from brokered resales and ancillary services	13,167		9,940		3,227		32.5	%
Cost of brokered resales and ancillary services										Cost of brokered resales and ancillary services	5,948		3,968		1,980		49.9	%
Gross profit from brokered resales and ancillary services										Gross profit from brokered resales and ancillary services	7,219		5,972		1,247		20.9	%

Income (loss) from home sales and other		$	1,383	$	(877)	$	2,260	257.7	%
Home selling and ancillary operating expenses										Home selling and ancillary operating expenses	6,481		4,941		1,540		31.2	%

Income from home sales and other										Income from home sales and other	$	2,530	$	1,383	$	1,147	82.9	%

Home sales volumes	Home sales volumes									Home sales volumes
Total new home sales (2)	Total new home sales (2)	192		155		37		23.9	%	Total new home sales (2)	261		192		69		35.9	%
New Home Sales Volume - ECHO JV	New Home Sales Volume - ECHO JV	8		12		(4)		(33.3)	%	New Home Sales Volume - ECHO JV	22		8		14		175.0	%
Used home sales	Used home sales	102		194		(92)		(47.4)	%	Used home sales	72		102		(30)		(29.4)	%
Brokered home resales	Brokered home resales	160		176		(16)		(9.1)	%	Brokered home resales	188		160		28		17.5	%

_________________________

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

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

~~The income~~Income from home sales and other operations was ~~$1.4~~$2.5 million for the first quarter of ~~2021,~~2022, an increase of $1.1 million, compared to ~~a loss of $0.9~~$1.4 million in the first quarter of ~~2020.~~2021. The increase in income from home sales and other operations was primarily due to an increase in ~~ancillary services revenues, net, higher~~ gross profit from new home sales ~~and lower loss~~resulting from ~~used~~an increase of 69 new home ~~sales. The increase~~sales during the first quarter of 2022 compared to the first quarter of 2021, primarily driven by favorable housing trends in ~~ancillary services revenues, net was primarily due to our Non-Core Portfolio.~~the broader real estate market.

2625

Management's Discussion and Analysis (continued)

Rental Operations

The following table summarizes certain financial and statistical data for our MH Rental Operations:


		Quarters Ended March 31,									Quarters Ended March 31,
(amounts in thousands, except rental unit volumes)	(amounts in thousands, except rental unit volumes)	2021		2020		Variance		% Change		(amounts in thousands, except rental unit volumes)	2022		2021		Variance		% Change
Rental operations revenue (1)	Rental operations revenue (1)	$	12,389	$	11,743	$	646	5.5	%	Rental operations revenue (1)	$	11,343	$	12,389	$	(1,046)	(8.4)	%
Rental home operating and maintenance expenses	Rental home operating and maintenance expenses	1,224		1,340		(116)		(8.7)	%	Rental home operating and maintenance expenses	1,388		1,225		163		13.3	%
Income from rental operations	Income from rental operations	11,165		10,403		762		7.3	%	Income from rental operations	9,955		11,164		(1,209)		(10.8)	%
Depreciation on rental homes (2)	Depreciation on rental homes (2)	2,620		2,804		(184)		(6.6)	%	Depreciation on rental homes (2)	2,517		2,620		(103)		(3.9)	%
Income from rental operations, net of depreciation	Income from rental operations, net of depreciation	$	8,545	$	7,599	$	946	12.4	%	Income from rental operations, net of depreciation	$	7,438	$	8,544	$	(1,106)	(12.9)	%

Gross investment in new manufactured home rental units (3)	Gross investment in new manufactured home rental units (3)	$	235,686	$	233,831	$	1,855	0.8	%	Gross investment in new manufactured home rental units (3)	$	228,755	$	237,635	$	(8,880)	(3.7)	%
Gross investment in used manufactured home rental units	Gross investment in used manufactured home rental units	$	15,264	$	19,507	$	(4,243)	(21.8)	%	Gross investment in used manufactured home rental units	$	15,009	$	15,264	$	(255)	(1.7)	%

Net investment in new manufactured home rental units	Net investment in new manufactured home rental units	$	194,288	$	201,231	$	(6,943)	(3.5)	%	Net investment in new manufactured home rental units	$	185,896	$	203,244	$	(17,348)	(8.5)	%
Net investment in used manufactured home rental units	Net investment in used manufactured home rental units	$	6,556	$	12,037	$	(5,481)	(45.5)	%	Net investment in used manufactured home rental units	$	7,873	$	9,001	$	(1,128)	(12.5)	%

