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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM
_________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly interval ended
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition interval from to
Commission file quantity:
_________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________
| (State or different jurisdiction of incorporation) | (IRS Employer Identification Number) | ||||||||||||||||
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| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(
Registrant’s phone quantity, together with space code
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of every class | Trading Symbol(s) | Name of every change on which registered | ||||||
_________________________________________________________
Indicate by examine mark whether or not the registrant (1) has filed all reviews required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 in the course of the previous 12 months (or for such shorter interval that the registrant was required to file such reviews), and (2) has been topic to such submitting necessities for the previous 90 days.
Indicate by examine mark whether or not the registrant has submitted electronically each Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) in the course of the previous 12 months (or for such shorter interval that the registrant was required to submit such information).
Indicate by examine mark whether or not the registrant is a big accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting firm, or an rising progress firm. 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):
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☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting firm |
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Emerging progress firm |
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If an rising progress firm, point out by examine mark if the registrant has elected to not use the prolonged transition interval for complying with any new or revised monetary accounting requirements offered pursuant to Section 13(a) of the Exchange Act ☐
Indicate by examine mark whether or not the registrant is a shell firm (as outlined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the variety of shares excellent of every of the issuer’s lessons of widespread inventory, as of the newest practicable date:
Equity LifeStyle Properties, Inc.
Table of Contents
| Page | ||||||||
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Part I – Financial Information |
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| Item 1. | Financial Statements (unaudited) | |||||||
| Index To Financial Statements | ||||||||
|
Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
3 |
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|
Consolidated Statements of Income and Comprehensive Income for the quarters ended March 31, 2026 and 2025 |
4 |
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Consolidated Statements of Changes in Equity for the quarters ended March 31, 2026 and 2025 |
5 |
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|
Consolidated Statements of Cash Flows for the quarters ended March 31, 2026 and 2025 |
6 |
|||||||
|
Notes to Consolidated Financial Statements |
8 |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
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| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
30 |
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| Item 4. |
Controls and Procedures |
30 |
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|
Part II – Other Information |
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| Item 1. |
Legal Proceedings |
31 |
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| Item 1A. |
Risk Factors |
31 |
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| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
31 |
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| Item 3. |
Defaults Upon Senior Securities |
31 |
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| Item 4. |
Mine Safety Disclosures |
31 |
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| Item 5. |
Other Information |
31 |
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| Item 6. |
Exhibits |
32 |
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Part I – Financial Information
Item 1. Financial Statements
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(quantities in 1000’s, besides share and per share information)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Investment in actual property: | |||||||||||
| Land | $ | $ | |||||||||
| Land enhancements | |||||||||||
| Buildings and different depreciable property | |||||||||||
| Accumulated depreciation | ( |
( |
|||||||||
| Net funding in actual property | |||||||||||
| Cash and restricted money | |||||||||||
| Notes receivable, internet | |||||||||||
| Investment in unconsolidated joint ventures | |||||||||||
| Deferred fee expense | |||||||||||
| Other belongings, internet | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Mortgage notes payable, internet | $ | $ | |||||||||
| Term loans, internet | |||||||||||
| Unsecured line of credit score | |||||||||||
| Accounts payable and different liabilities | |||||||||||
|
Deferred membership income |
|||||||||||
| Accrued curiosity payable | |||||||||||
| Rents and different buyer funds acquired upfront and safety deposits | |||||||||||
| Distributions payable | |||||||||||
| Total Liabilities | |||||||||||
| Equity: | |||||||||||
| Stockholders’ Equity: | |||||||||||
|
Preferred inventory, $ |
|||||||||||
|
Common inventory, $ |
|||||||||||
| Paid-in capital | |||||||||||
| Distributions in extra of amassed earnings | ( |
( |
|||||||||
| Accumulated different complete earnings/(loss) | ( |
( |
|||||||||
| Total Stockholders’ Equity | |||||||||||
| Non-controlling pursuits – Common OP Units | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
The accompanying notes are an integral a part of the consolidated monetary statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(quantities in 1000’s, besides per share information)
(unaudited)
| Quarters Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues: | |||||||||||
| Rental earnings | $ | $ | |||||||||
| Annual membership subscriptions | |||||||||||
| Membership improve income | |||||||||||
| Other earnings | |||||||||||
| Gross revenues from house gross sales, brokered resales and ancillary providers | |||||||||||
| Interest earnings | |||||||||||
| Income from different investments, internet | |||||||||||
| Total revenues | |||||||||||
| Expenses: | |||||||||||
| Property working and upkeep | |||||||||||
| Real property taxes | |||||||||||
| Membership gross sales and advertising | |||||||||||
| Property administration | |||||||||||
| Depreciation and amortization | |||||||||||
| Cost of house gross sales, brokered resales and ancillary providers | |||||||||||
| Home promoting bills and ancillary working bills | |||||||||||
| General and administrative | |||||||||||
| Casualty-related costs/(recoveries), internet | |||||||||||
| Other bills | |||||||||||
| Interest and associated amortization | |||||||||||
| Total bills | |||||||||||
| Income earlier than different objects | |||||||||||
| Equity in earnings/(loss) of unconsolidated joint ventures | ( |
||||||||||
| Consolidated internet earnings | |||||||||||
| Income allotted to non-controlling pursuits – Common OP Units | ( |
( |
|||||||||
| Net earnings out there for Common Stockholders | $ | $ | |||||||||
| Consolidated internet earnings | $ | $ | |||||||||
| Other complete earnings/(loss): | |||||||||||
| Adjustment for honest market worth of swaps | ( |
||||||||||
| Consolidated complete earnings | |||||||||||
| Comprehensive earnings allotted to non-controlling pursuits – Common OP Units | ( |
( |
|||||||||
| Comprehensive earnings attributable to Common Stockholders | $ | $ | |||||||||
| Earnings per Common Share – Basic | $ | $ | |||||||||
| Earnings per Common Share – Fully Diluted | $ | $ | |||||||||
| Weighted common Common Shares excellent – Basic | |||||||||||
| Weighted common Common Shares excellent – Fully Diluted | |||||||||||
The accompanying notes are an integral a part of the consolidated monetary statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
(quantities in 1000’s)
(unaudited)
| Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interests – Common OP Units | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( |
$ | ( |
$ | $ | ||||||||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Stock | — | — | — | — | ( |
||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock by way of worker inventory buy plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation bills associated to restricted inventory and inventory choices | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | ( |
— | — | — | — | ( |
||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders within the Operating Partnership | — | ( |
— | — | — | ||||||||||||||||||||||||||||||||||||
| Adjustment for honest market worth of swaps | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Consolidated internet earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | ( |
— | ( |
( |
||||||||||||||||||||||||||||||||||
| Other | — | ( |
— | — | — | — | ( |
||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( |
$ | ( |
$ | $ | ||||||||||||||||||||||||||||||||
| Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interests – Common OP Units | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( |
$ | $ | $ | |||||||||||||||||||||||||||||||||
| Issuance of Common Stock by way of worker inventory buy plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Compensation bills associated to restricted inventory and inventory choices | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | ( |
— | — | — | — | ( |
||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders within the Operating Partnership | — | — | — | — | ( |
||||||||||||||||||||||||||||||||||||
| Adjustment for honest market worth of swaps | — | — | — | — | ( |
— | ( |
||||||||||||||||||||||||||||||||||
| Consolidated internet earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | ( |
— | ( |
( |
||||||||||||||||||||||||||||||||||
| Other | — | ( |
— | — | — | — | ( |
||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( |
$ | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral a part of the consolidated monetary statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(quantities in 1000’s)
(unaudited)
| Quarters Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Consolidated internet earnings | $ | $ | |||||||||
| Adjustments to reconcile consolidated internet earnings to internet money offered by working actions: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of mortgage prices | |||||||||||
| Equity in (earnings)/lack of unconsolidated joint ventures | ( |
||||||||||
| Distributions of earnings from unconsolidated joint ventures | |||||||||||
| Proceeds from insurance coverage claims, internet | ( |
||||||||||
| Compensation expense associated to incentive plans | |||||||||||
| Revenue acknowledged from membership improve gross sales upfront funds | ( |
( |
|||||||||
| Commission expense associated to memberships gross sales | |||||||||||
| Changes in belongings and liabilities: | |||||||||||
| Manufactured houses, internet | ( |
( |
|||||||||
| Notes receivable, internet | |||||||||||
| Deferred fee expense | ( |
( |
|||||||||
| Other belongings, internet | |||||||||||
| Accounts payable and different liabilities | |||||||||||
|
Deferred membership income |
|||||||||||
| Rents and different buyer funds acquired upfront and safety deposits | |||||||||||
| Net money offered by working actions | |||||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Investment in unconsolidated joint ventures | ( |
( |
|||||||||
| Distributions of capital from unconsolidated joint ventures | |||||||||||
| Proceeds from insurance coverage claims, internet | |||||||||||
| Capital enhancements | ( |
( |
|||||||||
| Net money utilized in investing actions | ( |
( |
|||||||||
The accompanying notes are an integral a part of the consolidated monetary statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
(quantities in 1000’s)
| Quarters Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from inventory choices and worker inventory buy plan | |||||||||||
| Distributions: | |||||||||||
| Common Stockholders | ( |
( |
|||||||||
| Common OP Unitholders | ( |
( |
|||||||||
| Share primarily based award tax withholding funds | ( |
( |
|||||||||
| Principal funds and mortgage debt reimbursement | ( |
( |
|||||||||
| Line of credit score reimbursement | ( |
( |
|||||||||
| Line of credit score proceeds | |||||||||||
| Other | ( |
( |
|||||||||
| Net money utilized in financing actions | ( |
( |
|||||||||
| Net improve (lower) in money and restricted money | |||||||||||
| Cash and restricted money, starting of interval | |||||||||||
| Cash and restricted money, finish of interval | $ | $ | |||||||||
| Quarters Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental Information: | |||||||||||
| Cash paid for curiosity, internet | $ | $ | |||||||||
| Cash paid for the acquisition of manufactured houses | $ | $ | |||||||||
The accompanying notes are an integral a part of the consolidated monetary statements.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 –
Equity LifeStyle Properties, Inc. (“ELS” or the “Company”), a Maryland company, along with MHC Operating Limited Partnership (the “Operating Partnership”) and its different consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our”. We are a totally built-in proprietor of lifestyle-oriented properties (“Properties”) consisting of property operations and residential gross sales and rental operations primarily inside manufactured house (“MH”) and leisure car (“RV”) communities and marinas. We present our prospects the chance to put manufactured houses and cottages, RVs and/or boats on our Properties both on a long-term or short-term foundation. Our prospects might lease particular person developed areas (“Sites”) or enter into right-to-use contracts, also referred to as membership subscriptions, which offer them entry to particular Properties for restricted stays.
