EQUITY LIFESTYLE PROPERTIES INC

Previous wording

We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. As of September 30, 2024, we owned or had an ownership interest in a portfolio of 452 Properties located throughout the United States and Canada containing 172,870 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia, with more than 110 Properties with lake, river or ocean frontage and more than 120 Properties within ten miles of the coastal United States.

Current wording

We are a self-administered and self-managed real estate investment trust (“REIT”) with headquarters in Chicago, Illinois. We are a fully integrated owner of lifestyle-oriented properties (“Properties”) consisting of property operations and home sales and rental operations primarily within manufactured home (“MH”) and recreational vehicle (“RV”) communities and marinas. As of March 31, 2025, we owned or had an ownership interest in a portfolio of 455 Properties located throughout the United States and Canada containing 173,340 individual developed areas (“Sites”). These Properties are located in 35 states and British Columbia.

Previous wording

(1)Primarily utilized to service approximately 117,400 members. Includes approximately 5,900 Sites rented on an annual basis.

Current wording

(1)Primarily utilized to service approximately 112,400 members. Includes approximately 5,800 Sites rented on an annual basis.

Previous wording

(2)Includes approximately 2,000 annual Sites and 1,800 transient Sites.

Current wording

(2)Includes approximately 2,100 annual Sites and 1,800 transient Sites.

Previous wording

Core property operating revenues increased 4.4% and Core income from property operations, excluding property management increased 5.8% for the quarter ended September 30, 2024, compared to the same period in 2023. For the nine months ended September 30, 2024, Core property operating revenues increased 4.9% and Core income from property operations, excluding property management increased 6.2% compared to the same period in 2023.

Current wording

Core property operating revenues increased 2.9% and Core income from property operations, excluding property management increased 3.8% for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024.

Previous wording

We continue to focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 95.0% for the quarter ended September 30, 2024 and 94.9% for each of the quarters ended December 31, 2023 and September 30, 2023. For the quarter ended September 30, 2024, our Core Portfolio occupancy increased by 107 sites, which included an increase in homeowner occupancy of 111 sites and a decrease in rental occupancy of 4 compared to June 30, 2024. While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes represents an attractive source of occupancy and an opportunity to potentially convert the renter to a new homebuyer in the future. We continue to expect there to be fluctuations in the sources of occupancy depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. As of September 30, 2024, we had 2,012 occupied rental homes in our Core MH communities.

Current wording

We continue to focus on the quality of occupancy growth by increasing the number of manufactured homeowners in our Core Portfolio. Our Core Portfolio average occupancy includes both homeowners and renters in our MH communities and was 94.4% for the quarter ended March 31, 2025 and 94.9% for each of the quarters ended December 31, 2024 and March 31, 2024. For the quarter ended March 31, 2025, our Core Portfolio occupancy decreased by 171 sites, primarily due to resident homes damaged by storms in late 2024 in approximately six Florida communities. While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes represents an attractive source of occupancy and an opportunity to potentially convert the renter to a new homebuyer in the future. We continue to expect there to be fluctuations in the sources of occupancy depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. As of March 31, 2025, we had 1,918 occupied rental homes in our Core MH communities.

Previous wording

RV and marina base rental income in our Core Portfolio increased 1.3% for the quarter ended September 30, 2024, compared to the same period in 2023, driven primarily by an increase in Annual RV rental income. Core RV and marina base rental income from annuals represents 68.0% of total Core RV and marina base rental income and increased 6.2% for the quarter ended September 30, 2024, compared to the same period in 2023 due to an 8.3% increase in rate, offset by a 2.1% decrease in occupancy. Core seasonal and transient RV and marina base rental income decreased 13.3% and 6.1%, respectively, for the quarter ended September 30, 2024, compared to the same period in 2023 due to loss of occupancy from Hurricane Ian workers at our Florida properties and returning competitor supply, weather disruptions in the Northeast and normalized demand following the COVID pandemic.

Current wording

RV and marina base rental income in our Core Portfolio increased 0.2% for the quarter ended March 31, 2025, compared to the same period in 2024, driven primarily by an increase in Annual RV rental income. Core RV and marina base rental income from annuals represents 65.7% of total Core RV and marina base rental income and increased 4.1% for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, due to a 6.4% increase in rate, offset by a decline of 2.3% in occupancy. Core seasonal and transient RV and marina base rental income decreased 5.3% and 9.1%, respectively, for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024 due to returning competitor supply following a period of weather-related disruption in addition to a return to normalized demand.

