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Wed Oct 21 · markets closed2 signals today108 insider buys this week · $250.3MCIRO short report next: Oct 31The week ahead

ELS

EQUITY LIFESTYLE PROPERTIES INC
NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS
61.97
+0.95 +1.56%
USD · close Oct 20

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MKT CAP $12BP/E 31.0DIV YIELD 3.37%FCF YIELD 2.79%REV TTM $1.5B +1.0%NET INCOME $399.2M +4.0%NET DEBT $3.3B52W 57.62 – 68.37SEC XBRL · TTM TO Invalid Date

How ELS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
31%
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Added
344
new sentences
Dropped
373
sentences removed
Length
−717
words, now 35,912

New in FY2025

  • Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. 2025 Highlights We continued our strong performance in 2025, as marked by these key operational and financial accomplishments: • Net income per share of common stock (“Common Share”) on a fully diluted basis was $2.01 for the year ended December 31, 2025, 2.6% higher than the year ended December 31, 2024. • FFO per Common Share on a fully diluted basis was $3.08 for the year ended December 31, 2025, 1.5% higher than the year ended December 31, 2024. • Normalized FFO per Common Share on a fully diluted basis was $3.06 for the year ended December 31, 2025, 5.0% higher than the year ended December 31, 2024. • 7.9% dividend increase in 2025 contributes to 5-year compounded annual dividend growth of 8.5%.
  • This compares to average growth of 5.2% across the residential REIT sector (1) over the same 5-year period. • Added 362 expansion sites during the year ended December 31, 2025. • New home sales of 439 for the year ended December 31, 2025. • During the year ended December 31, 2025, we repaid $86.9 million of secured debt at maturity. • During the year ended December 31, 2025, we entered into a $240.0 million unsecured term loan agreement with an effective fixed interest rate of 4.74% maturing on May 15, 2030.
  • Core Portfolio • Core portfolio generated growth of 4.8% in income from property operations, excluding property management, for the year ended December 31, 2025, compared to the year ended December 31, 2024, exceeding our long-term quarterly average of 4.5%.
  • (2) • Core MH base rental income for the year ended December 31, 2025 increased by $39.2 million, or 5.5%, compared to the year ended December 31, 2024. • Core Annual RV and marina base rental income for the year ended December 31, 2025 increased by $12.2 million, or 4.1%, compared to the year ended December 31, 2024.
  • During the second half of 2025, we increased Annual RV occupancy by 506 sites on a net basis. • Core property operating expenses, excluding property management, for the year ended December 31, 2025 increased by $5.8 million, or 1.0%, compared to the year ended December 31, 2024.
  • As of December 31, 2025, we owned or had an ownership interest in a portfolio of 453 Properties located throughout the United States and Canada containing 173,371 individual developed areas (“Sites”).
  • We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties. _____________________ (1) Includes all publicly traded single family home, multi-family home and manufactured housing U.S equity REITs, with a market capitalization of $3.0 billion or greater.
  • (2) Average quarterly growth from Q3 1998 through Q3 2025.
  • We expect it is likely that we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
  • Approximately one quarter of our rental agreements on MH Sites contain rent increase provisions that are directly or indirectly connected to published CPI statistics.
  • Approximately half of these rental agreements are subject to a CPI floor of approximately 2.0% to 6.0%.
  • State and local rent control regulations or rent-regulating governmental bodies affect 33 wholly-owned Properties, including 14 of our 47 California Properties, our 1 Connecticut Property, all 7 of our Delaware Properties, 1 of our 2 Maryland Properties, 1 of our 5 Massachusetts Properties, 1 of our 11 New Jersey Properties, 1 of our 7 New York Properties, 1 of our 14 Washington Properties, and 6 of our 11 Oregon Properties.
  • These rent control regulations govern rent increases and generally permit us to increase rates by either a defined percentage or a percentage of the increase in the national, regional or local CPI, depending on the rent control ordinance, which CPI-based increases generally range from 60.0% to 100.0% of CPI with certain limits depending on the jurisdiction.
  • The following table shows the breakdown of our Sites by type (amounts are approximate): Total Sites as of 12/31/2025 MH Sites 73,600 RV Sites: Annual 34,400 Seasonal 11,200 Transient 17,500 Marina Slips 6,900 Membership (1) 26,000 Joint Ventures (2) 3,900 Total (3) 173,400 _____________________ (1) Primarily utilized to service the approximately 108,700 members.