Number of occupied rentals – new, end of period (4)	Number of occupied rentals – new, end of period (4)	3,381		3,226		155		4.8	%	Number of occupied rentals – new, end of period (4)	2,908		3,383		(475)		(14.0)	%
Number of occupied rentals – used, end of period	Number of occupied rentals – used, end of period	524		687		(163)		(23.7)	%	Number of occupied rentals – used, end of period	402		524		(122)		(23.3)	%

______________________

(1)Consists of Site rental income and home rental income. Approximately ~~$8.1~~$7.4 million and ~~$7.8~~$8.1 million for the quarters ended March 31, ~~2021~~2022 and March 31, ~~2020,~~2021, respectively, of Site rental income is included in MH base rental 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.

(3)New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was ~~$17.5~~$18.3 million and ~~$17.0~~$17.5 million as of March 31, ~~2021~~2022 and March 31, ~~2020,~~2021, respectively.

(4)Includes ~~295~~210 and ~~286~~295 homes rented through our ECHO JV as of March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

Income from rental operations, net of depreciation, ~~was $0.9~~decreased $1.1 million ~~higher~~ during the first quarter of ~~2021,~~2022, compared to the first quarter of ~~2020,~~2021 primarily due to ~~an increase~~a decrease in rental operations revenues as a result of a decrease in the number of new occupied ~~new rental homes which command a higher rental rate than occupied used homes.~~rentals.

Other Income and Expenses

The following table summarizes other income and expenses, net:


		Quarters Ended March 31,									Quarters Ended March 31,
(amounts in thousands, expenses shown as negative)	(amounts in thousands, expenses shown as negative)	2021		2020		Variance		% Change		(amounts in thousands, expenses shown as negative)	2022		2021		Variance		% Change
Depreciation and amortization	Depreciation and amortization	$	(45,398)	$	(39,024)	$	(6,374)	(16.3)	%	Depreciation and amortization	$	(49,394)	$	(45,398)	$	(3,996)	(8.8)	%
Interest income	Interest income	1,767		1,807		(40)		(2.2)	%	Interest income	1,759		1,767		(8)		(0.5)	%
Income from other investments, net	Income from other investments, net	936		643		293		45.6	%	Income from other investments, net	1,904		936		968		103.4	%
General and administrative	General and administrative	(10,512)		(10,855)		343		3.2	%	General and administrative	(12,297)		(10,512)		(1,785)		(17.0)	%
Other expenses	Other expenses	(698)		(588)		(110)		(18.7)	%	Other expenses	(823)		(698)		(125)		(17.9)	%
Early debt retirement	Early debt retirement	(2,029)		(1,054)		(975)		(92.5)	%	Early debt retirement	(516)		(2,029)		1,513		74.6	%
Interest and related amortization	Interest and related amortization	(26,275)		(26,073)		(202)		(0.8)	%	Interest and related amortization	(27,464)		(26,275)		(1,189)		(4.5)	%
Total other income and expenses, net	Total other income and expenses, net	$	(82,209)	$	(75,144)	$	(7,065)	(9.4)	%	Total other income and expenses, net	$	(86,831)	$	(82,209)	$	(4,622)	(5.6)	%

Total other income and expenses, net increased ~~$7.1~~$4.6 million ~~in 2021~~for the quarter ended March 31, 2022 compared to ~~2020,~~the quarter ended March 31, 2021, primarily due to higher depreciation and amortization and ~~higher~~an increase in general and administrative costs, partially offset by a decrease in early debt retirement costs. The increase in depreciation and amortization is due to depreciation on Non-core properties acquired in ~~the fourth quarter of 2020~~2021 and the first quarter of ~~2021.~~2022. The ~~increase~~decrease in early debt retirement iscosts was due to ~~higher~~lower debt repayment costs ~~in 2021~~for the quarter ended March 31, 2022 compared to ~~2020.~~the quarter ended March 31, 2021.

~~Equity in income of unconsolidated joint ventures~~

~~Equity in income of unconsolidated joint ventures increased $0.7 million in 2021 compared to 2020, primarily due to an increase in distributions received in 2021 compared to 2020.~~

2726

Management's Discussion and 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, home purchases and 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.

