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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________ 
FORM 10-Q
_________________________________________________________ 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
Commission file number: 1-11718
_________________________________________________________ 
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________ 
Maryland
36-3857664
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
Two North Riverside Plaza, Suite 800, Chicago, Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
(312) 279-1400
(Registrant’s Telephone Number, Including Area Code)
_________________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
85,296,903 shares of Common Stock as of July 25, 2016.
 



Equity LifeStyle Properties, Inc.
Table of Contents
 
 
 
Page
Item 1.
Financial Statements
 
Index To Financial Statements
 
Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015
Consolidated Statements of Income and Comprehensive Income for the quarters and six months ended June 30, 2016 and 2015 (unaudited)
Consolidated Statements of Changes in Equity for the six months ended June 30, 2016 (unaudited)
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




2


Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of June 30, 2016 and December 31, 2015
(amounts in thousands, except share and per share data)

 
June 30,
2016
 
December 31,
2015
 
(unaudited)
 
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,142,651

 
$
1,101,676

Land improvements
2,867,006

 
2,787,882

Buildings and other depreciable property
608,204

 
588,041

 
4,617,861

 
4,477,599

Accumulated depreciation
(1,339,298
)
 
(1,282,423
)
Net investment in real estate
3,278,563

 
3,195,176

Cash
74,871

 
80,258

Notes receivable, net
33,837

 
35,463

Investment in unconsolidated joint ventures
23,223

 
17,741

Deferred commission expense
31,084

 
30,865

Escrow deposits, goodwill, and other assets, net
43,997

 
40,897

Total Assets
$
3,485,575

 
$
3,400,400

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
1,915,834

 
$
1,926,880

Term loan
199,276

 
199,172

Unsecured lines of credit

 

Accrued expenses and accounts payable
79,418

 
76,044

Deferred revenue – upfront payments from right-to-use contracts
79,505

 
78,405

Deferred revenue – right-to-use annual payments
13,017

 
9,878

Accrued interest payable
8,488

 
8,715

Rents and other customer payments received in advance and security deposits
84,821

 
74,300

Distributions payable
39,300

 
34,315

Total Liabilities
2,419,659

 
2,407,709

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value, 9,945,539 shares authorized as of June 30, 2016 and December 31, 2015; none issued and outstanding.

 

6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of June 30, 2016 and December 31, 2015 at liquidation value
136,144

 
136,144

Common stock, $0.01 par value, 200,000,000 shares authorized as of June 30, 2016 and December 31, 2015; 85,295,182 and 84,253,065 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
852

 
843

Paid-in capital
1,094,152

 
1,039,140

Distributions in excess of accumulated earnings
(236,623
)
 
(250,506
)
Accumulated other comprehensive loss
(1,197
)
 
(553
)
Total Stockholders’ Equity
993,328

 
925,068

Non-controlling interests – Common OP Units
72,588

 
67,623

Total Equity
1,065,916

 
992,691

Total Liabilities and Equity
$
3,485,575

 
$
3,400,400









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

3


Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Quarters Ended and Six Months Ended June 30, 2016 and 2015
(amounts in thousands, except per share data)
(unaudited)
 
Quarters Ended
 
Six Months Ended
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Revenues:
 
 
 
 
 
 
 
Community base rental income
$
115,385

 
$
110,073

 
$
229,461

 
$
219,343

Rental home income
3,543

 
3,559

 
7,088

 
7,113

Resort base rental income
44,732

 
41,427

 
100,166

 
93,072

Right-to-use annual payments
11,187

 
10,945

 
22,241

 
21,926

Right-to-use contracts current period, gross
3,086

 
3,578

 
5,618

 
6,375

Right-to-use contract upfront payments, deferred, net
(798
)
 
(1,455
)
 
(1,100
)
 
(2,228
)
Utility and other income
19,523

 
18,901

 
40,316

 
37,983

Gross revenues from home sales
9,130

 
9,526

 
17,344

 
16,463

Brokered resale revenues and ancillary services revenues, net
398

 
1,012

 
1,816

 
2,994

Interest income
1,625

 
1,736

 
3,285

 
3,556

Income from other investments, net
2,270

 
2,178

 
3,993

 
3,297

Total revenues
210,081

 
201,480

 
430,228

 
409,894

Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
66,647

 
64,178

 
129,601

 
125,295

Rental home operating and maintenance
1,581

 
1,689

 
3,106

 
3,358

Real estate taxes
12,869

 
12,652

 
26,067

 
25,246

Sales and marketing, gross
2,931

 
3,512

 
5,424

 
6,034

Right-to-use contract commissions, deferred, net
(116
)
 
(764
)
 
(12
)
 
(1,007
)
Property management
12,044

 
11,099

 
23,807

 
22,389

Depreciation on real estate assets and rental homes
29,029

 
28,335

 
57,684

 
56,451

Amortization of in-place leases
428

 
669

 
763

 
1,334

Cost of home sales
9,481

 
9,093

 
17,762

 
15,817

Home selling expenses
805

 
720

 
1,639

 
1,525

General and administrative
8,255

 
7,541

 
15,663

 
14,947

Property rights initiatives and other
527

 
694

 
1,181

 
1,247

Early debt retirement

 
(69
)
 

 
16,922

Interest and related amortization
25,561

 
26,145

 
51,195

 
53,421

Total expenses
170,042

 
165,494

 
333,880

 
342,979

Income before equity in income of unconsolidated joint ventures
40,039

 
35,986

 
96,348

 
66,915

Equity in income of unconsolidated joint ventures
765

 
840

 
1,646

 
1,724

Consolidated net income
40,804

 
36,826

 
97,994

 
68,639

 
 
 
 
 
 
 
 
Income allocated to non-controlling interests – Common OP Units
(2,998
)
 
(2,724
)
 
(7,308
)
 
(5,054
)
Series C Redeemable Perpetual Preferred Stock Dividends
(2,316
)
 
(2,316
)
 
(4,613
)
 
(4,613
)
Net income available for Common Stockholders
$
35,490

 
$
31,786

 
$
86,073

 
$
58,972

 
 
 
 
 
 
 
 
Consolidated net income
$
40,804

 
$
36,826

 
$
97,994

 
$
68,639

Other comprehensive (loss) income (“OCI”):
 
 
 
 
 
 
 
Adjustment for fair market value of swap
(36
)
 
204

 
(644
)
 
(653
)
Consolidated comprehensive income
40,768

 
37,030

 
97,350

 
67,986

Comprehensive income allocated to non-controlling interests – Common OP Units
(2,995
)
 
(2,740
)
 
(7,257
)
 
(5,003
)
Series C Redeemable Perpetual Preferred Stock Dividends
(2,316
)
 
(2,316
)
 
(4,613
)
 
(4,613
)
Comprehensive income attributable to Common Stockholders
$
35,457

 
$
31,974

 
$
85,480

 
$
58,370









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

4


Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income (Continued)
For the Quarters Ended and Six Months Ended June 30, 2016 and 2015
(amounts in thousands, except per share data)
(unaudited)
 
Quarters Ended
 
Six Months Ended
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Earnings per Common Share – Basic:
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
0.42

 
$
0.38

 
$
1.02

 
$
0.70

Earnings per Common Share – Fully Diluted:
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
0.42

 
$
0.38

 
$
1.01

 
$
0.70

 
 
 
 
 
 
 
 
Distributions declared per Common Share outstanding
$
0.425

 
$
0.375

 
$
0.850

 
$
0.750

Weighted average Common Shares outstanding – basic
84,516

 
84,031

 
84,419

 
83,996

Weighted average Common Shares outstanding – fully diluted
92,264

 
91,851

 
92,163

 
91,829




















































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

5


Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes in Equity
For the Six Months Ended June 30, 2016
(amounts in thousands)
(unaudited)
 
Common
Stock
 
Paid-in
Capital
 
6.75%  Series C Cumulative
Redeemable
Perpetual
Preferred  Stock
 
Distributions
in Excess of
Accumulated
Earnings
 
Non-
controlling
interests –
Common OP
Units
 
Accumulated
Other
Comprehensive
Loss
 
Total
Equity
Balance, December 31, 2015
$
843

 
$
1,039,140

 
$
136,144

 
$
(250,506
)
 
$
67,623

 
$
(553
)
 
$
992,691

Conversion of Common OP Units to Common Stock

 
38

 

 

 
(38
)
 

 

Issuance of Common Stock through exercise of options
2

 
5,230

 

 

 

 

 
5,232

Issuance of Common Stock through employee stock purchase plan

 
275

 

 

 

 

 
275

Issuance of Common Stock
7

 
49,993

 

 

 

 

 
50,000

Compensation expenses related to restricted stock

 
4,393

 

 

 

 

 
4,393

Repurchase of Common Stock or Common OP units

 
(274
)
 

 

 

 

 
(274
)
Adjustment for Common OP Unitholders in the Operating Partnership

 
(3,820
)
 

 

 
3,820

 

 

Adjustment for fair market value of swap

 

 

 

 

 
(644
)
 
(644
)
Net income

 

 
4,614

 
86,073

 
7,308

 

 
97,995

Distributions

 

 
(4,614
)
 
(72,190
)
 
(6,125
)
 

 
(82,929
)
Other

 
(823
)
 

 

 

 

 
(823
)
Balance, June 30, 2016
$
852

 
$
1,094,152

 
$
136,144

 
$
(236,623
)
 
$
72,588

 
$
(1,197
)
 
$
1,065,916



































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

6


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2016 and 2015
(amounts in thousands)
(unaudited) 
 
June 30,
2016
 
June 30,
2015
Cash Flows From Operating Activities:
 
 
 
Consolidated net income
$
97,994

 
$
68,639

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
Early debt retirement

 
16,922

Depreciation
58,242

 
56,989

Amortization of in-place leases
763

 
1,334

Amortization of loan costs
1,876

 
2,103

Debt premium amortization
(1,730
)
 
(2,094
)
Equity in income of unconsolidated joint ventures
(1,646
)
 
(1,724
)
Distributions of income from unconsolidated joint ventures
1,041

 
1,161

Amortization of stock-related compensation
4,393

 
3,960

Revenue recognized from right-to-use contract upfront payments
(4,518
)
 
(4,147
)
Commission expense recognized related to right-to-use contracts
2,019

 
1,696

Long term incentive plan compensation
(3,852
)
 
657

Recovery of uncollectible rents receivable
(679
)
 
(344
)
Changes in assets and liabilities:
 
 
 
Notes receivable activity, net
361

 
(101
)
Deferred commission expense
(2,238
)
 
(3,067
)
Escrow deposits, goodwill and other assets
13,137

 
27,540

Accrued expenses and accounts payable
2,453

 
18,475

Deferred revenue – upfront payments from right-to-use contracts
5,618

 
6,375

Deferred revenue – right-to-use annual payments
3,139

 
3,492

Rents received in advance and security deposits
10,434

 
12,080

Net cash provided by operating activities
186,807

 
209,946

Cash Flows From Investing Activities:
 
 
 
Real estate acquisition
(76,203
)
 
(23,687
)
Investment in unconsolidated joint ventures
(5,000
)
 
(4,000
)
Repayments of notes receivable
5,176

 
5,366

Issuance of notes receivable
(4,356
)
 
(4,035
)
Capital improvements
(55,707
)
 
(42,259
)
Net cash used in investing activities
(136,090
)
 
(68,615
)
Cash Flows From Financing Activities:
 
 
 
Proceeds from stock options and employee stock purchase plan
5,233

 
4,252

Gross proceeds from sale of Common Stock
50,000

 

Distributions:
 
 
 
Common Stockholders
(67,565
)
 
(58,862
)
Common OP Unitholders
(5,766
)
 
(5,057
)
Preferred Stockholders
(4,613
)
 
(4,613
)
Principal payments and mortgage debt payoff
(32,564
)
 
(437,279
)
New mortgage notes payable financing proceeds

 
395,323

Debt issuance and defeasance costs
(5
)
 
(23,541
)
Other
(824
)
 
(323
)
Net cash used in financing activities
(56,104
)
 
(130,100
)
Net (decrease) increase in cash and cash equivalents
(5,387
)
 
11,231

Cash, beginning of period
80,258

 
73,714

Cash, end of period
$
74,871

 
$
84,945








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

7


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows (continued)
For the Six Months Ended June 30, 2016 and 2015
(amounts in thousands)
(unaudited)
 
June 30,
2016
 
June 30,
2015
Supplemental Information:
 
 
 
Cash paid during the period for interest
$
53,121

 
$
54,330

Capital improvements – used homes acquired by repossessions
$
445

 
$
443

Net repayments of notes receivable – used homes acquired by repossessions
$
(445
)
 
$
(443
)
Building and other depreciable property – reclassification of rental homes
$
15,986

 
$
14,046

Escrow deposits and other assets – reclassification of rental homes
$
(15,986
)
 
$
(14,046
)
 
 
 
 
Real estate acquisitions:
 
 
 
Investment in real estate
$
(100,148
)
 
$
(23,900
)
Escrow deposits and other assets
(20
)
 
(53
)
Debt assumed and financed on acquisition
22,010

 

Accrued expenses and accounts payable
1,955

 
62

Rents and other customer payments received in advance and security deposits

 
204

Real estate acquisitions, net
$
(76,203
)
 
$
(23,687
)













































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

8


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Definition of Terms
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and other consolidated subsidiaries (“Subsidiaries”) are referred to herein as “we,” “us,” and “our.” Capitalized terms used but not defined herein are as defined in our Annual Report on Form 10-K (“2015 Form 10-K”) for the year ended December 31, 2015.
Note 1 – Summary of Significant Accounting Policies
(a)
Basis of Presentation and Principles of Consolidation
We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB.” The FASB sets generally accepted accounting principles (“GAAP”), which we follow to ensure that we consistently report our financial condition, results of operations and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (the “Codification”).
These unaudited Consolidated Financial Statements have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in the 2015 Form 10-K. The following notes to the Consolidated Financial Statements highlight significant changes to the notes included in the 2015 Form 10-K and present interim disclosures as required by the SEC. The accompanying Consolidated Financial Statements reflect, in the opinion of management, all adjustments and estimates necessary for a fair presentation of the interim financial statements, which are of a normal, recurring nature. Revenues are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full year results.
The accompanying Consolidated Financial Statements include the consolidation of our accounts. We do not have controlling interests in any of our joint ventures (“JV”), which are therefore treated under the equity method of accounting and not consolidated in our financial statements. The holders of limited partnership interests in the Operating Partnership (“Common OP Unitholders”) receive an allocation of net income that is based on their respective ownership percentage of the Operating Partnership which is shown in our Consolidated Financial Statements as Non-controlling interests-Common OP Units. All significant intercompany balances and transactions have been eliminated in consolidation.
Effective January 1, 2016, we adopted (“ASU 2015-02”) Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 required us to evaluate whether we should consolidate certain legal entities. Principally, the new consolidation standard modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE") or voting interest entities. Based on our review and subsequent analysis of the structure of our legal entities, we concluded that the Operating Partnership is a VIE because the limited partners of the Operating Partnership do not have substantive kick-out or participating rights. We are the general partner and controlling owner of approximately 92.2% of the Operating Partnership and we will continue to consolidate the Operating Partnership under this new guidance. With respect to our investment in unconsolidated joint ventures, the new consolidation standard did not have an impact on our previous consolidation conclusions.
Effective January 1, 2016, we adopted (“ASU 2015-03”) Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and (“ASU 2015-15”) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-03 requires that debt issuance costs be deducted from the carrying value of the financial liability and not recorded as separate assets, previously classified as deferred financing costs. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-15 states that presentation of costs associated with securing a revolving line of credit as an asset is permitted, regardless of whether a balance is outstanding. ASU 2015-03 and 2015-15 require retrospective adoption and as a result we reclassified deferred financing costs on our Consolidated Balance Sheets as of December 31, 2015, as presented herein (See Note 7 to the Consolidated Financial Statements for further details).
(b)
Identified Intangibles and Goodwill
As of June 30, 2016 and December 31, 2015, the gross carrying amount of identified intangible assets and goodwill, a component of escrow deposits, goodwill and other assets, net on our consolidated balance sheets, was approximately $12.1 million. As of June 30, 2016 and December 31, 2015, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangible assets was approximately $2.7 million and $2.6 million as of June 30, 2016 and December 31, 2015, respectively. For the quarters and six months ended June 30, 2016 and 2015, amortization expense for the identified intangible assets was approximately $0.1 million.

