EQUITY LIFESTYLE PROPERTIES INC Files 10-K/A for Fiscal Year Ended December 31, 2022

TL;DR

<b>Equity Lifestyle Properties, Inc. has filed an amended 10-K report for the fiscal year ending December 31, 2022.</b>

AI Summary

EQUITY LIFESTYLE PROPERTIES INC (ELS) filed a Amended Annual Report (10-K/A) with the SEC on January 22, 2024. Equity Lifestyle Properties, Inc. filed an amended 10-K for the fiscal year ending December 31, 2022. The filing is an amendment (10-K/A) to the original 10-K report. The company's Central Index Key (CIK) is 0000895417. Equity Lifestyle Properties, Inc. is classified under Real Estate Investment Trusts (SIC 6798). The company's principal business address is Two N Riverside Plaza, Suite 800, Chicago, IL 60606.

Why It Matters

For investors and stakeholders tracking EQUITY LIFESTYLE PROPERTIES INC, this filing contains several important signals. This amended filing provides updated or corrected information for the fiscal year 2022, which is crucial for investors and analysts to have the most accurate financial picture. As a Real Estate Investment Trust (REIT), the specifics of this 10-K/A filing can impact investment decisions and market perception of Equity Lifestyle Properties, Inc.

Risk Assessment

Risk Level: low — EQUITY LIFESTYLE PROPERTIES INC shows low risk based on this filing. The filing is an amendment (10-K/A), indicating potential corrections or additions to previously submitted information, but the nature of these changes is not detailed in the provided header.

Analyst Insight

Review the specific amendments within the 10-K/A filing to understand any changes to Equity Lifestyle Properties, Inc.'s financial position or disclosures for the fiscal year 2022.

Key Numbers

• 20221231 — Conformed Period of Report (Fiscal year end)
• 20240122 — Filed as of Date (Date of filing)
• 363857664 — IRS Number (Company IRS number)
• 001-11718 — SEC File Number (SEC filing number)

Key Players & Entities

• EQUITY LIFESTYLE PROPERTIES INC (company) — Filer name
• 0000895417 (company) — Central Index Key
• 6798 (regulator) — Standard Industrial Classification
• MD (company) — State of Incorporation
• Two N Riverside Plz (company) — Business Address Street 1
• Chicago (company) — Business Address City
• IL (company) — Business Address State
• 60606 (company) — Business Address Zip

Forward-Looking Statements

• The clarified financial data will lead to a more accurate analyst consensus for ELS's 2022 performance. (Equity Lifestyle Properties Inc.) — medium confidence, target: 2024-03-31

FAQ

Industry Context

Equity Lifestyle Properties, Inc. operates as a Real Estate Investment Trust (REIT), focusing on manufactured home communities and recreational vehicle resorts.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, which governs the reporting requirements for public companies.

What Investors Should Do

1. Analyze the specific amendments made in the 10-K/A filing.
2. Verify the accuracy of financial data presented in the amended report.
3. Assess the impact of any disclosed changes on Equity Lifestyle Properties, Inc.'s investment profile.

Key Dates

• 2022-12-31: Fiscal Year End — Reporting period for the 10-K/A filing.
• 2024-01-22: Filing Date — Date the amended 10-K was filed with the SEC.

Year-Over-Year Comparison

This is an amended filing (10-K/A), indicating updates or corrections to a previously submitted 10-K report for the fiscal year ended December 31, 2022.

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value ELS New York Stock Exchange
• $70.47 — 0, 2022 based upon the closing price of $70.47 on such date using beneficial ownership

Filing Documents

• els-20221231.htm (10-K/A) — 7273KB
• exhibit14-businessethicsan.htm (EX-14) — 94KB
• exhibit21-subsidiariesofre.htm (EX-21) — 4KB
• exhibit23-consentofauditor.htm (EX-23) — 6KB
• exhibit311-certificationof.htm (EX-31.1) — 9KB
• exhibit312-certificationof.htm (EX-31.2) — 9KB
• exhibit321-certificationof.htm (EX-32.1) — 5KB
• exhibit322-certificationof.htm (EX-32.2) — 5KB
• els-20221231_g1.jpg (GRAPHIC) — 183KB
• els-20221231_g2.jpg (GRAPHIC) — 106KB
• 0000895417-24-000016.txt (&nbsp;) — 29568KB
• els-20221231.xsd (EX-101.SCH) — 170KB
• els-20221231_cal.xml (EX-101.CAL) — 112KB
• els-20221231_def.xml (EX-101.DEF) — 619KB
• els-20221231_lab.xml (EX-101.LAB) — 1487KB
• els-20221231_pre.xml (EX-101.PRE) — 883KB
• els-20221231_htm.xml (XML) — 5950KB