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, managing future debt maturities and borrowing at competitive rates, enables us to meet this objective. Accessing long-term low-cost secured debt continues to be our focus.

~~Our~~On February 24, 2022, we entered into our current at-the-market ~~("ATM"~~(“ATM”) equity offering program ~~allows us,~~with certain sales agents, pursuant to which we may sell, from time-to-time, ~~to sell~~ shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million. Prior to the new program, the aggregate offering price was up to $200.0 million. As of March 31, ~~2021,~~2022, the full capacity of our current ATM equity offering program remained available for issuance.

During the quarter ended March 31, 2022, we sold 328,123 shares of our common stock under our prior ATM equity program for gross cash proceeds of approximately $28.0 million at a weighted average share price of $86.46.

As of March 31, ~~2021,~~2022, we had available liquidity in the form of approximately ~~417.7~~414.0 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 quarter ended March 31, ~~2021, in conjunction with the marina portfolio acquisition as discussed in~~ ~~Note 6. Investment in Real Estate~~,2022, we ~~entered into~~closed on a ~~$300.0~~$200.0 million senior unsecured term ~~loan agreement ("Loan").~~loan. The maturity date ~~was October 27, 2021 with an~~is January 21, 2027. The term loan bears interest at a rate of ~~LIBOR~~Secured Overnight Financing Rate (“SOFR”), plus ~~1.45%. On April 19, 2021, we closed~~approximately 1.30% to 1.80%, depending 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. We used the net proceeds from the Term Loan to repay the Loan.leverage levels. See Item 1. Financial Statements—Note ~~13. Subsequent Events~~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 exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings.

During the quarter ended March 31, 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 Swap has a notional amount of $300.0 million of outstanding principal and fixes the underlying LIBOR rate at 0.39% per annum and matures on March 25, 2024. For additional information regarding our interest rate 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, net cash provided by operating activities and our LOC. As of March 31, ~~2021,~~2022, our LOC had a borrowing capacity of ~~$350.0~~$431.0 million. As of March 31, ~~2021,~~2022, the LOC bears interest at a rate of LIBOR plus ~~1.10%~~1.25% to ~~1.55%~~1.65%, carries an annual facility fee of ~~0.15%~~0.20% to 0.35% and matures on ~~October 27, 2021.~~April 18, 2025.

On April ~~19, 2021,~~18, 2022, we closed on ~~an amended revolving line~~a secured refinancing transaction generating gross proceeds of ~~credit with borrowing capacity~~$200.0 million. The loan is secured by one MH community, has a fixed interest rate of ~~$500.0 million.~~3.36% per annum and has a maturity date of May 1, 2034. The net proceeds from the transaction were used to repay all debt scheduled to mature in 2022 and to repay amounts outstanding on the LOC. See Item 1. Financial Statements—Note 13. Subsequent Events for further details.

We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements, using long-term collateralized and uncollateralized borrowings including the existing LOC and the issuance of debt securities or the issuance of equity including under our ATM equity offering program.

~~Management's Discussion and Analysis (continued)~~

We continue to monitor the development and adoption of an alternative index to LIBOR to manage the transition. Given the majority of our current debt is secured and not subject to LIBOR, we do not believe the discontinuation of LIBOR will have a significant impact on our consolidated financial statements.

Management's Discussion and Analysis (continued)

The impact the COVID-19 pandemic will continue to have on our financial condition and cashflows is uncertain and is dependent upon various factors including the manner in which operations will continue at our Properties, customer payment patterns and operational decisions we have made and may make in the future in response to guidance from public authorities and/or for the health and safety of our employees, residents and guests.

The following table summarizes our cash flows activity:


		For the quarters ended March 31,					For the quarters ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020		(amounts in thousands)	2022		2021
Net cash provided by operating activities	Net cash provided by operating activities	$	173,331	$	130,892	Net cash provided by operating activities	$	177,331	$	173,331
Net cash used in investing activities	Net cash used in investing activities	(351,653)		(50,161)		Net cash used in investing activities	(105,182)		(351,653)
Net cash provided by (used in) financing activities		245,790		(12,670)
Net increase in cash and restricted cash		$	67,468	$	68,061
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(157,427)		245,790
Net (decrease) increase in cash and restricted cash						Net (decrease) increase in cash and restricted cash	$	(85,278)	$	67,468

Operating Activities

Net cash provided by operating activities increased ~~$42.4~~$4.0 million to $177.3 million for the quarter ended March 31, 2022 from $173.3 million for the quarter ended March 31, ~~2021 from $130.9 million for the quarter ended March 31, 2020.~~2021. 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 $18.4 million, an increase in rents and other customer payments received in advance and security deposits of $14.0 million and higher income from property operations of ~~$2.5~~$22.2 million, partially offset by long term incentive compensation of approximately $4.4 million paid during the first quarter of 2022 and a decrease in deferred membership revenue of $4.2 million.