9


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies (continued)

(c)
Restricted Cash
Our cash balance as of June 30, 2016 and December 31, 2015 included approximately $5.3 million and $5.0 million respectively, of restricted cash for the payment of capital improvements, insurance or real estate taxes.
(d)
Fair Value of Financial Instruments
Our financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swaps and mortgage notes payable. We disclose the estimated fair value of our financial instruments according to a fair value hierarchy (Level 1, 2 and 3).
Our mortgage notes payable and term loan, excluding deferred financing costs of approximately $18.9 million and $19.7 million, respectively, had a carrying value of approximately $2.1 billion as of June 30, 2016 and December 31, 2015, and a fair value of approximately $2.2 billion as of June 30, 2016 and December 31, 2015, respectively. The fair value is measured using quoted prices and observable inputs from similar liabilities (Level 2). At June 30, 2016 and December 31, 2015, our cash flow hedge of interest rate risk included in accrued expenses and accounts payable was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). We consider our own credit risk as well as the credit risk of our counterparties when evaluating the fair value of our derivative. The fair values of our notes receivable approximate their carrying or contract values. We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions, as discussed in Note 4 to the Consolidated Financial Statements.
(e)
Deferred Financing Costs, net
Deferred financing costs includes fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans on a basis that approximates level yield. Unamortized deferred financing fees are written-off when debt is retired before the maturity date. Upon amendment of the line of credit or refinancing of mortgage debt, unamortized deferred financing fees are accounted for in accordance with Codification Sub-Topic Modifications and Extinguishments (“FASB ASC 470-50-40”). Accumulated amortization for such costs was $35.6 million and $33.7 million at June 30, 2016 and December 31, 2015, respectively.
(f)
Recent Accounting Pronouncements
In June 2016, the FASB issued (“ASU 2016-13”) Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. We are currently in the process of evaluating the potential impact, if any, that adoption of this standard may have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ("ASU 2016-02") Leases. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the potential impact this standard may have on our consolidated financial statements and related disclosures.
In May 2014, the FASB issued ("ASU 2014-09") Revenue from Contracts with Customers which along with related subsequent amendments will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of ASU 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 does not apply to lease contracts accounted for under ASC 840, Leases. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On July 9, 2015, the FASB deferred the effective date by one year for annual reporting periods beginning after December 15, 2017. The FASB will permit early adoption of the

10


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies (continued)

standard, but not before the original effective date of December 15, 2016. We are currently in the process of evaluating the impact that adoption of the standard will have on our consolidated financial statements and related disclosures.
Note 2 – Earnings Per Common Share
The following table sets forth the computation of the basic and diluted earnings per Common Share for the quarters and six months ended June 30, 2016 and 2015 (amounts in thousands, except per share data):
 
Quarters Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Numerators:
 
 
 
 
 
 
 
Net Income Available for Common Stockholders:
 
 
 
 
 
 
 
Net income available for Common Stockholders – basic
$
35,490

 
$
31,786

 
$
86,073

 
$
58,972

Amounts allocated to dilutive securities
2,998

 
2,724

 
7,308

 
5,054

Net income available for Common Stockholders – fully diluted
$
38,488

 
$
34,510

 
$
93,381

 
$
64,026

Denominator:
 
 
 
 
 
 
 
Weighted average Common Shares outstanding – basic
84,516

 
84,031

 
84,419

 
83,996

Effect of dilutive securities:
 
 
 
 
 
 
 
Redemption of Common OP Units for Common Shares
7,205

 
7,221

 
7,206

 
7,223

Stock options and restricted shares
543

 
599

 
538

 
610

Weighted average Common Shares outstanding – fully diluted
92,264

 
91,851

 
92,163

 
91,829

 
 
 
 
 
 
 
 
Earnings per Common Share – Basic:
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
0.42

 
$
0.38

 
$
1.02

 
$
0.70

 
 
 
 
 
 
 
 
Earnings per Common Share – Fully Diluted:
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
0.42

 
$
0.38

 
$
1.01

 
$
0.70

Note 3 – Common Stock and Other Equity Related Transactions
The following regular quarterly distributions have been declared on our depositary shares (each representing 1/100 of a share of our Series C Preferred Stock) and paid to our preferred shareholders for the six months ended June 30, 2016:
Distribution Amount Per Share
 
For the Quarter Ending
 
Stockholder Record Date
 
Payment Date
$0.421875
 
March 31, 2016
 
March 21, 2016
 
March 31, 2016
$0.421875
 
June 30, 2016
 
June 17, 2016
 
June 30, 2016
The following regular quarterly distributions have been declared and paid to common stockholders and common OP Unit non-controlling interest holders for the six months ended June 30, 2016:
Distribution Amount Per Share
 
For the Quarter Ending
 
Stockholder Record Date
 
Payment Date
$0.425
 
March 31, 2016
 
March 25, 2016
 
April 8, 2016
$0.425
 
June 30, 2016
 
June 24, 2016
 
July 8, 2016

11


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3 – Common Stock and Other Equity Related Transactions (continued)


On May 4, 2015, we extended our at-the-market (“ATM”) offering program by entering into new separate equity distribution agreements with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The following table presents the shares that were issued under the ATM equity offering program during the six months ended June 30, 2016 (amounts in thousands, except stock data):
 
 
Six Months Ended June 30, 2016
Shares of Common Stock sold
 
683,548

Weighted average price
 
$
73.15

Total gross proceeds
 
$
50,000

Commissions paid to sales agents
 
$
657

We did not sell any shares under the ATM offering program for the comparable six month period in 2015. As June 30, 2016, approximately $75.0 million of Common Stock remained available for issuance under this ATM equity offering program.
Note 4 – Investment in Real Estate
Acquisitions
All acquisitions have been accounted for utilizing the acquisition method of accounting in accordance with FASB ASC 805 and, accordingly, the results of operations of acquired assets are included in the Consolidated Statements of Income and Comprehensive Income from the dates of acquisition. Certain purchase price adjustments may be made within one year following the acquisition and applied prospectively in accordance with ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.
On June 15, 2016, we completed the acquisition of Forest Lake Estates, a 1,168-Site property located in Zephryhills, Florida. This property consists of 894 manufactured home community Sites and 274 RV resort Sites. The purchase price of $75.2 million was funded with proceeds from the ATM offering program and the assumption of mortgage debt of approximately $22.6 million.
On May 26, 2016, we closed on the acquisition of Portland Fairview, a 407-Site RV resort located in Fairview, Oregon. The purchase price of approximately $17.6 million was funded with available cash.
On January 27, 2016, we completed the acquisition of Rose Bay, a 303-Site RV resort, located in Port Orange, Florida. The total purchase price of approximately $7.4 million was funded with available cash.
During the year ended December 31, 2015, we acquired two RV resorts, Whispering Pines and Miami Everglades, collectively containing 581 Sites, and one manufactured home community, Bogue Pines, containing 150 Sites. The combined purchase price of approximately $23.9 million was funded with available cash.

12


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 4 – Investment in Real Estate (continued)

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisitions for the six months ended June 30, 2016 and the year ended December 31, 2015, which we determined using Level-2, for mortgage notes payable and other liabilities, and Level-3 inputs (amounts in thousands):
 
Six Months Ended
 
Year Ended
 
June 30,
2016
 
December 31,
2015
Assets acquired
 
 
 
Land
$
40,975

 
$
8,985

Buildings and other depreciable property
58,676

 
13,948

Manufactured homes
22

 
345

In-place leases
475

 
622

Net investment in real estate
100,148

 
23,900

Other assets
20

 
53

Total Assets acquired
$
100,168

 
$
23,953

 
 
 
 
Liabilities assumed
 
 
 
Mortgage notes payable
$
22,010

 
$

Other liabilities
1,955

 
266

Total Liabilities assumed
$
23,965

 
$
266

Net assets acquired
$
76,203

 
$
23,687

Dispositions and real estate held for disposition
As of June 30, 2016, we did not have any Properties designated as held for disposition pursuant to FASB ASC 360-10-35.
Note 5 – Investment in Unconsolidated Joint Ventures
We recorded approximately $1.6 million and $1.7 million (each net of approximately $0.6 million and $0.5 million of depreciation expense, for the six months ended June 30, 2016 and 2015, respectively) of equity in income from unconsolidated joint ventures for each of the six months ended June 30, 2016 and 2015, respectively. We received approximately $1.0 million and $1.2 million in distributions from these joint ventures for the six months ended June 30, 2016 and 2015, respectively.
On January 4, 2016, we contributed approximately $5.0 million to the ECHO Financing, LLC joint venture (the "ECHO JV") which brought our total investment to approximately $15.4 million.
The following table summarizes our investment in unconsolidated joint ventures as of June 30, 2016 and December 31, 2015 (investment amounts in thousands with the number of Properties shown parenthetically):
 
 
 
 
 
 
 
 
Investment as of
 
JV Income (loss) for the
Six Months Ended
Investment
Location
 
 Number of 
Sites
 
Economic
Interest
(a)
 
 
June 30,
2016
 
December 31,
2015
 
June 30,
2016
 
June 30,
2015
Meadows
Various (2,2)
 
1,077

 
50
%
 
 
$
139

 
$
162

 
$
577

 
$
742

Lakeshore
Florida (2,2)
 
342

 
65
%
 
 
50

 
46

 
160

 
177

Voyager
Arizona (1,1)
 
1,706

 
50
%
(b) 
 
7,676

 
7,166

 
917

 
740

ECHO JV
Various
 

 
50
%
 
 
15,358

 
10,367

 
(8
)
 
65

 
 
 
3,125

 
 
 
 
$
23,223

 
$
17,741

 
$
1,646

 
$
1,724

_____________________
(a)
The percentages shown approximate our economic interest as of June 30, 2016. Our legal ownership interest may differ.
(b)
Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing the Property.
Note 6 - Notes Receivable
In certain cases, we purchase loans made by others to finance the sales of homes to our customers (“Chattel Loans”). Our Chattel Loans receivable require monthly principal and interest payments and are collateralized by homes at certain of the Properties. As of June 30, 2016 and December 31, 2015, we had approximately $16.6 million and $17.6 million, respectively, of these Chattel Loans included in notes receivable. As of June 30, 2016, the Chattel Loans receivable had a stated per annum average rate of

13


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6 – Notes Receivable (continued)


approximately 7.8%, with a yield of 19.7%, and had an average term remaining of approximately 11 years. These Chattel Loans are recorded net of allowances of approximately $0.3 million as of June 30, 2016 and December 31, 2015, respectively.
We also provide financing for non-refundable upgrades to existing right-to-use contracts (“Contracts Receivable”). As of June 30, 2016 and December 31, 2015, we had approximately $17.2 million and $17.8 million, respectively, of Contracts Receivable, net of allowances of approximately $0.6 million. The Contracts Receivable have an average stated interest rate of 16.1% per annum, have a weighted average term remaining of approximately four years and require monthly payments of principal and interest.
Note 7 – Borrowing Arrangements
With the adoption of ASU 2015-03 and ASU 2015-15, we reclassified deferred financing costs to mortgage notes payable in the amount of $18.9 million as of December 31, 2015. In addition, we reclassified deferred financing costs to term loan in the amount of $0.8 million as of December 31, 2015. Also, we reclassified deferred financing costs related to our unsecured line of credit to Escrow deposits, goodwill, and other assets, net in the amount of $3.7 million as of December 31, 2015.
Mortgage Notes Payable
As of June 30, 2016 and December 31, 2015, we had outstanding mortgage indebtedness of approximately $1.9 billion, excluding deferred financing costs. The weighted average interest rate, including the impact of premium/discount amortization and loan cost amortization on this mortgage indebtedness, for the six months ended June 30, 2016 was approximately 4.9% per annum. The debt bears interest at stated rates ranging from 3.5% to 8.9% per annum and matures on various dates ranging from 2016 to 2040. The debt encumbered a total of 126 and 127 of our Properties as of June 30, 2016 and December 31, 2015, respectively, and the carrying value of such Properties was approximately $2.3 billion and $2.2 billion, respectively, as of such dates.
In connection with the Forest Lake Estates acquisition, we assumed approximately $22.6 million of mortgage debt secured by the manufactured home community, with a stated interest rate of 4.51% per annum, which is set to mature in 2038.
During the six months ended June 30, 2016, we paid off two maturing mortgage loans of approximately $13.1 million, with a weighted average interest rate of 5.53% per annum, secured by two manufactured home Properties.
On July 1, 2016, we paid off two maturing mortgage loans of approximately $23.9 million in the aggregate, with weighted average interest rate of 5.99%, secured by one RV resort and one manufactured home Property.
During the year ended December 31, 2015, we closed on loans with total gross proceeds of $395.3 million. The loans have a weighted average maturity of 21 years, carry a weighted average interest rate of 3.93% per annum and were secured by 26 manufactured home Properties and RV resorts. Proceeds from the financings were used to retire by defeasance and prepayment approximately $370.2 million of loans maturing at various times throughout 2015 and 2016, with a weighted average interest rate of 5.58% per annum, which were secured by 32 manufactured home Properties and RV resorts. We incurred approximately $17.0 million in early debt retirement expense related to these loans.
Term Loan
As of June 30, 2016 and December 31, 2015, our $200.0 million unsecured Term Loan (the “Term Loan”) matures on January 10, 2020 and has an interest rate of LIBOR plus 1.35% to 1.95% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty. The spread over LIBOR is variable quarterly based on leverage measured quarterly throughout the loan term. The Term Loan contains customary representations, warranties, and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, we also entered into a three year LIBOR Swap Agreement (the “2014 Swap”) allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan (See Note 8 to the Consolidated Financial Statements for further information on the accounting for the 2014 Swap).
Unsecured Line of Credit
As of June 30, 2016 and December 31, 2015, our unsecured Line of Credit (“LOC”) had a borrowing capacity of $400.0 million, with the option to increase the borrowing capacity by $100.0 million, subject to certain conditions, with no amounts outstanding as of those dates. The LOC bears interest at a rate of LIBOR plus 1.20% to 1.65%, requires an annual facility fee of

14


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 7 – Borrowing Arrangements (continued)