Our Properties are owned primarily by the Operating Partnership and managed internally by associates of the Operating Partnership. ELS is the only real common accomplice of the Operating Partnership. The Operating Partnership meets the standards as a VIE, the place we’re the overall accomplice and controlling proprietor of
Equity technique of accounting is utilized to entities wherein ELS doesn’t have a controlling curiosity however with respect to which it may possibly train important affect over operations and main choices. Our publicity to losses related to unconsolidated joint ventures is primarily restricted to the carrying worth of those investments. Accordingly, distributions from a three way partnership in extra of our carrying worth are acknowledged in earnings.
The accompanying unaudited interim consolidated monetary statements have been ready pursuant to Securities and Exchange Commission (“SEC”) guidelines and rules for Quarterly Reports on Form 10-Q. Accordingly, they don’t embrace all the info and be aware disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for full monetary statements and ought to be learn together with the consolidated monetary statements and notes thereto included in our Annual Report on Form 10-Okay for the 12 months ended December 31, 2025.
Intercompany balances and transactions have been eradicated. All changes to the unaudited interim consolidated monetary statements are of a standard, recurring nature and, within the opinion of administration, are needed for a good presentation of outcomes for these interim durations. Revenues and bills are topic to seasonal fluctuations, and accordingly, quarterly interim outcomes is probably not indicative of full 12 months outcomes. Certain prior interval quantities have been reclassified on our unaudited interim consolidated monetary statements to adapt with present 12 months presentation.
Note 2 –
(a)
Our income streams are predominantly derived from prospects renting our Sites or coming into into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual foundation. Seasonal RV and marina Sites are leased to prospects typically for to
Annual membership subscriptions and membership upgrades are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. Membership subscriptions present our prospects entry to particular Properties for restricted stays at a specified group of Properties. Upgraded memberships present enhanced advantages for members in good standing, together with longer stays, the flexibility to make earlier reservations, potential reductions on rental models, and potential entry to extra properties. Beginning within the first quarter of 2025, membership improve product choices embrace – to
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
refundable upfront funds, with an choice to finance the upfront funds. Beginning within the first quarter of 2025, upfront fee improve merchandise and associated financing choices are not being provided by the Company, however members in good standing are entitled to enhanced advantages for so long as they select to stay in this system.
Membership subscriptions, together with subscription-based membership upgrades, are introduced inside Annual membership subscriptions on the Consolidated Statements of Income and Comprehensive Income. Payments for membership subscriptions are deferred and acknowledged on a straight-line foundation over the interval throughout which entry to Sites at sure Properties is offered. Membership subscription receivables are introduced inside Other belongings, internet on the Consolidated Balance Sheets and are internet of an allowance for credit score losses. Non-refundable upfront funds on our legacy product choices are acknowledged on a straight-line foundation over
Revenue from house gross sales is acknowledged when the earnings course of is full. The earnings course of is full when the house has been delivered, the purchaser has accepted the house and title has transferred. We have a restricted program underneath which we buy loans made by an unaffiliated lender to homebuyers at our Properties. Financed house gross sales (also referred to as chattel loans) are introduced inside Notes receivable, internet on the Consolidated Balance Sheets and are internet of an allowance for credit score losses.
(b)
As of March 31, 2026 and December 31, 2025, restricted money consisted of $
(c)
We disclose the estimated honest worth of our monetary devices in response to a good worth hierarchy. The valuation hierarchy relies on the transparency of the bottom degree of enter that’s important to the valuation of an asset or a legal responsibility as of the measurement date. The three ranges are outlined as follows:
Level 1 – Inputs to the valuation methodology are quoted costs (unadjusted) for an identical belongings or liabilities in energetic markets.
Level 2 – Inputs to the valuation methodology embrace quoted costs for comparable belongings and liabilities in energetic markets and inputs which can be observable for the asset or legal responsibility, both instantly or not directly, for considerably the total time period of the monetary instrument.
Level 3 – Inputs to the valuation methodology are unobservable and important to the honest worth measurement.
The carrying values of money and restricted money, accounts receivable and accounts payable approximate their honest market values as a result of short-term nature of those devices. The carrying worth of notes receivable approximates the honest market worth because the rates of interest are typically similar to present market charges. Notes receivable features a time period mortgage made to an fairness technique funding of the Company, within the quantity of $
The honest market worth of mortgage notes payable, time period loans and rate of interest derivatives are measured with Level 2 inputs utilizing quoted costs and observable inputs from comparable liabilities as disclosed in Note 6. Borrowing Arrangements and Note 7. Derivative Instruments and Hedging Activities.
We additionally make the most of Level 2 and Level 3 inputs as a part of our willpower of the acquisition worth allocation for our acquisitions.
(d)
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
| For the Quarters Ended March 31, | ||||||||||||||
|
(quantities in 1000’s): |
2026 | 2025 | ||||||||||||
| Balance, starting | $ | $ | ||||||||||||
| Provision for losses | ||||||||||||||
| Write-offs | ( |
( |
||||||||||||
| Balance, ending | $ | $ | ||||||||||||
(e)
Note 3 –
Basic and absolutely diluted earnings per share are primarily based on the weighted common shares excellent throughout every interval.
|
For the Quarters Ended March 31, |
||||||||||||||
| (quantities in 1000’s, besides per share information) | 2026 | 2025 | ||||||||||||
| Numerators: | ||||||||||||||
| Net earnings out there for Common Stockholders – Basic | $ | $ | ||||||||||||
| Amounts allotted to non-controlling pursuits (dilutive securities) | ||||||||||||||
| Net earnings out there for Common Stockholders – Fully Diluted | $ | $ | ||||||||||||
| Denominators: | ||||||||||||||
| Weighted common Common Shares excellent – Basic | ||||||||||||||
| Effect of dilutive securities: | ||||||||||||||
| Exchange of Common OP Units for Common Shares | ||||||||||||||
| Stock choices and restricted inventory | ||||||||||||||
| Weighted common Common Shares excellent and OP Units – Fully Diluted | ||||||||||||||
| Earnings per Common Share – Basic | $ | $ | ||||||||||||
| Earnings per Common Share – Fully Diluted | $ | $ | ||||||||||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 4 –
Common Stockholder Distribution Activity
The following quarterly distributions have been declared and paid to Common Stockholders and the Operating Partnership unit (“OP Unit”) holders since January 1, 2025:
| Distribution Amount Per Share | For the Quarter Ended | Stockholder Record Date | Payment Date | |||||||||||||||||
| $ |
March 31, 2025 | March 28, 2025 | April 11, 2025 | |||||||||||||||||
| $ |
June 30, 2025 | June 27, 2025 | July 11, 2025 | |||||||||||||||||
| $ |
September 30, 2025 | September 26, 2025 | October 10, 2025 | |||||||||||||||||
| $ |
December 31, 2025 | December 26, 2025 | January 9, 2026 | |||||||||||||||||
| $ |
March 31, 2026 | March 27, 2026 | April 10, 2026 | |||||||||||||||||
Exchanges
Subject to sure limitations, OP Unit holders can request an change of all or any of their OP Units for shares of widespread inventory at any time. Upon receipt of such a request, we might, in lieu of issuing shares of widespread inventory, trigger the Operating Partnership to pay money. There have been
Equity Offering Program
On November 1, 2024, we entered into our present at-the-market (“ATM”) fairness providing program with sure gross sales brokers, pursuant to which we might promote, from time-to-time, shares of our widespread inventory, par worth $
Note 5 –
The following desk summarizes our investments in unconsolidated joint ventures (funding and earnings/(loss) quantities in 1000’s):
| Investment as of | ||||||||||||||||||||||||||||||||||||||||||||
| Investment | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
|
RVC (a) |
$ | $ | ||||||||||||||||||||||||||||||||||||||||||
|
Other (b) |
||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||
|
Income/(Loss) for the Quarters Ended (d) |
||||||||||||||||||||||||||||||||
| Investment | Location | Number of Sites |
Economic |
March 31, 2026 | March 31, 2025 | |||||||||||||||||||||||||||
|
RVC (a) |
Various | % | $ | ( |
$ | ( |
||||||||||||||||||||||||||
|
Other (b) |
Various |
|
||||||||||||||||||||||||||||||
| $ | ( |
$ | ||||||||||||||||||||||||||||||
_____________________
(a)Includes
(b)Includes numerous different joint ventures.
(c)The percentages proven approximate our financial curiosity as of March 31, 2026. Our authorized possession curiosity might differ. We don’t train management over these entities.
(d)Net of depreciation expense of $
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5 – Investment in Unconsolidated Joint Ventures (continued)
Approximately $
During the quarter ended June 30, 2025, we made a $
Note 6 –
Mortgage Notes Payable
The following desk presents the carrying worth, honest worth and weighted common rates of interest for our mortgage notes payable (quantities in 1000’s besides percentages):
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Stated Interest Rate | Maturity Date | Carrying Value | Fair Value | Weighted Average Interest Rate | Carrying Value | Fair Value | Weighted Average Interest Rate | ||||||||||||||||||||||||||||||||||||||||
| Mortgage notes payable |
|
2028 to 2041 |
$ | $ | % | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
| Less: Deferred financing prices, internet | $ | ( |
$ | ( |
|||||||||||||||||||||||||||||||||||||||||||
| Mortgage notes payable, internet | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The following desk presents the variety of encumbered Properties and the gross carrying worth of such Properties (gross carrying worth in 1000’s):
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Number of Encumbered Properties | Gross Carrying Value | Number of Encumbered Properties | Gross Carrying Value | ||||||||||||||||||||
| Encumbered Properties | $ | $ | |||||||||||||||||||||
Unsecured Debt
The following desk presents the carrying worth, honest worth and weighted common rates of interest for our unsecured debt (quantities in 1000’s):
| As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Stated Interest Rate | Maturity Date |
Carrying Value (1) |
Effective Interest Rate |
Carrying Value (1) |
Effective Interest Rate | ||||||||||||||||||||||||||||||
|
$ |
SOFR + |
May 15, 2030 | $ | % | $ | % | |||||||||||||||||||||||||||||
|
$ |
SOFR + |
January 21, 2027 | $ | % | $ | % | |||||||||||||||||||||||||||||
|
Line of Credit Borrowing (3) |
SOFR + |
July 18, 2028 | $ | % | $ | % | |||||||||||||||||||||||||||||
| Less: Deferred financing prices, internet | $ | ( |
$ | ( |
|||||||||||||||||||||||||||||||
| Total unsecured debt, internet | $ | $ | |||||||||||||||||||||||||||||||||
_____________________
(1)Carrying worth approximates honest worth.