Investing Activities

Net cash used in investing activities ~~increased $301.5~~decreased $246.5 million to $105.2 million for the quarter ended March 31, 2022 from $351.7 million for the quarter ended March 31, ~~2021 from $50.2 million for the quarter ended March 31, 2020.~~2021. The ~~increase~~decrease was due to ~~increased~~a decrease in spending on acquisitions of ~~$294.2~~$280.2 million, ~~along with~~partially offset by an increase in capital improvement spending of ~~$7.8~~$26.9 million.

Capital Improvements

The following table summarizes capital improvements:


		For the quarters ended March 31,					For the quarters ended March 31,
(amounts in thousands)	(amounts in thousands)	2021		2020		(amounts in thousands)	2022		2021
Recurring capital expenditures (1)		$	11,584	$	11,467
Asset preservation (1)						Asset preservation (1)	$	9,906	$	7,644
Improvements and renovations(2)						Improvements and renovations(2)	6,431		3,940
Property upgrades and development	Property upgrades and development	23,566		20,115		Property upgrades and development	30,302		23,566
New and used home investments (2) (3)		20,310		16,354
New and used home investments (3) (4)						New and used home investments (3) (4)	28,657		20,310

Total property improvements	Total property improvements	55,460		47,936		Total property improvements	75,296		55,460
Corporate	Corporate	1,318		1,023		Corporate	8,351		1,318
Total capital improvements	Total capital improvements	$	56,778	$	48,959	Total capital improvements	$	83,647	$	56,778

______________________

(1)~~Primarily comprised~~Includes upkeep of ~~common area, utility~~property infrastructure including utilities and ~~mechanical improvements.~~streets and replacement of community equipment and vehicles.

(2)Includes enhancements to amenities such as buildings, common areas, swimming pools and replacement of furniture and site amenities.

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

~~(3)~~(4)Net proceeds from new and used home sale activities are reflected within Operating Activities.

Financing Activities

Net cash used in financing activities was $157.4 million for the quarter ended March 31, 2022. Net cash provided by financing activities was $245.8 million for the quarter ended March 31, 2021. ~~Net cash used in financing activities was $12.7 million for the quarter ended March 31, 2020.~~ The ~~increase~~decrease in net cash provided by financing activities was primarily due to ~~an increase~~a decrease in net debt proceeds ~~from the Loan~~ of ~~$300.0~~approximately $425.0 million, partially offset by ~~increases in mortgage debt repayments~~proceeds from the sale of ~~$18.6 million and net repayments on the line~~common stock under our ATM program of ~~credit of $12.0~~approximately $28.0 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~~Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations-Contractual Obligations in our ~~2020~~2021 Form 10-K.

2928

Management's Discussion and Analysis (continued)

Westwinds

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 the 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 Westwinds, the Nicholsons receive a percentage of gross revenues from the sale of new 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 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~~2020, which appeal was heard on February 1, 2022. On February 4, 2022, the California Court of Appeal affirmed the Superior Court’s order denying the Nicholsons' ~~claim that the Operating Partnership is required~~motion to ~~indemnify~~compel arbitration. On February 22, 2022, the Nicholsons filed a petition for ~~legal fees~~rehearing, which the Court of Appeal denied on March 2, 2022. On March 16, 2022, the Nicholsons filed a petition for review with ~~respect~~the California Supreme Court. The arbitration is stayed pursuant to an agreement between MHC and the ~~claims brought by third parties in the Superior Court litigation is proceeding in the arbitration.~~Nicholsons.

Following the filing of our lawsuit, the City of San Jose took steps to accelerate 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~~the 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 further amendment to the general plan to a different land use designation by the City Council prior to any change in use.