0.20% to 0.35% and matures on July 17, 2018, with an option to extend for one additional year, subject to certain conditions. The spread over LIBOR is variable quarterly based on leverage throughout the loan term.
As of June 30, 2016, we are in compliance in all material respects with the covenants in our borrowing arrangements.
Note 8 – Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
In connection with our Term Loan, we entered into the 2014 Swap (see Note 7 to the Consolidated Financial Statements for information about the Term Loan related to the 2014 Swap) allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan. The 2014 Swap fixes the underlying LIBOR rate on the Term Loan at 1.04% per annum for the first three years and matures on August 1, 2017. Based on the leverage as of June 30, 2016, our spread over LIBOR is 1.35% resulting in an estimated all-in interest rate of 2.39% per annum.
We have designated the 2014 Swap as a cash flow hedge. No gain or loss was recognized in the Consolidated Statements of Income and Comprehensive Income related to hedge ineffectiveness or to amounts excluded from effectiveness testing on our cash flow hedge during the quarters and six months ended June 30, 2016 and 2015.
Amounts reported in accumulated other comprehensive loss on the Consolidated Balance Sheets related to derivatives are reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, we estimate that an additional $1.1 million will be reclassified as an increase to interest expense. This estimate may be subject to change as the underlying LIBOR rate changes.
Derivative Instruments and Hedging Activities
The table below presents the fair value of our derivative financial instrument as well as our classification on our Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 (amounts in thousands):
Derivatives in Cash Flow Hedging Relationship
 
Balance Sheet Location
 
June 30,
2016
 
December 31,
2015
Interest Rate Swap
 
Accrued expenses and accounts payable
 
$
1,197

 
$
553

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement
The tables below present the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income for the quarters ended June 30, 2016 and 2015 (amounts in thousands):
Derivatives in Cash Flow Hedging Relationship
 
Amount of loss recognized
in OCI on derivative
 
Location of loss
reclassified from
accumulated OCI into income
 
Amount of loss
reclassified from
accumulated OCI into
income
 
June 30,
2016
 
June 30,
2015
 
 
June 30,
2016
 
June 30,
2015
Interest Rate Swap
 
$
338

 
$
230

 
Interest Expense
 
$
302

 
$
434

The tables below present the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2016 and 2015 (amounts in thousands):
Derivatives in Cash Flow Hedging Relationship
 
Amount of loss recognized
in OCI on derivative
 
Location of loss
reclassified from
accumulated OCI into income
 
Amount of loss
reclassified from
accumulated OCI into
income
 
June 30,
2016
 
June 30,
2015
 
 
June 30,
2016
 
June 30,
2015
Interest Rate Swap
 
$
1,258

 
$
1,522

 
Interest Expense
 
$
614

 
$
869

We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of June 30, 2016, we have not posted any collateral related to this agreement.

15


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 9 – Deferred Revenue-entry of right-to-use contracts and Deferred Commission Expense
As of June 30, 2016 and 2015, the components of the change in deferred revenue-entry of right-to-use contracts and deferred commission expense are as follows (amounts in thousands):
 
Six Months Ended June 30,
 
2016
 
2015
Deferred revenue–upfront payments from right-to-use contracts, as of January 1,
$
78,405

 
$
74,174

Right-to-use contracts current period, gross
5,618

 
6,375

Revenue recognized from right-to-use contract upfront payments
(4,518
)
 
(4,147
)
Right-to-use contract upfront payments, deferred, net
1,100

 
2,228

Deferred revenue–upfront payments from right-to-use contracts, as of June 30,
$
79,505

 
$
76,402

 
 
 
 
Deferred commission expense, as of January 1,
$
30,865

 
$
28,589

Deferred commission expense
2,238

 
3,067

Commission expense recognized
(2,019
)
 
(1,696
)
Net increase in deferred commission expense
219

 
1,371

Deferred commission expense, as of June 30,
$
31,084

 
$
29,960

Note 10 – Equity Incentive Awards
Stock-based compensation expense, reported in general and administrative on the Consolidated Statements of Income and Comprehensive Income, for the quarters ended June 30, 2016 and 2015 was approximately $2.5 million and $2.2 million, respectively, and for the six months ended June 30, 2016 and 2015 was approximately $4.4 million and $4.0 million, respectively.
Our 2014 Equity Incentive Plan (the “2014 Plan”) was adopted by our Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to the 2014 Plan, our officers, directors, employees and consultants may be awarded (i) shares of common stock (“Restricted Stock Grants”), (ii) options to acquire shares of common stock (“Options”), including non-qualified stock options and incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and (iii) other forms of equity awards, subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of our Board of Directors (the “Compensation Committee”). The Compensation Committee will determine the vesting schedule, if any, of each Restricted Stock Grant or Option and the term of each Option, which term shall not exceed ten years from the date of grant. Shares that do not vest are forfeited. Dividends paid on restricted stock are not returnable, even if the underlying stock does not entirely vest. A maximum of 3,750,000 shares of common stock were originally available for grant under the 2014 Plan. As of June 30, 2016, 3,264,282 shares remained available for grant. For the six months ended June 30, 2016, Options for 220,000 shares of common stock were exercised for gross proceeds of approximately $5.2 million.
Grants under the 2014 Plan are approved by the Compensation Committee, which determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award, except grants to directors which are approved by the Board of Directors.
Grants Issued
On May 10, 2016, we awarded Restricted Stock Grants for 14,705 shares of common stock at a fair market value of approximately $1.1 million and awarded Options to purchase 7,550 shares of common stock with an exercise price of $74.53 per share to certain members of our Board of Directors.The shares of common stock covered by these awards are subject to multiple tranches that vest as soon as November 10, 2016 and as late as May 10, 2019.
On February 1, 2016, we awarded Restricted Stock Grants for 73,000 shares of common stock at a fair market value of approximately $4.9 million to certain members of our senior management for their service in 2016. These Restricted Stock Grants will vest on December 31, 2016.
On February 1, 2016, we awarded Restricted Stock Grants for 45,784 shares of common stock at a fair market value of approximately $3.1 million to certain members of our Board of Directors for their services as Chairman of the Board, Chairman of the Compensation Committee and Lead Director, Chairman of the Executive Committee and Chairman of the Audit Committee in 2016. One-third of the shares of restricted common stock covered by these awards will vest on each of December 31, 2016, December 31, 2017, and December 31, 2018.

16


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10 – Equity Incentive Awards (continued)


The fair market value of our restricted stock grants was determined by using the closing share price of our common stock on the date the shares were issued and is recorded as compensation expense and paid in capital over the vesting period.
Note 11 – Long-Term Cash Incentive Plan
On February 12, 2016, our Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2016 LTIP") to provide a long-term cash bonus opportunity to certain members of our management. The 2016 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the "Eligible Payment") is based upon certain performance conditions being met over a three year period ending December 31, 2018.
The Compensation Committee has responsibility for administering the 2016 LTIP and may use its reasonable discretion to adjust the performance criteria or Eligible Payments to take into account the impact of any major or unforeseen transaction or event. Our named executive officers are not participants in the 2016 LTIP. The Eligible Payment will be paid, at the discretion of our Compensation Committee, in cash upon completion of our annual audit for the 2018 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2016 LTIP and, including employer costs, is currently estimated to be approximately $5.6 million. As of June 30, 2016, we had accrued compensation expense of approximately $1.0 million for the 2016 LTIP.
The amount accrued for the 2016 LTIP reflects our evaluation of the 2016 LTIP based on forecasts and other available information and is subject to performance in line with forecasts and final evaluation and determination by the Compensation Committee. There can be no assurances that our estimates of the probable outcome will be representative of the actual outcome.
Note 12 – Commitments and Contingencies
California Rent Control Litigation
As part of our effort to realize the value of our Properties subject to rent control, we previously initiated lawsuits against certain localities in California with the goal of achieving a level of regulatory fairness in California's rent control jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon turnover. Such regulations allow tenants to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In our view, such regulations result in a transfer to the tenants of the value of our land, which would otherwise be reflected in market rents. We have discovered through the litigation process that certain municipalities considered condemning our Properties at values well below the value of the underlying land. In our view, a failure to articulate market rents for Sites governed by restrictive rent control would put us at risk for condemnation or eminent domain proceedings based on artificially reduced rents. Such a physical taking, should it occur, could represent substantial lost value to stockholders. We are cognizant of the need for affordable housing in the jurisdictions, but assert that restrictive rent regulation does not promote this purpose because tenants pay to their sellers as part of the purchase price of the home all the future rent savings that are expected to result from the rent control regulations, eliminating any supposed improvement in the affordability of housing. In a more well-balanced regulatory environment, we would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts have included the following matters:
We sued the City of San Rafael on October 13, 2000 in the U.S. District Court for the Northern District of California, challenging its rent control ordinance on constitutional grounds. While the trial court found the rent control ordinance unconstitutional, the United States Court of Appeals for the Ninth Circuit reversed the trial court and ruled that the ordinance had not unconstitutionally taken our property. On September 3, 2013, we filed a petition for review by the U.S. Supreme Court, which was denied.
On January 31, 2012, we sued the City of Santee in the United States District for the Southern District of California challenging its rent control ordinance on constitutional grounds. On September 26, 2013, we entered a settlement agreement with the City pursuant to which we are able to increase Site rents at the Meadowbrook community through January 1, 2034 as follows: (a) a one-time 2.5% rent increase on all Sites in January 2014; plus (b) annual rent increases of 100% of the consumer price index (CPI) beginning in 2014; and (c) a 10% increase in the rent on a site upon turnover of that site. Absent the settlement, the rent control ordinance limited us to annual rent increases of at most 70% of CPI with no increases on turnover of a site.

17


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Commitments and Contingencies (continued)


Colony Park
On December 1, 2006, a group of tenants at our Colony Park Property in Ceres, California filed a complaint in the California Superior Court for Stanislaus County alleging that we had failed to properly maintain the Property and had improperly reduced the services provided to the tenants, among other allegations. We answered the complaint by denying all material allegations and filed a counterclaim for declaratory relief and damages. The case proceeded in Superior Court because our motion to compel arbitration was denied and the denial was upheld on appeal. Trial of the case began on July 27, 2010. After just over three months of trial in which the plaintiffs asked the jury to award a total of approximately $6.8 million in damages, the jury rendered verdicts awarding a total of less than $44,000 to six out of the 72 plaintiffs, and awarding nothing to the other 66 plaintiffs. The plaintiffs who were awarded nothing filed a motion for a new trial or alternatively for judgment notwithstanding the jury's verdict, which the Court denied on February 14, 2011. All but three of the 66 plaintiffs to whom the jury awarded nothing appealed. Oral argument in the appeal was held on September 19, 2013 and the matter was taken under submission by the California Court of Appeal.
By orders entered on December 14, 2011, the Superior Court awarded us approximately $2.0 million in attorneys' fees and other costs jointly and severally against the plaintiffs to whom the jury awarded nothing, and awarded no attorneys' fees or costs to either side with respect to the six plaintiffs to whom the jury awarded less than $44,000. Plaintiffs filed an appeal from the approximately $2.0 million award of our attorneys' fees and other costs. Oral argument in that appeal was also held on September 19, 2013. On December 3, 2013, the Court of Appeal issued a partially published opinion that rejected all of plaintiffs' claims on appeal except one, relating to whether the park's rules prohibited the renting of spaces to recreational vehicles.  The Court of Appeal reversed the judgment on the recreational vehicle issue and remanded for further proceedings regarding that issue.  Because the judgment was reversed, the award of attorney's fees and other costs was also reversed.  Both sides filed rehearing petitions with the Court of Appeal.  On December 31, 2013, the Court of Appeal granted the defendants' rehearing petition and ordered the parties to submit supplemental briefing, which the parties did. On March 10, 2014, the Court of Appeal issued a new partially published opinion in which it again rejected all of the plaintiffs' claims on appeal except the one relating to whether the park's rules prohibited the renting of spaces to recreational vehicles, reversing the judgment on that issue and remanding it for further proceedings, and accordingly vacating the award of attorney's fees and other costs.
As of result of a settlement we reached with the plaintiffs remaining in the litigation, pursuant to which among other provisions the parties agreed to mutually release all of their claims in the litigation without any payment by us, on September 28, 2015 the plaintiffs filed with the Superior Court a request for dismissal with prejudice of the entire action, to which we consented. On July 14, 2016, the Superior Court entered a dismissal of the action with prejudice.
California Hawaiian
On April 30, 2009, a group of tenants at our California Hawaiian Property in San Jose, California filed a complaint in the California Superior Court for Santa Clara County, Case No. 109CV140751, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We moved to compel arbitration and stay the proceedings, to dismiss the case, and to strike portions of the complaint. By order dated October 8, 2009, the Court granted our motion to compel arbitration and stayed the court proceedings pending the outcome of the arbitration. The plaintiffs filed with the California Court of Appeal a petition for a writ seeking to overturn the trial court's arbitration and stay orders. On May 10, 2011, the Court of Appeal granted the petition and ordered the trial court to vacate its order compelling arbitration and to restore the matter to its litigation calendar for further proceedings. On May 24, 2011, we filed a petition for rehearing requesting the Court of Appeal to reconsider its May 10, 2011 decision. On June 8, 2011, the Court of Appeal denied the petition for rehearing. On June 16, 2011, we filed with the California Supreme Court a petition for review of the Court of Appeal's decision. On August 17, 2011, the California Supreme Court denied the petition for review.
The trial commenced on January 27, 2014. On April 14-15, 2014, the jury entered verdicts against our Operating Partnership of approximately $15.3 million in compensatory damages and approximately $95.8 million in punitive damages. On October 6, 2014, we filed a motion for a new trial and a motion for partial judgment notwithstanding the jury's verdict. On December 5, 2014, after briefing and a hearing on those motions, the trial court entered an order granting us a new trial on the issue of damages while upholding the jury's determination of liability. As grounds for the ruling, the court cited excessive damages and insufficiency of the evidence to support the verdict as to the amount of damages awarded by the jury. The Court's ruling overturned the April 2014 verdicts of $15.3 million in compensatory damages and $95.8 million in punitive damages. On January 28, 2015, we and the plaintiffs each served notices of appeal from the trial court's December 5, 2014 order. The Court of Appeal issued an order setting the briefing sequence and ordered commencement of the briefing. On December 15, 2015, the plaintiffs filed their opening appellants’ brief; on March 25, 2016, we filed our combined respondents’ and opening brief; and on July 8, 2016, the plaintiffs filed their combined reply and cross-respondents’ brief. We intend to continue to vigorously defend ourselves in this litigation.