, Item 1A. Risk Factors

Part I, Item 1A. Risk Factors Part II, Item 7. Management's Discussion & Analysis, including our Non-GAAP financial measures definitions, calculations and reconciliations (for further information see Items 2.02 and 9.01 on the Company's Form 8-K filed on January 22, 2024)

, Item 8. Financial Statements and Supplementary Data, including the Reports of Independent Registered Public

Part II, Item 8. Financial Statements and Supplementary Data, including the Reports of Independent Registered Public Accounting Firm, the Consolidated Statements of Cash Flows, Financial Statements and Supplementary Data, Note 3. Restatement of Previously Issued Consolidated Financial Statements and Note 18. Reportable Segments and Schedule III Real Estate and Accumulated Depreciation

, Item 9A. Controls and Procedures

Part II, Item 9A. Controls and Procedures

, Item 15. Exhibits and Financial Statement Schedules

Part IV, Item 15. Exhibits and Financial Statement Schedules This Amended Report also includes revisions and updates to certain other information including, but not limited to, cross-references, an updated signature page and other conforming changes. Pursuant to the rules of the SEC, the exhibit list included in Part IV, Item 15. Exhibits, Financial Statement Schedules of the Original Report has been amended and restated to include updates to applicable exhibits, consisting of currently-dated consents of the independent registered public accounting firm and certifications. Except for the Amended Items, this Amended Report is presented as of the date of the Original Report and has not been updated to reflect events, results or developments that occurred or facts that became known to us subsequent to the filing of the Original Report other than the Amended Items and those associated with the restatement of our consolidated financial statements. Control Considerations Management has concluded as of December 31, 2022 that the Company's disclosure controls and procedures as well as its internal control over financial reporting were not effective due to a material weakness. Specifically, there was a lack of an effectively designed control activity related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes within the Company's Consolidated Statements of Cash Flows. During the quarter ended June 30, 2023, the Company enhanced its control activities related to the evaluation of the classification of cash flows pursuant to the predominance principle in ASC 230 associated with the purchase and sale of manufactured homes. We tested the enhanced control activities as of June 30, 2023 and September 30, 2023 and management has concluded, through its testing, that the control is operating effectively, and the material weakness was remediated as of September 30, 2

Risk Factors 13

Item 1A. Risk Factors 13

Unresolved Staff Comments 27

Item 1B. Unresolved Staff Comments 27

Properties 28

Item 2. Properties 28

Legal Proceedings 41

Item 3. Legal Proceedings 41

Mine Safety Disclosures 41

Item 4. Mine Safety Disclosures 41 PART II. Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42

[Reserved] 42

Item 6. [Reserved] 42

Management's Discussion and Analysis of Financial Condition and Results of Operations 43

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 43

Quantitative and Qualitative Disclosures About Market Risk 61

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61

Forward-Looking Statements 62

Forward-Looking Statements 62

Financial Statements and Supplementary Data 63

Item 8. Financial Statements and Supplementary Data 63

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 63

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 63

Controls and Procedures 63

Item 9A. Controls and Procedures 63

Other Information 64

Item 9B. Other Information 64

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 64

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 64 PART III.

Directors, Executive Officers and Corporate Governance 65

Item 10. Directors, Executive Officers and Corporate Governance 65

Executive Compensation 65

Item 11. Executive Compensation 65

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65

Certain Relationships and Related Transactions, and Director Independence 65

Item 13. Certain Relationships and Related Transactions, and Director Independence 65

Principal Accounting Fees and Services 65

Item 14. Principal Accounting Fees and Services 65 PART IV.

Exhibits, Financial Statement Schedules 66

Item 15. Exhibits, Financial Statement Schedules 66

Form 10-K Summary 68

Item 16. Form 10-K Summary 68 -i- PART I

Business

Item 1. Business Equity LifeStyle Properties, Inc. General Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and its other consolidated subsidiaries (the "Subsidiaries"), are referred to herein as "we," "us," and "our". We are a fully integrated owner of lifestyle-oriented properties ("Properties") consisting of property operations and home sales and rental operations primarily within manufactured home ("MH") and recreational vehicle ("RV") communities and marinas. We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes. We have a unique business model where we own the land which we lease to customers who own manufactured homes and cottages, RVs and/or boats either on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Compared to other types of real estate companies, our business model is characterized by low maintenance costs and low customer turnover costs. Our portfolio is geographically diversified across highly desirable locations near retirement and vacation destinations and urban areas across the United States. We have more than 110 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States. Our Properties generally attract retirees, vacationing families, second homeowners and first-time homebuyers by providing a community experience and a lower-cost home ownership alternative. We are one of the nation's largest real estate network

View Full Filing

View this 10-K/A filing on SEC EDGAR