Previous wording

We closed 174 new home sales during the quarter ended September 30, 2024, compared to 285 new home sales during the quarter ended September 30, 2023, a decrease of 38.9%. The decrease in new home sales during the quarter ended September 30, 2024 was primarily driven by the Florida and Arizona markets, where we had fewer sales locations than the same period in 2023.

Current wording

We closed 117 new home sales during the quarter ended March 31, 2025, compared to 191 new home sales during the quarter ended March 31, 2024, a decrease of 38.7%. The decrease in new home sales during the quarter ended March 31, 2025 was driven by the Florida and Arizona markets, primarily due to the stabilization of occupancy at certain properties which resulted in fewer homes being available for sale this quarter as compared to the quarter ended March 31, 2024, disruption due to Hurricanes Milton and Helene and a decrease in home sales in Arizona as compared to the first quarter of 2024.

Previous wording

Our gross investment in real estate increased $149.6 million to $7,855.9 million as of September 30, 2024 from $7,706.3 million as of December 31, 2023, primarily due to capital improvements during the nine months ended September 30, 2024.

Current wording

Our gross investment in real estate increased $44.9 million to $7,960.5 million as of March 31, 2025 from $7,915.7 million as of December 31, 2024, primarily due to capital improvements during the quarter ended March 31, 2025.

Previous wording

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 are meaningful as they allow investors the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include income from property operations and Core Portfolio, FFO and Normalized FFO.

Current wording

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 are meaningful as they allow investors the ability to understand key operating details of our business 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 and Core Portfolio, FFO and Normalized FFO.

Previous wording

We use income from property operations, income from property operations, excluding property management, and Core Portfolio income from property operations, excluding property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, membership sales and marketing expenses and property management expenses. Income from property operations, excluding property management, represents income from property operations excluding property management expenses. Property management represents the expenses associated with indirect costs such as off-site payroll and certain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the operating results of our properties, excluding items that are not directly related to the operation of the properties. For comparative purposes, we present bad debt expense within Property operating and maintenance in the current and prior periods. We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.

Current wording

We use income from property operations, income from property operations, excluding property management, and Core Portfolio income from property operations, excluding property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade revenue, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, membership sales and marketing expenses and property management expenses. Income from property operations, excluding property management, represents income from property operations excluding property management expenses. Property management represents the expenses associated with indirect costs such as off-site payroll and certain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the operating results of our properties, excluding items that are not directly related to the operation of the properties. For comparative purposes, we present bad debt expense within Property operating and maintenance in the current and prior periods. We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.

Previous wording

The following table reconciles net income available for Common Stockholders to income from property operations for the quarters and nine months ended September 30, 2024 and 2023:

Current wording

The following table reconciles net income available for Common Stockholders to income from property operations for the quarters ended March 31, 2025 and 2024:

Previous wording

The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the quarters and nine months ended September 30, 2024 and 2023:

Current wording

The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the quarters ended March 31, 2025 and 2024:

Previous wording

(2)Represents insurance recovery revenue for reimbursement of capital expenditures related to Hurricane Ian.

Current wording

(1)Represents insurance recovery revenue for reimbursement of capital expenditures related to Hurricane Ian.

Previous wording

This section discusses the comparison of our results of operations for the quarters and nine months ended September 30, 2024 and September 30, 2023 and our operating activities, investing activities and financing activities for the nine months ended September 30, 2024 and September 30, 2023. Our Core Portfolio consists of our Properties owned and operated during all of 2023 and 2024. 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 comparison of our results of operations for the quarters and nine months ended September 30, 2023 and September 30, 2022 and discussion of our operating activities, investing activities and financing activities for the nine months ended September 30, 2023 and September 30, 2022, refer to Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2023, filed with the SEC on January 23, 2024.

Current wording

This section discusses the comparison of our results of operations for the quarters ended March 31, 2025 and March 31, 2024 and our operating activities, investing activities and financing activities for the quarters ended March 31, 2025 and March 31, 2024. Our Core Portfolio consists of our Properties owned and operated during all of 2024 and 2025. 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 comparison of our results of operations for the quarters ended March 31, 2024 and March 31, 2023 and discussion of our operating activities, investing activities and financing activities for the quarters ended March 31, 2024 and March 31, 2023, refer to Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 1, 2024.

Previous wording

(2)Membership upgrade sales revenue is net of deferrals of $5.9 million and $7.0 million for the quarters ended September 30, 2024 and September 30, 2023, respectively.

Current wording

(3)Membership upgrade revenue is net of deferrals of $0.9 million and $3.6 million for the quarters ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

(3)Includes bad debt expense for all periods presented.

Current wording

(4)Includes bad debt expense for all periods presented.