(2)During the 12 months ended December 31, 2025, we entered right into a $
(3)As of March 31, 2026, our LOC had a remaining borrowing capability of $
As of March 31, 2026, we have been in compliance in all materials respects with the covenants in all our borrowing preparations.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7 –
Cash Flow Hedges of Interest Rate Risk
We document all derivatives at honest worth. Our goal in using rate of interest derivatives is so as to add stability to our curiosity expense and to handle our publicity to rate of interest actions. To accomplish this goal, we primarily use rate of interest swaps as a part of our rate of interest danger administration technique. Interest fee swaps designated as money circulate hedges contain the receipt of variable quantities from a counterparty in change for making fixed-rate funds over the lifetime of the agreements with out change of the underlying notional quantity.
The adjustments within the honest worth of designated derivatives that qualify as a money circulate hedge are recorded in Accumulated different complete earnings/(loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income within the interval that the hedged forecasted transaction impacts earnings, and are introduced in the identical line merchandise because the earnings impact of the hedged merchandise. For money circulate hedges, that is usually when the periodic swap settlements are made. Proceeds or funds from premiums and periodic settlements of by-product devices are labeled in the identical part of the Consolidated Statements of Cash Flows because the underlying hedged merchandise.
The following desk presents the phrases of our by-product monetary devices (notional quantities in 1000’s):
| As of March 31, 2026 | ||||||||||||||||||||||||||||||||
| Interest Rate Derivatives | Number of Instruments | Notional Amount | Weighted Average Interest Rate | Index | Weighted Average Remaining Term (Years) | |||||||||||||||||||||||||||
| Interest fee swaps | $ |
SOFR | ||||||||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
| Interest Rate Derivatives | Number of Instruments | Notional Amount | Weighted Average Interest Rate | Index | Weighted Average Remaining Term (Years) | |||||||||||||||||||||||||||
| Interest fee swaps | $ |
SOFR | ||||||||||||||||||||||||||||||
Our by-product monetary devices are labeled as Level 2 within the honest worth hierarchy. The following desk presents the honest worth of our by-product monetary devices:
| As of March 31, | As of December 31, | |||||||||||||||||||
| (quantities in 1000’s) | Balance Sheet Location | 2026 | 2025 | |||||||||||||||||
| Interest fee swaps | Other belongings, internet | $ | $ | |||||||||||||||||
| Interest fee swaps | Accounts payable and different liabilities | $ | $ | |||||||||||||||||
| The following desk presents the quantity of (achieve)/loss acknowledged in Other complete earnings/(loss) on derivatives on the Consolidated Statements of Income and Comprehensive Income (in 1000’s): | |||||||||||||||||
| Derivatives in Cash Flow Hedging Relationship |
For the Quarters Ended March 31, |
||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Interest fee swaps | $ | ( |
$ | ||||||||||||||
| The following desk presents the quantity of (achieve)/loss reclassified from Accumulated different complete earnings/(loss) into earnings on the Consolidated Statements of Income and Comprehensive Income (in 1000’s): | |||||||||||||||||
| Derivatives in Cash Flow Hedging Relationship | Location of (achieve)/ loss reclassified from Accumulated OCI into earnings |
For the Quarters Ended March 31, |
|||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Interest fee swaps | Interest Expense | $ | ( |
$ | ( |
||||||||||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8 –
The elements of the change in Deferred income from membership upgrades and Deferred fee expense have been as follows:
| As of March 31, | ||||||||||||||
|
(quantities in 1000’s) |
2026 | 2025 | ||||||||||||
| Deferred income, starting | $ | $ | ||||||||||||
| Deferred membership improve income | ||||||||||||||
| Revenue acknowledged from membership upgrades | ( |
( |
||||||||||||
| Net improve (lower) in deferred income | ( |
( |
||||||||||||
|
Deferred income, ending (1) |
$ | $ | ||||||||||||
| Deferred fee expense, starting | $ | $ | ||||||||||||
| Deferred fee expense | ||||||||||||||
| Commission expense acknowledged | ( |
( |
||||||||||||
| Net improve in deferred fee expense | ( |
|||||||||||||
| Deferred fee expense, ending | $ | $ | ||||||||||||
_____________________
(1)Included in Deferred membership income on the Consolidated Balance Sheets.
Note 9 –
Our 2024 Equity Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 6, 2024 and permitted by our stockholders on April 30, 2024.
The desk beneath presents shares issued by the Company (grant date honest worth quantities in 1000’s):
| Plan | Award Date | Time-Based Awards | Performance Based Awards | Total Awards | Grant Date Fair Value | |||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | February 4, 2025 | $ | ||||||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | April 29, 2025 | $ | ||||||||||||||||||||||||||||||
| 2024 Equity Incentive Plan | February 3, 2026 | $ | ||||||||||||||||||||||||||||||
For the shares awarded on February 4, 2025,
Time-based awards for the shares underneath the 2024 Plan granted on April 29, 2025 are topic to numerous vesting dates between October 29, 2025 and April 28, 2028.
For the shares awarded on February 3, 2026,
The desk beneath supplies the quantity of 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, |
||||||||||||||
| (quantity in 1000’s) | 2026 | 2025 | ||||||||||||
| Stock-Based Compensation Expense | $ | $ | ||||||||||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 –
We are concerned in numerous authorized and regulatory proceedings (“Proceedings”) arising within the bizarre course of enterprise. The Proceedings embrace, however will not be restricted to, authorized claims made by workers, distributors and prospects, and notices, consent decrees, info requests, extra allow necessities and different comparable enforcement actions by governmental businesses regarding our utility infrastructure, together with water and wastewater remedy crops and different waste remedy amenities and electrical techniques. Additionally, within the bizarre course of enterprise, our operations are topic to audit by numerous taxing authorities. Management believes these Proceedings taken collectively don’t characterize a cloth legal responsibility. In addition, to the extent any such Proceedings or audits relate to newly acquired Properties, we think about any potential indemnification obligations of sellers in our favor.
Beginning on August 31, 2023 by way of December 4, 2023, sure non-public celebration plaintiffs filed a number of putative class actions within the U.S. District Court for the Northern District of Illinois, Eastern Division, in opposition to Datacomp Appraisal Systems, Inc. (“Datacomp”) and a number of other proprietor/operators of manufactured housing communities, together with ELS (the “Datacomp Litigation”), alleging that the group proprietor/operators used JLT Market Reports produced by Datacomp to conspire to lift manufactured house lot rents in violation of Section 1 of the Sherman Act. ELS bought Datacomp in reference to the MHVillage/Datacomp acquisition in the course of the 12 months ended December 31, 2021. On December 15, 2023, the plaintiffs filed an amended consolidated grievance captioned, In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-6715. Plaintiffs search each injunctive reduction and financial damages, together with attorneys’ charges. The defendants filed a movement to dismiss on January 29, 2024. On December 4, 2025, the Court granted defendants’ movement to dismiss with out prejudice. On January 26, 2026, plaintiffs filed an amended grievance, and defendants filed a movement to dismiss on March 31, 2026.
We imagine that the Datacomp Litigation is with out benefit, and we intend to vigorously defend our pursuits on this matter. As of March 31, 2026, we have now not made an accrual, as we’re unable to foretell the end result of this matter or moderately estimate any attainable loss.
Note 11 –
We have recognized
All revenues have been from exterior prospects and there’s no buyer who contributed 10% or extra of our complete revenues in the course of the quarters ended March 31, 2026 or 2025.
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11 – Reportable Segments (continued)
The following tables summarize our phase monetary info:
Quarter Ended March 31, 2026
| (quantities in 1000’s) | Property Operations |
Home Sales and Rentals Operations |
Consolidated | ||||||||||||||
| Operations revenues | |||||||||||||||||
| Operations bills | ( |
( |
( |
||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated internet earnings: | |||||||||||||||||
| Depreciation and amortization | ( |
||||||||||||||||
| Interest earnings | |||||||||||||||||
| Income from different investments, internet | |||||||||||||||||
| General and administrative | ( |
||||||||||||||||
| Casualty-related costs/(recoveries), internet | ( |
||||||||||||||||
| Other bills | ( |
||||||||||||||||
| Interest and associated amortization | ( |
||||||||||||||||
| Equity in earnings/(loss) of unconsolidated joint ventures | ( |
||||||||||||||||
| Consolidated internet earnings | $ | ||||||||||||||||
| Total belongings | $ | $ | |||||||||||||||
| Capital enhancements | $ | $ | |||||||||||||||
Quarter Ended March 31, 2025
| (quantities in 1000’s) | Property Operations |
Home Sales and Rentals Operations |
Consolidated | ||||||||||||||
| Operations revenues | |||||||||||||||||
| Operations bills | ( |
( |
( |
||||||||||||||
| NOI | |||||||||||||||||
| Reconciliation to consolidated internet earnings: | |||||||||||||||||
| Depreciation and amortization | ( |
||||||||||||||||
| Interest earnings | |||||||||||||||||
| Income from different investments, internet | |||||||||||||||||
| General and administrative | ( |
||||||||||||||||
| Casualty-related costs/(recoveries), internet | ( |
||||||||||||||||
| Other bills | ( |
||||||||||||||||
| Interest and associated amortization | ( |
||||||||||||||||
| Equity in earnings/(loss) of unconsolidated joint ventures | |||||||||||||||||
| Consolidated internet earnings | $ | ||||||||||||||||
| Total belongings | $ | $ | |||||||||||||||
| Capital enhancements | $ | $ | |||||||||||||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11 – Reportable Segments (continued)
The following desk summarizes our monetary info for the Property Operations phase:
|
For the Quarters Ended March 31, |
|||||||||||
| (quantities in 1000’s) | 2026 | 2025 | |||||||||
| Revenues: | |||||||||||
| Rental earnings | $ | $ | |||||||||
| Annual membership subscriptions | |||||||||||
| Membership improve income | |||||||||||
| Other earnings | |||||||||||
| Gross revenues from ancillary providers | |||||||||||
| Total property operations revenues | |||||||||||
| Expenses: | |||||||||||
| Utility expense | |||||||||||
| Payroll | |||||||||||
| Repairs and upkeep | |||||||||||
| Insurance and different | |||||||||||
| Real property taxes | |||||||||||
| Membership gross sales and advertising | |||||||||||
| Cost of ancillary providers | |||||||||||
| Ancillary working bills | |||||||||||
| Property administration | |||||||||||
| Total property operations bills | |||||||||||
| NOI | $ | $ | |||||||||
The following desk summarizes our monetary info for the Home Sales and Rentals Operations phase:
|
For the Quarters Ended March 31, |
|||||||||||
| (quantities in 1000’s) | 2026 | 2025 | |||||||||
| Revenues: | |||||||||||
|
Rental earnings (1) |
$ | $ | |||||||||
| Gross revenues from house gross sales and brokered resales | |||||||||||
| Total revenues | |||||||||||
| Expenses: | |||||||||||
| Rental house working and upkeep | |||||||||||
| Cost of house gross sales and brokered resales | |||||||||||
| Home promoting bills | |||||||||||
| Total bills | |||||||||||
| NOI | $ | $ | |||||||||
______________________
(1)Rental earnings inside Home Sales and Rentals Operations doesn’t embrace base lease associated to the rental house Sites. Base lease is included inside property operations.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following dialogue and evaluation ought to be learn together with the consolidated monetary statements and accompanying notes thereto included on this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-Okay for the 12 months ended December 31, 2025 (“2025 Form 10-K”), in addition to info in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-Okay.