18


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Commitments and Contingencies (continued)


At June 30, 2016, based on the information available to us, a material loss was neither probable nor estimable. We have taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. We anticipate a lengthy time period to achieve resolution of this case.
Monte del Lago
On February 13, 2015, a group of tenants at our Monte del Lago Property in Castroville, California filed a complaint in the California Superior Court for Monterey County, Case No. M131016, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We believe the allegations are without merit and intend to vigorously defend ourselves in the lawsuit. On May 13, 2015, we filed a motion to compel arbitration with respect to certain plaintiffs and to stay the litigation pending the conclusion of the arbitration proceedings. Hearings on the motion were held on July 17, 2015 and September 18, 2015. On October 7, 2015, the court denied our motion. On December 3, 2015, we filed a notice of appeal from the denial of our motion.
Santiago Estates
On September 4, 2015, a group of tenants at our Santiago Estates Property in Sylmar, California filed a complaint in the California Superior Court for Los Angeles County, Case No. BC593831, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We believe the allegations are without merit and intend to vigorously defend ourselves in the lawsuit. On November 24, 2015, we filed a motion to compel arbitration with respect to certain plaintiffs and to stay the litigation pending the conclusion of the arbitration proceedings. The hearing date for that motion is August 19, 2016.
Civil Investigation by Certain California District Attorneys
In November 2014, we received a civil investigative subpoena from the office of the District Attorney for Monterey County, California ("MCDA"), seeking information relating to, among other items, statewide compliance with asbestos and hazardous waste regulations dating back to 2005 primarily in connection with demolition and renovation projects performed by third-party contractors at our California Properties. We responded by providing the information required by the subpoena.
On October 20, 2015, we attended a meeting with representatives of the MCDA and certain other District Attorneys' offices at which the MCDA reviewed the preliminary results of their investigation including, among other things, (i) alleged violations of asbestos and related regulations associated with approximately 200 historical demolition and renovation projects in California; (ii) potential exposure to civil penalties and unpaid fees; and (iii) next steps with respect to a negotiated resolution of the alleged violations. No legal proceedings have been instituted to date, and we are involved in settlement discussions with the District Attorneys' offices. We continue to assess the allegations and the underlying facts, and at this time we are unable to predict the outcome of the investigation or reasonably estimate any possible loss.
Alpine Lake RV Resort OSHA Citations
On February 19, 2016, we received a Citation and Notice of Penalty from the Occupational Safety and Health Administration (“OSHA”) alleging two willful and seven serious safety violations relating to the design and maintenance of the electrical system at our Alpine Lake RV Resort in Corinth, New York, and assessing fines totaling $187,000. We have been working with a certified third-party electrician to address the items raised in the citations.
On March 9, 2016, we attended an informal conference in Albany, New York with the OSHA Area Director. The matter was not resolved at the meeting, and we filed the required notice of contest on March 10, 2016 after which the matter was transferred to the Occupational Safety & Health Review Commission, which is represented by a solicitor from the Department of Labor. The solicitor filed a complaint on May 20, 2016, and the parties participated in a formal settlement conference on June 22, 2016. The parties did not reach a settlement at the formal settlement conference. Absent the parties reaching a settlement, we anticipate that this matter will proceed to trial. We intend to continue to vigorously defend ourselves, and at this time we are unable to predict the outcome of this matter.
Other
In addition to legal matters discussed above, we are involved in various other legal and regulatory proceedings ("Other Proceedings") arising in the ordinary course of business. The Other Proceedings include, but are not limited to, notices, consent

19


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 12 – Commitments and Contingencies (continued)


decrees, information requests, and additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Other Proceedings taken together do not represent a material liability. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
Note 13 – Reportable Segments
Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income (“NOI”). NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income, depreciation and amortization of in-place leases.
We have identified two reportable segments which are: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.
All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the six months ended June 30, 2016 or 2015.
The following tables summarize our segment financial information for the quarters and six months ended June 30, 2016 and 2015 (amounts in thousands):
Quarter Ended June 30, 2016
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
193,184

 
$
13,002

 
$
206,186

Operations expenses
(94,375
)
 
(11,867
)
 
(106,242
)
Income from segment operations
98,809

 
1,135

 
99,944

Interest income
736

 
867

 
1,603

Depreciation on real estate assets and rental homes
(26,317
)
 
(2,712
)
 
(29,029
)
Amortization of in-place leases
(428
)
 

 
(428
)
Income (loss) from operations
$
72,800

 
$
(710
)
 
72,090

Reconciliation to Consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
22

Income from other investments, net
 
 
 
 
2,270

General and administrative
 
 
 
 
(8,255
)
Property rights initiatives and other
 
 
 
 
(527
)
Interest and related amortization
 
 
 
 
(25,561
)
Equity in income of unconsolidated joint ventures
 
 
 
 
765

Consolidated net income
 
 
 
 
$
40,804

 
 
 
 
 
 
Total assets
$
3,249,375

 
$
236,200

 
$
3,485,575


20


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 13 - Segment Reporting (continued)

Quarter Ended June 30, 2015
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
184,125

 
$
13,441

 
$
197,566

Operations expenses
(90,677
)
 
(11,502
)
 
(102,179
)
Income from segment operations
93,448

 
1,939

 
95,387

Interest income
713

 
1,001

 
1,714

Depreciation on real estate assets and rental homes
(25,586
)
 
(2,749
)
 
(28,335
)
Amortization of in-place leases
(669
)
 

 
(669
)
Income from operations
$
67,906

 
$
191

 
68,097

Reconciliation to Consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
22

Income from other investments, net
 
 
 
 
2,178

General and administrative
 
 
 
 
(7,541
)
Property rights initiatives and other
 
 
 
 
(694
)
Early debt retirement
 
 
 
 
69

Interest and related amortization
 
 
 
 
(26,145
)
Equity in income of unconsolidated joint ventures
 
 
 
 
840

Consolidated net income
 
 
 
 
$
36,826

 
 
 
 
 
 
Total assets
$
3,192,050

 
$
255,458

 
$
3,447,508



Six Months Ended June 30, 2016
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
397,910

 
$
25,040

 
$
422,950

Operations expenses
(184,887
)
 
(22,507
)
 
(207,394
)
Income from segment operations
213,023

 
2,533

 
215,556

Interest income
1,453

 
1,785

 
3,238

Depreciation on real estate assets and rental homes
(52,281
)
 
(5,403
)
 
(57,684
)
Amortization of in-place leases
(763
)
 

 
(763
)
Income (loss) from operations
$
161,432

 
$
(1,085
)
 
160,347

Reconciliation to Consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
47

Income from other investments, net
 
 
 
 
3,993

General and administrative
 
 
 
 
(15,663
)
Property rights initiatives and other
 
 
 
 
(1,181
)
Interest and related amortization
 
 
 
 
(51,195
)
Equity in income of unconsolidated joint ventures
 
 
 
 
1,646

Consolidated net income
 
 
 
 
$
97,994

 
 
 
 
 
 
Total assets
$
3,249,375

 
$
236,200

 
$
3,485,575

Capital improvements
$
37,551

 
$
30,984

 
$
55,707


21


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 13 - Segment Reporting (continued)

Six Months Ended June 30, 2015
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
378,814

 
$
24,227

 
$
403,041

Operations expenses
(177,957
)
 
(20,700
)
 
(198,657
)
Income from segment operations
200,857

 
3,527

 
204,384

Interest income
1,422

 
2,089

 
3,511

Depreciation on real estate assets and rental homes
(50,965
)
 
(5,486
)
 
(56,451
)
Amortization of in-place leases
(1,334
)
 

 
(1,334
)
Income from operations
$
149,980

 
$
130

 
150,110

Reconciliation to Consolidated net income:
 
 
 
 
 
Corporate interest income
 
 
 
 
45

Income from other investments, net
 
 
 
 
3,297

General and administrative
 
 
 
 
(14,947
)
Property rights initiatives and other
 
 
 
 
(1,247
)
Early debt retirement
 
 
 
 
(16,922
)
Interest and related amortization
 
 
 
 
(53,421
)
Equity in income of unconsolidated joint ventures
 
 
 
 
1,724

Consolidated net income
 
 
 
 
$
68,639

 
 
 
 
 
 
Total assets
$
3,192,050

 
$
255,458

 
$
3,447,508

Capital improvements
$
22,557

 
$
19,702

 
$
42,259

The following table summarizes our financial information for the Property Operations segment for the quarters and six months ended June 30, 2016 and 2015 (amounts in thousands):    
 
Quarters Ended
 
Six Months Ended
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Revenues:
 
 
 
 
 
 
 
Community base rental income
$
115,385

 
$
110,073

 
$
229,461

 
$
219,343

Resort base rental income
44,732

 
41,427

 
100,166

 
93,072

Right-to-use annual payments
11,187

 
10,945

 
22,241

 
21,926

Right-to-use contracts current period, gross
3,086

 
3,578

 
5,618

 
6,375

Right-to-use contract upfront payments, deferred, net
(798
)
 
(1,455
)
 
(1,100
)
 
(2,228
)
Utility and other income
19,523

 
18,901

 
40,316

 
37,983

Ancillary services revenues, net
69

 
656

 
1,208

 
2,343

Total property operations revenues
193,184

 
184,125

 
397,910

 
378,814

Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
66,647

 
64,178

 
129,601

 
125,295

Real estate taxes
12,869

 
12,652

 
26,067

 
25,246

Sales and marketing, gross
2,931

 
3,512

 
5,424

 
6,034

Right-to-use contract commissions, deferred, net
(116
)
 
(764
)
 
(12
)
 
(1,007
)
Property management
12,044

 
11,099

 
23,807

 
22,389

Total property operations expenses
94,375

 
90,677

 
184,887

 
177,957

Income from property operations segment
$
98,809

 
$
93,448

 
$
213,023

 
$
200,857

    

22


Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 13 - Segment Reporting (continued)

The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the quarters and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
Quarters Ended
 
Six Months Ended
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Revenues:
 
 
 
 
 
 
 
Gross revenue from home sales
$
9,130

 
$
9,526

 
$
17,344

 
$
16,463

Brokered resale revenues, net
329

 
356

 
608

 
651

Rental home income (a)
3,543

 
3,559

 
7,088

 
7,113

Total revenues
13,002

 
13,441

 
25,040

 
24,227

Expenses:
 
 
 
 
 
 
 
Cost of home sales
9,481

 
9,093

 
17,762

 
15,817

Home selling expenses
805

 
720

 
1,639

 
1,525

Rental home operating and maintenance
1,581

 
1,689

 
3,106

 
3,358

Total expenses
11,867

 
11,502

 
22,507

 
20,700

Income from home sales and rentals operations segment
$
1,135

 
$
1,939

 
$
2,533

 
$
3,527

______________________
(a)
Segment information does not include Site rental income included in Community base rental income.



23


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview and Outlook
We are a self-administered, self-managed, real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner and operator of lifestyle-oriented properties (“Properties”) consisting primarily of manufactured home ("MH") communities and recreational vehicle ("RV") resorts and campgrounds. We lease individual developed areas (“Sites”) with access to utilities for placement of factory built homes, cottages, cabins or RVs. Customers may lease individual Sites or enter right-to-use contracts providing the customer access to specific Properties for limited stays. As of June 30, 2016, we owned or had an ownership interest in a portfolio of 390 Properties located throughout the United States and Canada containing 145,804 Sites. These properties are located in 32 states and British Columbia.
This Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);
our ability to maintain historical or increase future rental rates and occupancy with respect to Properties currently owned or that we may acquire;
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
our assumptions about rental and home sales markets;
our ability to manage counterparty risk;
in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single-family housing and not manufactured housing;
effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;

24

Management's Discussion (continued)

the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
unanticipated costs or unforeseen liabilities associated with recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic "Revenue Recognition;"
the outcome of pending or future lawsuits filed against us, including those disclosed in our filings with the Securities and Exchange Commission, by tenant groups seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other tenant related matters, such as the case currently pending in the California Court of Appeal, Sixth Appellate District, Case No. H041913, involving our California Hawaiian manufactured home property, including any further proceedings on appeal or in the trial court; and
other risks indicated from time to time in our filings with the Securities and Exchange Commission.
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
The following chart lists the Properties acquired or invested in since January 1, 2015 through June 30, 2016.
Property
Transaction Date
 
Sites
 
 
 
 
Total Sites as of January 1, 2015
 
 
143,113

Property or Portfolio:
 
 
 
Acquisitions:
 
 
 
Bogue Pines
February 9, 2015
 
150

Whispering Pines
February 9, 2015
 
278

Miami Everglades
June 26, 2015
 
303

Rose Bay
January 27, 2016
 
303

Portland Fairview
May 26, 2016
 
407

Forest Lake Estates
June 15, 2016
 
1,168

Expansion Site Development and other:
 
 
 
Net Sites added (reconfigured) in 2015
 
 
94

Net Sites added (reconfigured) in 2016
 
 
(12
)
Total Sites as of June 30, 2016
 
 
145,804

 
 
 
 
Our gross investment in real estate has increased approximately $140.0 million to $4,618 million as of June 30, 2016 from $4,478 million as of December 31, 2015 primarily due to the acquisition of Rose Bay, Portland Fairview and Forest Lake Estates as well as increased capital expenditures.
We actively seek to acquire and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties, which may include contracts outstanding to acquire such properties that are subject to the satisfactory completion of our due diligence review.
Occupancy in our Properties, as well as our ability to increase rental rates, directly affects revenues. Our revenue streams are predominantly derived from customers renting our Sites on a long-term basis. Some revenue streams are subject to seasonal fluctuations and accordingly, quarterly interim results may not be indicative of full fiscal year results.

25

Management's Discussion (continued)

The following table shows the breakdown of our Sites by type. Our MH community Sites and annual RV resort Sites are leased on an annual basis. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. Sites designated as right-to-use Sites are primarily utilized to service the approximately 104,800 customers who have entered right-to-use contracts. We also have interests in joint venture Properties for which revenue is classified as Equity in income from unconsolidated joint ventures in the Consolidated Statements of Income and Comprehensive Income.
 