Previous wording

(4)Membership sales and marketing expense is net of sales commission deferrals of $1.2 million for both the quarters ended September 30, 2024 and September 30, 2023.

Current wording

(5)Membership sales and marketing expense is net of sales commission deferrals of $0.3 million and $0.4 million for the quarters ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

(5)See Part I. Item 2. Management's Discussion and Analysis—Non-GAAP Financial Measures for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.

Current wording

(6)See Part I. Item 2. Management's Discussion and Analysis—Non-GAAP Financial Measures for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.

Previous wording

Total portfolio income from property operations for the quarter ended September 30, 2024, increased $7.5 million, or 4.5%, from the quarter ended September 30, 2023, driven by an increase of $10.3 million, or 6.3%, from our Core Portfolio, offset by a decrease of $2.8 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to higher property operating revenues, primarily in MH base rental income, RV and marina base rental income and utility and other income, partially offset by an increase in property operating and maintenance expenses and real estate taxes.

Current wording

Total portfolio income from property operations for the quarter ended March 31, 2025, increased $5.9 million, or 3.1%, from the quarter ended March 31, 2024, driven by an increase of $7.1 million, or 3.8%, from our Core Portfolio, offset by a decrease of $1.2 million from our Non-Core Portfolio. The increase in Income from property operations from our Core Portfolio was primarily due to higher property operating revenues, primarily in MH base rental income along with an increase in Utility and other income, partially offset by a decrease in Membership upgrade revenue driven by a cessation of upfront membership upgrade product offerings, during the first quarter of 2025. The increase in Property operating revenues was partially offset by an increase in property operating expenses, primarily an increase in Repairs and maintenance and Insurance and other, partially offset by a decrease in Membership sales and marketing expenses.

Previous wording

MH base rental income in our Core Portfolio for the quarter ended September 30, 2024 increased $10.3 million, or 6.2%, from the same period in 2023, which reflects 5.8% growth from rate increases and 0.4% from occupancy gains. The average monthly base rental income per Site in our Core Portfolio increased to approximately $861 for the quarter ended September 30, 2024 from approximately $813 for the quarter ended September 30, 2023. The average occupancy for our Core Portfolio was 95.0% and 94.9% for the quarters ended September 30, 2024 and September 30, 2023, respectively.

Current wording

MH base rental income in our Core Portfolio for the quarter ended March 31, 2025 increased $9.6 million, or 5.5%, from the quarter ended March 31, 2024, which reflects 5.7% growth from rate increases offset by a decrease of 0.2% in occupancy. The average monthly base rental income per Site in our Core Portfolio increased to approximately $895 for the quarter ended March 31, 2025 from approximately $847 for the quarter ended March 31, 2024. The average occupancy for our Core Portfolio was 94.4% and 94.9% for the quarters ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

RV and marina base rental income in our Core Portfolio for the quarter ended September 30, 2024 increased $1.4 million, or 1.3%, from the same period in 2023, driven primarily by an increase in Annual RV and marina base rental income. The increase in Annual RV and marina base rental income of 6.2% was partially offset by decreases in Seasonal and Transient RV and marina base rental income of 13.3% and 6.1%, respectively, for the quarter ended September 30, 2024, compared to the same period in 2023.

Current wording

RV and marina base rental income in our Core Portfolio for the quarter ended March 31, 2025 increased $0.2 million, or 0.2%, from the quarter ended March 31, 2024, driven by an increase in Annual RV and marina base rental income. The increase in Annual RV and marina base rental income of 4.1% was partially offset by decreases in Seasonal and Transient RV and marina base rental income of 5.3% and 9.1%, respectively, for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, due to returning competitor supply following a period of weather-related disruption in addition to a return to normalized demand.

Previous wording

Utility and other income in our Core Portfolio for the quarter ended September 30, 2024 increased $2.8 million, or 8.8%, from the same period in 2023. The increase was primarily due to a $2.0 million and $0.8 million increase in utility income and pass-through income, respectively. The utility recovery rate (utility income divided by utility expenses) for 2024 and 2023 was approximately 47% and 43%, respectively.

Current wording

Utility and other income in our Core Portfolio for the quarter ended March 31, 2025 increased $1.2 million, or 3.9%, from the quarter ended March 31, 2024. The increase was primarily due to a $0.9 million and $0.6 million increase in utility income and pass-through income, respectively, partially offset by a $0.3 million decrease in other property income. The utility recovery rate (utility income divided by utility expenses) for 2025 and 2024 was approximately 48% and 47%, respectively.