Overview and Outlook
We are a self-administered and self-managed actual property funding belief (“REIT”) with headquarters in Chicago, Illinois. We are a totally built-in proprietor of lifestyle-oriented properties (“Properties”) consisting of property operations and residential gross sales and rental operations primarily inside manufactured house (“MH”) and leisure car (“RV”) communities and marinas. As of March 31, 2026, we owned or had an possession curiosity in a portfolio of 453 Properties situated all through the United States and Canada containing 173,419 particular person developed areas (“Sites”). These Properties are situated in 35 states and British Columbia.
We put money into properties in sought-after areas close to retirement and trip locations and concrete areas throughout the United States with a give attention to delivering an distinctive expertise to our residents and visitors that ends in supply of worth to stockholders. Our enterprise mannequin is meant to offer a chance for elevated money flows and appreciation in worth. We search progress in earnings, Funds from Operations (“FFO”), Normalized Funds from Operations (“Normalized FFO”) and money flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining top quality prospects to our Properties, who take delight in our Properties and of their houses and effectively managing our Properties by rising occupancy, sustaining aggressive market rents and controlling bills. We additionally actively pursue alternatives that match our acquisition standards and are presently engaged in numerous levels of negotiations regarding the attainable acquisition of extra properties.
We imagine the demand from child boomers for MH and RV communities will proceed to be robust over the long run. It is estimated that roughly 10,000 Americans flip 65 years previous on daily basis and all child boomers will likely be no less than age 65 by 2030. These people, searching for an energetic way of life, will proceed to drive the marketplace for second-home gross sales as trip properties, funding alternatives or retirement retreats. We count on it’s seemingly that we’ll proceed to see excessive ranges of second-home gross sales and that manufactured houses and cottages in our Properties will proceed to offer a viable second-home different to site-built houses. We additionally imagine the Millennial and Generation Z demographic will contribute to our future long-term buyer pipeline. After conducting a complete research of RV possession, in response to the Recreational Vehicle Industry Association (“RVIA”), information urged that RV gross sales are anticipated to learn from a rise in demand from these born within the United States from 1980 to 2003, or Millennials and Generation Z, over the approaching years. We imagine the demand from child boomers and these youthful generations will proceed to outpace provide for MH and RV communities. The entitlement course of to develop new MH and RV communities is extraordinarily restrictive. As a consequence, there have been restricted new communities developed in our goal geographic markets.
We generate nearly all of our revenues from prospects renting our Sites or coming into into right-to-use contracts, also referred to as membership subscriptions, which offer them entry to particular Properties for restricted stays. MH Sites are typically leased on an annual foundation to residents who personal or lease factory-built houses, together with manufactured houses. Annual RV and marina Sites are leased on an annual foundation to prospects who typically have an RV, factory-built cottage, boat or different unit positioned on the positioning, together with these Northern properties which can be open for the summer season season. Seasonal RV and marina Sites are leased to prospects typically for one to 6 months. Transient RV and marina Sites are leased to prospects on a short-term foundation. The income from seasonal and transient Sites is usually larger in the course of the first and third quarters. We think about the transient income stream to be our most unstable as it’s topic to climate situations and different elements affecting the marginal RV buyer’s trip and journey preferences. We additionally generate income from prospects renting our marina dry storage. Additionally, we have now pursuits in three way partnership Properties for which income is classed as Equity in earnings/(loss) of unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.
Management’s Discussion and Analysis (continued)
The following desk exhibits the breakdown of our Sites by kind (quantities are approximate):
|
Total Sites as of March 31, 2026 |
||||||||
|
MH Sites (1) |
75,700 | |||||||
| RV Sites: | ||||||||
|
Annual (1) |
34,600 | |||||||
| Seasonal | 9,800 | |||||||
|
Transient (1) |
20,500 | |||||||
| Marina Slips | 6,900 | |||||||
|
Membership (2) |
26,000 | |||||||
|
Total (3) |
173,400 | |||||||
_________________________
(1)MH, Annual RV and Transient RV websites embrace roughly 2,100, 300 and 1,500 three way partnership websites, respectively.
(2)Primarily utilized to service roughly 107,100 members. Includes roughly 6,000 Sites rented on an annual foundation.
(3)Total doesn’t foot resulting from rounding.
In our Home Sales and Rentals Operations enterprise, our income streams embrace house gross sales, house leases and brokerage providers and ancillary actions. We generate income by way of house gross sales and rental operations by promoting or leasing manufactured houses and cottages which can be situated in Properties owned and managed by us. We imagine renting our vacant houses represents a sexy supply of occupancy and a chance to transform the renter to a homebuyer sooner or later. Additionally, house sale brokerage providers are provided to our residents who might select to promote their houses somewhat than relocate them when shifting from a Property. At sure Properties, we function ancillary amenities, corresponding to golf programs, professional outlets, shops and eating places.
In the manufactured housing trade, choices for house financing, also referred to as chattel financing, are restricted. Chattel financing choices out there at this time embrace group owner-funded packages or third-party lender packages that present backed financing to prospects and infrequently require the group proprietor to ensure buyer defaults. Third-party lender packages have stringent underwriting standards, sizable down fee necessities, brief time period mortgage amortization and excessive rates of interest.
In addition to internet earnings computed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we assess and measure our total monetary and working efficiency utilizing sure Non-GAAP supplemental measures, which embrace: (i) FFO, (ii) Normalized FFO, (iii) Income from property operations, (iv) Income from property operations, excluding property administration, and (v) Core Portfolio earnings from property operations, excluding property administration (working outcomes for Properties owned and operated in each durations underneath comparability). We use these measures internally to guage the working efficiency of our portfolio and supply a foundation for comparability with different actual property firms. Definitions and reconciliations of those measures to essentially the most comparable GAAP measures are included beneath on this dialogue.
Results Overview
| (quantities in 1000’s) | Quarters Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | $ Change |
% Change (1) |
||||||||||||||||||||
| Net Income per absolutely diluted Common Share | $ | 0.56 | $ | 0.57 | $ | (0.01) | (2.6) | % | |||||||||||||||
| FFO per absolutely diluted Common Share and OP Unit | $ | 0.83 | $ | 0.83 | $ | — | (0.4) | % | |||||||||||||||
| Normalized FFO per absolutely diluted Common Share and OP Unit | $ | 0.84 | $ | 0.83 | $ | 0.01 | 0.3 | % | |||||||||||||||
_____________________
1.Calculations ready utilizing precise outcomes with out rounding.
For the quarter ended March 31, 2026, property working revenues in our Core Portfolio elevated 3.7% and property working bills in our Core Portfolio, excluding property administration, elevated 1.8% from the identical interval in 2025, leading to elevated Income from property operations, excluding property administration, of 4.9%.
Management’s Discussion and Analysis (continued)
While we proceed to give attention to rising the variety of manufactured owners in our Core Portfolio, we additionally imagine that renting our vacant houses represents a sexy supply of occupancy and a chance to probably convert the renter to a brand new homebuyer sooner or later. We proceed to count on there to be fluctuations within the sources of occupancy positive aspects relying on native market situations, availability of vacant websites and success with changing renters to owners. Our Core Portfolio common occupancy contains each owners and renters in our MH communities and was 93.8% for the quarter ended March 31, 2026, 94.4% for the quarter ended March 31, 2025 and 94.0% for the quarter ended December 31, 2025. The decline in common occupancy in comparison with the quarter ended March 31, 2025 was primarily pushed by 362 growth websites that have been added since March 31, 2025. During the quarter ended March 31, 2026, our Core Portfolio occupancy elevated by 54 websites, which included will increase in rental occupancy of 24 websites and house owner occupancy of 30 websites in comparison with December 31, 2025. As of March 31, 2026, we had 2,135 occupied rental houses in our Core MH communities.
RV and marina base rental earnings in our Core Portfolio decreased 1.4% for the quarter ended March 31, 2026, in comparison with the identical interval in 2025, resulting from a rise in Core Annual RV and marina rental earnings of 4.2%, offset by decreases in Core Seasonal and Transient RV and marina rental earnings of 14.8% and 6.9%, respectively. The improve in Core Annual RV and marina base rental earnings was pushed by a 5.1% improve in fee, offset by a 0.9% decline in occupancy because the quarter ended March 31, 2025. The decreases in Core Seasonal and Transient RV and marina rental earnings have been pushed by a moderation in demand pushed partly by the lack of Canadian visitors.