Total Sites as of June 30, 2016
Community Sites
71,000

Resort Sites:
 
Annual
26,300

Seasonal
10,800

Transient
10,500

Right-to-use (1)
24,100

Joint Ventures (2)
3,100

 
145,800

_________________________ 
(1) 
Includes approximately 5,500 Sites rented on an annual basis.
(2) 
Joint ventures have approximately 2,200 annual Sites, approximately 400 seasonal Sites and approximately 500 transient Sites.
For the periods presented, our Core Portfolio (“Core Portfolio”) consists of our Properties owned and operated during the entire period. This measure is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations, which are included in income from property operations, excluding deferrals and property management. For the quarter ended June 30, 2016, property operating revenues in our Core Portfolio, excluding deferrals, were up 4.2% and property operating expenses in our Core Portfolio, excluding deferrals and property management, were up 1.7%, resulting in an increase in Core net operating income before deferrals and property management of 6.1%.
Approximately one third of our rental agreements on community Sites have rent increases that are directly or indirectly connected to published CPI statistics that are issued from June through September of the year prior to the increase effective date. Approximately one half of those rental agreements have a CPI floor of approximately 3.0%.
State and local rent control regulations affect 27 Properties, including 19 of our 49 California Properties, all of our seven Delaware Properties and one of our five Massachusetts Properties. The impact of the rent control regulations is to limit our ability to implement rent increases based on prevailing market conditions. The regulations generally permit us to increase rates by a percentage of the increase in the CPI, which may be national, regional or local, depending on the rent control ordinance. The limit on rent increases may range from 60% to 100% of CPI with certain maximum limits depending on the jurisdiction.
In the years following the disruption in the site-built housing market, our home sales business was negatively affected by our customers' inability to sell their existing site-built homes and relocate to their retirement destination. As a result, we focused on home rentals rather than sales as our primary source of occupancy upon turnover. As we managed and expanded our portfolio of rental homes, we placed homes in communities where we believed we could successfully sell homes as the market improved. At these Properties, we have been successful at selling homes and driving occupancy gains through increased home ownership. We continue to allocate capital to home purchases based on our assessment of market conditions and emphasize home sales. We continue to see population growth in our key markets, increased access to distribution channels for our products and a renewed willingness by our customers to commit to us for longer periods of time. We have also seen a decrease in homes coming back to us, which generally means that our residents have the opportunity to resell their homes to new residents. While we continue to focus on selling homes, we continue to evaluate rental units, and based on market conditions, we expect to invest in additional new homes for customer rentals.
We continue to focus on the quality of occupancy growth by increasing the number of homeowners in our Core portfolio. As of June 30, 2016, we increased occupancy in our Core Portfolio by 271 Sites, which included a gain of 377 homeowners. This compares to the first six months of 2015, during which occupancy increased by 306 Sites resulting from a gain of 758 homeowners.
Since 2013, we have experienced an increase in the sales volume of new and used homes in our communities. We attribute this increase to various factors including management's focus on increasing the number of homeowners within our communities, changes to incentive structures for our on-site personnel to emphasize home sales rather than rentals and willingness of an increasing number of customers to commit their capital to purchase a home in one of our communities. New home sales in the manufactured home communities in our Core Portfolio during the six months ended June 30, 2016 increased by 72 new homes over the same

26

Management's Discussion (continued)

period in the prior year. The recent new home sales have been primarily in our California, Colorado and Florida communities. (See the Home Sales Operations tables in the sections below for additional detail regarding our home sales activity.)
In the ordinary course of business, we acquire used homes from customers through purchase, foreclosure of a lien, or abandonment. In a vibrant home sales market in which residents are able to resell their homes, we generally acquire fewer homes through foreclosure or abandonment. Used homes may require rehabilitation before renting them to new customers.
During 2013 we formed a joint venture, ECHO Financing, LLC (the "ECHO JV"), with a home manufacturer to buy and sell homes, as well as to purchase loans made by an unaffiliated lender to purchasers of such homes at our Properties. The ECHO JV may also rent homes to customers in our communities. We also have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homes at our Properties.
In the manufactured housing industry, chattel financing options available today include community owner funded programs or third party lender programs that provide subsidized financing to customers and require the community owner to guarantee customer defaults. Third party lender programs have stringent underwriting criteria, sizable down payment requirements, short loan amortization and high interest rates.
As of June 30, 2016, we had 4,861 occupied rental homes in our MH communities. For the quarters ended June 30, 2016 and 2015, home rental program net operating income was approximately $8.3 million and $8.4 million, respectively, net of rental asset depreciation expense of approximately $2.7 million for both periods. Approximately $9.0 million and $9.2 million of home rental operations revenue was included in community base rental income for the quarters ended June 30, 2016 and 2015, respectively (see the Rental Operations tables in the sections below for additional detail regarding our rental activity). We believe at this time we compete effectively with other types of rentals (i.e., apartments).
For the six months ended June 30, 2016 and 2015, home rental program net operating income was approximately $16.6 million and $17.0 million, respectively, net of rental asset depreciation expense of approximately $5.3 million and $5.4 million, respectively. Approximately $18.0 million and $18.6 million of home rental operations revenue was included in community base rental income for the six months ended June 30, 2016 and 2015, respectively (see the Rental Operations tables in the sections below for additional detail regarding our rental activity).
In our RV resorts, we are focused on engaging with our existing customers and providing them the lifestyle they seek as well as attracting additional customers interested in our Properties. We continue to experience growth in our annual revenues as a result of our ability to increase rental rates and occupancy. Our second quarter Core Portfolio annual revenues were 5.0% higher than the second quarter of last year. We believe our customer base is loyal and engaged in the lifestyle we offer at our Properties. We have annual customers who have stayed with us for more than ten years and our member base includes members who have camped with us for more than twenty years. Our social media presence has increased within this member base and we have also been successful at providing a venue for our customers to promote our Properties by encouraging them to share their memories of their adventures at our resorts. We believe this is an important factor in a customer's decision to relocate. Our customers continue to increase the amount of time spent shopping online for their home and vacation decisions. We have also expanded our marketing efforts to reach approximately 40 million outdoor enthusiasts (according to the 2014 American Camper Report) to inform them about our product offerings.
For our membership based RV resorts, we offer low-cost membership products that focus on the installed base of approximately nine million RV owners. Such products include right-to-use contracts that entitle the customer to use certain Properties. We are offering a Thousand Trails Camping Pass (“TTC”) (formerly Zone Park Pass), which can be purchased for one to five geographic areas of the United States and requires an annual payment of $545. A single zone TTC requires no additional upfront payment while additional zones may be purchased for modest additional upfront payments. Since the introduction of low-cost membership products, we have entered into approximately 91,700 TTCs. Our renewal rate for these memberships is approximately 45.1%.
We have arranged with RV dealers to feature our TTC as part of the dealers’ sales and marketing efforts. We provide the dealer with a TTC membership to give to their customers in connection with the purchase of an RV. No cash is received from the member during the first year of membership for memberships activated through the RV dealer program. Since inception, we have activated 37,548 TTCs through the RV dealer program. Our renewal rate for these RV dealer memberships is approximately 18.0%.

27

Management's Discussion (continued)

The table below provides additional details regarding our TTCs:
 
Years Ended December 31,
 
Six Months Ended June 30,
 
2012
 
2013
 
2014
 
2015
 
2016
TTC Origination
10,198

 
15,607

 
18,187

 
25,544

 
14,723

    TTC Sales
8,909

 
9,289

 
10,014

 
11,877

 
6,622

    RV Dealer TTC Activations
1,289

 
6,318

 
8,173

 
13,667

 
8,101

Existing customers are eligible to upgrade their right-to-use contract from time-to-time. An upgrade is distinguishable from a new right-to-use contract that a customer would enter by, depending on the type of upgrade, offering (1) increased length of consecutive stay by 50% (i.e., up to 21 days); (2) ability to make earlier advance reservations; (3) discounts on rental units; (4) access to additional Properties, which may include use of Sites at non-membership RV resorts and (5) membership in discount travel programs. Each upgrade contract requires a nonrefundable upfront payment. For certain customers, we finance the nonrefundable upfront payment of these upgrades.
Critical Accounting Policies and Estimates
Refer to the 2015 Form 10-K for a discussion of our critical accounting policies, which includes impairment of real estate assets and investments, revenue recognition and business combinations. There have been no changes to these policies during the six months ended June 30, 2016.
Supplemental Measures
Management's discussion and analysis of financial condition and results of operations include certain non-GAAP financial measures that in management's view of the business we believe are meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. These non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include Income from property operations, Funds from Operations ("FFO") and Normalized Funds from Operations ("Normalized FFO"). We believe investors should review FFO, Normalized FFO and Income from property operations, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. A discussion of FFO, Normalized FFO and a reconciliation to net income is included in the presentation of FFO following our "Results of Operations."
Income from property operations represents rental income, utility income and right-to-use income less property operating and maintenance, real estate taxes, sales and marketing, and property management expenses. We believe that Income from property operations is helpful to investors and analysts as a measure of the operating results of our manufactured home and RV communities.
The following table reconciles Income before equity in income of unconsolidated joint ventures to income from property operations for the quarters and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
 
Total Portfolio
 
 
Quarters Ended
 
Six Months Ended
 
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
 
June 30,
2015
Income from property operations
 
$
100,702

 
$
94,662

 
$
215,797

 
$
202,269

(Loss) income from home sales operations and other
 
(758
)
 
725

 
(241
)
 
2,115

Total other income and expenses, net
 
(59,905
)
 
(59,401
)
 
(119,208
)
 
(137,469
)
Income before equity in income of unconsolidated joint ventures
 
$
40,039

 
$
35,986

 
$
96,348

 
$
66,915



28

Management's Discussion (continued)

Comparison of the Quarter Ended June 30, 2016 to the Quarter Ended June 30, 2015
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the quarters ended June 30, 2016 and 2015 (amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this Form 10-Q includes all Properties acquired prior to December 31, 2014 and which we have owned and operated continuously since January 1, 2015. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
 
Core Portfolio
 
Total Portfolio
 
2016
 
2015
 
Variance
 
%
Change
 
2016
 
2015
 
Variance
 
%
Change
Community base rental income
$
115,079

 
$
109,957

 
$
5,122

 
4.7
 %
 
$
115,385

 
$
110,073

 
$
5,312

 
4.8
 %
Rental home income
3,543

 
3,559

 
(16
)
 
(0.4
)%
 
3,543

 
3,559

 
(16
)
 
(0.4
)%
Resort base rental income
43,670

 
41,203

 
2,467

 
6.0
 %
 
44,732

 
41,427

 
3,305

 
8.0
 %
Right-to-use annual payments
11,187

 
10,945

 
242

 
2.2
 %
 
11,187

 
10,945

 
242

 
2.2
 %
Right-to-use contracts current period, gross
3,086

 
3,578

 
(492
)
 
(13.8
)%
 
3,086

 
3,578

 
(492
)
 
(13.8
)%
Utility and other income
19,381

 
18,876

 
505

 
2.7
 %
 
19,523

 
18,901

 
622

 
3.3
 %
Property operating revenues, excluding deferrals
195,946

 
188,118

 
7,828

 
4.2
 %
 
197,456

 
188,483

 
8,973

 
4.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Property operating and maintenance
65,978

 
64,005

 
1,973

 
3.1
 %
 
66,647

 
64,178

 
2,469

 
3.8
 %
Rental home operating and maintenance
1,581

 
1,689

 
(108
)
 
(6.4
)%
 
1,581

 
1,689

 
(108
)
 
(6.4
)%
Real estate taxes
12,746

 
12,640

 
106

 
0.8
 %
 
12,869

 
12,652

 
217

 
1.7
 %
Sales and marketing, gross
2,931

 
3,512

 
(581
)
 
(16.5
)%
 
2,931

 
3,512

 
(581
)
 
(16.5
)%
Property operating expenses, excluding deferrals and Property management
83,236

 
81,846

 
1,390

 
1.7
 %
 
84,028

 
82,031

 
1,997

 
2.4
 %
Income from property operations, excluding deferrals and Property management (1)
112,710

 
106,272

 
6,438

 
6.1
 %
 
113,428

 
106,452

 
6,976

 
6.6
 %
Property management
12,044

 
11,099

 
945

 
8.5
 %
 
12,044

 
11,099

 
945

 
8.5
 %
Income from property operations, excluding deferrals (1)
100,666

 
95,173

 
5,493

 
5.8
 %
 
101,384

 
95,353

 
6,031

 
6.3
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
682

 
691

 
(9
)
 
(1.3
)%
 
682

 
691

 
(9
)
 
(1.3
)%
Income from property operations (1)
$
99,984

 
$
94,482

 
$
5,502

 
5.8
 %
 
$
100,702

 
$
94,662


$
6,040

 
6.4
 %
__________________________
(1)     Non-GAAP measure.
The increase in total portfolio income from property operations, which includes recently acquired properties, is primarily due to increases in Core community base rental income, Core resort base rental income, increased utility and other property income, partially offset by decreases in membership sales and marketing expenses. The increase is partially offset by an overall increase in expenses, with the most significant increases relating to property payroll, repairs and maintenance and utility expense.
The $5.1 million, or 4.7%, increase in Core Portfolio community base rental income primarily reflects a 3.8% growth from rate increases and approximately 0.9% growth from occupancy gains. The average monthly base rent per Site increased to approximately $588 for the quarter ended June 30, 2016 from approximately $567 for the corresponding quarter in 2015. The average occupancy increased to 93.4% for the quarter ended June 30, 2016 from 92.5% for the corresponding quarter in 2015.
The increase in property operating and maintenance expenses was primarily driven by increased property payroll, repair and maintenance and utility expense. The increase in property payroll resulted from additional employees and 2016 salary increases, while the increase in repair and maintenance was largely due to extraordinary expenses, mainly due to excess water hauling expense as a result of significant rainfall in the South region, increased landscaping expenses and other extraordinary expenses.

29

Management's Discussion (continued)

Resort base rental income is comprised of the following (amounts in thousands):
 
Core Portfolio
 
Total Portfolio
 
2016
 
2015
 
Variance
 
%
Change
 
2016
 
2015
 
Variance
 
%
Change
Annual
$
29,809

 
$
28,379

 
$
1,430

 
5.0
%
 
$
30,360

 
$
28,547

 
$
1,813

 
6.4
%
Seasonal
3,845

 
3,644

 
201

 
5.5
%
 
4,114

 
3,668

 
446

 
12.2
%
Transient
10,016

 
9,180

 
836

 
9.1
%
 
10,258

 
9,212

 
1,046

 
11.4
%
Resort base rental income
$
43,670

 
$
41,203

 
$
2,467

 
6.0
%
 
$
44,732

 
$
41,427

 
$
3,305

 
8.0
%
Right-to-use contracts current period, gross, net of sales and marketing, gross, decreased primarily as a result of lower upgrade sales by our third party sales agent. During the quarter, there were 626 upgrade sales with an average price per sale of $4,930. This compares to 757 upgrade sales with an average price per sale of $4,730 for the quarter ended June 30, 2015. This decrease in sales from our third party sales agent was partially offset by an increase in upgrade sales by our in-park staff as we continue to experience increased demand for our upgraded product from our newest TTC members.
The increase in utility and other income is primarily due to proceeds of approximately $0.4 million as a result of the land easement at a certain Property in Pennsylvania.
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the quarters ended June 30, 2016 and 2015 (amounts in thousands, except home sales volumes).
 
 
2016
 
2015
 
Variance
 
%
Change
Gross revenues from new home sales (1)
 
$
6,044

 
$
5,355

 
$
689

 
12.9
 %
Cost of new home sales (1)
 
6,246

 
4,925

 
1,321

 
26.8
 %
Gross (loss) profit from new home sales
 
(202
)
 
430

 
(632
)
 
(147.0
)%
 
 
 
 
 
 
 
 
 
Gross revenues from used home sales
 
3,086

 
4,171

 
(1,085
)
 
(26.0
)%
Cost of used home sales
 
3,235

 
4,168

 
(933
)
 
(22.4
)%
Gross (loss) profit from used home sales
 
(149
)
 
3

 
(152
)
 
(5,066.7
)%
 
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
 
398

 
1,012

 
(614
)
 
(60.7
)%
Home selling expenses
 
805

 
720

 
85

 
11.8
 %
(Loss) income from home sales operations and other
 
$
(758
)
 
$
725

 
$
(1,483
)
 
(204.6
)%
 
 
 
 
 
 
 
 
 
Home sales volumes
 
 
 
 
 
 
 
 
Total new home sales(2)
 
180

 
143

 
37

 
25.9
 %
               New Home Sales Volume - ECHO JV
 
63

 
49

 
14

 
28.6
 %
Used home sales
 
342

 
436

 
(94
)
 
(21.6
)%
Brokered home resales
 
217

 
261

 
(44
)
 
(16.9
)%
_________________________
(1) New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV for the quarters ended June 30, 2016 and 2015, respectively.
The decrease in income from home sales operations and other is primarily due to lower revenue from ancillary services, which includes retail sales at various Properties, as well as lower gross profits from new home sales.

30

Management's Discussion (continued)

Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the quarters ended June 30, 2016 and 2015 (amounts in thousands, except rental unit volumes).
 
