Company Quick10K Filing
Equity Lifestyle Properties
Price133.42 EPS1
Shares192 P/E89
MCap25,670 P/FCF73
Net Debt-42 EBIT288
TEV25,628 TEV/EBIT89
TTM 2019-09-30, in MM, except price, ratios
10-Q 2021-03-31 Filed 2021-04-27
10-K 2020-12-31 Filed 2021-02-23
10-Q 2020-09-30 Filed 2020-10-27
10-Q 2020-06-30 Filed 2020-07-28
10-Q 2020-03-31 Filed 2020-04-28
10-K 2019-12-31 Filed 2020-02-24
10-Q 2019-09-30 Filed 2019-10-30
10-Q 2019-06-30 Filed 2019-07-30
10-Q 2019-03-31 Filed 2019-04-30
10-K 2018-12-31 Filed 2019-02-26
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10-Q 2018-03-31 Filed 2018-05-02
10-K 2017-12-31 Filed 2018-02-28
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10-K 2016-12-31 Filed 2017-02-22
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10-Q 2015-09-30 Filed 2015-10-29
10-Q 2015-06-30 Filed 2015-08-04
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10-K 2013-12-31 Filed 2014-02-24
10-Q 2013-09-30 Filed 2013-11-05
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10-K 2012-12-31 Filed 2013-02-28
10-Q 2012-09-30 Filed 2012-11-05
10-Q 2012-06-30 Filed 2012-08-03
10-Q 2012-03-31 Filed 2012-05-04
10-K 2011-12-31 Filed 2012-02-29
10-Q 2011-09-30 Filed 2011-11-08
10-Q 2011-06-30 Filed 2011-08-04
10-Q 2011-03-31 Filed 2011-05-05
10-K 2010-12-31 Filed 2011-02-24
10-Q 2010-09-30 Filed 2010-11-04
10-Q 2010-06-30 Filed 2010-08-05
10-Q 2010-03-31 Filed 2010-05-06
10-K 2009-12-31 Filed 2010-02-25
8-K 2021-02-09 Officers
8-K 2021-01-22 Earnings, Other Events, Exhibits
8-K 2020-12-10 Other Events
8-K 2020-10-19
8-K 2020-09-10
8-K 2020-07-30
8-K 2020-07-20
8-K 2020-06-11
8-K 2020-06-02
8-K 2020-04-28
8-K 2020-04-20
8-K 2020-03-10
8-K 2020-02-28
8-K 2020-02-19
8-K 2020-02-10
8-K 2020-01-24
8-K 2019-10-28
8-K 2019-10-21
8-K 2019-09-19
8-K 2019-09-13
8-K 2019-09-09
8-K 2019-07-30
8-K 2019-07-22
8-K 2019-04-30
8-K 2019-04-22
8-K 2019-03-14
8-K 2019-02-12
8-K 2019-01-28
8-K 2019-01-23
8-K 2018-11-06
8-K 2018-10-30
8-K 2018-10-22
8-K 2018-09-21
8-K 2018-08-01
8-K 2018-07-23
8-K 2018-05-15
8-K 2018-05-01
8-K 2018-04-23
8-K 2018-03-15
8-K 2018-03-09
8-K 2018-03-02
8-K 2018-02-27
8-K 2018-01-30
8-K 2017-10-26

ELS 10Q Quarterly Report

Part I - Financial Information
Item 1. Financial Statements
Note 1 - Organization and Basis of Presentation
Note 2 - Summary of Significant Accounting Policies
Note 3 - Leases
Note 4 - Earnings per Common Share
Note 5 - Common Stock and Other Equity Related Transactions
Note 6 - Investment in Real Estate
Note 7 - Investment in Unconsolidated Joint Ventures
Note 8 - Borrowing Arrangements
Note 9 - Derivative Instruments and Hedging
Note 10 - Equity Incentive Awards
Note 11 - Commitments and Contingencies
Note 12 - Reportable Segments
Note 13 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4.Controls and Procedures
Part II - Other Information
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
EX-31.1 exhibit311-certificationof.htm
EX-31.2 exhibit312-certificationof.htm
EX-32.1 exhibit321-certificationof.htm
EX-32.2 exhibit322-certificationof.htm

Equity Lifestyle Properties Earnings 2021-03-31

Balance SheetIncome StatementCash Flow
4.23.42.51.70.80.02012201420172020
Assets, Equity
0.30.20.20.10.10.02012201420172020
Rev, G Profit, Net Income
0.20.10.0-0.1-0.2-0.32012201420172020
Ops, Inv, Fin

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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
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission file number: 1-11718
_________________________________________________________ 
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________
Maryland36-3857664
(State or other jurisdiction of incorporation)(IRS Employer Identification Number)
Two North Riverside Plaza, Suite 800Chicago,Illinois60606
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueELSNew York Stock Exchange
_________________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      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 growth 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 shares of Common Stock as of April 22, 2021.