We closed 87 new house gross sales in the course of the quarter ended March 31, 2026 in comparison with 117 new house gross sales in the course of the quarter ended March 31, 2025. The lower in new house gross sales in the course of the quarter ended March 31, 2026 was pushed by timing of provide of recent houses leading to fewer houses being bought this quarter as in comparison with the quarter ended March 31, 2025.
Our gross funding in actual property elevated $55.6 million to $8,234.3 million as of March 31, 2026 from $8,178.7 million as of December 31, 2025, primarily resulting from capital enhancements in the course of the quarter ended March 31, 2026.
The following chart lists the Properties acquired from January 1, 2025 by way of March 31, 2026 and Sites added by way of growth alternatives at our current Properties:
| Location | Type of Property | Transaction Date | Sites | |||||||||||||||||||||||
|
Total Sites as of January 1, 2025 (1) |
173,200 | |||||||||||||||||||||||||
| Expansion Site Development: | ||||||||||||||||||||||||||
| Sites added (reconfigured) in 2025 | 440 | |||||||||||||||||||||||||
| Sites added (reconfigured) in 2026 | 48 | |||||||||||||||||||||||||
| Dispositions: | ||||||||||||||||||||||||||
| Desert Vista | Salome, Arizona | RV | October 1, 2025 | (125) | ||||||||||||||||||||||
| Valley Vista | Benson, Arizona | RV | October 1, 2025 | (145) | ||||||||||||||||||||||
|
Total Sites as of March 31, 2026 (1) |
173,400 | |||||||||||||||||||||||||
______________________
(1)Sites are approximate.
Non-GAAP Financial Measures
Management’s dialogue and evaluation of monetary situation and outcomes of operations embrace sure Non-GAAP monetary measures that in administration’s view of the enterprise are significant as they permit traders the flexibility to grasp key working particulars of our enterprise that won’t all the time be indicative of recurring annual money circulate of the portfolio. These Non-GAAP monetary measures as decided and introduced by us is probably not similar to equally titled measures reported by different firms, and embrace Income from property operations and Core Portfolio, FFO and Normalized FFO.
We imagine traders ought to overview Income from property operations and Core Portfolio, FFO and Normalized FFO, together with GAAP internet earnings and money flows from working actions, investing actions and financing actions, when evaluating an fairness REIT’s working efficiency. A dialogue of Income from property operations and Core Portfolio, FFO and Normalized FFO, and a reconciliation to internet earnings are included beneath.
Management’s Discussion and Analysis (continued)
Income from Property Operations and Core Portfolio
We use Income from property operations, Income from property operations, excluding property administration, and Core Portfolio earnings from property operations, excluding property administration, as different measures to guage the working outcomes of our Properties. Income from property operations represents rental earnings, membership subscriptions and improve income, utility and different earnings much less property and rental house working and upkeep bills, actual property taxes, membership gross sales and advertising bills and property administration bills. Income from property operations, excluding property administration, represents Income from property operations excluding property administration bills. Property administration represents the bills related to oblique prices corresponding to off-site payroll and sure administrative {and professional} bills. We imagine exclusion of property administration bills is useful to traders and analysts as a measure of the working outcomes of our Properties, excluding objects that aren’t instantly associated to the operation of the Properties. For comparative functions, we current dangerous debt expense inside Insurance and different within the present and prior durations. We imagine that this Non-GAAP monetary measure is useful to traders and analysts as a measure of the working outcomes of our Properties.
Our Core Portfolio consists of our Properties owned and operated throughout all of 2025 and 2026. Core Portfolio earnings from property operations, excluding property administration, is helpful to traders for annual comparability because it removes the fluctuations related to acquisitions, tendencies and important transactions or distinctive conditions. Our Non-Core Portfolio contains all Properties that weren’t owned and operated throughout all of 2025 and 2026, together with six Properties in Florida impacted by Hurricane Ian and two Properties in California that have been impacted by storm and flooding occasions.
FFO and Normalized FFO
We outline FFO as internet earnings, computed in accordance with GAAP, excluding positive aspects or losses from gross sales of properties, depreciation and amortization associated to actual property, impairment costs and changes to mirror our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to mirror FFO on the identical foundation. We compute FFO in accordance with our interpretation of requirements established by the National Association of Real Estate Investment Trusts (“NAREIT”), which is probably not similar to FFO reported by different REITs that don’t outline the time period in accordance with the present NAREIT definition or that interpret the present NAREIT definition otherwise than we do.
We imagine FFO, as outlined by the Board of Governors of NAREIT, is usually a measure of efficiency for an fairness REIT. While FFO is a related and extensively used measure of working efficiency for fairness REITs, it doesn’t characterize money circulate from operations or internet earnings as outlined by GAAP, and it shouldn’t be thought of as an alternative choice to these indicators in evaluating liquidity or working efficiency.
We outline Normalized FFO as FFO excluding non-operating earnings and expense objects, corresponding to positive aspects and losses from early debt extinguishment, together with prepayment penalties, defeasance prices, transaction/pursuit prices and different, and different miscellaneous non-comparable objects. Normalized FFO introduced herein isn’t essentially similar to Normalized FFO introduced by different actual property firms resulting from the truth that not all actual property firms use the identical methodology for computing this quantity.
We imagine that FFO and Normalized FFO are useful to traders as supplemental measures of the efficiency of an fairness REIT. We imagine that by excluding the impact of positive aspects or losses from gross sales of properties, depreciation and amortization associated to actual property and impairment costs, that are primarily based on historic prices and could also be of restricted relevance in evaluating present efficiency, FFO can facilitate comparisons of working efficiency between durations and amongst different fairness REITs. We additional imagine that Normalized FFO supplies helpful info to traders, analysts and our administration as a result of it permits them to check our working efficiency to the working efficiency of different actual property firms and between durations on a constant foundation with out having to account for variations not associated to our regular operations. For instance, we imagine that excluding the early extinguishment of debt and different miscellaneous non-comparable objects from FFO permits traders, analysts and our administration to evaluate the sustainability of working efficiency in future durations as a result of these prices don’t have an effect on the longer term operations of the properties. In some instances, we offer details about recognized non-cash elements of FFO and Normalized FFO as a result of it permits traders, analysts and our administration to evaluate the impression of these objects.
Our definitions and calculations of those Non-GAAP monetary and working measures and different phrases might differ from the definitions and methodologies utilized by different REITs and, accordingly, is probably not comparable. These Non-GAAP monetary and working measures don’t characterize money generated from working actions in accordance with GAAP, nor do they characterize money out there to pay distributions and shouldn’t be thought of as an alternative choice to internet earnings, decided in accordance with GAAP, as a sign of our monetary efficiency, or to money flows from working actions, decided in accordance with GAAP, as a measure of our liquidity, neither is it indicative of funds out there to fund our money wants, together with our skill to make money distributions.
Management’s Discussion and Analysis (continued)
The following desk reconciles Net earnings out there for Common Stockholders to Income from property operations:
| Quarters Ended March 31, | ||||||||||||||
|
(quantities in 1000’s) |
2026 | 2025 | ||||||||||||
| Computation of Income from Property Operations: | ||||||||||||||
| Net earnings out there for Common Stockholders | $ | 107,904 | $ | 109,192 | ||||||||||
| Income allotted to non-controlling pursuits – Common OP Units | 3,587 | 5,201 | ||||||||||||
| Consolidated internet earnings | 111,491 | 114,393 | ||||||||||||
| Equity in (earnings)/lack of unconsolidated joint ventures | 877 | (4,901) | ||||||||||||
| Gross revenues from house gross sales, brokered resales and ancillary providers | (19,096) | (20,923) | ||||||||||||
| Interest earnings | (2,191) | (2,238) | ||||||||||||
| Income from different investments, internet | (1,774) | (2,018) | ||||||||||||
| Property administration | 18,671 | 20,430 | ||||||||||||
| Depreciation and amortization | 53,136 | 50,942 | ||||||||||||
| Cost of house gross sales, brokered resales and ancillary providers | 13,600 | 13,692 | ||||||||||||
| Home promoting bills and ancillary working bills | 6,823 | 6,168 | ||||||||||||
| General and administrative | 11,101 | 9,239 | ||||||||||||
| Casualty-related costs/(recoveries), internet | 68 | 217 | ||||||||||||
| Other bills | 1,233 | 1,878 | ||||||||||||
| Interest and associated amortization | 33,645 | 31,136 | ||||||||||||
| Income from property operations, excluding property administration | 227,584 | 218,015 | ||||||||||||
| Property administration | (18,671) | (20,430) | ||||||||||||
| Income from property operations | $ | 208,913 | $ | 197,585 | ||||||||||
The following desk presents a calculation of FFO out there for Common Stock and OP Unitholders and Normalized FFO out there for Common Stock and OP Unitholders:
| Quarters Ended March 31, | ||||||||||||||
|
(quantities in 1000’s) |
2026 | 2025 | ||||||||||||
| Computation of FFO and Normalized FFO: | ||||||||||||||
| Net earnings out there for Common Stockholders | $ | 107,904 | $ | 109,192 | ||||||||||
| Income allotted to non-controlling pursuits – Common OP Units | 3,587 | 5,201 | ||||||||||||
| Depreciation and amortization | 53,136 | 50,942 | ||||||||||||
| Depreciation on unconsolidated joint ventures | 1,477 | 1,331 | ||||||||||||
| FFO out there for Common Stock and OP Unit holders | 166,104 | 166,666 | ||||||||||||
| Insurance proceeds resulting from catastrophic climate occasion | 67 | — | ||||||||||||
|
Other objects (1) |
1,125 | — | ||||||||||||
| Normalized FFO out there for Common Stock and OP Unit holders | $ | 167,296 | $ | 166,666 | ||||||||||
| Weighted common Common Shares excellent – Fully Diluted | 200,176 | 200,074 | ||||||||||||
_____________________
(1)Represents bills of $1.1 million associated to non-operating authorized bills in the course of the quarter ended March 31, 2026.