 
2016
 
2015
 
Variance
 
%
Change
Manufactured homes:
 
 
 
 
 
 
 
 
New Home
 
$
6,332

 
$
5,173

 
$
1,159

 
22.4
 %
Used Home
 
6,198

 
7,613

 
(1,415
)
 
(18.6
)%
Rental operations revenue (1)
 
12,530

 
12,786

 
(256
)
 
(2.0
)%
Rental home operating and maintenance
 
1,581

 
1,689

 
(108
)
 
(6.4
)%
Income from rental operations
 
10,949

 
11,097

 
(148
)
 
(1.3
)%
Depreciation on rental homes (2)
 
2,667

 
2,681

 
(14
)
 
(0.5
)%
Income from rental operations, net of depreciation
 
$
8,282

 
$
8,416

 
$
(134
)
 
(1.6
)%
 
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
 
$
120,708

 
$
108,937

 
$
11,771

 
10.8
 %
Gross investment in used manufactured home rental units
 
$
54,655

 
$
60,822

 
$
(6,167
)
 
(10.1
)%
 
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
 
$
96,167

 
$
89,097

 
$
7,070

 
7.9
 %
Net investment in used manufactured home rental units
 
$
30,375

 
$
42,443

 
$
(12,068
)
 
(28.4
)%
 
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
 
2,267

 
2,062

 
205

 
9.9
 %
Number of occupied rentals – used, end of period
 
2,594

 
2,981

 
(387
)
 
(13.0
)%
______________________
(1) 
Rental operations revenue consists of Site rental income and home rental income. Approximately $9.0 million and $9.2 million for the quarters ended June 30, 2016 and 2015, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(2) 
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
(3) 
New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $15.4 million and $10.4 million at June 30, 2016 and 2015, respectively.
(4) 
Includes 143 and 65 homes rented through our ECHO JV during the quarters ended June 30, 2016 and 2015, respectively.
The decrease in income from rental operations is primarily due to a decrease in the number of occupied rental units. The occupancy decrease is partially offset by the change in the mix of occupied rentals, driven by an increased number of occupied new homes at a higher rental rate.
Other Income and Expenses
The following table summarizes other income and expenses for the quarters ended June 30, 2016 and 2015 (amounts in thousands, expenses shown as negative).
 
 
2016
 
2015
 
Variance
 
%
Change
Depreciation on real estate and rental homes
 
$
(29,029
)
 
$
(28,335
)
 
$
(694
)
 
(2.4
)%
Amortization of in-place leases
 
(428
)
 
(669
)
 
241

 
36.0
 %
Interest income
 
1,625

 
1,736

 
(111
)
 
(6.4
)%
Income from other investments, net
 
2,270

 
2,178

 
92

 
4.2
 %
General and administrative (excluding transaction costs)
 
(7,857
)
 
(7,491
)
 
(366
)
 
(4.9
)%
Transaction costs
 
(398
)
 
(50
)
 
(348
)
 
(696.0
)%
Property rights initiatives and other
 
(527
)
 
(694
)
 
167

 
24.1
 %
Early debt retirement
 

 
69

 
(69
)
 
100.0
 %
Interest and related amortization
 
(25,561
)
 
(26,145
)
 
584

 
2.2
 %
Total other income and expenses, net
 
$
(59,905
)
 
$
(59,401
)
 
$
(504
)
 
(0.8
)%
Depreciation on real estate and rental homes increased primarily due to increased capital expenditures and the acquisitions that occurred during the first half of 2016 (see Note 4 to the Consolidated Financial Statements for additional detail regarding our recent acquisition activity).
A decrease in secured debt, resulting from the 2015 refinancing and prepayment activity, and lower weighted average interest rates contributed to the decrease in interest and related amortization.

31

Management's Discussion (continued)

Comparison of the Six Months Ended June 30, 2016 to the Six Months Ended June 30, 2015
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the six months ended June 30, 2016 and 2015 (amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this Form 10-Q includes all Properties acquired prior to December 31, 2014 and which we have owned and operated continuously since January 1, 2015. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.
 
Core Portfolio
 
Total Portfolio
 
2016
 
2015
 
Variance
 
%
Change
 
2016
 
2015
 
Variance
 
%
Change
Community base rental income
$
229,047

 
$
219,166

 
$
9,881

 
4.5
 %
 
$
229,461

 
$
219,343

 
$
10,118

 
4.6
 %
Rental home income
7,088

 
7,113

 
(25
)
 
(0.4
)%
 
7,088

 
7,113

 
(25
)
 
(0.4
)%
Resort base rental income
97,941

 
92,738

 
5,203

 
5.6
 %
 
100,166

 
93,072

 
7,094

 
7.6
 %
Right-to-use annual payments
22,241

 
21,926

 
315

 
1.4
 %
 
22,241

 
21,926

 
315

 
1.4
 %
Right-to-use contracts current period, gross
5,618

 
6,375

 
(757
)
 
(11.9
)%
 
5,618

 
6,375

 
(757
)
 
(11.9
)%
Utility and other income
40,064

 
37,947

 
2,117

 
5.6
 %
 
40,316

 
37,983

 
2,333

 
6.1
 %
Property operating revenues, excluding deferrals
401,999

 
385,265

 
16,734

 
4.3
 %
 
404,890

 
385,812

 
19,078

 
4.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Property operating and maintenance
128,405

 
125,024

 
3,381

 
2.7
 %
 
129,601

 
125,295

 
4,306

 
3.4
 %
Rental home operating and maintenance
3,106

 
3,358

 
(252
)
 
(7.5
)%
 
3,106

 
3,358

 
(252
)
 
(7.5
)%
Real estate taxes
25,886

 
25,225

 
661

 
2.6
 %
 
26,067

 
25,246

 
821

 
3.3
 %
Sales and marketing, gross
5,424

 
6,034

 
(610
)
 
(10.1
)%
 
5,424

 
6,034

 
(610
)
 
(10.1
)%
Property operating expenses, excluding deferrals and Property management
162,821

 
159,641

 
3,180

 
2.0
 %
 
164,198

 
159,933

 
4,265

 
2.7
 %
Income from property operations, excluding deferrals and Property management (1)
239,178

 
225,624

 
13,554

 
6.0
 %
 
240,692

 
225,879

 
14,813

 
6.6
 %
Property management
23,807

 
22,389

 
1,418

 
6.3
 %
 
23,807

 
22,389

 
1,418

 
6.3
 %
Income from property operations, excluding deferrals (1)
215,371

 
203,235

 
12,136

 
6.0
 %
 
216,885

 
203,490

 
13,395

 
6.6
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
1,088

 
1,221

 
(133
)
 
(10.9
)%
 
1,088

 
1,221

 
(133
)
 
(10.9
)%
Income from property operations (1)
$
214,283

 
$
202,014

 
$
12,269

 
6.1
 %
 
$
215,797

 
$
202,269


$
13,528

 
6.7
 %
__________________________
(1)     Non-GAAP measure.
The increase in total portfolio income from property operations, which includes recently acquired properties, is primarily due to increases in Core community base rental income, Core resort base rental income as well as increased utility and other property income. The increase is partially offset by an overall increase in expenses, with the most significant increases relating to repairs and maintenance, payroll and property taxes.
The $9.9 million, or 4.5%, increase in Core Portfolio community base rental income primarily reflects a 3.7% growth from rate increases and a 0.8% growth from occupancy gains. The average monthly base rent per Site increased to approximately $586 in 2016 from approximately $566 for the corresponding quarter in 2015. The average occupancy increased to 93.2% in 2016 from 92.4% in 2015.
The increase in property operating and maintenance expenses was primarily driven by increased repair and maintenance, property payroll and utility expense. The increase in repair and maintenance was largely due to excess water hauling expense as a result of significant rainfall in the South region, increased landscaping expenses, snow removal costs in the Northeast region and other extraordinary expenses, while the increase in property payroll resulted from additional employees and 2016 salary increases.

32

Management's Discussion (continued)

Resort base rental income is comprised of the following (amounts in thousands):
 
Core Portfolio
 
Total Portfolio
 
2016
 
2015
 
Variance
 
%
Change
 
2016
 
2015
 
Variance
 
%
Change
Annual
$
59,397

 
$
56,208

 
$
3,189

 
5.7
%
 
$
60,370

 
$
56,475

 
$
3,895

 
6.9
%
Seasonal
19,676

 
18,620

 
1,056

 
5.7
%
 
20,329

 
18,651

 
1,678

 
9.0
%
Transient
18,868

 
17,910

 
958

 
5.3
%
 
19,467

 
17,946

 
1,521

 
8.5
%
Resort base rental income
$
97,941

 
$
92,738

 
$
5,203

 
5.6
%
 
$
100,166

 
$
93,072

 
$
7,094

 
7.6
%
Right-to-use contracts current period, gross, net of sales and marketing, gross, decreased primarily as a result of lower upgrade sales by our third party sales agent. During the six months ended June 30, 2016, there were 1,152 upgrade sales with an average price per sale of $4,877. This compares to 1,354 upgrade sales with an average price per sale of $4,710 for the six months ended ended June 30, 2015. This decrease in sales by our third party sales agent was partially offset by an increase in upgrade sales by our in-park staff as we continue to experience increased demand for our upgraded product from our newest TTC members.
The increase in utility and other income is primarily due to insurance proceeds of approximately $0.8 million related to two prior events that impacted certain properties in California and Florida and proceeds of approximately $0.4 million as a result of the land easement at a certain Property in Pennsylvania.
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the six months ended June 30, 2016 and 2015 (amounts in thousands, except home sales volumes).
 
 
2016
 
2015
 
Variance
 
%
Change
Gross revenues from new home sales (1)
 
$
11,443

 
$
8,285

 
$
3,158

 
38.1
 %
Cost of new home sales (1)
 
11,698

 
7,670

 
4,028

 
52.5
 %
Gross (loss) profit from new home sales
 
(255
)
 
615

 
(870
)
 
(141.5
)%
 
 
 
 
 
 
 
 
 
Gross revenues from used home sales
 
5,901

 
8,178

 
(2,277
)
 
(27.8
)%
Cost of used home sales
 
6,064

 
8,147

 
(2,083
)
 
(25.6
)%
Gross (loss) profit from used home sales
 
(163
)
 
31

 
(194
)
 
(625.8
)%
 
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
 
1,816

 
2,994

 
(1,178
)
 
(39.3
)%
Home selling expenses
 
1,639

 
1,525

 
114

 
7.5
 %
(Loss) income from home sales operations and other
 
$
(241
)
 
$
2,115

 
$
(2,356
)
 
(111.4
)%
 
 
 
 
 
 
 
 
 
Home sales volumes
 
 
 
 
 
 
 
 
Total new home sales(2)
 
301

 
229

 
72

 
31.4
 %
               New Home Sales Volume - ECHO JV
 
97

 
88

 
9

 
10.2
 %
Used home sales
 
653

 
817

 
(164
)
 
(20.1
)%
Brokered home resales
 
403

 
466

 
(63
)
 
(13.5
)%
_________________________
(1) New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.
(2) Total new home sales volume includes home sales from our ECHO JV for the six months ended June 30, 2016 and 2015, respectively.
The decrease in income from home sales operations and other is primarily due to lower revenue from ancillary services, which includes retail sales at various Properties, as well as lower gross profits from new home sales.

33

Management's Discussion (continued)

Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the six months ended June 30, 2016 and 2015 (amounts in thousands, except rental unit volumes).
 
 
2016
 
2015
 
Variance
 
%
Change
Manufactured homes:
 
 
 
 
 
 
 
 
New Home
 
$
12,473

 
$
10,310

 
$
2,163

 
21.0
 %
Used Home
 
12,588

 
15,427

 
(2,839
)
 
(18.4
)%
Rental operations revenue (1)
 
25,061

 
25,737

 
(676
)
 
(2.6
)%
Rental home operating and maintenance
 
3,106

 
3,358

 
(252
)
 
(7.5
)%
Income from rental operations
 
21,955

 
22,379

 
(424
)
 
(1.9
)%
Depreciation on rental homes (2)
 
5,314

 
5,387

 
(73
)
 
(1.4
)%
Income from rental operations, net of depreciation
 
$
16,641

 
$
16,992

 
$
(351
)
 
(2.1
)%
 
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
 
$
120,708

 
$
108,937

 
$
11,771

 
10.8
 %
Gross investment in used manufactured home rental units
 
$
54,655

 
$
60,822

 
$
(6,167
)
 
(10.1
)%
 
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
 
$
96,167

 
$
89,097

 
$
7,070

 
7.9
 %
Net investment in used manufactured home rental units
 
$
30,375

 
$
42,443

 
$
(12,068
)
 
(28.4
)%
 
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
 
2,267

 
2,062

 
205

 
9.9
 %
Number of occupied rentals – used, end of period
 
2,594

 
2,981

 
(387
)
 
(13.0
)%
______________________
(1) 
Rental operations revenue consists of Site rental income and home rental income. Approximately $18.0 million and 18.6 million for the six months ended June 30, 2016 and 2015, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(2) 
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
(3) 
New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $15.4 million and $10.4 million at June 30, 2016 and 2015, respectively.
(4) 
Includes 143 and 65 homes rented through our ECHO JV in 2016 and 2015, respectively.
The decrease in income from rental operations is primarily due to a decrease in the number of occupied rental units. The occupancy decrease is partially offset by the change in the mix of occupied rentals, driven by an increased number of occupied new homes at a higher rental rate.
Other Income and Expenses
The following table summarizes other income and expenses for the six months ended June 30, 2016 and 2015 (amounts in thousands, expenses shown as negative).
 
 
2016
 
2015
 
Variance
 
%
Change
Depreciation on real estate and rental homes
 
$
(57,684
)
 
$
(56,451
)
 
$
(1,233
)
 
(2.2
)%
Amortization of in-place leases
 
(763
)
 
(1,334
)
 
571

 
42.8
 %
Interest income
 
3,285

 
3,556

 
(271
)
 
(7.6
)%
Income from other investments, net
 
3,993

 
3,297

 
696

 
21.1
 %
General and administrative (excluding transaction costs)
 
(15,065
)
 
(14,465
)
 
(600
)
 
(4.1
)%
Transaction costs
 
(598
)
 
(482
)
 
(116
)
 
(24.1
)%
Property rights initiatives and other
 
(1,181
)
 
(1,247
)
 
66

 
5.3
 %
Early debt retirement
 

 
(16,922
)
 
16,922

 
100.0
 %
Interest and related amortization
 
(51,195
)
 
(53,421
)
 
2,226

 
4.2
 %
Total other income and expenses, net
 
$
(119,208
)
 
$
(137,469
)
 
$
18,261

 
13.3
 %
Depreciation on real estate and rental homes increased primarily due to increased capital expenditures and the acquisitions that occurred during the first half of 2016 (see Note 4 to the Consolidated Financial Statements for additional detail regarding our recent acquisition activity).
Early debt retirement expense was higher in 2015 as a result of the defeasance and prepayment activity that occurred during the first quarter of 2015.
A decrease in secured debt, resulting from the aforementioned refinancing and prepayment activity, and lower weighted average interest rates contributed to the decrease in interest and related amortization.