  • Includes approximately 6,000 Sites rented on an annual basis.
  • (2) Joint ventures have approximately 2,400 MH and RV annual Sites and 1,500 transient Sites.
  • (3) Total does not foot due to rounding Membership Sites are primarily utilized to service approximately 108,700 annual subscription members, including 20,700 free trial members added through our RV dealer program.
  • The majority of the remaining 88,000 have purchased a Thousand Trails Camping (“TTC”) membership, which is an annual subscription providing the member access to our Properties in one to five geographic regions of the United States.
  • In 2025, a TTC membership for a single geographic region required an Management’s Discussion and Analysis (continued) annual payment of $755.
  • In addition, members are eligible to upgrade their subscriptions, which increase usage rights during the membership term.
  • Beginning in the first quarter of 2025, we introduced subscription-based upgrade products with two- to four-year terms.
  • Prior to the introduction of subscription-based upgrade products, membership upgrades required non-refundable upfront payments.
  • Members who purchased an upgrade with a non-refundable upfront payment and remain in good standing are entitled to enhanced benefits for as long as they choose to remain in the program.
  • Results Overview (amounts in thousands) Years Ended December 31, 2025 2024 $ Change % Change (1) Net Income per fully diluted Common Share $ 2.01 $ 1.96 $ 0.05 2.6 % FFO per fully diluted Common Share and OP Unit $ 3.08 $ 3.03 $ 0.05 1.5 % Normalized FFO per fully diluted Common Share and OP Unit $ 3.06 $ 2.91 $ 0.15 5.0 % _____________________ (1) Calculations prepared using actual results without rounding.
  • Our Core Portfolio in 2025 and 2024 includes all Properties acquired prior to December 31, 2023 that we have owned and operated continuously since January 1, 2024.
  • Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2024 and 2025, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events.
  • For the year ended December 31, 2025, property operating revenues in our Core Portfolio increased 3.2% and property operating expenses in our Core Portfolio, excluding property management, increased 1.0% from the year ended December 31, 2024, resulting in increased income from property operations, excluding property management, of 4.8%.
  • We continue to expect there to be fluctuations in the sources of occupancy gains Management’s Discussion and Analysis (continued) depending on local market conditions, availability of vacant sites and success with converting renters to homeowners.
  • On a weighted average basis, our Core Portfolio was comprised of approximately 92% homeowners and 3% renters, and our average aggregate occupancy in our MH communities was approximately 94% and 95% for the years ended December 31, 2025 and December 31, 2024, respectively.
  • For the year ended December 31, 2025, our Core Portfolio occupancy decreased by 279 sites, which included an increase in rental occupancy of 190 sites and a decrease in homeowner occupancy of 469 sites.
  • The decrease of 279 sites was primarily driven by hurricane activity in late 2024.
  • During the year ended December 31, 2025, we also added 362 expansion sites in the Core Portfolio.
  • In addition to maintaining occupancy, we have experienced rental rate increases during the year ended December 31, 2025, which contributed to a growth of 5.5% in Core MH base rental income compared to the same period in 2024.
  • RV and marina base rental income in our Core Portfolio for the year ended December 31, 2025 was 0.2% higher than the same period in 2024 and was driven by an increase in annual revenues.
  • Core RV and marina base rental income from annuals represents 73.1% of total Core RV and marina base rental income and increased 4.1% for the year ended December 31, 2025 compared to the same period in 2024.
  • Core seasonal RV and marina base rental income decreased 9.9% for the year ended December 31, 2025 compared to the same period in 2024.
  • Core transient RV and marina base rental income decreased 8.5% for the year ended December 31, 2025 compared to the same period in 2024.
  • We continue to generate stable revenue from our Thousand Trails membership base within our Thousand Trails portfolio.
  • For the year ended December 31, 2025, annual membership subscriptions revenue increased 5.1% over the same period in 2024.
  • During the year ended December 31, 2025, we sold 17,150 TTC memberships and activated 23,002 TTC memberships through our RV dealer program.

and 304 more.