Management’s Discussion and Analysis (continued)
Results of Operations
This part discusses the comparability of our outcomes of operations for the quarters ended March 31, 2026 and 2025. Our Core Portfolio might change from time-to-time relying on acquisitions, tendencies and important transactions or distinctive conditions. Our Core Portfolio consists of our Properties owned and operated throughout all of 2025 and 2026. Our Non-Core Portfolio contains all Properties that weren’t owned and operated throughout all of 2025 and 2026, together with six Properties in Florida impacted by Hurricane Ian and two Properties in California that have been impacted by storm and flooding occasions. For the comparability of our outcomes of operations for the quarters ended March 31, 2025 and March 31, 2024 and dialogue of our working actions, investing actions and financing actions for the quarters ended March 31, 2025 and March 31, 2024, discuss with 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, 2025, filed with the SEC on April 30, 2025.
Comparison of the Quarter Ended March 31, 2026 to the Quarter Ended March 31, 2025
Income from Property Operations
The following desk summarizes sure monetary and statistical information for our Core Portfolio and complete portfolio:
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||
| Quarters Ended March 31, | Quarters Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| (quantities in 1000’s) | 2026 | 2025 | Variance | % Change |
2026 | 2025 | Variance | % Change |
|||||||||||||||||||||||||||||||||||||||
|
MH base rental earnings (1) |
$ | 195,077 | $ | 184,521 | $ | 10,556 | 5.7 | % | $ | 195,296 | $ | 184,704 | $ | 10,592 | 5.7 | % | |||||||||||||||||||||||||||||||
|
Rental house earnings (1) |
3,771 | 3,382 | 389 | 11.5 | % | 3,794 | 3,393 | 401 | 11.8 | % | |||||||||||||||||||||||||||||||||||||
|
RV and marina base rental earnings (1) |
114,484 | 116,111 | (1,627) | (1.4) | % | 121,258 | 121,565 | (307) | (0.3) | % | |||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 18,066 | 16,204 | 1,862 | 11.5 | % | 18,299 | 16,342 | 1,957 | 12.0 | % | |||||||||||||||||||||||||||||||||||||
|
Membership improve income (2)(3) |
3,120 | 2,985 | 135 | 4.5 | % | 3,120 | 3,052 | 68 | 2.2 | % | |||||||||||||||||||||||||||||||||||||
|
Utility and different earnings (1) |
34,152 | 32,387 | 1,765 | 5.4 | % | 34,515 | 34,649 | (134) | (0.4) | % | |||||||||||||||||||||||||||||||||||||
| Property working revenues | 368,670 | 355,590 | 13,080 | 3.7 | % | 376,282 | 363,705 | 12,577 | 3.5 | % | |||||||||||||||||||||||||||||||||||||
| Utility expense | 40,147 | 39,461 | 686 | 1.7 | % | 41,183 | 40,269 | 914 | 2.3 | % | |||||||||||||||||||||||||||||||||||||
| Payroll | 27,459 | 27,483 | (24) | (0.1) | % | 28,440 | 28,271 | 169 | 0.6 | % | |||||||||||||||||||||||||||||||||||||
| Repairs and upkeep | 23,695 | 22,264 | 1,431 | 6.4 | % | 24,425 | 22,889 | 1,536 | 6.7 | % | |||||||||||||||||||||||||||||||||||||
|
Insurance and different (1)(4) |
26,116 | 26,253 | (137) | (0.5) | % | 27,360 | 27,539 | (179) | (0.6) | % | |||||||||||||||||||||||||||||||||||||
| Real property taxes | 21,476 | 21,068 | 408 | 1.9 | % | 22,100 | 21,643 | 457 | 2.1 | % | |||||||||||||||||||||||||||||||||||||
| Rental house working and upkeep | 1,347 | 1,146 | 201 | 17.5 | % | 1,353 | 1,148 | 205 | 17.9 | % | |||||||||||||||||||||||||||||||||||||
|
Membership gross sales and advertising (5) |
3,822 | 3,874 | (52) | (1.3) | % | 3,837 | 3,931 | (94) | (2.4) | % | |||||||||||||||||||||||||||||||||||||
| Property working bills, excluding property administration | 144,062 | 141,549 | 2,513 | 1.8 | % | 148,698 | 145,690 | 3,008 | 2.1 | % | |||||||||||||||||||||||||||||||||||||
|
Income from property operations, excluding property administration (6) |
224,608 | 214,041 | 10,567 | 4.9 | % | 227,584 | 218,015 | 9,569 | 4.4 | % | |||||||||||||||||||||||||||||||||||||
| Property administration | 18,671 | 20,430 | (1,759) | (8.6) | % | 18,671 | 20,430 | (1,759) | (8.6) | % | |||||||||||||||||||||||||||||||||||||
|
Income from property operations(6) |
$ | 205,937 | $ | 193,611 | $ | 12,326 | 6.4 | % | $ | 208,913 | $ | 197,585 | $ | 11,328 | 5.7 | % | |||||||||||||||||||||||||||||||
_____________________
(1)Rental earnings consists of the next complete portfolio earnings objects on this desk: 1) MH base rental earnings, 2) Rental house earnings, 3) RV and marina base rental earnings and 4) Utility earnings, which is calculated by subtracting Other earnings on the Consolidated Statements of Income and Comprehensive Income from Utility and different earnings on this desk. The distinction between the sum of the full portfolio earnings objects and Rental earnings on the Consolidated Statements of Income and Comprehensive Income is dangerous debt expense, which is introduced in Insurance and different on this desk.
(2)Membership improve product choices include two- to four-year time period subscription merchandise, that are acknowledged in Annual membership subscriptions. Prices for two-year merchandise vary between $4,000 to $8,000 and between roughly $7,000 to $14,000 for the four-year product, which leads to roughly $2,500 to $3,000 of earned income on an annual foundation.
(3)Membership improve income is internet of deferrals of $0.9 million for the quarter ended March 31, 2025.
(4)Includes dangerous debt expense for all durations introduced.
(5)Membership gross sales and advertising expense is internet of gross sales fee deferrals of $0.9 million and $0.3 million for the quarters ended March 31, 2026 and 2025, respectively.
(6)See Non-GAAP Financial Measures part of the Management’s Discussion and Analysis for definitions and reconciliations of those Non-GAAP measures to Net Income out there for Common Stockholders.
Total Portfolio earnings from property operations for the quarter ended March 31, 2026 elevated $11.3 million, or 5.7%, from the identical interval in 2025 pushed by a rise of $12.3 million, or 6.4%, from our Core Portfolio, offset by a lower of $1.0 million from our Non-Core Portfolio.
Management’s Discussion and Analysis (continued)
Property Operating Revenues
MH base rental earnings in our Core Portfolio for the quarter ended March 31, 2026 elevated $10.6 million, or 5.7%, from the identical interval in 2025, which displays 5.9% progress from fee will increase. The common month-to-month MH base rental earnings per Site in our Core Portfolio elevated to roughly $948 for the quarter ended March 31, 2026 from roughly $895 for the quarter ended March 31, 2025.
RV and marina base rental earnings is comprised of the next:
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||
| Quarters Ended March 31, | Quarters Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (quantities in 1000’s) | 2026 | 2025 | Variance | % Change |
2026 | 2025 | Variance | % Change |
||||||||||||||||||||||||||||||||||||||||||
| Annual | $ | 79,574 | $ | 76,334 | $ | 3,240 | 4.2 | % | $ | 82,300 | $ | 78,353 | $ | 3,947 | 5.0 | % | ||||||||||||||||||||||||||||||||||
| Seasonal | 22,806 | 26,776 | (3,970) | (14.8) | % | 25,343 | 28,623 | (3,280) | (11.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Transient | 12,104 | 13,001 | (897) | (6.9) | % | 13,615 | 14,589 | (974) | (6.7) | % | ||||||||||||||||||||||||||||||||||||||||
| RV and marina base rental earnings | $ | 114,484 | $ | 116,111 | $ | (1,627) | (1.4) | % | $ | 121,258 | $ | 121,565 | $ | (307) | (0.3) | % | ||||||||||||||||||||||||||||||||||
RV and marina base rental earnings in our Core Portfolio for the quarter ended March 31, 2026 decreased $1.6 million, or 1.4%, from the identical interval in 2025 resulting from a rise in Core Annual RV and marina base rental earnings of 4.2%, offset by decreases in Core Seasonal and Transient RV and marina base rental earnings of 14.8% and 6.9%, respectively. The decreases in Core Seasonal and Transient RV and marina base rental earnings have been primarily resulting from softer demand pushed partly by a lack of Canadian prospects.
Utility and different earnings in our Core Portfolio for the quarter ended March 31, 2026 elevated $1.8 million, or 5.4%, from the identical interval in 2025. The improve was primarily resulting from will increase of $1.4 million and $0.3 million in utility earnings and pass-through earnings, respectively. The improve in utility earnings was pushed by larger bills driving extra restoration primarily in sewer, trash, water and cable restoration earnings. The utility restoration fee (utility earnings divided by utility bills) for the quarters ended March 31, 2026 and 2025 have been roughly 50% and 48%, respectively. The improve in pass-through earnings was primarily pushed by will increase in actual property tax pass-throughs to prospects in Florida.
Property Operating Expenses
Property working bills, excluding property administration, in our Core Portfolio for the quarter ended March 31, 2026 elevated $2.5 million, or 1.8%, from the identical interval in 2025, pushed by will increase in Repairs and upkeep of $1.4 million, Utility expense of $0.7 million and Real property taxes of $0.4 million. The improve in Repairs and upkeep was primarily pushed by larger extraordinary restore and upkeep, garden and customary space upkeep bills and contract repairs, partially offset by decrease safety guard bills. The improve in Utility expense was resulting from will increase in trash, water and sewer expense, partially offset by a lower in electrical expense. The improve in Real property taxes was primarily resulting from a rise in actual property taxes in our Florida portfolio.