34

Management's Discussion (continued)


Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, debt service, including principal and interest, capital improvements on properties, purchasing both new and pre-owned homes, acquisitions of new Properties, and distributions. We expect similar demands for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit ("LOC") and proceeds from issuance of equity and debt securities.
On May 4, 2015, we extended our at-the-market (“ATM”) offering program by entering into new separate equity distribution agreements with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. For the six months ended June 30, 2016, we sold 683,548 shares of our common stock under the ATM offering Program for gross cash proceeds of approximately $50.0 million before expenses of approximately $0.7 million. As of June 30, 2016, $75.0 million of common stock remained available for issuance under the ATM equity offering program. In addition, we have available liquidity in the form of authorized and unissued preferred stock of approximately 9.9 million shares and approximately 114.7 million shares of authorized but unissued common stock registered for sale under the Securities Act of 1933, as amended, by a shelf registration statement which was automatically effective when filed with the SEC. Our charter allows us to issue up to 200.0 million shares of common stock, par value $0.01 per share, and up to 10.0 million shares of preferred stock, par value $0.01 per share.
One of our stated objectives is to maintain financial flexibility.  Achieving this objective allows us to take advantage of strategic opportunities that may arise.  We believe effective management of our balance sheet, including maintaining various access points to raise capital, manage future debt maturities and borrow at competitive rates enables us to meet this objective. We believe that as of June 30, 2016, we have sufficient liquidity, in the form of $69.6 million in available cash, net of restricted cash, and $400.0 million available on our LOC, to satisfy our near term obligations. Our LOC has a borrowing capacity of $400.0 million with the option to increase the borrowing capacity by $100.0 million, subject to certain conditions (See Note 7 to the Consolidated Financial Statements).
We expect to meet our short-term liquidity requirements, including the second quarter distribution of approximately $39.3 million paid on July 8, 2016, as well as all the remaining distributions, generally through available cash as well as net cash provided by operating activities and availability under our existing LOC. We consider these resources to be adequate to meet our operating requirements for capital improvements, amortizing debt and payment of dividends and distributions.
We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, property acquisitions and capital improvements by use of our current cash balance, long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additional equity securities, in addition to net cash provided by operating activities. As of June 30, 2016, we have approximately $66.9 million of scheduled debt maturities in 2016 (excluding scheduled principal payments on debt maturing in 2016 and beyond). We expect to satisfy our 2016 maturities with existing cash and anticipated operating cash flow.
In connection with the acquisition completed in June 2016, we assumed approximately $22.6 million of mortgage debt secured by the Forest Lake Estates manufactured home community with a stated interest rate of 4.51% per annum, which is set to mature in 2038.
During the six months ended June 30, 2016, we paid off two maturing mortgages of approximately $13.1 million, with weighted average interest rate of 5.53% per annum, each secured by one manufactured home property.
On July 1, 2016, we paid off two maturing mortgage loans of approximately $23.9 million. The loans had a weighted average interest rate of 5.99% per annum respectively and were secured by one RV resort and one manufactured home property.


35

Management's Discussion (continued)

The table below summarizes cash flow activity for the six months ended June 30, 2016 and 2015 (amounts in thousands):
 
Six Months Ended June 30,
 
2016
 
2015
Net cash provided by operating activities
$
186,807

 
$
209,946

Net cash used in investing activities
(136,090
)
 
(68,615
)
Net cash used in financing activities
(56,104
)
 
(130,100
)
Net (decrease)/increase in cash
$
(5,387
)
 
$
11,231

Operating Activities
Net cash provided by operating activities decreased $23.1 million to $186.8 million for the six months ended June 30, 2016, from $209.9 million for the six months ended June 30, 2015. The overall decrease in net cash provided by operating activities is primarily due to a decrease of $16.0 million in Accrued expenses and accounts payable, a decrease in Escrow deposits, goodwill and other assets of $14.4 million, as well as an decrease of $1.6 million in Rents received in advance and security deposits, partially offset by an increase in Income from property operations of $13.5 million.
Investing Activities
Net cash used in investing activities was $136.1 million for the six months ended June 30, 2016 compared to $68.6 million for the six months ended June 30, 2015. Significant components of net cash used in investing activities include:
We paid approximately $76.2 million in 2016 to acquire the Rose Bay RV Resort, Forest Lakes Estates and Portland Fairview which resulted in an additional 984 RV Sites and 894 manufactured home Sites. We paid approximately $23.7 million in 2015 to acquire the Bogue Pines MH Property, Whispering Pines RV Resort and Miami Everglades RV Resort. These acquisitions contributed an additional 731 Sites.
We contributed $5.0 million to our ECHO JV in 2016 compared to the $4.0 million we invested in 2015. (see Note 5 to the Consolidated Financial Statements for a description of our joint ventures).
We paid approximately $55.7 million and $42.3 million for capital improvements during the quarters ended June 30, 2016 and 2015, respectively (see Capital Improvements table below).
Capital Improvements
The table below summarizes capital improvement activity for the six months ended June 30, 2016 and 2015 (amounts in thousands):
 
Six Months ended
June 30,
 (1)
 
2016
 
2015
Recurring Capital Expenditures (2)
$
18,317

 
$
18,265

Property upgrades and site development
5,961

 
3,749

New home investments (3)
27,774

 
15,905

Used home investments
3,210

 
3,797

Total Property
55,262

 
41,716

Corporate
445

 
543

Total Capital improvements
$
55,707

 
$
42,259

______________________
(1) 
Excludes non-cash activity of approximately $0.4 million of used homes acquired through foreclosure of Chattel Loans for the six months ended June 30, 2016 and 2015, respectively.
(2) 
Recurring capital expenditures are primarily comprised of common area improvements, furniture, and mechanical improvements.
(3) 
Excludes new home investment associated with our ECHO JV.
Financing Activities
Net cash used in financing activities was $56.1 million for the six months ended June 30, 2016 compared to net cash used in financing activities of $130.1 million for the six months ended June 30, 2015. Significant components of net cash used in financing activities include:
We paid approximately $19.4 million of amortizing principal debt and approximately $13.1 million to repay two maturing mortgage in 2016. This compares to 2015 where we had approximately $18.4 million of amortizing principal debt, approximately $48.7 million of maturing mortgage, defeased approximately $370.2 million of debt and paid a total of

36

Management's Discussion (continued)

approximately $23.5 million in debt issuance and defeasance costs as well as early debt retirement costs. (See Note 7 to the Consolidated Financial Statements for a description of our borrowing arrangements).
We sold 683,548 shares of our common stock under the ATM offering program for gross cash proceeds of approximately $50.0 million before expenses during the six months ended June 30, 2016 (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
We received $395.3 million in financing proceeds in 2015. (see Note 7 to the Consolidated Financial Statements for a description of our borrowing arrangements).
We made distributions of approximately $77.9 million in the first six months of 2016 to Common Stockholders, Common OP unitholders and preferred stockholders which were partially offset by proceeds received of approximately $5.2 million from the exercise of stock options and the sale of shares through the employee stock purchase plan (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
We made distributions of approximately $68.5 million in the first quarter of 2015 to Common Stockholders, Common OP unitholders and preferred stockholders and paid approximately $0.3 million for offering costs, offset by proceeds received of approximately $4.3 million from the exercise of stock options and the sale of shares through the employee stock purchase plan (see Note 3 to the Consolidated Financial Statements for a description of our equity transactions).
Contractual Obligations
As of June 30, 2016, we were subject to certain contractual payment obligations as described in the table below (amounts in thousands):
 
Total (5)
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Long Term Borrowings (1)
$
2,126,878

 
$
86,816

 
$
98,153

 
$
230,697

 
$
232,073

 
$
349,125

 
$
1,130,014

Interest Expense (2)
654,066

 
49,875

 
93,482

 
84,214

 
69,499

 
54,242

 
302,754

Operating Lease
11,588

 
1,063

 
2,171

 
2,221

 
2,062

 
2,011

 
2,060

LOC Maintenance Fee (3)
1,660

 
409

 
811

 
440

 

 

 

Ground Lease (4)
17,380

 
981

 
1,963

 
1,957

 
1,960

 
1,961

 
8,558

Total Contractual Obligations
$
2,811,572

 
$
139,144

 
$
196,580

 
$
319,529

 
$
305,594

 
$
407,339

 
$
1,443,386

Weighted average interest rates - Long Term Borrowings
4.54
%
 
4.81
%
 
4.75
%
 
4.66
%
 
4.45
%
 
4.56
%
 
4.36
%
 ______________________________
(1) 
Balance excludes note premiums of $7.1 million and deferred financing costs of approximately $18.9 million. Balances include debt maturing and scheduled periodic principal payments.
(2) 
Amounts include interest expected to be incurred on our secured debt and Term Loan based on obligations outstanding as of June 30, 2016.
(3) 
As of June 30, 2016, assumes we will not exercise our one year extension option on July 17, 2018 and assumes we will maintain our current leverage ratios as defined by the LOC.
(4) 
We also lease land under non-cancelable operating leases at certain of the Properties expiring in various years from 2017 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues.
(5) 
We do not include insurance, property taxes and cancelable contracts in the contractual obligations table.
We believe that we will be able to refinance our maturing debt obligations on a secured or unsecured basis; however, to the extent we are unable to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flow, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize our risks of inflation. In addition, our resort Properties are not generally subject to leases and rents are established for these Sites on an annual basis. Our right-to-use contracts generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years of age.
Off Balance Sheet Arrangements
As of June 30, 2016, we have no off balance sheet arrangements.


37

Management's Discussion (continued)

Funds From Operations
Funds from Operations ("FFO") is a non-GAAP financial measure. We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, impairments, if any, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We receive up-front non-refundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of non-refundable right-to-use payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We believe FFO, as defined by the Board of Governors of NAREIT, is generally a measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
Normalized Funds from Operations ("Normalized FFO") is a non-GAAP measure. We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisition and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization, impairments, if any, and actual or estimated gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, property acquisition and other transaction costs related to mergers and acquisitions from Normalized FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Our definitions and calculations of these non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

38

Management's Discussion (continued)

The following table presents a calculation of FFO available for Common Stock and OP Unit holders and Normalized FFO available for Common Stock and OP Unit holders for the quarters ended June 30, 2016 and 2015 (amounts in thousands):
 
 
Quarters Ended
June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Computation of FFO and Normalized FFO:
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
 
$
35,490

 
$
31,786

 
$
86,073

 
$
58,972

Income allocated to common OP units
 
2,998

 
2,724

 
7,308

 
5,054

Right-to-use contract upfront payments, deferred, net
 
798

 
1,455

 
1,100

 
2,228

Right-to-use contract commissions, deferred, net
 
(116
)
 
(764
)
 
(12
)
 
(1,007
)
Depreciation on real estate assets
 
26,362

 
25,654

 
52,370

 
51,064

Depreciation on rental homes
 
2,667

 
2,681

 
5,314

 
5,387

Amortization of in-place leases
 
428

 
669

 
763

 
1,334

Depreciation on unconsolidated joint ventures
 
305

 
282

 
595

 
525

FFO available for Common Stock and OP Unit holders
 
68,932

 
64,487

 
153,511

 
123,557

Transaction costs
 
398

 
50

 
598

 
482

Early debt retirement
 

 
(69
)
 

 
16,922

Normalized FFO available for Common Stock and OP Unit holders
 
$
69,330

 
$
64,468

 
$
154,109

 
$
140,961

Weighted average Common Shares outstanding – fully diluted
 
92,264

 
91,851

 
92,163

 
91,829



39


Item 3.
Quantitative and Qualitative Disclosure of Market Risk
We disclosed a quantitative and qualitative analysis regarding market risk in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk on Form 10-K for the year ended December 31, 2015. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2015.

Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder as of June 30, 2016.
Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within us to disclose material information otherwise required to be set forth in our periodic reports.
Changes in Internal Control Over Financial Reporting

During the second quarter of 2016, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



40


Part II – Other Information

Item 1.
Legal Proceedings
See Note 12 of the Consolidated Financial Statements contained herein.

Item 1A.
Risk Factors
    
There have been no material changes to the risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 other than those disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 2016.

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

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosure
None.

Item 5.
Other Information
None.



41


Item 6.
Exhibit Index
 
10.4
Amended and Restated Equity LifeStyle Properties, Inc. 1997 Non-Qualified Employee Stock Purchase Plan, effective May 10, 2016.
31.1
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
32.2
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
101
The following materials from Equity LifeStyle Properties, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flow, and (v) Notes to Consolidated Financial Statements, filed herewith.


42


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
EQUITY LIFESTYLE PROPERTIES, INC.
 
 
 
Date: July 27, 2016
By:
/s/ Marguerite Nader
 
 
Marguerite Nader
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
Date: July 27, 2016
By:
/s/ Paul Seavey
 
 
Paul Seavey
 
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)
 
 
 
Date: July 27, 2016
By:
/s/ Ann Wallin
 
 
Ann Wallin
 
 
Vice President and Chief Accounting Officer
 
 
(Principal Accounting Officer)


43
Exhibit



















EQUITY LIFESTYLE PROPERTIES, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated Effective May 10, 2016)


1




TABLE OF CONTENTS
Section
 
Page Number
1
Purpose
3
2
Definitions
3
3
Administration
4
4
Participation
5
5
Contributions
5
6
Purchase of Stock
6
7
Delivery
6
8
Designation of Beneficiary
7
9
Transferability and Dispositions
7
10
Securities Registration
7
11
Compliance with Rule 16b-3
7
12
Amendment or Termination
7
13
Notices
8
14
Service
8
15
Employment Transfers
8
16
Approval of Shareholders
8
17
Changes in Capital Structure
8
18
Headings, References and Construction
8
19
RESTATEMENT
9
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



1.     Purpose

The primary purpose of this Plan is to encourage Stock ownership by each Eligible Employee and each Eligible Director in the belief that such stock ownership will increase his or her interest in the success of ELS so that they may share in the results of ELS's operations.

2.     Definitions

2.1    The term "Account" shall mean the separate bookkeeping account which shall be established and maintained by the Plan Administrator for each Participant for each Purchase Period to record the contributions made on his or her behalf to purchase Stock under this Plan.

2.2    The term "Beneficiary" shall mean the person designated as such in accordance with Section 8.

2.3    The term "Board" shall mean the Board of Directors of ELS.

2.4    The term "Closing Price" (a) for the first day of any Purchase Period shall mean the closing price for a share of Stock for such day as reported by the New York Stock Exchange or in any publication selected by the Committee or, if no such closing price is so reported for such day, the first closing price which is so reported after such day or, if no such closing price is so reported during the two week period which begins on the first day of such Purchase Period, the fair market value of a share of Stock as determined as of the first day of such Purchase Period by the Committee and (b) for the last day of a Purchase Period shall mean the closing price for a share of Stock for such day as reported by the New York Stock Exchange or in any publication selected by the Committee or, if no such closing price is so reported for such day, the last such closing price which is so reported before such day or, if no such closing price is so reported during the two week period which ends on the last day of such Purchase Period, the fair market value of a share of Stock as determined as of the last day of such Purchase Period by the Committee.

2.5    The term “Code” means the Internal Revenue Code of 1986, as amended.

2.6    The term "Committee" shall mean the Compensation, Nominating and Corporate Governance Committee of the Board.

2.7    The term "Election" shall mean the action which an Eligible Director or Eligible Employee shall be required to properly and timely take in order to make any of the elections available to an Eligible Director or Eligible Employee under this Plan.

2.8    The term "Eligible Director" shall mean a person (other than an officer or employee of ELS or a Participating Employer) who has been a member of the Board for at least six full calendar months at the beginning of a Purchase Period.