Equity LifeStyle Properties, Inc.
Table of Contents
 
  Page
Item 1.Financial Statements (unaudited)
Index To Financial Statements
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2



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 ofAs of
March 31, 2021December 31, 2020
(unaudited)
Assets
Investment in real estate:
Land$1,861,574 $1,676,636 
Land improvements3,629,258 3,543,479 
Buildings and other depreciable property1,014,906 940,311 
6,505,738 6,160,426 
Accumulated depreciation(1,968,711)(1,924,585)
Net investment in real estate4,537,027 4,235,841 
Cash and restricted cash91,528 24,060 
Notes receivable, net37,195 35,844 
Investment in unconsolidated joint ventures19,861 19,726 
Deferred commission expense43,880 42,472 
Other assets, net56,224 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, net299,120  
Unsecured line of credit50,000 222,000 
Accounts payable and other liabilities142,614 129,666 
Deferred membership revenue160,792 150,692 
Accrued interest payable8,803 8,336 
Rents and other customer payments received in advance and security deposits115,515 92,587 
Distributions payable69,882 66,003 
Total Liabilities3,481,369 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; none issued and outstanding.
  
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 capital1,411,813 1,411,397 
Distributions in excess of accumulated earnings(180,370)(179,523)
Accumulated other comprehensive income (loss)129  
Total Stockholders’ Equity1,233,385 1,233,687 
Non-controlling interests – Common OP Units70,961 71,068 
Total Equity1,304,346 1,304,755 
Total Liabilities and Equity$4,785,715 $4,418,969 











The accompanying notes are an integral part of the consolidated financial statements.
3


Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
(unaudited)
 Quarters Ended March 31,
20212020
Revenues:
Rental income$249,022 $239,346 
Annual membership subscriptions13,654 13,073 
Membership upgrade sales current period, gross10,014 4,843 
Membership upgrade sales upfront payments, deferred, net(7,427)(2,542)
Other income10,521 11,059 
Gross revenues from home sales15,220 11,309 
Brokered resale and ancillary services revenues, net2,337 938 
Interest income1,767 1,807 
Income from other investments, net936 643 
Total revenues296,044 280,476 
Expenses:
Property operating and maintenance88,873 83,634 
Real estate taxes17,850 16,841 
Sales and marketing, gross6,176 3,978 
Membership sales commissions, deferred, net(1,499)(216)
Property management15,380 15,004 
Depreciation and amortization45,398 39,024 
Cost of home sales14,868 11,911 
Home selling expenses1,306 1,213 
General and administrative10,512 10,855 
Other expenses698 588 
Early debt retirement2,029 1,054 
Interest and related amortization26,275 26,073 
Total expenses227,866 209,959 
Loss on sale of real estate, net(59) 
Income before equity in income of unconsolidated joint ventures68,119 70,517 
Equity in income of unconsolidated joint ventures868 207 
Consolidated net income68,987 70,724 
Income allocated to non-controlling interests – Common OP Units(3,747)(3,849)
Net income available for Common Stockholders$65,240 $66,875 
Consolidated net income$68,987 $70,724 
Other comprehensive income (loss):
Adjustment for fair market value of swap129 (1,333)
Consolidated comprehensive income69,116 69,391 
Comprehensive income allocated to non-controlling interests – Common OP Units(3,754)(3,776)
Comprehensive income attributable to Common Stockholders$65,362 $65,615 
Earnings per Common Share – Basic$0.36 $0.37 
Earnings per Common Share – Fully Diluted$0.36 $0.37 
Weighted average Common Shares outstanding – Basic181,945 181,729 
Weighted average Common Shares outstanding – Fully Diluted192,685 192,564 