Previous wording

Property operating expenses, excluding property management, in our Core Portfolio for the quarter ended September 30, 2024 increased $4.2 million, or 2.8%, from the same period in 2023, driven by increases in property operating and maintenance expenses of $2.0 million and real estate taxes of $1.8 million. Core property operating and maintenance expenses were higher in 2024, primarily due to an increase in insurance of $1.3 million and utility expense of $0.7 million. The increase in insurance of $1.3 million is due to higher insurance premiums following our property and casualty insurance renewal in the second quarter of 2024. Real estate taxes were higher in 2024, primarily in the Florida portfolio, driven by higher real estate tax assessments in 2023.

Current wording

Property operating expenses, excluding property management, in our Core Portfolio for the quarter ended March 31, 2025 increased $2.1 million, or 1.5%, from the quarter ended March 31, 2024, driven by increases in Repair and maintenance expenses of $1.4 million, Insurance and other of $1.2 million and Utilities expense of $0.8 million, partially offset by a decrease in Membership sales and marketing of $1.4 million. The increase in Repair and maintenance expenses is primarily due to higher contract repairs, lawn and common area maintenance and pool expenses. The increase in Insurance and other is primarily due to higher insurance premiums following our property and casualty insurance renewal in the second quarter of 2024. The increase in Utilities expense is due to an increase in water, electric and trash expenses. The decrease in Membership sales and marketing expense was driven by a decrease in allowances for credit losses related to financed membership products that are no longer being offered, beginning in the first quarter of 2025.

Previous wording

(1)Consists of Site rental income and home rental income. Approximately $5.1 million and $5.9 million for the quarters ended September 30, 2024 and September 30, 2023, respectively, of Site rental income is included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in Rental home income in our Core Portfolio Income from Property Operations table.

Current wording

(1)Consists of Site rental income and home rental income. Approximately $5.0 million and $5.6 million for the quarters ended March 31, 2025 and March 31, 2024, respectively, of Site rental income is included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income is included in Rental home income in our Core Portfolio Income from Property Operations table.

Previous wording

Rental operations revenues were $0.9 million, or 9.5%, lower during the quarter ended September 30, 2024, compared to the quarter ended September 30, 2023, primarily due to a decrease in the number of occupied rentals.

Current wording

Rental operations revenues were $0.7 million, or 7.3%, lower during the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, primarily due to a decrease in the number of occupied rentals.

Previous wording

Total other income and expenses, net increased $2.4 million for the quarter ended September 30, 2024, compared to the quarter ended September 30, 2023, primarily due to higher interest and related amortization as a result of an increase in interest rates, partially offset by lower general and administrative expenses.

Current wording

Total other income and expenses, net decreased $4.6 million for the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, primarily due to lower General and administrative expenses and Interest and related amortization as a result of debt repayment.

Previous wording

During the quarters ended September 30, 2024 and September 30, 2023, we recognized expenses of approximately $2.3 million and $1.8 million, respectively, related to debris removal and cleanup costs related to Hurricane Ian and Hurricane Helene. We recognized an offsetting insurance recovery revenue accrual for Hurricane Ian of $1.3 million and $1.8 million during the quarters ended September 30, 2024 and September 30, 2023, respectively, related to the expected insurance recovery. During the quarters ended September 30, 2024 and September 30, 2023, we also recognized insurance recovery revenue in excess of expenses and business interruption proceeds for Hurricane Ian of approximately $0.5 million and zero, respectively, within Casualty-related charges/(recoveries), net. The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income.

Current wording

During the quarters ended March 31, 2025 and March 31, 2024, we recognized expenses of approximately $0.8 million and $0.5 million, respectively, related to debris removal and cleanup costs related to Hurricane Ian, Hurricane Helene, and Hurricane Milton. We recognized an offsetting insurance recovery revenue accrual of approximately $0.6 million and $0.5 million during the quarters ended March 31, 2025 and March 31, 2024, respectively, for Hurricane Milton and Hurricane Ian. During the quarter ended March 31, 2024, we also recognized excess insurance recovery revenue of approximately $14.8 million for reimbursement of capital expenditures related to Hurricane Ian. The debris and cleanup costs and offsetting recovery accrual and reimbursement of capital expenditures are reflected in Casualty-related charges/(recoveries), net on the Consolidated Statements of Income and Comprehensive Income.

Previous wording

Equity in income of unconsolidated joint ventures was $5.2 million higher during the quarter ended September 30, 2024, compared to the quarter ended September 30, 2023, primarily due to a distribution from an unconsolidated joint venture that refinanced a secured loan and distributed proceeds, of which $5.1 million exceeded our basis in the joint venture.