2.9    The term "Eligible Employee" shall mean each officer or employee of ELS or a Participating Employer:

(a)    who is shown on the payroll records of ELS or a Participating Employer as eligible for normal employee benefits, and


(b)    who has completed at least six full calendar months of employment with ELS or a Participating Employer at the beginning of a Purchase Period.

2.10    The term "ELS" shall mean Equity LifeStyle Properties, Inc., a Maryland corporation, and any successor to ELS.

2.11    The term "OLP" shall mean MHC Operating Limited Partnership.

2.12    The term "Participant" shall mean (a) for each Purchase Period an Eligible Director or Eligible

3



Employee who has elected to purchase Stock in accordance with Section 4 in such Purchase Period and (b) for any period any person for whom Stock is held pending delivery under Section 7.

2.13    The term "Participating Employer" shall mean OLP and any other organization owned in whole or in part, directly or indirectly, by ELS which is designated as such by the Committee.

2.14    The term "Pay" shall mean (i) in the case of an Eligible Employee, all cash compensation paid to him or her for service to ELS or a Participating Employer including regular straight time, overtime, commissions and bonuses, but excluding draws, amounts paid as living allowance or reimbursement of expenses and other similar payments; and (ii) in the case of an Eligible Director, all retainers and meeting and other service fees paid to him or her in cash by ELS.

2.15    The term "Pay Day" shall mean the day as of which Pay is paid to an Eligible Employee.

2.16    The term "Plan" shall mean this Equity LifeStyle Properties, Inc. Non-Qualified Employee Stock Purchase Plan as amended and restated effective as of May 10, 2016 and as thereafter amended from time to time.

2.17    The term "Plan Administrator" shall mean ELS or ELS's delegate.

2.18    The term "Purchase Period" shall mean a period set by the Committee and which shall run for no more than a year. Unless changed by the Committee, the Purchase Period shall mean a period which shall begin on the first day of a calendar month and end on the last day of such calendar month.

2.19    The term "Purchase Price" for each Purchase Period shall mean 85% of the lesser of (a) the Closing Price for a share of Stock on the first day of such Purchase Period; or (b) the Closing Price for a share of Stock on the last day of such Purchase Period.

2.20    The term "Rule 16b-3" shall mean Rule 16b-3 to Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor to such rule.

2.21    The term "Stock" shall mean the $.01 par value common stock of ELS. The aggregate number of shares of Stock available under this Plan shall not exceed 2,000,000, subject to adjustment pursuant to Section 17 hereof. Shares of Stock subject to the Plan may be either authorized but unissued shares, shares now held in the treasury of ELS, or shares hereafter acquired by ELS.

2.22    The term “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

3.    Administration

Except for the exercise of those powers expressly granted to the Committee to determine the Closing Price and who is a Participating Employer and to set the Purchase Period and the Purchase Price, the Plan Administrator shall be responsible for the administration of this Plan and shall have the power in connection with such administration to interpret the Plan and to take such other action in connection with such administration as the Plan Administrator deems necessary or equitable under the circumstances, including without limitation the power to correct errors and mistakes. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Director, each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of any such Eligible Director, Eligible Employee or Participant under this Plan.

4




4.    Participation

Each person who is an Eligible Director or an Eligible Employee shall be a Participant in this Plan for the related Purchase Period if he or she properly and timely makes an Election to participate in this Plan. The Eligible Employee may be required to provide such information and to take such action (in addition to the action required under Section 5) as the Plan Administrator deems necessary or appropriate in light of the purpose of this Plan or for the orderly administration of this Plan.

5.    Contributions

(a)    Election to Contribute. With the Election made under Section 4, the Participant shall specify the contributions which he or she proposes to make for the related Purchase Period. Such contributions shall be expressed as a specific dollar amount which the Participant proposes to contribute in cash, or a specific dollar amount that ELS or the Participant’s Participating Employer is authorized to deduct from his or her Pay each Pay Day, provided, however:

(1)
the minimum payroll deduction for a Participant for each Pay Day under this Plan shall be $20.00; and

(2)
the maximum contribution which a Participant may make under this Plan for any calendar year shall be $250,000; and

(3)
for contributions made in cash, the Participant shall deliver his or her check to the Human Resources Department at the time of making the Election; and

(4)
all contributions must be made with the Participant’s own funds.

(b)    Time for Making Election to Contribute. A Participant may make the Election to contribute to his her Account by payroll deductions or in cash during the four 10-day periods each year that begin immediately after the end of ELS’ “quiet period” each quarter The “quiet period” will be determined pursuant to ELS’ Policy on Securities Trading or any successor policy thereto., and the Election shall be effective for the Purchase Period that begins immediately after the Purchase Period in which the Election is made For example, if the Participant makes an Election to contribute funds or increase contributions on January 25, the Election would be effective for the February Purchase Period and any such contributed funds would be applied to purchase Stock pursuant to Section 6 on or about
March 1.. If a Participant desires to make a contribution in cash at other times, he or she may only do so after making a written request or email request to, and receiving written or email approval from, ELS’ General Counsel. If such approval is granted, the Participant must make an Election that shall be effective for the Purchase Period that begins immediately after the Purchase Period in which the Election is made2.

(c)    Withdrawals and Changes in Contributions. Except in the case of an Unforeseeable Emergency (as determined by the Plan Administrator), a Participant may not withdraw any amounts contributed to his or her Account. A Participant may make an Election to increase or reduce his or her contributions by payroll deduction during the four 10-day periods each year that begin immediately after the end of ELS’ “quiet period” each quarter1, and the Election shall be effective for the Purchase Period that begins immediately after the Purchase Period in which the Election is made2. A participant may make an Election to stop his or her contributions by payroll deduction at any time, and the Election shall be effective at the end of Purchase Period in which the Election is made. If a Participant elects to stop his or her contributions by payroll deduction, the Participant may not make an Election to re-start contributions by payroll deductions for a period of at least 30 days and then only during the four 10-day periods each year that begin immediately after the end of ELS’ “quiet period” each quarter1.

(d)    Account Credits, General Assets and Taxes. All payroll deductions made for a Participant shall be credited to his or her Account as of the Pay Day as of which the deduction is made. All cash contributions made by a Participant shall be credited to his or her Account as of the date his or her check is delivered to ELS’s Human Resources Department. All contributions made by a Participant under this Plan, whether in cash or through payroll

5



deductions, shall be held by ELS or by such Participant's Participating Employer, as agent for ELS. All such contributions shall be held as part of the general assets of ELS and shall not be held in trust or otherwise segregated from ELS's general assets. No interest shall be paid or accrued on any such contributions. Each Participant's right to the contributions credited to his or her Account shall be that of a general and unsecured creditor of ELS. ELS and each Participating Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any tax laws with respect to purchases of Stock made under this Plan.

(e)    Automatic Refunds. The balance credited to the Account of an Eligible Director automatically shall be refunded in full (without interest) if his or her status as a member of the Board terminates for any reason whatsoever during a Purchase Period, and the balance credited to the Account of an Eligible Employee automatically shall be refunded in full (without interest) if his or her status as an employee of ELS or a Participating Employer terminates for any reason whatsoever during a Purchase Period. Such refunds shall be made as soon as practicable after the Plan Administrator has actual notice of any such termination. A person's status as a Participant under this Plan shall terminate at the same time as his or her status as an Eligible Director or Eligible Employee terminates. Notwithstanding the foregoing, in the case of a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof), such Account balance shall not be refunded until at least six months after the date of termination.

6.    Purchase of Stock

(a)    If a Participant is an Eligible Director or an Eligible Employee through the end of a Purchase Period, the balance that remains credited to his or her Account at the end of such Purchase Period, up to a maximum of $250,000 for any calendar year, automatically shall be applied to purchase Stock at the Purchase Price for such Stock for such Purchase Period. Such Stock shall be purchased on behalf of the Participant by operation of this Plan in whole shares and any cash remaining in the Participant’s Account shall be carried over to the next Purchase Period.

(b)    Except as specifically provided herein, all Eligible Employees and Eligible Directors shall have the same rights and privileges under the Plan. All rules and determinations of the Board in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances as determined by the Board in its sole discretion.

(c)    If the total number of shares of Stock to be purchased on any date in accordance with Section 6(a) exceeds the number of shares of Stock then available under the Plan (after deduction of all Stock that has been purchased under Section 6(a)), the Participating Employer shall make a pro rata allocation of the Stock remaining available in as nearly a uniform manner and as it shall determine to be equitable.

(d)    Notwithstanding anything in this Plan to the contrary, in no event shall Stock be purchased under the Plan later than March 15th of the calendar year following the calendar year in which a Purchase Period ends.

7.    Delivery

Stock purchased by a Participant under this Plan shall be held for the Participant for a period of one (1) year after the date of purchase. At the end of this one (1) year period, the Participant may make an Election directing that the Stock be credited to a brokerage account designated by the Participant or, with the Plan Administrator’s prior written approval, a stock certificate representing the shares of Stock be delivered to the Participant registered in his or her name or, if the Participant so elects and if permissible under applicable law, in the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship. The Plan Administrator shall have the right to charge a Participant for registering Stock in the name of the Participant and any other person. No Participant (or any person who makes a claim for, on behalf of, or in place of a Participant) shall have any interest in any shares of Stock under this Plan until they have been purchased pursuant to the terms of the Plan. Stock certificates delivered under this Plan may be subject to such stock-transfer orders and such other restrictions as the Plan Administrator may deem advisable or necessary.


6



8.    Designation of Beneficiary

A Participant may designate a Beneficiary (a) who shall receive the balance credited to his or her Account if the Participant dies before the end of a Purchase Period and (b) who shall receive the Stock, if any, purchased for the Participant under this Plan if the Participant dies after the end of a Purchase Period but before either such Stock has been credited to a brokerage account designated by the Participant or the certificate representing such shares of Stock has been delivered to the Participant. The Participant may revise such designation at any time, and his or her revised designation shall be effective at such time as the Plan Administrator receives notice of the change. If a deceased Participant fails to designate a Beneficiary or, if no person so designated survives a Participant or, if after checking his or her last known mailing address, the whereabouts of the person so designated are unknown, then the Participant's estate shall be treated as his designated Beneficiary under this Section 8.

9.    Transferability and Dispositions

(a)    Neither the balance credited to a Participant's Account nor any rights to receive shares of Stock under this Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by his or her Beneficiary or by any other person during his or her lifetime, and any attempt to do so shall be without effect.

(b)    Except as provided in the next sentence, no "disposition" (as that term is defined in Section 424(c) of the Code) may be made of any Stock purchased under the Plan until the first anniversary of such purchase. Notwithstanding the foregoing, if a Participant who owns Stock subject to the foregoing restriction is determined by the Plan Administrator in its discretion to have experienced an Unforeseeable Emergency, then upon application made by the Participant, the Plan Administrator shall consent to a disposition of such Stock to the extent necessary to satisfy the serious financial need.

10.    Securities Registration

If ELS shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statutes any shares of Stock purchased under this Plan or to qualify any such shares of Stock for an exemption from any such statutes, ELS shall take such action at its own expense before delivery of the certificate representing such shares of Stock. If shares of Stock are listed on any national securities exchange at the time shares of Stock are purchased under this Plan, ELS whenever required shall make prompt application for the listing on such national securities exchange of such shares, at the expense of ELS.

11.    Compliance with Rule 16b-3

If any provision of this Plan or administrative guidelines under this Plan or any act or omission with respect to this Plan (including any act or omission by an Eligible Director or an Eligible Employee) fails to satisfy an exemptive condition under Rule 16b-3 or otherwise is inconsistent with such condition, such provision, guidelines or act or omission shall be deemed null and void.


12.    Amendment or Termination

This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the approval of ELS's shareholders to the extent such approval is required under the laws of the State of Maryland or to the extent such approval is required to meet the security holder approval requirements under any legal requirement applicable to ELS; provided, however, no amendment shall be retroactive unless the Board in its discretion determines that such amendment is in the best interest of ELS or such amendment is required by applicable law to be retroactive. The Board may terminate this Plan effective as of the end of any Purchase Period.


7



13.    Notices

All Elections and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been made when actually received in the manner specified by the Plan Administrator at the location or website, or by the person, designated by the Plan Administrator for the receipt of any such Election and other communications.

14.    Service

The right to elect to participate in this Plan shall not constitute an offer of employment or membership on the Board, and no election to participate in this Plan shall constitute an employment agreement for an Eligible Employee or an agreement with respect to Board membership for an Eligible Director. Any such right or election shall have no bearing whatsoever on the employment relationship between an Eligible Employee and any other person or on an Eligible Director's status as a member of the Board. Finally, no Eligible Director or Eligible Employee shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to employment or continued employment, and no Eligible Director shall be induced to participate in this Plan, or shall participate in this Plan, with the expectation that such participation will lead to continued membership on the Board.

15.    Employment Transfers

No Eligible Employee's employment shall be treated as terminated under this Plan as a result of a transfer between, or among, ELS or any other Participating Employer.

16.    Approval of Shareholders

This Plan was approved by the stockholders of Equity LifeStyle Properties, Inc. on
May 13, 1997.

17.    Changes in Capital Structure

(a)    In the event that the outstanding shares of Stock of ELS are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of ELS or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividend payable in shares, appropriate adjustment shall be made by the Board in the number of shares available under this Plan, and in the number or kind of shares as to which a right to purchase Stock of ELS under this Plan shall be exercisable, to the end that the applicable Participant’s proportionate interest shall be maintained as before the occurrence of such event. Any such adjustment made by the Board shall be consistent with Section 424(a) of the Code and shall be conclusive.

(b)    If ELS is not the surviving or resulting corporation in any reorganization, merger, consolidation or recapitalization, each right to purchase Stock of ELS under this Plan shall be assumed by the surviving or resulting corporation and each such right shall continue in full force and effect, and shall apply to the same number and class of securities of the surviving corporation as a holder of the number of shares of Stock subject to such right would have received in such consolidation or recapitalization.

18.    Headings, References and Construction

The headings to sections in this Plan have been included for convenience of reference only. This Plan shall be interpreted and construed in accordance with the laws of the State of Maryland.







8



19.    Restatement

This Plan was amended and restated in its entirety by the Board effective as of May 10, 2016.


EQUITY LIFESTYLE PROPERTIES, INC.

9
Exhibit


CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Paul Seavey, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Equity LifeStyle Properties, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 27, 2016
By:
/s/ Paul Seavey
 
Paul Seavey
 
Executive Vice President, Chief Financial Officer and Treasurer



Exhibit


CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Marguerite Nader, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Equity LifeStyle Properties, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 27, 2016
By:
/s/ Marguerite Nader
 
Marguerite Nader
 
President and Chief Executive Officer



Exhibit


CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of Equity LifeStyle Properties, Inc. for the three months ended June 30, 2016 (the “Form 10-Q”), I, Paul Seavey, Senior Vice President, Chief Financial Officer and Treasurer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: July 27, 2016
By:
/s/ Paul Seavey
 
Paul Seavey
 
Executive Vice President, Chief Financial Officer and Treasurer
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.



Exhibit


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of Equity LifeStyle Properties, Inc. for the three months ended June 30, 2016 (the “Form 10-Q”), I, Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc.
Date: July 27, 2016
By:
/s/ Marguerite Nader
 
Marguerite Nader
 
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.