The accompanying notes are an integral part of the consolidated financial statements.
4


Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(amounts in thousands)
(unaudited)
Common StockPaid-in CapitalDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling Interests – Common OP UnitsTotal Equity
Balance as of December 31, 2020$1,813 $1,411,397 $(179,523)$ $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 




Common StockPaid-in CapitalDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling interests – Common OP UnitsTotal Equity
Balance as of December 31, 2019$1,812 $1,402,696 $(154,318)$(380)$72,078 $1,321,888 
Cumulative effect of change in accounting principle (ASU 2016-13, Financial Instruments - Credit Losses (Topic 326))— — (3,875)— — (3,875)
Balance as of January 1, 20201,812 1,402,696 (158,193)(380)72,078 1,318,013 
Exchange of Common OP Units for Common Stock— 63 — — (63) 
Issuance of Common Stock through employee stock purchase plan— 619 — — — 619 
Compensation expenses related to restricted stock and stock options— 2,964 — — — 2,964 
Repurchase of Common Stock or Common OP Units— (3,962)— — — (3,962)
Adjustment for Common OP Unitholders in the Operating Partnership— 277 — — (277) 
Adjustment for fair market value of swap— — — (1,333)— (1,333)
Consolidated net income— — 66,875 — 3,849 70,724 
Distributions— — (62,385)— (3,590)(65,975)
Other— (143)— — — (143)
Balance as of March 31, 2020$1,812 $1,402,514 $(153,703)$(1,713)$71,997 $1,320,907 



















The accompanying notes are an integral part of the consolidated financial statements.
5


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)
Quarters Ended March 31,
20212020
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, net59  
Early debt retirement2,029 1,054 
Depreciation and amortization46,119 39,628 
Amortization of loan costs1,111 872 
Debt premium amortization(83)(114)
Equity in income of unconsolidated joint ventures(868)(207)
Proceeds from insurance claims, net2,343 756 
Compensation expense related to incentive plans2,939 3,347 
Revenue recognized from membership upgrade sales upfront payments(2,587)(2,301)
Commission expense recognized related to membership sales955 940 
Changes in assets and liabilities:
Notes receivable, net(1,366)(317)
Deferred commission expense(2,363)(1,020)
Other assets, net17,884 13,324 
Accounts payable and other liabilities11,781 (2,096)
Deferred membership revenue12,687 6,563 
Rents and other customer payments received in advance and security deposits13,704 (261)
Net cash provided by operating activities173,331 130,892 
Cash Flows From Investing Activities:
Real estate acquisitions, net(295,599)(1,352)
Proceeds from disposition of properties, net(7) 
Distributions of capital from unconsolidated joint ventures731 150 
Capital improvements(56,778)(48,959)
Net cash used in investing activities(351,653)(50,161)






























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



Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(amounts in thousands)
(unaudited)
Quarters Ended March 31,
20212020
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan732 619 
Distributions:
Common Stockholders(62,414)(55,765)
Common OP Unitholders(3,589)(3,213)
Share based award tax withholding payments(2,814)(3,962)
Principal payments and mortgage debt repayment(80,351)(61,791)
Mortgage notes payable financing proceeds270,000 275,385 
Term loan proceeds300,000  
Line of Credit repayment(283,000)(222,500)
Line of Credit proceeds111,000 62,500 
Debt issuance and defeasance costs(3,658)(3,800)
Other(116)(143)
Net cash provided by (used in) financing activities245,790 (12,670)
Net increase in cash and restricted cash67,468 68,061 
Cash and restricted cash, beginning of period24,060 28,860 
Cash and restricted cash, end of period$91,528 $96,921 

Quarters Ended March 31,
20212020
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)$(1,531)
Other assets, net(2,781) 
Accrued expenses and accounts payable1,251  
Rents and other customer payments received in advance and security deposits9,223 179 
Real estate acquisitions, net$(295,599)$(1,352)
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.
7


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 1 – Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and its other consolidated subsidiaries (the "Subsidiaries"), are referred to herein as "we," "us," and "our". We are a fully integrated owner of lifestyle-oriented properties ("Properties") consisting of property operations and home sales and rental operations primarily within manufactured home ("MH") and recreational vehicle ("RV") communities. We provide our customers the opportunity to place manufactured homes, cottages or RVs on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. ELS is the sole general partner of the Operating Partnership, has exclusive responsibility and discretion in management and control of the Operating Partnership and held a 94.6% interest as of March 31, 2021. As the general partner with control, ELS is the primary beneficiary of, and therefore consolidates, the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for variable interest entities in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Intercompany balances and transactions have been eliminated. All adjustments to the interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results.