Current wording

Equity in income of unconsolidated joint ventures was $4.6 million higher during the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, primarily due to a distribution from an unconsolidated joint venture that refinanced a secured loan and distributed proceeds, of which $6.2 million exceeded our basis in the joint venture.

Previous wording

Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, home purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured line of credit (the “LOC”) and proceeds from issuance of equity and debt securities, including issuances under our ATM equity offering program (as defined below).

Current wording

Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, home purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured line of credit (the “LOC”) and proceeds from issuance of equity and debt securities, including issuances under our at-the-market (“ATM”) equity offering program.

Previous wording

On February 28, 2024, we entered into a new at-the-market (“ATM”) equity offering program, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million. As of September 30, 2024, the full capacity of our ATM equity offering program remained available for issuance. In October 2024, we sold approximately 4.5 million shares of our common stock at a price of $70.00 from our at-the-market (“ATM”) offering program. See Note 14. Subsequent Events for additional information.

Current wording

On November 1, 2024, we entered into a new ATM equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $700.0 million. As of March 31, 2025, the full capacity of our ATM equity offering program remained available for issuance.

Previous wording

As of September 30, 2024, we had available liquidity in the form of approximately 413.5 million shares of authorized and unissued common stock, par value $0.01 per share, and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended. We anticipate entering into a new at-the-market (“ATM”) equity offering program within the near future, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, with an aggregate offering price capacity of at least $500.0 million.

Current wording

As of March 31, 2025, we had available liquidity in the form of approximately 408.9 million shares of authorized and unissued common stock, par value $0.01 per share, and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.

Previous wording

We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, net cash provided by operating activities, issuances of equity under our ATM equity offering program and our LOC. As of September 30, 2024, our LOC had a borrowing capacity of $467.4 million.

Current wording

We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, net cash provided by operating activities, issuances of equity under our ATM equity offering program and our LOC. As of March 31, 2025, our LOC had a borrowing capacity of $436.9 million.

Previous wording

Net cash provided by operating activities increased $72.7 million to $491.4 million for the nine months ended September 30, 2024 from $418.7 million for the nine months ended September 30, 2023. The increase in net cash provided by operating activities was primarily due to net increases in manufactured homes, net and accounts payable and other liabilities.

Current wording

Net cash provided by operating activities decreased $5.4 million to $193.4 million for the quarter ended March 31, 2025 from $198.7 million for the quarter ended March 31, 2024. The decrease in net cash provided by operating activities was primarily due to increases in cash outflows related to accounts payable and other liabilities and Manufactured homes, net, partially offset by an increase in insurance proceeds.

Previous wording

Net cash used in investing activities decreased $85.6 million to $151.9 million for the nine months ended September 30, 2024 from $237.5 million for the nine months ended September 30, 2023. The decrease was due to a decrease in capital expenditures of $55.5 million, an increase of $13.6 million in Hurricane Ian proceeds in 2024 compared to the same period in 2023 and an increase in distributions of capital from unconsolidated joint ventures of $10.4 million.

Current wording

Net cash used in investing activities decreased $9.0 million to $42.3 million for the quarter ended March 31, 2025 from $51.3 million for the quarter ended March 31, 2024. The decrease was primarily due to a decrease in capital expenditures of $9.5 million.

Previous wording

(3)Includes $12.3 million of restoration and improvement capital expenditures related to Hurricane Ian for the nine months ended September 30, 2024.

Current wording

(3)Includes $7.4 million and $5.6 million of restoration and improvement capital expenditures related to hurricane activity for the quarters ended March 31, 2025 and March 31, 2024, respectively.

Previous wording

Net cash used in financing activities increased $185.2 million to $329.0 million for the nine months ended September 30, 2024 from $143.8 million for the nine months ended September 30, 2023. The increase was primarily due to a decrease in mortgage note financing proceeds of $463.8 million and an increase in distributions to common stockholders of $18.5 million, partially offset by a lower line of credit, net repayment of $199.5 million and lower principal payments and mortgage debt repayment of $100.8 million.

Current wording

Net cash used in financing activities decreased $1.9 million to $128.2 million for the quarter ended March 31, 2025 from $130.1 million for the quarter ended March 31, 2024. The decrease was primarily due to lower net debt repayments of $10.3 million, partially offset by increases in distributions to common stock and OP unit holders of $8.1 million.

Previous wording

•the effect of inflation and interest rates;

Current wording

•the effect of inflation and interest rates, including the impact of changes in tariffs, as well as costs associated with supply chain disruptions;

Previous wording

•the potential impact of, and our ability to remediate, material weaknesses in our internal control over financial reporting;

Current wording

•the potential impact of material weaknesses, if any, in our internal control over financial reporting;