Management’s Discussion and Analysis (continued)
Home Sales and Other
The following desk summarizes sure monetary and statistical information for our Home Sales and Other Operations:
| Quarters Ended March 31, | ||||||||||||||||||||||||||
| (quantities in 1000’s, besides house gross sales volumes) | 2026 | 2025 | Variance | % Change |
||||||||||||||||||||||
| Gross revenues from new house gross sales | $ | 7,708 | $ | 9,429 | $ | (1,721) | (18.3) | % | ||||||||||||||||||
| Cost of recent house gross sales | 8,014 | 8,582 | (568) | (6.6) | % | |||||||||||||||||||||
| Gross revenues from used house gross sales | 828 | 774 | 54 | 7.0 | % | |||||||||||||||||||||
| Cost of used house gross sales | 1,235 | 530 | 705 | 133.0 | % | |||||||||||||||||||||
| Gross revenues from brokered resales and ancillary providers | 10,560 | 10,720 | (160) | (1.5) | % | |||||||||||||||||||||
| Cost of brokered resales and ancillary providers | 4,351 | 4,580 | (229) | (5.0) | % | |||||||||||||||||||||
| Home promoting and ancillary working bills | 6,823 | 6,168 | 655 | 10.6 | % | |||||||||||||||||||||
| Home gross sales volumes: | ||||||||||||||||||||||||||
| New house gross sales | 87 | 117 | (30) | (25.6) | % | |||||||||||||||||||||
| Used house gross sales | 142 | 57 | 85 | 149.1 | % | |||||||||||||||||||||
| Brokered house resales | 113 | 98 | 15 | 15.3 | % | |||||||||||||||||||||
Gross revenues from new house sales decreased $1.7 million and Cost of recent house gross sales decreased $0.6 million during the quarter ended March 31, 2026 in comparison with the quarter ended March 31, 2025 on account of a change in total gross sales combine, leading to a better share of decrease priced houses being bought in the course of the quarter ended March 31, 2026 as in comparison with the identical interval in 2025.
Rental Operations
The following desk summarizes sure monetary and statistical information for our MH Rental Operations:
| Quarters Ended March 31, | ||||||||||||||||||||||||||
|
(quantities in 1000’s, besides rental unit volumes) |
2026 | 2025 | Variance | % Change |
||||||||||||||||||||||
|
Rental operations income (1) |
$ | 9,721 | $ | 8,395 | $ | 1,326 | 15.8 | % | ||||||||||||||||||
| Rental house working and upkeep | 1,347 | 1,146 | 201 | 17.5 | % | |||||||||||||||||||||
|
Depreciation on rental houses (2) |
2,642 | 2,245 | 397 | 17.7 | % | |||||||||||||||||||||
| Gross funding in new manufactured house rental models | $ | 265,369 | $ | 214,484 | $ | 50,885 | 23.7 | % | ||||||||||||||||||
| Gross funding in used manufactured house rental models | $ | 14,084 | $ | 11,136 | $ | 2,948 | 26.5 | % | ||||||||||||||||||
| Net funding in new manufactured house rental models | $ | 222,842 | $ | 175,858 | $ | 46,984 | 26.7 | % | ||||||||||||||||||
| Net funding in used manufactured house rental models | $ | 11,055 | $ | 7,376 | $ | 3,679 | 49.9 | % | ||||||||||||||||||
| Number of occupied leases – new, finish of interval | 1,951 | 1,724 | 227 | 13.2 | % | |||||||||||||||||||||
| Number of occupied leases – used, finish of interval | 184 | 194 | (10) | (5.2) | % | |||||||||||||||||||||
______________________
(1)Consists of Site rental earnings and residential rental earnings. Approximately $6.0 million and $5.0 million of Site rental earnings is included in MH base rental earnings within the Core Portfolio Income from Property Operations desk for the quarters ended March 31, 2026 and 2025, respectively. The the rest of house rental earnings is included in rental house earnings in our Core Portfolio Income from Property Operations desk.
(2)Presented in Depreciation and amortization within the Consolidated Statements of Income and Comprehensive Income.
Rental operations revenues have been $1.3 million, or 15.8%, higher in the course of the quarter ended March 31, 2026 in comparison with the identical interval in 2025 primarily resulting from a 12.1% progress in occupancy and a 3.7% progress in fee.
Management’s Discussion and Analysis (continued)
Other Income and Expenses
The following desk summarizes Other earnings and bills, internet:
| Quarters Ended March 31, | ||||||||||||||||||||||||||
|
(quantities in 1000’s, bills proven as adverse) |
2026 | 2025 | Variance | % Change |
||||||||||||||||||||||
| Depreciation and amortization | $ | (53,136) | $ | (50,942) | $ | (2,194) | (4.3) | % | ||||||||||||||||||
| Interest earnings | 2,191 | 2,238 | (47) | (2.1) | % | |||||||||||||||||||||
| Income from different investments, internet | 1,774 | 2,018 | (244) | (12.1) | % | |||||||||||||||||||||
| General and administrative | (11,101) | (9,239) | (1,862) | (20.2) | % | |||||||||||||||||||||
| Other bills | (1,233) | (1,878) | 645 | 34.3 | % | |||||||||||||||||||||
| Interest and associated amortization | (33,645) | (31,136) | (2,509) | (8.1) | % | |||||||||||||||||||||
| Total different earnings and bills, internet | $ | (95,150) | $ | (88,939) | $ | (6,211) | (7.0) | % | ||||||||||||||||||
Total different earnings and bills, internet decreased $6.2 million, or 7.0%, for the quarter ended March 31, 2026 in comparison with the identical interval in 2025 primarily resulting from larger Interest and associated amortization, Depreciation and amortization and General and administrative expense.
Equity in earnings/(loss) of unconsolidated joint ventures
Equity in earnings/(loss) of unconsolidated joint ventures was $5.8 million decrease in the course of the quarter ended March 31, 2026 in comparison with the identical interval in 2025, primarily resulting from a distribution from an unconsolidated three way partnership that refinanced a secured mortgage and distributed proceeds in 2025.
Liquidity and Capital Resources
Liquidity
Our major calls for for liquidity embrace fee of working bills, dividend distributions, debt service, together with principal and curiosity, capital enhancements on Properties, house purchases and property acquisitions. We count on comparable demand for liquidity will proceed for the short-term and long-term. Our major sources of money embrace working money flows, proceeds from financings, borrowings underneath our unsecured Line of Credit (“LOC”) and proceeds from issuance of fairness and debt securities, together with issuances underneath our at-the-market (“ATM”) fairness providing program.
One of our said targets is to keep up monetary flexibility. Achieving this goal permits us to reap the benefits of strategic alternatives that will come up. When investing capital, we think about all potential makes use of, together with returning capital to our stockholders or the situations underneath which we might repurchase our inventory. These situations embrace, however will not be restricted to, market worth, stability sheet flexibility, different opportunistic capital makes use of and capital necessities. We imagine efficient administration of our stability sheet, together with sustaining numerous entry factors to lift capital, managing future debt maturities and borrowing at aggressive charges, allows us to satisfy this goal. Accessing long-term, low-cost secured debt continues to be our focus.
As of March 31, 2026 and December 31, 2025, secured debt encumbered a complete of 112 of our Properties, and the gross carrying worth of such Properties was roughly $3,284.3 million and $3,266.6 million, respectively.
On November 1, 2024, we entered into our present ATM fairness providing program with sure gross sales brokers, pursuant to which we might promote, from time-to-time, shares of our widespread inventory, par worth $0.01 per share, having an combination providing worth of as much as $700.0 million. As of March 31, 2026, the total capability of our present ATM fairness providing program remained out there for issuance.
As of March 31, 2026, we had out there liquidity within the type of roughly 406.1 million shares of approved and unissued widespread inventory, par worth $0.01 per share, and 10.0 million shares of approved and unissued most well-liked inventory registered on the market underneath the Securities Act of 1933, as amended.
We additionally make the most of rate of interest swaps so as to add stability to our curiosity expense and to handle our publicity to rate of interest actions. Interest fee swaps designated as money circulate hedges contain the receipt of variable quantities from a counterparty in change for making fixed-rate funds over the lifetime of the agreements with out change of the underlying notional quantity. The adjustments within the honest worth of the designated by-product are recorded in Accumulated different complete earnings/(loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income within the interval that the hedged forecasted transaction impacts earnings. For extra info
Management’s Discussion and Analysis (continued)
concerning our rate of interest swaps, see Part I. Item 1. Financial Statements—Note 7. Derivative Instruments and Hedging Activities.
We count on to satisfy our short-term liquidity necessities, together with principal funds, capital enhancements and dividend distributions for the subsequent twelve months, typically by way of out there money, internet money offered by working actions, issuances of fairness underneath our ATM fairness providing program and our LOC. As of March 31, 2026, our LOC had a remaining borrowing capability of $410.4 million with the choice to extend the borrowing capability by $200.0 million, topic to sure situations. The LOC bears curiosity at a fee of SOFR plus 0.10% plus 1.25% to 1.65% and requires an annual facility price of 0.20% to 0.35%.
We count on to satisfy sure long-term liquidity necessities, corresponding to scheduled debt maturities, property acquisitions and capital enhancements, utilizing long-term collateralized and uncollateralized borrowings, together with the present LOC and the issuance of debt securities or the issuance of fairness together with underneath our ATM fairness providing program.
The following desk summarizes our money flows exercise:
| For the quarters ended March 31, | |||||||||||
| (quantities in 1000’s) | 2026 | 2025 | |||||||||
| Net money offered by working actions | $ | 194,232 | $ | 193,390 | |||||||
| Net money utilized in investing actions | (44,296) | (42,321) | |||||||||
| Net money utilized in financing actions | (136,832) | (128,169) | |||||||||
| Net improve (lower) in money and restricted money | $ | 13,104 | $ | 22,900 | |||||||
Operating Activities
Net money offered by working actions elevated $0.8 million to $194.2 million for the quarter ended March 31, 2026 from $193.4 million for the quarter ended March 31, 2025. The improve in internet money offered by working actions was primarily resulting from a rise in money inflows associated to accounts payable and different liabilities, partially offset by a rise in money outflows associated to manufactured houses, internet, a lower in money inflows in different belongings, internet and a lower in internet earnings.
The following desk summarizes our buy and sale exercise of manufactured houses:
| For the quarters ended March 31, | ||||||||||||||
|
(quantities in 1000’s) |
2026 | 2025 | ||||||||||||
| Purchase of manufactured houses | $ | (21,962) | $ | (11,273) | ||||||||||
| Sale of manufactured houses | 7,649 | 8,199 | ||||||||||||
| Manufactured houses, internet | $ | (14,313) | $ | (3,074) | ||||||||||
Investing Activities
Net money utilized in investing actions elevated $2.0 million to $44.3 million for the quarter ended March 31, 2026 from $42.3 million for the quarter ended March 31, 2025. The improve was primarily pushed by money outflows associated to capital enhancements and reduces in distributions of capital from unconsolidated joint ventures and proceeds from insurance coverage claims, internet, offset by a lower in funding in unconsolidated joint ventures.