Gone since FY2024

  • Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. 2024 Accomplishments We continued our strong performance in 2024, as marked by these key operational and financial accomplishments: • Net income per share of common stock (“Common Share”) on a fully diluted basis was $1.96 for the year ended December 31, 2024, 16.0% higher than the year ended December 31, 2023. • FFO per Common Share on a fully diluted basis was $3.03 for the year ended December 31, 2024, 9.5% higher than the year ended December 31, 2023. • Normalized FFO per Common Share on a fully diluted basis was $2.91 for the year ended December 31, 2024, 5.9% higher than the year ended December 31, 2023. • Core portfolio generated growth of 6.5% in income from property operations, excluding property management, for the year ended December 31, 2024, compared to the year ended December 31, 2023. • Core MH base rental income increased by 6.1% during the year ended December 31, 2024, compared to the year ended December 31, 2023. • Manufactured homeowners within our Core portfolio increased by 379 to 67,002 as of December 31, 2024, compared to 66,623 as of December 31, 2023. • Core RV and marina base rental income for the year ended December 31, 2024 increased by 3.0%, compared to the year ended December 31, 2023. • Core Annual RV and marina base rental income for the year ended December 31, 2024 increased by 6.5%, compared to the year ended December 31, 2023. • New home sales of 756 for the year ended December 31, 2024. • Added 736 expansion sites during the year ended December 31, 2024. • Increased the annual dividend for 2024 to $1.91 per share of Common Stock, an increase of 6.7%, or $0.12, compared to the 2023 annual dividend of $1.79.
  • Over the past 10 years, we have increased our dividend by an average of 11.4% per year. • During the year ended December 31, 2024, we closed on a modification of our $500.0 million unsecured line of credit to extend the maturity date to July 18, 2028.
  • All other material terms, including interest rate terms, remained the same.
  • Additionally, we repaid our $300.0 million senior unsecured term loan and terminated the related interest rate swaps. • During the year ended December 31, 2024, we sold approximately 4.5 million shares of our common stock at a price of $70.00 per Common Share from our prior at-the-market (“ATM”) offering program that was entered into in February 2024. • In November 2024, we entered into our current ATM equity offering program with an aggregate offering price of up to $700.0 million.
  • As of December 31, 2024, we owned or had an ownership interest in a portfolio of 452 Properties located throughout the United States and Canada containing 173,201 individual developed areas (“Sites”).
  • We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.
  • We expect it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
  • Approximately one quarter of our rental agreements on MH Sites contain rent increase provisions that are directly or indirectly connected to the published CPI statistics issued from June through September of the year prior to the increase effective date.
  • Approximately two-thirds of these rental agreements are subject to a CPI floor of approximately 3.0% to 5.0%.
  • State and local rent control regulations affect 28 wholly-owned Properties, including 14 of our 47 California Properties, all 7 of our Delaware Properties, 1 of our 2 Maryland Properties, 1 of our 5 Massachusetts Properties, 1 of our 11 New Jersey Properties, 1 of our 7 New York Properties and 3 of our 11 Oregon Properties.
  • These rent control regulations govern rent increases and generally permit us to increase rates by a percentage of the increase in the national, regional or local CPI, depending on the rent control ordinance.
  • These rate increases generally range from 60.0% to 100.0% of CPI with certain limits depending on the jurisdiction.
  • The following table shows the breakdown of our Sites by type (amounts are approximate): Total Sites as of December 31, 2024 MH Sites 73,200 RV Sites: Annual 34,200 Seasonal 11,800 Transient 17,300 Marina Slips 6,900 Membership (1) 26,000 Joint Ventures (2) 3,800 Total 173,200 _____________________ (1) Primarily utilized to service the approximately 113,600 members.
  • Includes approximately 5,900 Sites rented on an annual basis.
  • (2) Includes approximately 2,000 annual Sites and 1,800 transient Sites.
  • Membership Sites are primarily utilized to service approximately 113,600 annual subscription members, including 21,500 free trial members added through our RV dealer program.
  • The majority of the remaining 92,100 have purchased a Thousand Trails Camping (“TTC”) membership, which is an annual subscription providing the member access to our Properties in one to five geographic regions of the United States.