3029

Management's Discussion and Analysis (continued)

Off-Balance Sheet Arrangements

As of March 31, ~~2021,~~2022, we have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Refer to ~~the "Management’s~~Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations in our ~~2020~~2021 Form 10-K for a discussion of our critical accounting policies. There have been no significant changes to our critical accounting policies and estimates during the quarter ended March 31, ~~2021.~~2022.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes certain ~~"forward-looking statements"~~“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"~~“anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and ~~"will be"~~“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, our 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 properties currently owned or that we may acquire;

•our ability to attract and retain customers entering, renewing and upgrading 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 homebuyers 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, including an adequate supply of homes at reasonable costs, 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 inflation and interest rates;

•the effect from any breach of our, or any of our ~~vendors'~~vendors’, data management systems;

•the dilutive effects of issuing additional securities;

•the outcome of pending or future lawsuits or actions brought by or 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~~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.

3130

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 in our ~~2020~~2021 Form 10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, ~~2020.~~2021.

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 officer), has evaluated the effectiveness of our disclosure controls and procedures as of March 31, ~~2021.~~2022. 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 March 31, ~~2021.~~2022. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, ~~2021,~~2022, 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.

3231

Part II – Other Information

Item 1.Legal Proceedings

See Part I. Item 1. Financial Statements—Note 11. Commitments and Contingencies accompanying the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 1A.Risk Factors

A description of the risk factors associated with our business are discussed in ~~"Item~~Part I. Item 1A. Risk ~~Factors"~~ Factors in our ~~2020~~2021 Form 10-K. On April 1, 2021, we renewed our property and casualty insurance policies. We have updated our risk factors disclosed in "Item 1A. Risk Factors" in our 2020 Form 10-K with the risk factor described below.

~~Some Potential Losses Are Not Covered by Insurance~~

We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employer Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.

Our current property and casualty insurance policies with respect to our MH and RV Properties renewed on April 1, 2021. We increased our loss limit from $100 million to $125 million per occurrence with respect to our MH and RV all-risk property insurance program, including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $2 million, which is capped at $1 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies, which we plan to renew, expire on November 1, 2021, and the property insurance program, which expires on April 1, 2022, has a minimum deductible of $100,000. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

None.

Item 5.Other Information

None.

Item 6.Exhibits


10.1			Consulting Agreement, by and between Roger Maynard and MHC Property Management Limited Partnership, dated February 10, 2022.
14.1			Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated October 27, 2020.
31.1			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
32.2			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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: April ~~27, 2021~~26, 2022	By:	/s/ Marguerite Nader
		Marguerite Nader
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: April ~~27, 2021~~26, 2022	By:	/s/ Paul Seavey
		Paul Seavey
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: April ~~27, 2021~~26, 2022	By:	/s/ Valerie Henry
		Valerie Henry
		Senior Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

3533


	As of		As of
	March 31, 2021		December 31, 2020
	(unaudited)
Assets
Investment in real estate:
Land	$	1,861,574	$	1,676,636
Land improvements	3,629,258		3,543,479
Buildings and other depreciable property	1,014,906		940,311
	6,505,738		6,160,426
Accumulated depreciation	(1,968,711)		(1,924,585)
Net investment in real estate	4,537,027		4,235,841
Cash and restricted cash	91,528		24,060
Notes receivable, net	37,195		35,844
Investment in unconsolidated joint ventures	19,861		19,726
Deferred commission expense	43,880		42,472
Other assets, net	56,224		61,026
Total Assets	$	4,785,715	$	4,418,969

Liabilities and Equity
Liabilities:
Mortgage notes payable, net	$	2,634,643	$	2,444,930
Term loan, net	299,120		0
Unsecured line of credit	50,000		222,000
Accounts payable and other liabilities	142,614		129,666
Deferred membership revenue	160,792		150,692
Accrued interest payable	8,803		8,336
Rents and other customer payments received in advance and security deposits	115,515		92,587
Distributions payable	69,882		66,003
Total Liabilities	3,481,369		3,114,214
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of March 31, 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 March 31, 2021 and December 31, 2020; 182,308,380 and 182,230,631 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.	1,813		1,813
Paid-in capital	1,411,813		1,411,397
Distributions in excess of accumulated earnings	(180,370)		(179,523)
Accumulated other comprehensive income (loss)	129		0
Total Stockholders’ Equity	1,233,385		1,233,687
Non-controlling interests – Common OP Units	70,961		71,068
Total Equity	1,304,346		1,304,755
Total Liabilities and Equity	$	4,785,715	$	4,418,969