Capital Improvements
The following desk summarizes capital enhancements:
| For the quarters ended March 31, | |||||||||||
| (quantities in 1000’s) | 2026 | 2025 | |||||||||
|
Asset preservation (1) |
$ | 9,989 | $ | 9,755 | |||||||
|
Improvements and renovations(2) |
8,165 | 6,383 | |||||||||
|
Property upgrades and growth (3) |
20,012 | 25,461 | |||||||||
|
Site growth (4) |
4,640 | 1,671 | |||||||||
| Total property enhancements | 42,806 | 43,270 | |||||||||
| Corporate | 2,479 | 1,932 | |||||||||
| Total capital enhancements | $ | 45,285 | $ | 45,202 | |||||||
______________________
Management’s Discussion and Analysis (continued)
(1)Includes repairs of property infrastructure together with utilities and streets and substitute of group gear and automobiles.
(2)Includes enhancements to facilities corresponding to buildings, widespread areas, swimming swimming pools and substitute of furnishings and website facilities.
(3)Includes $3.2 million and $7.4 million of restoration and enchancment capital expenditures associated to hurricane occasions for the quarters ended March 31, 2026 and 2025, respectively.
(4)Includes capital expenditures to enhance the infrastructure required to set manufactured houses.
Financing Activities
Net money utilized in financing actions elevated $8.6 million to $136.8 million for the quarter ended March 31, 2026 from $128.2 million for the quarter ended March 31, 2025. The improve was primarily resulting from a rise in distributions to widespread inventory holders of $8.6 million.
Contractual Obligations
Significant ongoing contractual obligations consist primarily of long-term borrowings, curiosity expense, working leases, LOC upkeep charges and floor leases. For a abstract and full presentation and outline of our ongoing commitments and contractual obligations, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations in our 2025 Form 10-Okay.
Off-Balance Sheet Arrangements
As of March 31, 2026, we have now no off-balance sheet preparations.
Critical Accounting Policies and Estimates
Refer to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-Okay for a dialogue of our crucial accounting insurance policies. There have been no important adjustments to our crucial accounting insurance policies and estimates in the course of the quarter ended March 31, 2026.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains sure “forward-looking statements” throughout the which means of the Private Securities Litigation Reform Act of 1995. When used, phrases corresponding to “anticipate,” “expect,” “believe,” “project,” “estimate,” “intend,” “may be” and “will be” and comparable phrases or phrases, or the adverse thereof, until the context requires in any other case, are meant to determine forward-looking statements and will embrace, with out limitation, info concerning our expectations, targets or intentions concerning the longer term, and the anticipated impact of our acquisitions. These forward-looking statements are topic to quite a few assumptions, dangers and uncertainties that might trigger precise outcomes or outcomes to vary materially from these expressed in a forward-looking assertion resulting from a variety of elements, together with, however not restricted to:
•our skill to regulate prices, and actual property market situations, our skill to retain prospects, the precise use of Sites by prospects and our success in buying new prospects at our Properties (together with those who we might purchase);
•our skill to keep up historic or improve future rental charges and occupancy with respect to properties presently owned or that we might purchase;
•our skill to draw and retain prospects coming into, renewing and upgrading membership subscriptions;
•our assumptions about rental and residential gross sales markets;
•our skill to handle counterparty danger;
•our skill to resume our insurance coverage insurance policies at current charges and on constant phrases;
•house gross sales outcomes might be impacted by the flexibility of potential homebuyers to promote their current residences in addition to by monetary, credit score and capital markets volatility;
•outcomes from house gross sales and occupancy will proceed to be impacted by native financial situations, together with an enough provide of houses at affordable prices, lack of reasonably priced manufactured house financing and competitors from different housing choices together with site-built single-family housing;
•impression of presidency intervention to stabilize site-built single-family housing and never manufactured housing;
•impression of public well being crises, corresponding to extremely infectious or contagious ailments on our enterprise operations, our residents, our prospects, our workers and the financial system typically;
•efficient integration of latest acquisitions and our estimates concerning the longer term efficiency of latest acquisitions;
•our skill to execute growth/growth alternatives within the face of adjustments impacting the provision chain or labor markets;
•the completion of future transactions of their entirety, if any, and timing and efficient integration with respect thereto;
•unanticipated prices or unexpected liabilities related to latest acquisitions;
•the impact of potential injury from pure disasters, together with hurricanes and different weather-related occasions, which might lead to substantial prices to our enterprise;
Management’s Discussion and Analysis (continued)
•our skill to acquire financing or refinance current debt on favorable phrases or in any respect;
•the impact of inflation and rates of interest, together with the impression of adjustments in tariffs, in addition to prices related to provide chain disruptions;
•the impact from any breach of our, or any of our distributors’ information administration techniques;
•the dilutive results of issuing extra securities;
•the potential impression of fabric weaknesses, if any, in our inside management over monetary reporting;
•the end result of pending or future lawsuits or actions introduced by or in opposition to us, together with these disclosed in our filings with the Securities and Exchange Commission; and
•different dangers indicated infrequently in our filings with the Securities and Exchange Commission.
For additional info on these and different elements that might impression us and the statements contained herein, discuss with Part I. Item 1A. Risk Factors within the 2025 Form 10-Okay and Part II. Item 1A. Risk Factors herein.
These forward-looking statements are primarily based on administration’s current expectations and beliefs about future occasions. As with any projection or forecast, these statements are inherently vulnerable to uncertainty and adjustments in circumstances. We are underneath no obligation to, and expressly disclaim any obligation to, replace or alter our forward-looking statements whether or not on account of such adjustments, new info, subsequent occasions or in any other case.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We disclosed a quantitative and qualitative evaluation concerning market danger in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2025 Form 10-Okay. There have been no materials adjustments within the assumptions used or outcomes obtained concerning market danger since December 31, 2025.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our administration, with the participation of our Chief Executive Officer (principal government officer) and Chief Financial Officer (principal monetary officer), has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on that analysis, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have been efficient to provide affordable assurances to the well timed assortment, analysis and disclosure of knowledge regarding us that might probably be topic to disclosure underneath the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the principles and rules promulgated thereunder as of March 31, 2026. Any controls and procedures, regardless of how nicely designed and operated, can present solely affordable assurance of attaining the specified management targets.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, there have been no adjustments in our inside management over monetary reporting (as outlined in Rules 13a-15(f) and 15d-15(f) underneath the Exchange Act) which have materially affected, or are moderately more likely to materially have an effect on, our inside management over monetary reporting.
Part II – Other Information
Item 1.Legal Proceedings
See Part I. Item 1. Financial Statements—Note 10. Commitments and Contingencies accompanying the Consolidated Financial Statements on this Quarterly Report on Form 10-Q.
Item 1A.Risk Factors
An outline of the chance elements related to our enterprise are mentioned in Item 1A. Risk Factors in our 2025 Form 10-Okay. On April 1, 2026, we renewed our property and casualty insurance coverage insurance policies. We have up to date our danger elements disclosed in Part I. Item 1A. Risk Factors in our 2025 Form 10-Okay with the chance issue described beneath.
Some Potential Losses Are Not Covered by Insurance
We carry complete insurance coverage protection for losses ensuing from property injury and environmental legal responsibility and enterprise interruption claims on all of our Properties. In addition, we stock legal responsibility protection for different actions not particularly associated to property operations. These coverages embrace, however will not be restricted to, Directors & Officers legal responsibility, Employment Practices legal responsibility, Fiduciary legal responsibility and Cyber legal responsibility. We imagine that the coverage specs and protection limits of those insurance policies ought to be enough and acceptable given the relative danger of loss, the price of insurance coverage and trade apply. There are, nevertheless, sure kinds of losses, corresponding to punitive damages, lease and different contract claims that typically will not be insured. Should an uninsured loss or a loss in extra of protection limits happen, we might lose all or a portion of the capital we have now invested in a Property or the anticipated future income from a Property. In such an occasion, we’d nonetheless stay obligated for any mortgage debt or different monetary obligations associated to the Property.
Our present property and casualty insurance coverage insurance policies with respect to our MH and RV Properties, which we plan to resume, expire on April 1, 2027. We have a $125.0 million per incidence restrict with respect to our MH and RV all-risk property insurance coverage program, which incorporates $75.0 million of protection per incidence for named windstorms, which embrace, for instance, hurricanes. The loss restrict is topic to extra sub-limits as set forth within the coverage type, together with, amongst others, a $25.0 million combination loss restrict for earthquake(s) in California. The deductibles for this coverage primarily vary from $500,000 minimal to five.0% per unit of insurance coverage for many catastrophic occasions. For most catastrophic occasions, there may be an extra $5.0 million combination deductible. We have separate insurance coverage insurance policies with respect to our marina Properties. Those casualty insurance policies expire on November 1, 2026, and the property insurance coverage program renewed on April 1, 2026. The marina property insurance coverage program has a $30.0 million per incidence restrict, topic to self-insurance and a minimal deductible of $100,000 plus, for named windstorms, 5.0% per unit of insurance coverage topic to a $500,000 minimal. A deductible signifies our most publicity, topic to coverage limits and sub-limits, within the occasion 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
During the quarter ended March 31, 2026, not one of the Company’s administrators or officers
Item 6.Exhibits
| 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. |
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| 32.2 |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. |
||||
| 101.INS | XBRL Instance Document – the occasion doc doesn’t seem within the Interactive Data File as a result of its XBRL tags are embedded throughout the Inline XBRL doc. | ||||
| 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 throughout the Inline XBRL doc) | ||||
Pursuant to the necessities of the Securities Exchange Act of 1934, the Registrant has duly precipitated this Report to be signed on its behalf by the undersigned thereunto duly approved.
| EQUITY LIFESTYLE PROPERTIES, INC. | ||||||||
|
Date: April 28, 2026 |
By: | /s/ Marguerite Nader | ||||||
| Marguerite Nader | ||||||||
| Vice Chairman and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
|
Date: April 28, 2026 |
By: | /s/ Paul Seavey | ||||||
| Paul Seavey | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
|
Date: April 28, 2026 |
By: | /s/ Caroline Karp | ||||||
| Caroline Karp | ||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||
| (Principal Accounting Officer) | ||||||||
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