  • In 2024, a TTC membership for a single geographic region required an annual payment of $725.
  • In addition, members are eligible to upgrade their subscriptions.
  • A membership upgrade may offer (1) increased length of consecutive stay; (2) the ability to make earlier advance reservations; (3) discounts on rental Management's Discussion and Analysis (continued) accommodations and (4) access to additional properties, including non-membership recreational vehicle ("RV") properties.
  • Certain membership upgrades require a non-refundable upfront payment, for which we offer financing options to eligible customers.
  • As a customer acquisition tool, we have relationships with a network of RV dealers to provide each new RV owner with a free one-year trial subscription to a TTC membership.
  • Results Overview (amounts in thousands) Years Ended December 31, 2024 2023 $ Change % Change (1) Net Income per fully diluted Common Share $ 1.96 $ 1.69 $ 0.27 16.0 % FFO per fully diluted Common Share and OP Unit $ 3.03 $ 2.77 $ 0.26 9.5 % Normalized FFO per fully diluted Common Share and OP Unit $ 2.91 $ 2.75 $ 0.16 5.9 % _____________________ (1) Calculations prepared using actual results without rounding.
  • Our Core Portfolio in 2024 and 2023 includes all Properties acquired prior to December 31, 2022 that we have owned and operated continuously since January 1, 2023.
  • Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2023 and 2024, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events.
  • For the year ended December 31, 2024, property operating revenues in our Core Portfolio, increased 4.8% and property operating expenses in our Core Portfolio, excluding property management, increased 2.6%, from the year ended December 31, 2023, resulting in increased income from property operations, excluding property management, of 6.5%.
  • We continue to expect there to be fluctuations in the sources of occupancy gains depending on local market conditions, availability of vacant sites and success with converting renters to homeowners.
  • Our Core Management's Discussion and Analysis (continued) Portfolio was comprised of approximately 92% homeowners and 3% renters, and our average aggregate occupancy in our MH communities was approximately 95% for both the years ended December 31, 2024 and December 31, 2023.
  • For the year ended December 31, 2024, our Core Portfolio occupancy increased by 38 sites with an increase in homeowner occupancy of 379 sites and a decrease in rental occupancy of 341.
  • In addition to maintaining occupancy, we have experienced rental rate increases during the year ended December 31, 2024, which contributed to a growth of 6.1% in Core MH base rental income compared to the same period in 2023.
  • RV and marina base rental income in our Core Portfolio for the year ended December 31, 2024, was 3.0% higher than the same period in 2023 and was driven by an increase in annual revenues.
  • Core RV and marina base rental income from annuals represents 70.3% of total Core RV and marina base rental income and increased 6.5% for the year ended December 31, 2024 compared to the same period in 2023.
  • Core seasonal RV and marina base rental income decreased 4.7% for the year ended December 31, 2024 compared to the same period in 2023.
  • Core transient RV and marina base rental income decreased 4.3% for the year ended December 31, 2024 compared to the same period in 2023.
  • We continue to experience a stable membership base within our Thousand Trails portfolio.
  • For the year ended December 31, 2024, annual membership subscriptions revenue increased 0.8% over the same period in 2023.
  • During the year ended December 31, 2024, we sold 19,539 TTC memberships and activated 23,552 TTC memberships through our RV dealer program.
  • The following table provides additional details regarding our TTC memberships for the past five years: 2024 2023 2022 2021 2020 TTC Origination 43,091 45,990 51,415 50,523 44,129 TTC Sales 19,539 20,758 23,237 23,923 20,587 RV Dealer TTC Activations 23,552 25,232 28,178 26,600 23,542 Demand for our homes and communities is strong, as evidenced by factors including our high occupancy levels.
  • Additionally, we closed 756 new home sales during the year ended December 31, 2024 compared to 905 new home sales during the year ended December 31, 2023.
  • Our strategy of converting existing residents to home buyers continues to be successful, with approximately 25% of our home sales during the year ended December 31, 2023 coming from individuals who already reside in our communities as an existing renters or homeowners.

and 333 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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