Note 2 – Summary of Significant Accounting Policies
(a)    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 ASC 842, Leases, and is recognized over the term of the respective lease or the length of a customer's stay. MH Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. RV and marina Sites are leased to those who generally have an RV, factory-built cottage, boat or other unit place 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") 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
8


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.
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)    Restricted Cash
As of March 31, 2021 and December 31, 2020, restricted cash consists of $27.6 million and $24.1 million, respectively, 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)
As of March 31, 2021
2021$108,813 
2022148,245 
2023101,754 
202443,715 
202522,029 
Thereafter74,456 
Total$499,012 




9


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 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. For the quarters ended March 31, 2021 and 2020, total operating lease payments were $2.5 million and $2.4 million, respectively.
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:
As of March 31, 2021
(amounts in thousands)
Ground LeasesOffice and Other LeasesTotal
2021$1,649 $2,514 $4,163 
20221,638 1,577 3,215 
2023626 1,286 1,912 
2024632 897 1,529 
2025637 766 1,403 
Thereafter4,941 2,125 7,066 
Total undiscounted rental payments10,123 9,165 19,288 
Less imputed interest(2,144)(839)(2,983)
Total lease liabilities$7,979 $8,326 $16,305 

Right-of-use ("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 million and $16.3 million, respectively, as of March 31, 2021. The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0% at March 31, 2021.
ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on the Consolidated Balance Sheets, were $15.7 million and $16.4 million, respectively, as of December 31, 2020. The weighted average remaining lease term for our operating leases was eight years and the weighted average incremental borrowing rate was 4.0% at December 31, 2020.

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 and 2020:
Quarters Ended March 31,
(amounts in thousands, except per share data)20212020
Numerators:
Net income available for Common Stockholders – Basic$65,240 $66,875 
Amounts allocated to dilutive securities3,747 3,849 
Net income available for Common Stockholders – Fully Diluted$68,987 $70,724 
Denominators:
Weighted average Common Shares outstanding – Basic181,945 181,729 
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares10,473 10,491 
Stock options and restricted stock267 344 
Weighted average Common Shares outstanding – Fully Diluted192,685 192,564 
Earnings per Common Share – Basic$0.36 $0.37 
Earnings per Common Share – Fully Diluted$0.36 $0.37 
10


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") holders since January 1, 2020.
Distribution Amount Per ShareFor the Quarter EndedStockholder Record DatePayment Date
$0.3425March 31, 2020March 27, 2020April 10, 2020
$0.3425June 30, 2020June 26, 2020July 10, 2020
$0.3425September 30, 2020September 25, 2020October 9, 2020
$0.3425December 31, 2020December 24, 2020January 8, 2021
$0.3625March 31, 2021March 26, 2021April 9, 2021

Equity Offering Program
On July 30, 2020, 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 $200.0 million. As of March 31, 2021, the full capacity remained available for issuance.
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, 2021 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
On January 21, 2021, we completed the acquisition of Okeechobee KOA Resort, a 740-site RV community located in Okeechobee, Florida, for a purchase price of $42.2 million. The 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.

11


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 7 – Investment 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 and December 31, 2020, respectively):
    Investment as ofIncome/(Loss) for
Years Ended
InvestmentLocation Number of Sites
Economic
Interest
(a)
March 31, 2021December 31, 2020March 31, 2021March 31, 2020
MeadowsVarious (2,2)1,077 50 %$ $ $550 $ 
LakeshoreFlorida (3,3)721 (b)2,251 2,281 152 90 
VoyagerArizona (1,1)1,801 50 %
(c)
112 83 30 (10)
ECHO JVVarious  50 %17,498 17,362 136 127 
3,599 $19,861 $19,726 $868 $207 
_____________________
(a)The percentages shown approximate our economic interest as of March 31, 2021. Our legal ownership interest may differ.
(b)Includes two joint ventures in which we own a 65% interest and the Crosswinds joint venture in which we own a 49% interest.
(c)Primarily consists of a 50% interest in Voyager RV Resort and a 33% interest in the utility plant servicing this Property.
We received approximately $0.7 million and $0.2 million in distributions from our unconsolidated joint ventures for the quarters ended March 31, 2021 and 2020, respectively. Approximately $0.7 million and $0.1 million of the distributions made to us exceeded our basis in our unconsolidated joint ventures for the quarters ended March 31, 2021 and 2020, 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, 2021As of December 31, 2020
(amounts in thousands)
Fair ValueCarrying ValueFair ValueCarrying Value
Mortgage notes payable, excluding deferred financing costs$2,617,135 $2,662,443 $2,537,137 $2,472,876 

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, 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 and 116 of our Properties as of March 31, 2021 and December 31, 2020, respectively, and the gross carrying value of such Properties was approximately $2,683.9 million and $2,580.9 million, as of March 31, 2021 and December 31, 2020, respectively.
2021 Activity
During the quarter ended March 31, 2021, 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 one MH community. The net proceeds from the transaction were used to repay $67.0 million of principal on two 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 two 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 eight MH and four RV communities. We also repaid $48.1 million of principal on three mortgage loans that were due to mature in 2020, incurring $1.0 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.2% per annum and were secured by three MH communities.
12


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, we entered into a $300.0 million senior unsecured term loan agreement ("Loan"). The maturity date was October 27, 2021 with an interest rate of LIBOR plus 1.45%. We incurred commitment and arrangement fees of approximately $1.1 million.
The unsecured Line of Credit ("LOC") had a balance of $50.0 million and $222.0 million outstanding as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, our LOC had remaining borrowing capacity of $350.0 million.
In April 2021, we closed on an amended revolving line of credit with borrowing capacity of $500.0 million and a $300.0 million term loan ("Term Loan"). The variable interest rate on the Term Loan is fixed at 1.8% per annum pursuant to 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.
As of March 31, 2021, 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 a three-year LIBOR Swap Agreement (the "Swap") allowing us to trade the variable interest rate associated with our variable rate debt for a fixed interest rate. The 2021 Swap has a notional amount of $300.0 million of outstanding principal with a fixed interest rate of 0.39% per annum and matures on March 25, 2024. Based on the leverage as of March 31, 2021, our spread over LIBOR was 1.45% resulting in an estimated all-in interest rate of 1.84% 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,
(amounts in thousands)Balance Sheet Location20212020
Interest Rate SwapOther assets, net$129 $ 

The following table presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:
Derivatives in Cash Flow Hedging RelationshipAmount of (gain)/loss recognized
in OCI on derivative
for the 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)20212020(amounts in thousands)20212020
Interest Rate Swap$(112)$1,424 Interest Expense$17 $91 

During the next twelve months, we estimate that $0.7 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, we had not posted any collateral related to this Swap.

13


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 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, respectively, and have a grant date fair value of $3.3 million. The remaining 50% are performance-based awards vesting in equal installments on January 31, 2022, January 27, 2023 and January 26, 2024, 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 shares of restricted stock subject to 2021 performance goals have a grant date fair value of $1.1 million.
Stock based compensation expense, reported in General and administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended March 31, 2021 and 2020, was $2.6 million and $3.0 million, respectively.

Note 11 – Commitments and Contingencies
We are involved in various legal and regulatory proceedings ("Proceedings") arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
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 Nicholsons' claim that the Operating Partnership is required to indemnify the Nicholsons for legal fees with respect to the claims brought by the third parties in the Superior Court litigation is proceeding in the arbitration.
We intend to continue to vigorously defend our interests in this matter. As of March 31, 2021, we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
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Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12 – Reportable Segments

We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. 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 or 2020.
The following tables summarize our segment financial information for the quarters ended March 31, 2021 and 2020:
Quarter Ended March 31, 2021
(amounts in thousands)Property
Operations
Home Sales
and Rentals
Operations
Consolidated
Operations revenues$273,555 $19,786 $293,341 
Operations expenses(125,537)(17,417)(142,954)
Income from segment operations148,018 2,369 150,387 
Interest income1,148 615 1,763 
Depreciation and amortization(42,778)(2,620)(45,398)
Loss on sale of real estate, net(59) (59)
Income (loss) from operations$106,329 $364 $106,693 
Reconciliation to consolidated net income:
Corporate interest income4 
Income from other investments, net